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HomeMy WebLinkAboutAlta Planning + Design Inc; 2024-04-04; PSA22-1546TRANPSA22-1546TRAN 1 City Attorney Approved 12/4/2023 ASSIGNMENT AND ASSUMPTION AGREEMENT FOR TRANSPORTATION DEMAND MANAGEMENT SERVICES URBANTRANS CONSULTANTS, INC. THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is made and entered into this _______ day of _______________ 2024, by and between the City of Carlsbad, a California charter city (“City”), UrbanTrans Consultants, Inc., a Colorado corporation (“Assignor”), and Alta Planning + Design, Inc., a California corporation (“Assignee”), collectively referred to as the “Parties,” and is made with reference to the following facts: RECITALS A. On August 21, 2019, the City and Assignor entered into a Professional Services Agreement concerning transportation demand management services (“Agreement”). B. Section 24 of the Agreement allows Assignor to assign rights and obligations under the Agreement upon written approval of the City. C. Assignor desires to assign its interest in the Agreement to Assignee. Further, Assignee desires to accept assignment of Assignor’s interest in the Agreement and City consents to the assignment of the interest in the Agreement from Assignor to Assignee. NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth in this Assignment Agreement, the Parties agree as follows: 1. Assignment. Assignor assigns, transfers, and conveys to Assignee all of Assignor’s rights, duties, liabilities, and obligations as set forth in the Agreement. 2. Assumption. Assignee assumes all of Assignor’s rights, duties, liabilities, and obligations as set forth in the Agreement. 3. City Consent. City agrees and consents to the assignment of all of Assignor’s rights, duties, liabilities, and obligations as set forth in the Agreement to Assignee. 4. General Terms and Conditions. The following general terms and conditions shall apply to this Assignment Agreement. 4.1 Hold Harmless. In addition to the hold harmless provisions contained within the Agreement, and except as to the sole negligence, or willful misconduct of City, Assignee shall defend, indemnify and hold the City, its officials (appointed and elected), officers and employees, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorney fees, which arise out of or is in any way connected with this Assignment Agreement, notwithstanding that City may have benefitted from this Assignment Agreement. The hold harmless provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Assignee. The parties expressly agree that this section shall survive the expiration or early termination of this Agreement. DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF March 4th PSA22-1546TRAN 2 City Attorney Approved 12/4/2023 4.2. Counterparts. This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. 4.3. Successors and Assigns. It is mutually understood and agreed that this Assignment Agreement shall be binding upon City, Assignor and Assignee and their respective successors. Neither this Assignment Agreement or any part hereof nor any monies due or to become due hereunder may be assigned by Assignee without the prior consent of City. 4.4. Governing Law. This Assignment Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of California. 4.5. Venue. Any action at law or in equity brought by the Parties for the purpose of enforcing a right or rights provided for by this Assignment Agreement shalt 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 such proceedings to any other county. 4.6. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Assignment Agreement shall be sufficient if sent by one party to the other(s) by United States mail, postage prepaid and addressed as follows: City: City Manager City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 Assignor: Joddie Gray, President UrbanTrans North America 1543 Champa St #201 Denver, CO, 80202 Assignee: Brett Hondorp, AICP, CEO Alta Planning + Design, Inc., 101 SW Main St., Ste. 2000 Portland, OR 97204 4.7 Authority. The parties executing this Assignment Agreement on behalf of City, Assignor and Assignee each represent and warrant that they have the legal power, right and actual authority to bind the City, Assignor and Assignee, respectively, to the terms and conditions of the Assignment Agreement. 4.8 Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement shall be considered severable. In the event any provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part of the provision shall be severed from this Assignment Agreement and shall not affect any other provision, term, condition, covenant, DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF PSA22-1546TRAN 3 City Attorney Approved 12/4/2023 and/or restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue in full force and effect. 4.9 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. ASSIGNOR: UrbanTrans Consultants, Inc. CITY OF CARLSBAD, a municipal corporation of the State of California *By: By: (sign here) SCOTT CHADWICK, City Manager Joddie Gray, President (print name/title) **By: Attest: (sign here) for SHERRY FREISINGER, City Clerk Matthew Kaufman, Board Treasurer (print name/title) ASSIGNEE: Alta Planning + Design, Inc. *By: (sign here) Brett Hondorp, President (print name/title) **By: (sign here) Robert Kron, CFO (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups: *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: _____________________________ Assistant City Attorney DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD 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 7/21/2023 License # 0757776 (720) 207-2372 (866) 243-0727 11000 UrbanTrans Consultants Inc 1543 Champa Street, #201 Denver, CO 80202 33138 A 2,000,000 X X 34SBAII9973 8/1/2023 8/1/2024 1,000,000 Business Liability 10,000 2,000,000 4,000,000 4,000,000 2,000,000A 34SBAII9973 8/1/2023 8/1/2024 3,000,000A 34SBAII9973 8/1/2023 8/1/2024 3,000,000 10,000 B Professional Liab.LHR849809 8/1/2023 Each Claim/Aggregate 2,000,000 City of Carlsbad/CMWD is included as additional insured under Business Liability on a primary and non-contributory basis. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 URBACON-01 TCORNEJO HUB International Insurance Services (COL) 2000 S. Colorado Blvd Tower 2, Suite 150 Denver, CO 80222 WAH.Debbie Cooper WAH.Debbie.Cooper@hubinternational.com Sentinel Insurance Company, Ltd. Landmark American Insurance Company 8/1/2024 X X X X X X X X DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF Form SS 00 08 04 05 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A.COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension -Supplementary Payments 2 B.EXCLUSIONS 3 C.WHO IS AN INSURED 10 D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1.Bankruptcy 15 2.Duties In The Event Of Occurrence,Offense,Claim Or Suit 15 3.Financial Responsibility Laws 16 4.Legal Action Against Us 16 5.Separation Of Insureds 16 6.Representations 16 7.Other Insurance 16 8.Transfer Of Rights Of Recovery Against Others To Us 17 F.OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Page 2 of 24 Form SS 00 08 04 05 (2)Receives a written or verbal demand or claim for damages because of the "bodily injury"or "property damage";or (3)Becomes aware by any other means that "bodily injury"or "property damage"has occurred or has begun to occur. d.Damages because of "bodily injury"include damages claimed by any person or organization for care,loss of services or death resulting at any time from the "bodily injury". e.Incidental Medical Malpractice (1)"Bodily injury"arising out of the rendering of or failure to render professional health care services as a physician,dentist,nurse,emergency medical technician or paramedic shall be deemed to be caused by an "occurrence",but only if: (a)The physician,dentist,nurse, emergency medical technician or paramedic is employed by you to provide such services;and (b)You are not engaged in the business or occupation of providing such services. (2)For the purpose of determining the limits of insurance for incidental medical malpractice,any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2.MEDICAL EXPENSES Insuring Agreement a.We will pay medical expenses as described below for "bodily injury"caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent;or (3)Because of your operations; provided that: (1)The accident takes place in the "coverage territory"and during the policy period; (2)The expenses are incurred and reported to us within three years of the date of the accident;and (3)The injured person submits to examination,at our expense,by physicians of our choice as often as we reasonably require. b.We will make these payments regardless of fault.These payments will not exceed the applicable limit of insurance.We will pay reasonable expenses for: (1)First aid administered at the time of an accident; (2)Necessary medical,surgical,x-ray and dental services,including prosthetic devices;and (3)Necessary ambulance,hospital, professional nursing and funeral services. 3.COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a.We will pay,with respect to any claim or "suit"we investigate or settle,or any "suit" against an insured we defend: (1)All expenses we incur. (2)Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury"applies.We do not have to furnish these bonds. (3)The cost of appeal bonds or bonds to release attachments,but only for bond amounts within the applicable limit of insurance.We do not have to furnish these bonds. (4)All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit",including actual loss of earnings up to $500 a day because of time off from work. (5)All costs taxed against the insured in the "suit". (6)Prejudgment interest awarded against the insured on that part of the judgment we pay.If we make an offer to pay the applicable limit of insurance,we will not pay any prejudgment interest based on that period of time after the offer. (7)All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay,or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1)through (7) above will not reduce the limits of insurance. DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 3 of 24 b.If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit",we will defend that indemnitee if all of the following conditions are met: (1)The "suit"against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2)This insurance applies to such liability assumed by the insured; (3)The obligation to defend,or the cost of the defense of,that indemnitee,has also been assumed by the insured in the same "insured contract"; (4)The allegations in the "suit"and the information we know about the "occurrence"are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5)The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee;and (6)The indemnitee: (a)Agrees in writing to: (i)Cooperate with us in the investigation,settlement or defense of the "suit"; (ii)Immediately send us copies of any demands,notices, summonses or legal papers received in connection with the "suit"; (iii)Notify any other insurer whose coverage is available to the indemnitee;and (iv)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee;and (b)Provides us with written authorization to: (i)Obtain records and other information related to the "suit";and (ii)Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys'fees incurred by us in the defense of that indemnitee,necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b)of Section B.– Exclusions,such payments will not be deemed to be damages for "bodily injury"and "property damage"and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys'fees and necessary litigation expenses as Supplementary Payments ends when: (1)We have used up the applicable limit of insurance in the payment of judgments or settlements;or (2)The conditions set forth above,or the terms of the agreement described in Paragraph (6)above,are no longer met. B.EXCLUSIONS 1.Applicable To Business Liability Coverage This insurance does not apply to: a.Expected Or Intended Injury (1)"Bodily injury"or "property damage" expected or intended from the standpoint of the insured.This exclusion does not apply to "bodily injury"or "property damage"resulting from the use of reasonable force to protect persons or property;or (2)"Personal and advertising injury"arising out of an offense committed by,at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b.Contractual Liability (1)"Bodily injury"or "property damage";or (2)"Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a)"Bodily injury","property damage"or "personal and advertising injury"that the insured would have in the absence of the contract or agreement;or DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Page 4 of 24 Form SS 00 08 04 05 (b)"Bodily injury"or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury"or "property damage"occurs subsequent to the execution of the contract or agreement.Solely for the purpose of liability assumed in an "insured contract",reasonable attorneys'fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury"or "property damage" provided: (i)Liability to such party for,or for the cost of,that party’s defense has also been assumed in the same "insured contract",and (ii)Such attorneys'fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c.Liquor Liability "Bodily injury"or "property damage"for which any insured may be held liable by reason of: (1)Causing or contributing to the intoxication of any person; (2)The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol;or (3)Any statute,ordinance or regulation relating to the sale,gift,distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing,distributing, selling,serving or furnishing alcoholic beverages. d.Workers'Compensation And Similar Laws Any obligation of the insured under a workers'compensation,disability benefits or unemployment compensation law or any similar law. e.Employer’s Liability "Bodily injury"to: (1)An "employee"of the insured arising out of and in the course of: (a)Employment by the insured;or (b)Performing duties related to the conduct of the insured’s business,or (2)The spouse,child,parent,brother or sister of that "employee"as a consequence of (1)above. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f.Pollution (1)"Bodily injury","property damage"or "personal and advertising injury" arising out of the actual,alleged or threatened discharge,dispersal, seepage,migration,release or escape of "pollutants": (a)At or from any premises,site or location which is or was at any time owned or occupied by,or rented or loaned to any insured. However,this subparagraph does not apply to: (i)"Bodily injury"if sustained within a building and caused by smoke,fumes,vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use,by the building's occupants or their guests; (ii)"Bodily injury"or "property damage"for which you may be held liable,if you are a contractor and the owner or lessee of such premises,site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises,site or location and such premises,site or location is not and never was owned or occupied by,or rented or loaned to,any insured,other than that additional insured;or DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 5 of 24 (iii)"Bodily injury"or "property damage"arising out of heat, smoke or fumes from a "hostile fire"; (b)At or from any premises,site or location which is or was at any time used by or for any insured or others for the handling,storage, disposal,processing or treatment of waste; (c)Which are or were at any time transported,handled,stored, treated,disposed of,or processed as waste by or for: (i)Any insured;or (ii)Any person or organization for whom you may be legally responsible; (d)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants"are brought on or to the premises,site or location in connection with such operations by such insured,contractor or subcontractor.However,this subparagraph does not apply to: (i)"Bodily injury"or "property damage"arising out of the escape of fuels,lubricants or other operating fluids which are needed to perform the normal electrical,hydraulic or mechanical functions necessary for the operation of "mobile equipment"or its parts, if such fuels,lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them.This exception does not apply if the "bodily injury"or "property damage"arises out of the intentional discharge,dispersal or release of the fuels, lubricants or other operating fluids,or if such fuels, lubricants or other operating fluids are brought on or to the premises,site or location with the intent that they be discharged,dispersed or released as part of the operations being performed by such insured,contractor or subcontractor; (ii)"Bodily injury"or "property damage"sustained within a building and caused by the release of gases,fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor;or (iii)"Bodily injury"or "property damage"arising out of heat, smoke or fumes from a "hostile fire";or (e)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the operations are to test for,monitor,clean up,remove, contain,treat,detoxify or neutralize, or in any way respond to,or assess the effects of,"pollutants". (2)Any loss,cost or expense arising out of any: (a)Request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor, clean up,remove,contain,treat, detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants";or (b)Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring,cleaning up,removing, containing,treating,detoxifying or neutralizing,or in any way responding to,or assessing the effects of,"pollutants". However,this paragraph does not apply to liability for damages because of "property damage"that the insured would have in the absence of such request,demand,order or statutory or regulatory requirement,or such claim or "suit"by or on behalf of a governmental authority. DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Page 6 of 24 Form SS 00 08 04 05 g.Aircraft,Auto Or Watercraft "Bodily injury"or "property damage"arising out of the ownership,maintenance,use or entrustment to others of any aircraft,"auto" or watercraft owned or operated by or rented or loaned to any insured.Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage"involved the ownership, maintenance,use or entrustment to others of any aircraft,"auto"or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1)A watercraft while ashore on premises you own or rent; (2)A watercraft you do not own that is: (a)Less than 51 feet long;and (b)Not being used to carry persons for a charge; (3)Parking an "auto"on,or on the ways next to,premises you own or rent, provided the "auto"is not owned by or rented or loaned to you or the insured; (4)Liability assumed under any "insured contract"for the ownership, maintenance or use of aircraft or watercraft; (5)"Bodily injury"or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3)of the definition of "mobile equipment";or (6)An aircraft that is not owned by any insured and is hired,chartered or loaned with a paid crew.However,this exception does not apply if the insured has any other insurance for such "bodily injury"or "property damage",whether the other insurance is primary,excess, contingent or on any other basis. h.Mobile Equipment "Bodily injury"or "property damage" arising out of: (1)The transportation of "mobile equipment" by an "auto"owned or operated by or rented or loaned to any insured;or (2)The use of "mobile equipment"in,or while in practice or preparation for,a prearranged racing,speed or demolition contest or in any stunting activity. i.War "Bodily injury","property damage"or "personal and advertising injury",however caused,arising,directly or indirectly,out of: (1)War,including undeclared or civil war; (2)Warlike action by a military force, including action in hindering or defending against an actual or expected attack,by any government, sovereign or other authority using military personnel or other agents;or (3)Insurrection,rebellion,revolution, usurped power,or action taken by governmental authority in hindering or defending against any of these. j.Professional Services "Bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of or failure to render any professional service.This includes but is not limited to: (1)Legal,accounting or advertising services; (2)Preparing,approving,or failing to prepare or approve maps,shop drawings,opinions,reports,surveys, field orders,change orders,designs or drawings and specifications; (3)Supervisory,inspection,architectural or engineering activities; (4)Medical,surgical,dental,x-ray or nursing services treatment,advice or instruction; (5)Any health or therapeutic service treatment,advice or instruction; (6)Any service,treatment,advice or instruction for the purpose of appearance or skin enhancement,hair removal or replacement or personal grooming; (7)Optical or hearing aid services including the prescribing,preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 7 of 24 (8)Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation,fitting,demonstration or distribution of ophthalmic lenses and similar products; (9)Any: (a)Body piercing (not including ear piercing); (b)Tattooing,including but not limited to the insertion of pigments into or under the skin;and (c)Similar services; (10)Services in the practice of pharmacy; and (11)Computer consulting,design or programming services,including web site design. Paragraphs (4)and (5)of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e.in Section A.-Coverages. k.Damage To Property "Property damage"to: (1)Property you own,rent or occupy, including any costs or expenses incurred by you,or any other person, organization or entity,for repair, replacement,enhancement, restoration or maintenance of such property for any reason,including prevention of injury to a person or damage to another's property; (2)Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises; (3)Property loaned to you; (4)Personal property in the care,custody or control of the insured; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations,if the "property damage" arises out of those operations;or (6)That particular part of any property that must be restored,repaired or replaced because "your work"was incorrectly performed on it. Paragraphs (1),(3)and (4)of this exclusion do not apply to "property damage"(other than damage by fire)to premises,including the contents of such premises,rented to you for a period of 7 or fewer consecutive days.A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D.-Limits Of Insurance. Paragraph (2)of this exclusion does not apply if the premises are "your work"and were never occupied,rented or held for rental by you. Paragraphs (3)and (4)of this exclusion do not apply to the use of elevators. Paragraphs (3),(4),(5)and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3)and (4)of this exclusion do not apply to "property damage"to borrowed equipment while not being used to perform operations at a job site. Paragraph (6)of this exclusion does not apply to "property damage"included in the "products-completed operations hazard". l.Damage To Your Product "Property damage"to "your product" arising out of it or any part of it. m.Damage To Your Work "Property damage"to "your work"arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n.Damage To Impaired Property Or Property Not Physically Injured "Property damage"to "impaired property" or property that has not been physically injured,arising out of: (1)A defect,deficiency,inadequacy or dangerous condition in "your product" or "your work";or (2)A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product"or "your work"after it has been put to its intended use. DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Page 8 of 24 Form SS 00 08 04 05 o.Recall Of Products,Work Or Impaired Property Damages claimed for any loss,cost or expense incurred by you or others for the loss of use,withdrawal,recall,inspection, repair,replacement,adjustment,removal or disposal of: (1)"Your product"; (2)"Your work";or (3)"Impaired property"; if such product,work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency,inadequacy or dangerous condition in it. p.Personal And Advertising Injury "Personal and advertising injury": (1)Arising out of oral,written or electronic publication of material,if done by or at the direction of the insured with knowledge of its falsity; (2)Arising out of oral,written or electronic publication of material whose first publication took place before the beginning of the policy period; (3)Arising out of a criminal act committed by or at the direction of the insured; (4)Arising out of any breach of contract, except an implied contract to use another’s "advertising idea"in your "advertisement"; (5)Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6)Arising out of the wrong description of the price of goods,products or services; (7)Arising out of any violation of any intellectual property rights such as copyright,patent,trademark,trade name,trade secret,service mark or other designation of origin or authenticity. However,this exclusion does not apply to infringement,in your "advertisement",of (a)Copyright; (b)Slogan,unless the slogan is also a trademark,trade name,service mark or other designation of origin or authenticity;or (c)Title of any literary or artistic work; (8)Arising out of an offense committed by an insured whose business is: (a)Advertising,broadcasting, publishing or telecasting; (b)Designing or determining content of web sites for others;or (c)An Internet search,access, content or service provider. However,this exclusion does not apply to Paragraphs a.,b.and c. under the definition of "personal and advertising injury"in Section G.– Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement"for or linking to others on your web site,by itself,is not considered the business of advertising,broadcasting, publishing or telecasting; (9)Arising out of an electronic chat room or bulletin board the insured hosts, owns,or over which the insured exercises control; (10)Arising out of the unauthorized use of another's name or product in your e-mail address,domain name or metatags,or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created by any state or federal act. However,this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12)Arising out of: (a)An "advertisement"for others on your web site; (b)Placing a link to a web site of others on your web site; (c)Content from a web site of others displayed within a frame or border on your web site.Content includes information,code,sounds,text, graphics or images;or (d)Computer code,software or programming used to enable: (i)Your web site;or (ii)The presentation or functionality of an "advertisement"or other content on your web site; DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 9 of 24 (13)Arising out of a violation of any anti- trust law; (14)Arising out of the fluctuation in price or value of any stocks,bonds or other securities;or (15)Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director,stockholder,partner or member of the insured. q.Electronic Data Damages arising out of the loss of,loss of use of,damage to,corruption of,inability to access,or inability to manipulate "electronic data". r.Employment-Related Practices "Bodily injury"or "personal and advertising injury"to: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment;or (c)Employment-related practices, policies,acts or omissions,such as coercion,demotion,evaluation, reassignment,discipline, defamation,harassment,humiliation or discrimination directed at that person;or (2)The spouse,child,parent,brother or sister of that person as a consequence of "bodily injury"or "personal and advertising injury"to the person at whom any of the employment-related practices described in Paragraphs (a),(b),or (c) above is directed. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. s.Asbestos (1)"Bodily injury","property damage"or "personal and advertising injury" arising out of the "asbestos hazard". (2)Any damages,judgments,settlements, loss,costs or expenses that: (a)May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b)Arise out of any request,demand, order or statutory or regulatory requirement that any insured or others test for,monitor,clean up, remove,encapsulate,contain, treat,detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard";or (c)Arise out of any claim or suit for damages because of testing for, monitoring,cleaning up,removing, encapsulating,containing,treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t.Violation Of Statutes That Govern E- Mails,Fax,Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury","property damage",or "personal and advertising injury"arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA),including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003,including any amendment of or addition to such law;or (3)Any statute,ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003,that prohibits or limits the sending,transmitting,communicating or distribution of material or information. Damage To Premises Rented To You – Exception For Damage By Fire,Lightning or Explosion Exclusions c.through h.and k.through o.do not apply to damage by fire,lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner.A separate Limit of Insurance applies to this coverage as described in Section D.-Liability And Medical Expenses Limits Of Insurance. DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Page 10 of 24 Form SS 00 08 04 05 2.Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a.Any Insured To any insured,except "volunteer workers". b.Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c.Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d.Workers'Compensation And Similar Laws To a person,whether or not an "employee"of any insured,if benefits for the "bodily injury"are payable or must be provided under a workers'compensation or disability benefits law or a similar law. e.Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games,sports or athletic contests. f.Products-Completed Operations Hazard Included with the "products-completed operations hazard". g.Business Liability Exclusions Excluded under Business Liability Coverage. C.WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual,you and your spouse are insureds,but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture,you are an insured.Your members,your partners,and their spouses are also insureds,but only with respect to the conduct of your business. c.A limited liability company,you are an insured.Your members are also insureds, but only with respect to the conduct of your business.Your managers are insureds,but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company,you are an insured.Your "executive officers"and directors are insureds,but only with respect to their duties as your officers or directors. Your stockholders are also insureds,but only with respect to their liability as stockholders. e.A trust,you are an insured.Your trustees are also insureds,but only with respect to their duties as trustees. 2.Each of the following is also an insured: a.Employees And Volunteer Workers Your "volunteer workers"only while performing duties related to the conduct of your business,or your "employees",other than either your "executive officers"(if you are an organization other than a partnership,joint venture or limited liability company)or your managers (if you are a limited liability company),but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However,none of these "employees"or "volunteer workers"are insureds for: (1)"Bodily injury"or "personal and advertising injury": (a)To you,to your partners or members (if you are a partnership or joint venture),to your members (if you are a limited liability company),or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business,or to your other "volunteer workers"while performing duties related to the conduct of your business; (b)To the spouse,child,parent, brother or sister of that co- "employee"or that "volunteer worker"as a consequence of Paragraph (1)(a)above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a)or (b)above;or (d)Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services,Paragraph (d)does not apply to any nurse,emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage"to property: (a)Owned,occupied or used by, DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 11 of 24 (b)Rented to,in the care,custody or control of,or over which physical control is being exercised for any purpose by you,any of your "employees","volunteer workers", any partner or member (if you are a partnership or joint venture),or any member (if you are a limited liability company). b.Real Estate Manager Any person (other than your "employee"or "volunteer worker"),or any organization while acting as your real estate manager. c.Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die,but only: (1)With respect to liability arising out of the maintenance or use of that property;and (2)Until your legal representative has been appointed. d.Legal Representative If You Die Your legal representative if you die,but only with respect to duties as such.That representative will have all your rights and duties under this insurance. e.Unnamed Subsidiary Any subsidiary and subsidiary thereof,of yours which is a legally incorporated entity of which you own a financial interest of more than 50%of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3.Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company,and over which you maintain financial interest of more than 50%of the voting stock,will qualify as a Named Insured if there is no other similar insurance available to that organization.However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period,whichever is earlier;and b.Coverage under this provision does not apply to: (1)"Bodily injury"or "property damage" that occurred;or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4.Operator Of Mobile Equipment With respect to "mobile equipment"registered in your name under any motor vehicle registration law,any person is an insured while driving such equipment along a public highway with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the equipment,and only if no other insurance of any kind is available to that person or organization for this liability. However,no person or organization is an insured with respect to: a."Bodily injury"to a co-"employee"of the person driving the equipment;or b."Property damage"to property owned by, rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5.Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge,any person is an insured while operating such watercraft with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the watercraft,and only if no other insurance of any kind is available to that person or organization for this liability. However,no person or organization is an insured with respect to: a."Bodily injury"to a co-"employee"of the person operating the watercraft;or b."Property damage"to property owned by, rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6.Additional Insureds When Required By Written Contract,Written Agreement Or Permit The person(s)or organization(s)identified in Paragraphs a.through f.below are additional insureds when you have agreed,in a written DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Page 12 of 24 Form SS 00 08 04 05 contract,written agreement or because of a permit issued by a state or political subdivision,that such person or organization be added as an additional insured on your policy,provided the injury or damage occurs subsequent to the execution of the contract or agreement,or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However,no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F.–Optional Additional Insured Coverages. a.Vendors Any person(s)or organization(s)(referred to below as vendor),but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f)Demonstration,installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor;or (h)"Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Subparagraphs (d)or (f);or (ii)Such inspections,adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient,part or container, entering into,accompanying or containing such products. b.Lessors Of Equipment (1)Any person or organization from whom you lease equipment;but only with respect to their liability for "bodily injury","property damage"or "personal and advertising injury" caused,in whole or in part,by your maintenance,operation or use of equipment leased to you by such person or organization. DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 13 of 24 (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. c.Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises,but only with respect to liability arising out of the ownership,maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to: (a)Any "occurrence"which takes place after you cease to lease that land or be a tenant in that premises;or (b)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. d.Architects,Engineers Or Surveyors (1)Any architect,engineer,or surveyor,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; or (b)In the performance of your ongoing operations performed by you or on your behalf. (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you,including: (a)The preparing,approving,or failure to prepare or approve, maps,shop drawings,opinions, reports,surveys,field orders, change orders,designs or drawings and specifications;or (b)Supervisory,inspection, architectural or engineering activities. e.Permits Issued By State Or Political Subdivisions (1)Any state or political subdivision,but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to: (a)"Bodily injury","property damage" or "personal and advertising injury"arising out of operations performed for the state or municipality;or (b)"Bodily injury"or "property damage" included within the "products- completed operations hazard". f.Any Other Party (1)Any other person or organization who is not an insured under Paragraphs a. through e.above,but only with respect to liability for "bodily injury", "property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations; (b)In connection with your premises owned by or rented to you;or (c)In connection with "your work"and included within the "products- completed operations hazard",but only if (i)The written contract or written agreement requires you to provide such coverage to such additional insured;and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products- completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to: "Bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services,including: DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Page 14 of 24 Form SS 00 08 04 05 (a)The preparing,approving,or failure to prepare or approve, maps,shop drawings,opinions, reports,surveys,field orders, change orders,designs or drawings and specifications;or (b)Supervisory,inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D.–Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.–Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1.The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits"brought;or c.Persons or organizations making claims or bringing "suits". 2.Aggregate Limits The most we will pay for: a.Damages because of "bodily injury"and "property damage"included in the "products-completed operations hazard"is the Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodily injury","property damage"or "personal and advertising injury",including medical expenses,is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location"means premises involving the same or connecting lots,or premises whose connection is interrupted only by a street,roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage"to premises while rented to you or temporarily occupied by you with permission of the owner,arising out of fire,lightning or explosion. 3.Each Occurrence Limit Subject to 2.a.or 2.b above,whichever applies,the most we will pay for the sum of all damages because of all "bodily injury", "property damage"and medical expenses arising out of any one "occurrence"is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury"sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4.Personal And Advertising Injury Limit Subject to 2.b.above,the most we will pay for the sum of all damages because of all "personal and advertising injury"sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5.Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage"to any one premises,while rented to you,or in the case of damage by fire, lightning or explosion,while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire,lightning or explosion,the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event,whether such damage results from fire,lightning or explosion or any combination of these. 6.How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance specified in a written contract,written agreement or permit issued by a state or political subdivision;or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 15 of 24 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit",the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit".However,this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months,starting with the beginning of the policy period shown in the Declarations,unless the policy period is extended after issuance for an additional period of less than 12 months.In that case,the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1.Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2.Duties In The Event Of Occurrence, Offense,Claim Or Suit a.Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence"or an offense which may result in a claim.To the extent possible,notice should include: (1)How,when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses;and (3)The nature and location of any injury or damage arising out of the "occurrence"or offense. b.Notice Of Claim If a claim is made or "suit"is brought against any insured,you or any additional insured must: (1)Immediately record the specifics of the claim or "suit"and the date received; and (2)Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit"as soon as practicable. c.Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement of the claim or defense against the "suit";and (4)Assist us,upon our request,in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d.Obligations At The Insured's Own Cost No insured will,except at that insured's own cost,voluntarily make a payment,assume any obligation,or incur any expense,other than for first aid,without our consent. e.Additional Insured's Other Insurance If we cover a claim or "suit"under this Coverage Part that may also be covered by other insurance available to an additional insured,such additional insured must submit such claim or "suit"to the other insurer for defense and indemnity. However,this provision does not apply to the extent that you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f.Knowledge Of An Occurrence,Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured only when such "occurrence",offense,claim or "suit"is known to: (1)You or any additional insured that is an individual; (2)Any partner,if you or an additional insured is a partnership; (3)Any manager,if you or an additional insured is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured is a corporation; (5)Any trustee,if you or an additional insured is a trust;or (6)Any elected or appointed official,if you or an additional insured is a political subdivision or public entity. DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Page 16 of 24 Form SS 00 08 04 05 This Paragraph f.applies separately to you and any additional insured. 3.Financial Responsibility Laws a.When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law,the insurance provided by the policy for "bodily injury" liability and "property damage"liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b.With respect to "mobile equipment"to which this insurance applies,we will provide any liability,uninsured motorists, underinsured motorists,no-fault or other coverage required by any motor vehicle law.We will provide the required limits for those coverages. 4.Legal Action Against Us No person or organization has a right under this Coverage Form: a.To join us as a party or otherwise bring us into a "suit"asking for damages from an insured;or b.To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured;but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance.An agreed settlement means a settlement and release of liability signed by us,the insured and the claimant or the claimant's legal representative. 5.Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured,this insurance applies: a.As if each Named Insured were the only Named Insured;and b.Separately to each insured against whom a claim is made or "suit"is brought. 6.Representations a.When You Accept This Policy By accepting this policy,you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us;and (3)We have issued this policy in reliance upon your representations. b.Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part,we shall not deny any coverage under this Coverage Part because of such failure. 7.Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part,our obligations are limited as follows: a.Primary Insurance This insurance is primary except when b. below applies.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. b.Excess Insurance This insurance is excess over any of the other insurance,whether primary,excess, contingent or on any other basis: (1)Your Work That is Fire,Extended Coverage, Builder's Risk,Installation Risk or similar coverage for "your work"; (2)Premises Rented To You That is fire,lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3)Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage"to premises rented to you or temporarily occupied by you with permission of the owner; (4)Aircraft,Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g.of Section A.–Coverages. (5)Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section A.– Coverages. DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 17 of 24 (6)When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations,or products and completed operations,for which you have been added as an additional insured by that insurance;or (7)When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However,the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. (b)Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance,this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess,we will have no duty under this Coverage Part to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends,we will undertake to do so,but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any,that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance;and (2)The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c.Method Of Sharing If all the other insurance permits contribution by equal shares,we will follow this method also.Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8.Transfer Of Rights Of Recovery Against Others To Us a.Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring "suit"or transfer those rights to us and help us enforce them.This condition does not apply to Medical Expenses Coverage. b.Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments,we have made under this Coverage Part,we also waive that right,provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Page 18 of 24 Form SS 00 08 04 05 F.OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply.When any of these Optional Additional Insured Coverages apply, Paragraph 6.(Additional Insureds When Required by Written Contract,Written Agreement or Permit) of Section C.,Who Is An Insured,does not apply to the person or organization shown in the Declarations.These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy,except as provided below: 1.Additional Insured -Designated Person Or Organization WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: a.In the performance of your ongoing operations;or b.In connection with your premises owned by or rented to you. 2.Additional Insured -Managers Or Lessors Of Premises a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations as an Additional Insured - Designated Person Or Organization;but only with respect to liability arising out of the ownership,maintenance or use of that part of the premises leased to you and shown in the Declarations. b.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: (1)Any "occurrence"which takes place after you cease to be a tenant in that premises;or (2)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. 3.Additional Insured -Grantor Of Franchise WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations as an Additional Insured - Grantor Of Franchise,but only with respect to their liability as grantor of franchise to you. 4.Additional Insured -Lessor Of Leased Equipment a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) shown in the Declarations as an Additional Insured –Lessor of Leased Equipment, but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your maintenance,operation or use of equipment leased to you by such person(s)or organization(s). b.With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. 5.Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) shown in the Declarations as an Additional Insured –Owners Or Other Interests From Whom Land Has Been Leased,but only with respect to liability arising out of the ownership,maintenance or use of that part of the land leased to you and shown in the Declarations. b.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: (1)Any "occurrence"that takes place after you cease to lease that land;or (2)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. 6.Additional Insured -State Or Political Subdivision –Permits a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 19 of 24 Insured –State Or Political Subdivision - Permits,but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: (1)"Bodily injury","property damage"or "personal and advertising injury" arising out of operations performed for the state or municipality;or (2)"Bodily injury"or "property damage" included in the "product-completed operations"hazard. 7.Additional Insured –Vendors a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) (referred to below as vendor)shown in the Declarations as an Additional Insured - Vendor,but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". b.The insurance afforded to the vendor is subject to the following additional exclusions: (1)This insurance does not apply to: (a)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,unless unpacked solely for the purpose of inspection, demonstration,testing,or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f)Demonstration,installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor;or (h)"Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Subparagraphs (d)or (f);or (ii)Such inspections, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products,or any ingredient,part or container,entering into, accompanying or containing such products. 8.Additional Insured –Controlling Interest WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations as an Additional Insured – Controlling Interest,but only with respect to their liability arising out of: a.Their financial control of you;or b.Premises they own,maintain or control while you lease or occupy these premises. DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Page 20 of 24 Form SS 00 08 04 05 This insurance does not apply to structural alterations,new construction and demolition operations performed by or for that person or organization. 9.Additional Insured –Owners,Lessees Or Contractors –Scheduled Person Or Organization a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) shown in the Declarations as an Additional Insured –Owner,Lessees Or Contractors, but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In the performance of your ongoing operations for the additional insured(s);or (2)In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard",but only if this Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". b.With respect to the insurance afforded to these additional insureds,this insurance does not apply to "bodily injury","property damage"or "personal an advertising injury"arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services,including: (1)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions,reports,surveys, field orders,change orders,designs or drawings and specifications;or (2)Supervisory,inspection,architectural or engineering activities. 10.Additional Insured –Co-Owner Of Insured Premises WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or Organization(s)shown in the Declarations as an Additional Insured –Co- Owner Of Insured Premises,but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D.–Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.– Liability And Medical Expenses General Conditions. G.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1."Advertisement"means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a.(1)Radio; (2)Television; (3)Billboard; (4)Magazine; (5)Newspaper; b.The Internet,but only that part of a web site that is about goods,products or services for the purposes of inducing the sale of goods,products or services;or c.Any other publication that is given widespread public distribution. However,"advertisement"does not include: a.The design,printed material,information or images contained in,on or upon the packaging or labeling of any goods or products;or b.An interactive conversation between or among persons through a computer network. 2."Advertising idea"means any idea for an "advertisement". 3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto"means a land motor vehicle,trailer or semi-trailer designed for travel on public roads,including any attached machinery or equipment.But "auto"does not include "mobile equipment". 5."Bodily injury"means physical: a.Injury; b.Sickness;or c.Disease sustained by a person and,if arising out of the above,mental anguish or death at any time. 6."Coverage territory"means: DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 21 of 24 a.The United States of America (including its territories and possessions),Puerto Rico and Canada; b.International waters or airspace,but only if the injury or damage occurs in the course of travel or transportation between any places included in a.above; c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a.above; (2)The activities of a person whose home is in the territory described in a. above,but is away for a short time on your business;or (3)"Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions),Puerto Rico or Canada,in a "suit"on the merits according to the substantive law in such territory,or in a settlement we agree to. 7."Electronic data"means information,facts or programs: a.Stored as or on; b.Created or used on;or c.Transmitted to or from computer software,including systems and applications software,hard or floppy disks, CD-ROMS,tapes,drives,cells,data processing devices or any other media which are used with electronically controlled equipment. 8."Employee"includes a "leased worker". "Employee"does not include a "temporary worker". 9."Executive officer"means a person holding any of the officer positions created by your charter,constitution,by-laws or any other similar governing document. 10."Hostile fire"means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property"means tangible property, other than "your product"or "your work",that cannot be used or is less useful because: a.It incorporates "your product"or "your work" that is known or thought to be defective, deficient,inadequate or dangerous;or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a.The repair,replacement,adjustment or removal of "your product"or "your work"; or b.Your fulfilling the terms of the contract or agreement. 12."Insured contract"means: a.A contract for a lease of premises. However,that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D.–Liability and Medical Expenses Limits of Insurance. b.A sidetrack agreement; c.Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d.Any obligation,as required by ordinance, to indemnify a municipality,except in connection with work for a municipality; e.An elevator maintenance agreement;or f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality)under which you assume the tort liability of another party to pay for "bodily injury"or "property damage"to a third person or organization, provided the "bodily injury"or "property damage"is caused,in whole or in part,by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.includes that part of any contract or agreement that indemnifies a railroad for "bodily injury"or "property damage"arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle,tracks,road-beds,tunnel, underpass or crossing. However,Paragraph f.does not include that part of any contract or agreement: DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Page 22 of 24 Form SS 00 08 04 05 (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing,approving or failing to prepare or approve maps,shop drawings,opinions,reports, surveys,field orders,change orders,designs or drawings and specifications;or (b)Giving directions or instructions, or failing to give them,if that is the primary cause of the injury or damage;or (2)Under which the insured,if an architect,engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services,including those listed in (1)above and supervisory, inspection,architectural or engineering activities. 13."Leased worker"means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm,to perform duties related to the conduct of your business."Leased worker"does not include a "temporary worker". 14."Loading or unloading"means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft,watercraft or "auto"; b.While it is in or on an aircraft,watercraft or "auto";or c.While it is being moved from an aircraft, watercraft or "auto"to the place where it is finally delivered; but "loading or unloading"does not include the movement of property by means of a mechanical device,other than a hand truck,that is not attached to the aircraft,watercraft or "auto". 15."Mobile equipment"means any of the following types of land vehicles,including any attached machinery or equipment: a.Bulldozers,farm machinery,forklifts and other vehicles designed for use principally off public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles,whether self-propelled or not,on which are permanently mounted: (1)Power cranes,shovels,loaders, diggers or drills;or (2)Road construction or resurfacing equipment such as graders,scrapers or rollers; e.Vehicles not described in a.,b.,c.,or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors,pumps and generators,including spraying, welding,building cleaning, geophysical exploration,lighting and well servicing equipment;or (2)Cherry pickers and similar devices used to raise or lower workers; f.Vehicles not described in a.,b.,c.,or d. above maintained primarily for purposes other than the transportation of persons or cargo. However,self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment"but will be considered "autos": (1)Equipment,of at least 1,000 pounds gross vehicle weight,designed primarily for: (a)Snow removal; (b)Road maintenance,but not construction or resurfacing;or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers;and (3)Air compressors,pumps and generators,including spraying, welding,building cleaning, geophysical exploration,lighting and well servicing equipment. 16."Occurrence"means an accident,including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury"means injury, including consequential "bodily injury",arising out of one or more of the following offenses: a.False arrest,detention or imprisonment; b.Malicious prosecution; DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 23 of 24 c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room,dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d.Oral,written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods,products or services; e.Oral,written or electronic publication of material that violates a person's right of privacy; f.Copying,in your "advertisement",a person’s or organization’s "advertising idea"or style of "advertisement"; g.Infringement of copyright,slogan,or title of any literary or artistic work,in your "advertisement";or h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18."Pollutants"means any solid,liquid,gaseous or thermal irritant or contaminant,including smoke, vapor,soot,fumes,acids,alkalis,chemicals and waste.Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard"; a.Includes all "bodily injury"and "property damage"occurring away from premises you own or rent and arising out of "your product"or "your work"except: (1)Products that are still in your physical possession;or (2)Work that has not yet been completed or abandoned.However,"your work" will be deemed to be completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service,maintenance, correction,repair or replacement,but which is otherwise complete,will be treated as completed. The "bodily injury"or "property damage" must occur away from premises you own or rent,unless your business includes the selling,handling or distribution of "your product"for consumption on premises you own or rent. b.Does not include "bodily injury"or "property damage"arising out of: (1)The transportation of property,unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you,and that condition was created by the "loading or unloading"of that vehicle by any insured;or (2)The existence of tools,uninstalled equipment or abandoned or unused materials. 20."Property damage"means: a.Physical injury to tangible property, including all resulting loss of use of that property.All such loss of use shall be deemed to occur at the time of the physical injury that caused it;or b.Loss of use of tangible property that is not physically injured.All such loss of use shall be deemed to occur at the time of "occurrence"that caused it. As used in this definition,"electronic data"is not tangible property. 21."Suit"means a civil proceeding in which damages because of "bodily injury","property damage"or "personal and advertising injury" to which this insurance applies are alleged. "Suit"includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent;or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22."Temporary worker"means a person who is furnished to you to substitute for a permanent "employee"on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker"means a person who: a.Is not your "employee"; DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF BUSINESS LIABILITY COVERAGE FORM Page 24 of 24 Form SS 00 08 04 05 b.Donates his or her work; c.Acts at the direction of and within the scope of duties determined by you;and d.Is not paid a fee,salary or other compensation by you or anyone else for their work performed for you. 24."Your product": a.Means: (1)Any goods or products,other than real property,manufactured,sold,handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired;and (2)Containers (other than vehicles), materials,parts or equipment 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 (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 25."Your work": a.Means: (1)Work or operations performed by you or on your behalf;and (2)Materials,parts or equipment furnished in connection with such work or operations. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality,durability,performance or use of "your work";and (2)The providing of or failure to provide warnings or instructions. DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 04 33 04 05 Page 1 of 1 ©2005,The Hartford © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECT PRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSDADDL WVDSUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE 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: INSURED PHONE(A/C, No, Ext): PRODUCER E-MAIL ADDRESS: INSPERITYCERTS@LOCKTONAFFINITY.COM FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Acct#:2205847 10/01/2023 Lockton Companies, LLC 888-828-83653657 Briarpark Dr., Suite 700 Houston, TX 77042 Indemnity Insurance Co. of North America 43575 URBANTRANS CONSULTANTS, INC.1543 CHAMPA ST STE 201DENVER, CO 80202-2979 A X C55796968 10/01/2023 10/01/2024 X 1,000,000 1,000,000 1,000,000 WAIVER OF SUBROGATION IN FAVOR OF City of Carlsbad/CMWD WHEN REQUIRED BY WRITTEN CONTRACT. CITY OF CARLSBAD/CMWDC/O EXIGIS INSURANCE COMPLIANCE SERVICES P.O. BOX 947MURRIETA, CA 92564 DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF Workers' Compensation and Employers' Liability Policy Named Insured URBANTRANS CONSULTANTS, INC. 1543 CHAMPA ST STE 201 DENVER, CO 80202-2979 Endorsement Number Policy Number Symbol: RWC Number: C55796968 Policy Period 10/01/2023 TO 10/01/2023 Effective Date of Endorsement 10/01/2023 Issued By (Name of Insurance Company) Indemnity Insurance Co. of North America Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. NOTICE TO OTHERS ENDORSEMENT - SPECIFIC PARTIES If we cancel this Policy prior to its expiration date by notice to you or the first Named insured for any reason other thanA. nonpayment of premium, we will endeavor, as set out below, to send written notice of cancellation, via such electronic or other form of notification as we determine, to the persons or organizations listed in the schedule set out below {the "Schedule"). You or your representative must provide us with both the physical and e-mail address of such persons or organizations, and we will utilize such e-mail address or physical address that you or your representative provided to us on such Schedule. We will endeavor to send or deliver such notice to the e-mail address or physical address corresponding to each person orB. organization indicated in the Schedule at least 30 days prior to the cancellation date applicable to the Policy. The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s)C. named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s). Our failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule shall impose no obligation or liability of any kind upon us, our agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Policy. We are not responsible for verifying any information provided to us in any Schedule, nor are we responsible for anyD. incorrect information that you or your representative provide to us. If you or your representative does not provide us with the information necessary to complete the Schedule, we have no responsibility for taking any action under this endorsement. In addition, if neither you nor your representative provides us with e-mail and physical address information with respect to a particular person or organization, then we shall have no responsibility for taking action with regard to such person or entity under this endorsement. We may arrange with your representative to send such notice in the event of any such cancellation.E. You will cooperate with us in providing, or in causing your representative to provide, the e-mail address and physicalF. address of the persons or organizations listed in the Schedule. This endorsement does not apply in the event that you cancel the Policy.G. SCHEDULE Name of Certificate Holder E-Mail Address Physical Address City of Carlsbad/CMWD P.O. Box 947 Murrieta, CA 92564 All other terms and conditions of this Policy remain unchanged. This endorsement is not applicable in the states of AZ, FL, ID, ME, NC, NJ, NM, TX and WI. Authorized Representative WC 99 03 71 (01/11)Page 1 of 1 DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF Workers' Compensation and Employers' Liability Policy Named Insured Endorsement Number URBANTRANS CONSULTANTS, INC. 1543 CHAMPA ST STE 201 DENVER, CO 80202-2979 Policy Number Symbol: RWC Number: C55796968 Policy Period 10/01/2023 TO 10/01/2024 Effective Date of Endorsement 10/01/2023 Issued By (Name of Insurance Company) Indemnity Insurance Co. of North America Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. Schedule City of Carlsbad/CMWD P.O. Box 947 Murrieta, CA 92564 WAIVER OF SUBROGATION IN FAVOR OF City of Carlsbad/CMWD WHEN REQUIRED BY WRITTEN CONTRACT. For the states of CA, UT, TX, refer to state specific endorsements. This endorsement is not applicable in KY, NH, and NJ. The endorsement does not apply to policies in Missouri where the employer is in the construction group of code classifications. According to Section 287.150(6) of the Missouri statutes, a contractual provision purporting to waive subrogation rights against public policy and void where one party to the contract is an employer in the construction group of code classifications. For Kansas, use of this endorsement is limited by the Kansas Fairness in Private Construction Contract Act(K.S.A.. 16-1801 through 16-1807 and any amendments thereto) and the Kansas Fairness in Public Construction Contract Act(K.S.A 16-1901 through 16-1908 and any amendments thereto). According to the Acts a provision in a contract for private or public construction purporting to waive subrogation rights for losses or claims covered or paid by liability or workers compensation insurance shall be against public policy and shall be void and unenforceable except that, subject to the Acts, a contract may require waiver of subrogation for losses or claims paid by a consolidated or wrap-up insurance program. Authorized Agent WC 00 03 13 (11/05)© Copyright 1983-2017 National Council on Compensation Insurance, Inc. All Rights Reserved. DocuSign Envelope ID: 5ED18014-67CF-492E-BABE-29204C864FBF SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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 THISCERTIFICATE 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY Willis Towers Watson Insurance Services West, Inc.c/o 26 Century BlvdP.O. Box 305191Nashville, TN 372305191 USA Alta Planning + Design, Inc.101 South Main St., Ste 2000Portland, OR 97204 Job Project Location: Carlsbad, CA Transportation Demand Management 8-29-2019. City of Carlsbad is included as Additional Insured as respects to General Liability and Automobile Liability. General Liability shall be Primary and Non-Contributory with any other insurance in force for or which may bepurchased by Additional Insured. City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O. Box 947Murrieta, CA 92564 01/30/2024 1-877-945-7378 1-888-467-2378 certificates@willis.com Liberty Mutual Fire Insurance Company 23035 Liberty Insurance Corporation American Guarantee and Liability Insurance 42404 26247 Allied World Surplus Lines Insurance Compa 24319 W32570197 A 2,000,000 1,000,000 25,000 2,000,000 4,000,000 4,000,000 Y Y TB2-641-446161-053 12/31/2023 12/31/2024 B 5,000,000 12/31/202412/31/2023YAS7-641-446161-043 C 10,000,000 AUC 8344746-00 12/31/2023 12/31/2024 10,000,000 WC7-641-446161-063BY 1,000,000No12/31/2023 12/31/2024 1,000,000 1,000,000 D Professional Liab incl Pollution Each Claim Limit0313-8987 07/01/2023 07/01/2024 Policy Aggregate 331058825366231SR ID:BATCH: $5,000,000 $5,000,000 Willis Towers Watson Certificate Center Page 1 of 2 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Alta Planning + Design, Inc.101 South Main St., Ste 2000Portland, OR 97204 Waiver of Subrogation applies in favor of Additional Insured with respects to General Liability and WorkersCompensation, as permitted by law. 2 2 Willis Towers Watson Insurance Services West, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance W32570197CERT:3310588BATCH:25366231SR ID: POLICY NUMBER: AS7-641-446161-043 ISSUED BY: Liberty Mutual Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKERS EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY - UMBRELLA COVERAGE FORM SCHEDULE Name of Other Person(s)/ Organization(s): Email Address of mailing address: Number of Days Notice: Per file on Schedule with the Company 30 days A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 01 05 11 © 2011 Liberty Mutual Group of Companies. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 POLICY NUMBER: TB2-641-446161-053 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1.Your acts or omissions; or 2.The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1.All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2.That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Schedule Name Of Additional Insured Person(s) Or Organization(s): Location(s) Of Covered Operations Any person or organization you are required to name as an Additional Insured in a written contract or agreement All locations as required by written contract or agreement entered into prior to an "occurrence" or offense Information required to complete this Schedule, if not shown above, will be shown in the Declarations. © Insurance Services Office, Inc., 2018 Page of 1 1CG 20 10 12 19 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 POLICY NUMBER: TB2-641-446161-053 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS – COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. Schedule Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations Any person or organization you are required to name as an Additional Insured in a written contract or agreement All locations as required by written contract or agreement entered into prior to an "occurrence" or offense where the written contract or agreement obligates you to procure completed operations coverage for the Additional Insured Information required to complete this Schedule, if not shown above, will be shown in the Declarations. © Insurance Services Office, Inc., 2018 Page of 1 1CG 20 37 12 19 POLICY NUMBER: TB2-641-446161-053 ISSUED BY: Liberty Mutual Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF-INSURED TRUCKERS EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY - UMBRELLA COVERAGE FORM SCHEDULE Name of Other Person(s)/ Organization(s): Email Address of mailing address: Number of Days Notice: Per file on Schedule with the Company 30 days A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 01 05 11 © 2011 Liberty Mutual Group of Companies. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number Issued by Liberty Mutual Fire Insurance Co. TB2-641-446161-053 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE AMENDMENT – SCHEDULED ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART If you are obligated under a written agreement to provide liability insurance on a primary, excess, contingent, or any other basis for any person(s) or organization(s) shown in the Schedule of this endorsement that qualifies as an additional insured on this Policy, this Policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV – Conditions will not apply. Where the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV – Conditions will apply. However, this insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured for the same "occurrence", claim or "suit". Schedule Name of Person(s) or Organization(s): Where required by written contract Page of© 2018 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office, Inc., with its permission. 1 1LC 24 20 11 18 COMMERCIAL GENERAL LIABILITYPOLICY NUMBER: CG 24 04 12 19 TB2-641-446161-053 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. Schedule Name Of Person(s) Or Organization(s): Any person or organization required by written contract or agreement, prior to an "occurrence" or offense, to waive your right of recovery, except where such requirement is prohibited by law Information required to complete this Schedule, if not shown above, will be shown in the Declarations. © Insurance Services Office, Inc., 2018 Page of 1 1CG 24 04 12 19 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization you are required to add as an Additional Insured in a written contract or agreement. In the state of Wisconsin, the premium charge is 2.0% of the total manual premium plus EL Increased Limits, subject to a minimum premium of $50 per policy. Issued by: Liberty Insurance Corp. For attachment to Policy No. WC7-641-446161-063 Effective Date 12/31/2023 Premium $ Incl. Issued to: Trilon Group, LLC Name of Other Person(s) /Email Address or mailing address:Number Days Notice:Organization(s): Per Schedule on file with the Company Per Schedule on file with the Company 90 NOTICE OF CANCELLATION TO THIRD PARTIES A.If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below. We will send notice to the email or mailing address listed below at least 10 days, or the number of days listed below, if any, before cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B.This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. Schedule All other terms and conditions of this policy remain unchanged. Issued by For attachment to Policy No. Effective Date Premium $ Issued to Endorsement No.Trilon Group, LLC Liberty Insurance Corporation 21814 WC7-641-446161-063 WC 99 20 75Ed. 12/01/2016 Page of© 2016 Liberty Mutual Insurance 1 1 PSA22-1546TRAN City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 3 TO EXTEND AND AMEND THE AGREEMENT FOR TRANSPORTATION DEMAND MANAGEMENT SERVICES URBANTRANS CONSULTANTS, INC. This Amendment No. 3 is entered into and effective as of the _______ day of ___________________________, 2023, extending the agreement dated August 21, 2019, (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and UrbanTrans Consultants, Inc., a Colorado corporation, dba UrbanTrans North America (“Contractor") (collectively, the “Parties”) for administration of Transportation Demand Management Services. RECITALS A. On August 20, 2021, the Parties executed Amendment No. 1 to the Agreement to extend and fund for a period of one (1) year ending on August 20, 2022; and B. On September 27, 2022, the Parties executed a Ratification of the Agreement to Amendment No. 2 to extend and fund for a period of one (1) year; and C. The Parties desire to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended and funded for a period of one (1) year ending on August 20, 2024. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. [signatures on following page] DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 20th July PSA22-1546TRAN City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment 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 Amendment. CONTRACTOR UrbanTrans Consultants, Inc., a Colorado corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Scott Chadwick, City Manager Aaron Gaul, Vice-President (print name/title) ATTEST: By: (sign here) for Sherry Freisinger, City Clerk Matthew Kaufman, Secretary (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE McMAHON, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD 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 7/22/2022 License # 0757776 (720) 207-2328 (866) 243-0727 11000 UrbanTrans Consultants Inc 1543 Champa Street, #201 Denver, CO 80202 33138 A 2,000,000 X X 34SBAII9973 8/1/2022 8/1/2023 1,000,000 10,000 2,000,000 4,000,000 4,000,000 2,000,000A 34SBAII9973 8/1/2022 8/1/2023 3,000,000A 34SBAII9973 8/1/2022 8/1/2023 3,000,000 10,000 B Professional Liab.LHR797595 8/1/2022 Each Claim/Aggregate 2,000,000 City of Carlsbad/CMWD is included as additional insured under Business Liability on a primary and non-contributory basis. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 URBACON-01 TCORNEJO HUB International Insurance Services (COL) 2000 S. Colorado Blvd Tower 2, Suite 150 Denver, CO 80222 KayLynn Pattinson kaylynn.pattinson@hubinternational.com Sentinel Insurance Company, Ltd. Landmark American Insurance Company 8/1/2023 X X X X X X X DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 QUICK REF ERENCE BUSINESS LIA BILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A.COVERAGES 1 1Business Liability 2Medical Expenses 2CoverageExtension -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 2.15DutiesInTheEventOf Occurrence,Offense,Claim Or Suit 3.16FinancialResponsibilityLaws 4.16Legal Action Against Us 5.16SeparationOf Insureds 6.16Representations 7.16OtherInsurance 8.17TransferOf Rights Of Recovery Against Others To Us F.OPTIONAL ADDITIONAL INSURED COVERAGES 18 18AdditionalInsureds G.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 ABCDEFGHIJ BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights,duties and what is and is not covered. Throughout this policy the words "you"and "your"refer to the Named Insured shown in the Declarations.The words "we", "us"and "our"refer to the stock insurance company member of The Hartford providing this insurance. CTheword "insured" means any person or organization qualifying as such under Section . -Who Is An Insured. GOtherwordsandphrasesthatappearinquotationmarkshavespecialmeaning.Refer to Section .-Liability And Medical Expenses Definitions. (a)The "bodily injury"or "property A.COVERAGES damage"is caused by an 1.BUSINESS LIABILITY COVERAGE (BODILY "occurrence"that takes place in the INJURY,PROPERTY DAMAGE,PERSONAL "coverage territory";AND ADVERTISING INJURY) (b)The "bodily injury"or "propertyInsuringAgreementdamage"occurs during the policy a.We will pay those sums that the insured period; and becomes legally obligated to pay as (c)Prior to the policy period,no insureddamagesbecauseof"bodily injury", 1.listed under Paragraph of Section"property damage"or "personal and C.–Who Is An Insured and noadvertisinginjury"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,thatadvertisinginjury"to which this insurance the "bodily injury"or "propertydoesnotapply.damage"occurred,then any We may,at our discretion,investigate any continuation,change or resumption "occurrence"or offense and settle any claim of such "bodily injury"or "property or "suit" that may result. But:damage"during or after the policy period will be deemed to have been(1)The amount we will pay for damages is known prior to the policy period.D.limited as described in Section - (2)To "personal and advertising injury" Liability And Medical Expenses Limits caused by an offense arising out of your Of Insurance; and business,but only if the offense was(2)Our right and duty to defend ends when committed in the "coverage territory" we have used up the applicable limit of during the policy period.insurance in the payment of judgments, c."Bodily injury"or "property damage"will be settlements or medical expenses to which deemed to have been known to have this insurance applies. occurred at the earliest time when any No other obligation or liability to pay sums or 1.insured listed under Paragraph of Section perform acts or services is covered unless C.–Who Is An Insured or any "employee" explicitly provided for under Coverage authorized by you to give or receive noticeExtension-Supplementary Payments. of an "occurrence" or claim:b.This insurance applies:(1)Reports all,or any part,of the "bodily (1)To "bodily injury"and "property injury"or "property damage"to us or damage" only if:any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005,The Hartford DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM (2)b.Receives a written or verbal demand or We will make these payments regardless of claim for damages because of the "bodily fault.These payments will not exceed the injury"or "property damage";or applicable limit of insurance.We will pay reasonable expenses for:(3)Becomes aware by any other means that (1)"bodily injury"or "property damage"has First aid administered at the time of an occurred or has begun to occur.accident; d.(2)Damages because of "bodily injury"include Necessary medical,surgical,x-ray and damages claimed by any person or dental services,including prosthetic organization for care,loss of services or devices;and death resulting at any time from the "bodily (3)Necessary ambulance,hospital, injury".professional nursing and funeral e.Incidental Medical Malpractice services. (1)"Bodily injury"arising out of the 3.COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a.We will pay,with respect to any claim or physician,dentist,nurse,emergency "suit"we investigate or settle,or any "suit" medical technician or paramedic shall against an insured we defend:be deemed to be caused by an (1)All expenses we incur."occurrence", but only if: (2)Up to $1,000 for the cost of bail bonds (a)The physician,dentist,nurse, required because of accidents or traffic emergency medical technician or law violations arising out of the use of paramedic is employed by you to any vehicle to which Business Liability provide such services; and Coverage for "bodily injury"applies. We (b)You are not engaged in the do not have to furnish these bonds.business or occupation of providing (3)The cost of appeal bonds or bonds to such services. release attachments,but only for bond (2)For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance.We do not have to furnish malpractice,any act or omission these bonds.together with all related acts or (4)All reasonable expenses incurred by the omissions in the furnishing of these insured at our request to assist us in the services to any one person will be investigation or defense of the claim or considered one "occurrence"."suit",including actual loss of earnings 2.MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work. a.We will pay medical expenses as described (5)All costs taxed against the insured in below for "bodily injury"caused by an the "suit". accident:(6)Prejudgment interest awarded against (1)On premises you own or rent;the insured on that part of the judgment we pay.If we make an offer to pay the (2)On ways next to premises you own or applicable limit of insurance,we will not rent;or pay any prejudgment interest based on (3)Because of your operations;that period of time after the offer. provided that:(7)All interest on the full amount of any (1)The accident takes place in the judgment that accrues after entry of the "coverage territory"and during the judgment and before we have paid, policy period;offered to pay,or deposited in court the part of the judgment that is within the (2)The expenses are incurred and reported applicable limit of insurance.to us within three years of the date of the accident; and (1)(7)Any amounts paid under through above will not reduce the limits of insurance.(3)The injured person submits to examination,at our expense,by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM b.If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys'fees incurred by us in the named as a party to the "suit",we will defense of that indemnitee,necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met:necessary litigation expenses incurred by the indemnitee at our request will be(1)The "suit"against the indemnitee paid as Supplementary Payments.seeks damages for which the insured has assumed the liability of the Notwithstanding the provisions of 1.b.(b)B.indemnitee in a contract or agreement Paragraph of Section – that is an "insured contract";Exclusions,such payments will not be deemed to be damages for "bodily (2)This insurance applies to such liability injury"and "property damage"and will assumed by the insured; not reduce the Limits of Insurance.(3)The obligation to defend, or the cost of Our obligation to defend an insured's the defense of,that indemnitee,has indemnitee and to pay for attorneys'fees also been assumed by the insured in and necessary litigation expenses as the same "insured contract";Supplementary Payments ends when:(4)The allegations in the "suit"and the (1)We have used up the applicable limit information we know about the of insurance in the payment of "occurrence"are such that no conflict judgments or settlements; orappearstoexistbetweentheinterests (2)of the insured and the interest of the The conditions set forth above,or the indemnitee;terms of the agreement described in (6)Paragraph above,are no longer met.(5)The indemnitee and the insured ask us to conduct and control the defense B.EXCLUSIONS of that indemnitee against such "suit" 1.Applicable To Business Liability Coverageandagreethatwecanassignthe This insurance does not apply to:same counsel to defend the insured and the indemnitee;and a.Expected Or Intended Injury (6)The indemnitee:(1)"Bodily injury"or "property damage" expected or intended from the (a)Agrees in writing to: standpoint of the insured.This (i)Cooperate with us in the exclusion does not apply to "bodily investigation,settlement or injury"or "property damage"resulting defense of the "suit";from the use of reasonable force to (ii)Immediately send us copies of protect persons or property; or any demands,notices, (2)"Personal and advertising injury"arisingsummonsesorlegalpapers out of an offense committed by,at thereceivedinconnectionwith direction of or with the consent orthe "suit";acquiescence of the insured with the (iii)Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b.Contractual Liability (iv)Cooperate with us with (1)"Bodily injury"or "property damage";orrespecttocoordinatingother (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 thedefenseoftheindemniteein absence of the contract orsuch"suit". agreement;or Form SS 00 08 04 05 Page 3 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM (b)(b)"Bodily injury"or "property damage"Performing duties related to the assumed in a contract or agreement conduct of the insured’s business,or that is an "insured contract",(2)The spouse,child,parent,brother or provided the "bodily injury"or sister of that "employee"as a "property damage"occurs (1)consequence of above. subsequent to the execution of the This exclusion applies:contract or agreement.Solely for (1)Whether the insured may be liable as the purpose of liability assumed in an employer or in any other capacity; an "insured contract",reasonable andattorneys'fees and necessary litigation expenses incurred by or for (2)To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury"or "property damage"This exclusion does not apply to liability provided:assumed by the insured under an "insured (i)Liability to such party for,or for contract". the cost of,that party’s defense f.Pollutionhasalsobeenassumedinthe(1)"Bodily injury","property damage"or same "insured contract",and "personal and advertising injury" (ii)Such attorneys'fees and arising out of the actual,alleged or litigation expenses are for threatened discharge,dispersal, defense of that party against a seepage,migration,release or escape civil or alternative dispute of "pollutants":resolution proceeding in which (a)At or from any premises,site or damages to which this location which is or was at anyinsurance applies are alleged.time owned or occupied by,or c.Liquor Liability rented or loaned to any insured. "Bodily injury"or "property damage"for However,this subparagraph does which any insured may be held liable by not apply to: reason of:(i)"Bodily injury"if sustained within (1)Causing or contributing to the a building and caused by intoxication of any person;smoke,fumes,vapor or soot produced by or originating from(2)The furnishing of alcoholic beverages to equipment that is used to heat,a person under the legal drinking age or cool or dehumidify the building,under the influence of alcohol;or or equipment that is used to(3)Any statute,ordinance or regulation heat water for personal use,byrelatingtothesale,gift,distribution or the building's occupants or theiruseofalcoholicbeverages.guests; This exclusion applies only if you are in the (ii)"Bodily injury"or "propertybusinessofmanufacturing,distributing,damage"for which you may beselling,serving or furnishing alcoholic held liable,if you are abeverages.contractor and the owner ord.Workers'Compensation And Similar lessee of such premises,site orLawslocation has been added to your Any obligation of the insured under a policy as an additional insured workers'compensation,disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law.additional insured at that premises,site or location ande.Employer’s Liability such premises,site or location"Bodily injury" to: is not and never was owned or(1)An "employee"of the insured arising occupied by,or rented orout of and in the course of:loaned to,any insured,other (a)Employment by the insured;or than that additional insured;or Page 4 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 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"; orwhomyoumaybelegally (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 subcontractorslocationonwhichanyinsuredor working directly or indirectly on anyanycontractorsorsubcontractors insured’s behalf are performingworkingdirectlyorindirectlyon operations if the operations are toanyinsured'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 assessthepremises,site or location in the effects of,"pollutants".connection with such operations (2)Any loss,cost or expense arising out by such insured,contractor or of any:subcontractor.However,this (a)subparagraph does not apply to:Request, demand, order or statutory or regulatory requirement that any(i)"Bodily injury"or "property insured or others test for,monitor,damage"arising out of the clean up,remove,contain,treat,escape of fuels,lubricants or detoxify or neutralize,or in any wayother operating fluids which are respond to,or assess the effects of,needed to perform the normal "pollutants";orelectrical,hydraulic or (b)mechanical functions Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts,damages because of testing for, if such fuels, lubricants or other monitoring,cleaning up, removing, operating fluids escape from a containing,treating,detoxifying or vehicle part designed to hold,neutralizing,or in any way store or receive them.This responding to,or assessing the exception does not apply if the effects of,"pollutants". "bodily injury"or "property However,this paragraph does not damage"arises out of the apply to liability for damages because intentional discharge,dispersal of "property damage"that the insured or release of the fuels,would have in the absence of such lubricants or other operating request,demand,order or statutory or fluids,or if such fuels,regulatory requirement,or such claim lubricants or other operating or "suit"by or on behalf of a fluids are brought on or to the governmental authority. premises,site or location with the intent that they be discharged,dispersed or Form SS 00 08 04 05 Page 5 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM g.Aircraft,Auto Or Watercraft (2)The use of "mobile equipment"in,or while in practice or preparation for,a"Bodily injury"or "property damage"arising prearranged racing,speed or out of the ownership,maintenance,use or demolition contest or in any stunting entrustment to others of any aircraft,"auto"activity.or watercraft owned or operated by or rented i.Warorloanedtoanyinsured.Use includes operation and "loading or unloading"."Bodily injury","property damage"or This exclusion applies even if the claims "personal and advertising injury",however against any insured allege negligence or caused,arising,directly or indirectly,out of: other wrongdoing in the supervision,hiring,(1)War,including undeclared or civil war;employment,training or monitoring of others (2)Warlike action by a military force, by that insured,if the "occurrence"which including action in hindering or caused the "bodily injury"or "property defending against an actual ordamage"involved the ownership,expected attack,by any government, maintenance,use or entrustment to others of sovereign or other authority usinganyaircraft,"auto"or watercraft that is military personnel or other agents; orownedoroperatedbyorrentedorloanedto (3)Insurrection,rebellion,revolution, any insured. usurped power,or action taken by This exclusion does not apply to:governmental authority in hindering or (1)A watercraft while ashore on premises defending against any of these.you own or rent;j.Professional Services(2)A watercraft you do not own that is:"Bodily injury","property damage"or (a)Less than 51 feet long; and "personal and advertising injury"arising out of the rendering of or failure to render (b)Not being used to carry persons any professional service.This includes for a charge; but is not limited to:(3)Parking an "auto"on,or on the ways (1)Legal,accounting or advertisingnextto,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 ormaintenanceoruseofaircraftor drawings and specifications;watercraft; (3)Supervisory,inspection,architectural (5)"Bodily injury"or "property damage" or engineering activities;arising out of the operation of any of f.(2)the equipment listed in Paragraph (4)Medical,surgical,dental,x-ray or f.(3)or of the definition of "mobile nursing services treatment,advice or equipment";or instruction; (6)An aircraft that is not owned by any (5)Any health or therapeutic service insured and is hired,chartered or loaned treatment, advice or instruction; with a paid crew.However,this (6)Any service,treatment,advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement,hair injury"or "property damage",whether removal or replacement or personal the other insurance is primary,excess,grooming;contingent or on any other basis. (7)Optical or hearing aid services h.Mobile Equipment including the prescribing,preparation, "Bodily injury"or "property damage" fitting,demonstration or distribution of arising out of:ophthalmic lenses and similar products or hearing aid devices;(1)The transportation of "mobile equipment" by an "auto"owned or operated by or rented or loaned to any insured;or Page 6 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM (8)(1)(3)(4)Optometry or optometric services Paragraphs ,and of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing,damage"(other than damage by fire)to preparation,fitting,demonstration or premises,including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products;fewer consecutive days.A separate Limit of Insurance applies to Damage To (9)Any:Premises Rented To You as described in (a)Body piercing (not including ear D.Section -Limits Of Insurance.piercing);(2)Paragraph of this exclusion does not(b)Tattooing,including but not limited apply if the premises are "your work"and to the insertion of pigments into or were never occupied,rented or held for under the skin; and rental by you. (c)Similar services;(3) (4)Paragraphs and of this exclusion do (10)Services in the practice of pharmacy; not apply to the use of elevators. and (3)(4)(5)(6)Paragraphs ,,and of this (11)Computer consulting,design or exclusion do not apply to liability assumed programming services,including web under a sidetrack agreement. site design.(3)(4)Paragraphs and of this exclusion do (4)(5)Paragraphs and of this exclusion do not apply to "property damage"to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. 1.e.A.Paragraph in Section -Coverages.(6)Paragraph of this exclusion does not k.Damage To Property apply to "property damage" included in the "products-completed operations hazard"."Property damage" to: l.Damage To Your Product(1)Property you own,rent or occupy, including any costs or expenses "Property damage"to "your product" incurred by you,or any other person, arising out of it or any part of it. organization or entity,for repair, m.Damage To Your Workreplacement,enhancement, "Property damage"to "your work"arising restoration or maintenance of such out of it or any part of it and included in the property for any reason,including "products-completed operations hazard".prevention of injury to a person or damage to another's property;This exclusion does not apply if the damaged work or the work out of which (2)Premises you sell,give away or the damage arises was performed on your abandon,if the "property damage"arises behalf by a subcontractor.out of any part of 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 or subcontractors working directly or dangerous condition in "your product" indirectly on your behalf are performing or "your work"; oroperations,if the "property damage" (2)arises out of those operations;or A delay or failure by you or anyone acting on your behalf to perform a (6)That particular part of any property contract or agreement in accordance that must be restored,repaired or with its terms.replaced because "your work"was incorrectly performed on it.This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product"or "your work"after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM o.Recall Of Products,Work Or Impaired (c)Title of any literary or artistic work; Property (8)Arising out of an offense committed by Damages claimed for any loss,cost or an insured whose business is: (a)expense incurred by you or others for the Advertising,broadcasting, loss of use,withdrawal,recall,inspection, publishing or telecasting; repair,replacement,adjustment,removal (b)Designing or determining content or disposal of:of web sites for others;or (1)"Your product";(c)An Internet search,access, (2)"Your work";or content or service provider. (3)"Impaired property";However,this exclusion does not if such product,work or property is a.b.c.apply to Paragraphs ,and withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization G.advertising injury"in Section – because of a known or suspected defect, Liability And Medical Expenses deficiency,inadequacy or dangerous Definitions. condition in it.For the purposes of this exclusion, p.Personal And Advertising Injury placing an "advertisement"for or linking to others on your web site,by "Personal and advertising injury": itself,is not considered the business(1)Arising out of oral, written or electronic of advertising,broadcasting, publication of material,if done by or at publishing or telecasting;the direction of the insured with (9)Arising out of an electronic chat room knowledge of its falsity; or bulletin board the insured hosts, (2)Arising out of oral, written or electronic owns,or over which the insured publication of material whose first exercises control;publication took place before the (10)Arising out of the unauthorized use ofbeginningofthepolicy period; another's name or product in your e-mail(3)Arising out of a criminal act committed address,domain name or metatags,orbyor at the direction of the insured;any other similar tactics to mislead (4)Arising out of any breach of contract, another's potential customers; except an implied contract to use (11)Arising out of the violation of a another’s "advertising idea"in your person's right of privacy created by "advertisement";any state or federal act. (5)Arising out of the failure of goods, However,this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act;"advertisement"; (12)Arising out of:(6)Arising out of the wrong description of (a)An "advertisement"for others on the price of goods,products or services; your web site;(7)Arising out of any violation of any (b)Placing a link to a web site of intellectual property rights such as others on your web site;copyright,patent,trademark,trade name,trade secret,service mark or (c)Content from a web site of others other designation of origin or displayed within a frame or border authenticity.on your web site.Content includes information,code,sounds,text,However,this exclusion does not graphics or images;orapplytoinfringement,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: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM (13)(a)Arising out of a violation of any anti-May be awarded or incurred by trust law;reason of any claim or suit alleging actual or threatened injury (14)Arising out of the fluctuation in price or or damage of any nature or kind to value of any stocks,bonds or other persons or property which would securities; or not have occurred in whole or in (15)Arising out of discrimination or part but for the "asbestos hazard";humiliation committed by or at the (b)Arise out of any request,demand, direction of any "executive officer", order or statutory or regulatory director,stockholder,partner or requirement that any insured or member of the insured. others test for,monitor,clean up, q.Electronic Data remove,encapsulate,contain, Damages arising out of the loss of,loss of treat,detoxify or neutralize or in use of,damage to,corruption of,inability any way respond to or assess the to access,or inability to manipulate effects of an "asbestos hazard"; or "electronic data".(c)Arise out of any claim or suit for r.Employment-Related Practices damages because of testing for, monitoring,cleaning up,removing,"Bodily injury"or "personal and advertising encapsulating,containing,treating,injury"to: detoxifying or neutralizing or in any(1)A person arising out of any:way responding to or assessing the (a)Refusal to employ that person;effects of an "asbestos hazard". (b)Termination of that person's t.Violation Of Statutes That Govern E- employment; or Mails,Fax,Phone Calls Or Other Methods Of Sending Material Or (c)Employment-related practices, Informationpolicies,acts or omissions,such as coercion,demotion,evaluation,"Bodily injury","property damage",or reassignment,discipline,"personal and advertising injury"arising defamation,harassment,humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person;or violate: (2)The spouse,child,parent,brother or (1)The Telephone Consumer Protection sister of that person as a Act (TCPA),including any amendment consequence of "bodily injury"or of or addition to such law; "personal and advertising injury" to the (2)The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices law;or(a)(b)(c)described in Paragraphs ,,or (3)Any statute,ordinance or regulation,above is directed. other than the TCPA or CAN-SPAM ActThisexclusion applies:of 2003,that prohibits or limits the (1)Whether the insured may be liable as sending,transmitting,communicating or an employer or in any other capacity;distribution of material or information. and Damage To Premises Rented To You – (2)To any obligation to share damages Exception For Damage By Fire,Lightning with or repay someone else who must or Explosion pay damages because of the injury.c.h.k.o.Exclusions through and through do s.Asbestos not apply to damage by fire,lightning or explosion to premises rented to you or (1)"Bodily injury","property damage"or temporarily occupied by you with permission of "personal and advertising injury" the owner.A separate Limit of Insurance arising out of the "asbestos hazard". applies to this coverage as described in (2)Any damages,judgments,settlements,D.Section -Liability And Medical Expensesloss,costs or expenses that:Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM 2.Applicable To Medical Expenses Coverage e.A trust,you are an insured.Your trustees are also insureds,but only with respect to We will not pay expenses for "bodily injury":their duties as trustees.a.Any Insured 2.Each of the following is also an insured:To any insured,except "volunteer workers". a.Employees And Volunteer Workersb.Hired Person Your "volunteer workers"only whileTo a person hired to do work for or on behalf performing duties related to the conduct of of any insured or a tenant of any insured.your business,or your "employees",other c.Injury On Normally Occupied Premises than either your "executive officers"(if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership,joint venture or limited liability normally occupies.company)or your managers (if you are a limited liability company),but only for acts d.Workers'Compensation And Similar within the scope of their employment by Laws you or while performing duties related to To a person,whether or not an the conduct of your business."employee"of any insured,if benefits for However,none of these "employees"or the "bodily injury"are payable or must be "volunteer workers" are insureds for:provided under a workers'compensation or disability benefits law or a similar law.(1)"Bodily injury"or "personal and advertising injury":e.Athletics Activities (a)To you,to your partners or To a person injured while practicing, members (if you are a partnership instructing or participating in any physical or joint venture),to your members exercises or games,sports or athletic (if you are a limited liability contests. company),or to a co-"employee"f.Products-Completed Operations Hazard while in the course of his or her Included with the "products-completed employment or performing duties operations hazard".related to the conduct of your business,or to your other g.Business Liability Exclusions "volunteer workers"while Excluded under Business Liability Coverage.performing duties related to the C.WHO IS AN INSURED conduct of your business; 1.If you are designated in the Declarations as:(b)To the spouse,child,parent, brother or sister of that co-a.An individual,you and your spouse are "employee"or that "volunteer insureds,but only with respect to the worker"as a consequence of conduct of a business of which you are the (1)(a)Paragraph above;sole owner. (c)For which there is any obligation b.A partnership or joint venture,you are an to share damages with or repay insured.Your members,your partners,and someone else who must pay their spouses are also insureds,but only with damages because of the injury respect to the conduct of your business. (1)(a)described in Paragraphs orc.A limited liability company,you are an (b) above; orinsured.Your members are also insureds, (d)Arising out of his or her providing but only with respect to the conduct of your or failing to provide professional business.Your managers are insureds,but health care services.only with respect to their duties as your managers.If you are not in the business of providing professional health cared.An organization other than a partnership, (d)services,Paragraph does not applyjointventureorlimitedliabilitycompany,you to any nurse,emergency medicalareaninsured.Your "executive officers"and technician or paramedic employed bydirectorsareinsureds,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: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 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 committedapartnershiporjointventure),or before you acquired or formed the any member (if you are a limited organization.liability company). 4.Operator Of Mobile Equipmentb.Real Estate Manager With respect to "mobile equipment"registered inAny person (other than your "employee"or your name under any motor vehicle registration"volunteer worker"),or any organization law,any person is an insured while driving suchwhileacting as your real estate manager. equipment along a public highway with yourc.Temporary Custodians Of Your permission.Any other person or organizationPropertyresponsiblefortheconductofsuchpersonisAnypersonororganizationhavingproper also an insured,but only with respect to liabilitytemporarycustodyofyourpropertyifyou 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 byonlywithrespecttodutiesassuch.That you or the employer of any person who is representative will have all your rights and an insured under this provision.duties under this insurance. 5.Operator of Nonowned Watercrafte.Unnamed Subsidiary With respect to watercraft you do not own that Any subsidiary and subsidiary thereof,of is less than 51 feet long and is not being used yours which is a legally incorporated entity to carry persons for a charge, any person is an of which you own a financial interest of insured while operating such watercraft with more than 50%of the voting stock on the your permission.Any other person or effective date of this Coverage Part.organization responsible for the conduct of The insurance afforded herein for any such person is also an insured,but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft,and only if no otherinjuryordamagewithrespecttowhichan insurance of any kind is available to that insured under this insurance is also an person or organization for this liability.insured under another policy or would be However,no person or organization is an an insured under such policy but for its insured with respect to:termination or upon the exhaustion of its limits of insurance.a."Bodily injury"to a co-"employee"of the person operating the watercraft;or3.Newly Acquired Or Formed Organization b."Property damage"to property owned by,Any organization you newly acquire or form, rented to,in the charge of or occupied by other than a partnership,joint venture or you or the employer of any person who is limited liability company,and over which you an insured under this provision.maintain financial interest of more than 50%of the voting stock,will qualify as a Named 6.Additional Insureds When Required By Insured if there is no other similar insurance Written Contract,Written Agreement Or available to that organization. However:Permit a.Coverage under this provision is afforded The person(s)or organization(s)identified in only until the 180th day after you acquire a.f.Paragraphs through below are additional or form the organization or the end of the insureds when you have agreed,in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM (e)contract,written agreement or because of a Any failure to make such permit issued by a state or political inspections,adjustments,tests or subdivision,that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy,provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business,in connection agreement, or the issuance of the permit.with the distribution or sale of the products;A person or organization is an additional (f)Demonstration,installation, insured under this provision only for that servicing or repair operations, period of time required by the contract,except such operations performed agreement or permit.at the vendor's premises in However,no such person or organization is an connection with the sale of the additional insured under this provision if such product;person or organization is included as an (g)Products which,after distribution additional insured by an endorsement issued or sale by you,have been labeled by us and made a part of this Coverage Part, or relabeled or used as a including all persons or organizations added container,part or ingredient of any as additional insureds under the specific other thing or substance by or for additional insured coverage grants in Section the vendor; orF.–Optional Additional Insured Coverages. (h)"Bodily injury"or "property a.Vendors damage"arising out of the sole Any person(s)or organization(s)(referred to negligence of the vendor for its below as vendor),but only with respect to own acts or omissions or those of"bodily injury"or "property damage"arising its employees or anyone else out of "your products"which are distributed acting on its behalf. However, thisorsoldintheregularcourseofthevendor's exclusion does not apply to:business and only if this Coverage Part (i)The exceptions contained in provides coverage for "bodily injury"or (d)(f)Subparagraphs or ;or"property damage"included within the (ii)"products-completed operations hazard".Such inspections,adjustments, tests or servicing as the vendor(1)The insurance afforded to the vendor has agreed to make or normallyissubjecttothefollowingadditional undertakes to make in the usualexclusions:course of business,inThisinsurancedoes 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 anyobligatedtopaydamagesby insured person or organization fromreasonoftheassumptionof 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 orliabilityfordamagesthatthe containing such products.vendor would have in the absence b.Lessors Of Equipmentof the contract or agreement; (1)Any person or organization from (b)Any express warranty whom you lease equipment;but only unauthorized by you;with respect to their liability for "bodily (c)Any physical or chemical change injury","property damage"orintheproductmadeintentionally "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: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM (2)e.Permits Issued By State Or Political With respect to the insurance afforded Subdivisionstotheseadditionalinsureds,this insurance does not apply to any (1)Any state or political subdivision,but "occurrence"which takes place after only with respect to operationsyoucease to lease that equipment.performed by you or on your behalf for c.Lessors Of Land Or Premises which the state or political subdivision has issued a permit.(1)Any person or organization from (2)whom you lease land or premises,but With respect to the insurance afforded only with respect to liability arising out to these additional insureds,this of the ownership,maintenance or use insurance does not apply to: of that part of the land or premises (a)"Bodily injury","property damage" leased to you.or "personal and advertising (2)With respect to the insurance afforded injury"arising out of operations to these additional insureds,this performed for the state or insurance does not apply to:municipality; or (a)(b)Any "occurrence"which takes "Bodily injury"or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f.Any Other Party (b)Structural alterations,new (1)Any other person or organization who construction or demolition a.is not an insured under Paragraphsoperationsperformedbyoron ethrough.above,but only withbehalfofsuchpersonor respect to liability for "bodily injury", organization."property damage"or "personal and d.Architects, Engineers Or Surveyors advertising injury"caused,in whole or in part,by your acts or omissions or(1)Any architect,engineer,or surveyor,but the acts or omissions of those acting only with respect to liability for "bodily on your behalf:injury","property damage"or "personal (a)and advertising injury"caused,in whole In the performance of your or in part,by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b)In connection with your premises your behalf:owned by or rented to you;or (a)In connection with your premises; (c)In connection with "your work" and or included within the "products- (b)In the performance of your completed operations hazard",but ongoing operations performed by only if you or on your behalf.(i)The written contract or written (2)With respect to the insurance afforded agreement requires you to to these additional insureds,the provide such coverage to following additional exclusion applies:such additional insured;and (ii)This insurance does not apply to This Coverage Part provides "bodily injury","property damage"or coverage for "bodily injury"or "personal and advertising injury" "property damage"included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including:(2)With respect to the insurance afforded (a)The preparing,approving,or to these additional insureds,this failure to prepare or approve, insurance does not apply to: maps,shop drawings,opinions, "Bodily injury","property damage"or reports,surveys,field orders, "personal and advertising injury" change orders,designs or arising out of the rendering of,or the drawings and specifications; or failure to render,any professional (b)Supervisory,inspection, architectural,engineering or surveying architectural or engineering services,including: activities. Form SS 00 08 04 05 Page 13 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 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.bSubjecttoor above,whichever activities.applies,the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", D.insureds are described in Section –Limits "property damage"and medical expenses Of Insurance.arising out of any one "occurrence"is the Liability and Medical Expenses Limit shown in How this insurance applies when other the Declarations.insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses E.in Section – Liability And Medical Expenses because of "bodily injury"sustained by any General Conditions.one person is the Medical Expenses Limit shown in the Declarations.No person or organization is an insured with 4.Personal And Advertising Injury Limitrespecttotheconductofanycurrentorpast partnership,joint venture or limited liability 2.b.Subject to above,the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations."personal and advertising injury"sustained by any one person or organization is the Personal D.LIABILITY AND MEDICAL EXPENSES and Advertising Injury Limit shown in the LIMITS OF INSURANCE Declarations.1.The Most We Will Pay 5.Damage To Premises Rented To You LimitTheLimitsofInsuranceshowninthe The Damage To Premises Rented To You Declarations and the rules below fix the most Limit is the most we will pay under Business we will pay regardless of the number of:Liability Coverage for damages because of a.Insureds;"property damage"to any one premises,while b.Claims made or "suits" brought;or rented to you, or in the case of damage by fire, lightning or explosion,while rented to you or c.Persons or organizations making claims or temporarily occupied by you with permission of bringing "suits". the owner. 2.Aggregate Limits In the case of damage by fire,lightning or The most we will pay for:explosion, the Damage to Premises Rented To a.Damages because of "bodily injury"and You Limit applies to all damage proximately "property damage"included in the caused by the same event,whether such "products-completed operations hazard"is damage results from fire,lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6.How Limits Apply To Additional InsuredsDeclarations. The most we will pay on behalf of a person or b.Damages because of all other "bodily organization who is an additional insured injury","property damage"or "personal under this Coverage Part is the lesser of:and advertising injury",including medical a.The limits of insurance specified in a expenses,is the General Aggregate Limit written contract,written agreement or shown in the Declarations. permit issued by a state or political This General Aggregate Limit applies subdivision;orseparatelytoeachofyour"locations" b.The Limits of Insurance shown in the owned by or rented to you. Declarations."Location"means premises involving the Such amount shall be a part of and not in same or connecting lots,or premises addition to the Limits of Insurance shown in whose connection is interrupted only by a the Declarations and described in this Section.street,roadway or right-of-way of a railroad. Page 14 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM (1)If more than one limit of insurance under this Immediately send us copies of any policy and any endorsements attached thereto demands,notices,summonses or applies to any claim or "suit",the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2)Authorize us to obtain records and applicable to such claim or "suit".However,this other information;paragraph does not apply to the Medical Expenses (3)Cooperate with us in the investigation, 3.limit set forth in Paragraph above.settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit";and separately to each consecutive annual period and to (4)Assist us,upon our request,in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations,unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months.In that case,the additional period will be may also apply.deemed part of the last preceding period for purposes d.Obligations At The Insured's Own CostofdeterminingtheLimitsofInsurance. 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 InsuranceBankruptcyorinsolvencyoftheinsuredorof the insured's estate will not relieve us of our If we cover a claim or "suit"under this obligations under this Coverage Part.Coverage Part that may also be covered by other insurance available to an 2.Duties In The Event Of Occurrence, additional insured,such additional insured Offense, Claim Or Suit must submit such claim or "suit"to the a.Notice Of Occurrence Or Offense other insurer for defense and indemnity.You or any additional insured must see to However,this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence"or an written contract,written agreement or offense which may result in a claim.To permit that this insurance is primary and the extent possible,notice should include:non-contributory with the additional (1)How,when and where the "occurrence"insured's own insurance. or offense took place;f.Knowledge Of An Occurrence,Offense,(2)The names and addresses of any Claim Or Suitinjuredpersons and witnesses;and a.b.Paragraphs and apply to you or to (3)The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence",offense,claim or "suit"is "occurrence"or offense.known to: b.Notice Of Claim (1)You or any additional insured that is an individual;If a claim is made or "suit"is brought against any insured,you or any additional (2)Any partner,if you or an additional insured must:insured is a partnership; (1)Immediately record the specifics of the (3)Any manager,if you or an additional claim or "suit"and the date received; insured is a limited liability company; and (4)Any "executive officer"or insurance (2)Notify us as soon as practicable.manager,if you or an additional insured is a corporation;You or any additional insured must see to it that we receive a written notice of the (5)Any trustee,if you or an additional claim or "suit" as soon as practicable.insured is a trust;or c.Assistance And Cooperation Of The (6)Any elected or appointed official, if you Insured or an additional insured is a political subdivision or public entity.You and any other involved insured must: Form SS 00 08 04 05 Page 15 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM f.(3)This Paragraph applies separately to We have issued this policy in reliance you and any additional insured.upon your representations. 3.Financial Responsibility Laws b.Unintentional Failure To Disclose Hazardsa.When this policy is certified as proof of financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law,the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part,we shall not deny any liability and "property damage"liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7.Other Insuranceinsurance required by that law.If other valid and collectible insurance is b.With respect to "mobile equipment"to available for a loss we cover under this which this insurance applies,we will Coverage Part,our obligations are limited as provide any liability,uninsured motorists, follows:underinsured motorists,no-fault or other a.Primary Insurancecoveragerequiredbyanymotorvehicle b.law.We will provide the required limits for This insurance is primary except when those coverages.below applies.If other insurance is also primary,we will share with all that other 4.Legal Action Against Us c.insurance by the method described inNopersonororganizationhasarightunder below.this Coverage Form: b.Excess Insurancea.To join us as a party or otherwise bring us This insurance is excess over any of the into a "suit"asking for damages from an other insurance,whether primary,excess, insured;or contingent or on any other basis:b.To sue us on this Coverage Form unless (1)Your Workallofitstermshavebeenfullycomplied with.That is Fire,Extended Coverage, Builder's Risk,Installation Risk or A person or organization may sue us to recover similar coverage for "your work";on an agreed settlement or on a final judgment against an insured;but we will not be liable for (2)Premises Rented To You damages that are not payable under the terms of That is fire,lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance.An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner;liability signed by us,the insured and the (3)Tenant Liabilityclaimantortheclaimant's legal representative. That is insurance purchased by you to 5.Separation Of Insureds cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage"to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you in this policy to the first Named Insured,this with permission of the owner;insurance applies: (4)Aircraft,Auto Or Watercrafta.As if each Named Insured were the only If the loss arises out of the maintenanceNamed Insured;and or use of aircraft, "autos" or watercraft tob.Separately to each insured against whom g.the extent not subject to Exclusion ofaclaimismadeor "suit"is brought.A.Section –Coverages. 6.Representations (5)Property Damage To Borrowed a.When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy,you agree:If the loss arises out of "property damage"to borrowed equipment or (1)The statements in the Declarations the use of elevators to the extent not are accurate and complete; k.A.subject to Exclusion of Section –(2)Those statements are based upon Coverages.representations you made to us; and Page 16 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM (6)When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance,we will pay only our share of Insurance the amount of the loss,if any,that exceeds the sum of:That is other insurance available to (1)you covering liability for damages The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations,or products and completed absence of this insurance;and operations,for which you have been (2)The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance;or insurance. (7)When You Add Others As An We will share the remaining loss,if any, withAdditionalInsuredToThis 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 Sharingapplytootherinsuranceavailableto any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part:this method also.Under this approach, (a)Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains, This insurance is primary if you whichever comes first.have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary.If other contribution by equal shares,we will insurance is also primary,we will contribute by limits.Under this method,each share with all that other insurance insurer’s share is based on the ratio of its c.by the method described in applicable limit of insurance to the total below.applicable limits of insurance of all insurers. (b)Primary And Non-Contributory 8.Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a.Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract,written agreement or part of any payment,including permit that this insurance is Supplementary Payments,we have made primary and non-contributory with under this Coverage Part,those rights aretheadditionalinsured's own transferred to us.The insured must do insurance,this insurance is nothing after loss to impair them.At our primary and we will not seek request,the insured will bring "suit"or contribution from that other transfer those rights to us and help us insurance.enforce them.This condition does not (a)(b)Paragraphs and do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b.Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation)additional insured.If the insured has waived any rights of When this insurance is excess,we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments,we other insurer has a duty to defend the have made under this Coverage Part,we insured against that "suit".If no other also waive that right,provided the insured insurer defends,we will undertake to do waived their rights of recovery againstso,but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers.agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM 3.Additional Insured -Grantor Of FranchiseF.OPTIONAL ADDITIONAL INSURED C.WHO IS AN INSURED under Section isCOVERAGES amended to include as an additional insured If listed or shown as applicable in the Declarations,the person(s)or organization(s)shown in the one or more of the following Optional Additional Declarations as an Additional Insured -Insured Coverages also apply. When any of these Grantor Of Franchise,but only with respect to Optional Additional Insured Coverages apply, their liability as grantor of franchise to you.6.Paragraph (Additional Insureds When Required 4.Additional Insured -Lessor Of LeasedbyWrittenContract,Written Agreement or Permit) EquipmentC.of Section ,Who Is An Insured,does not apply to the person or organization shown in the a.C.WHO IS AN INSURED under Section is Declarations.These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s)or organization(s) Liability Coverage in this policy,except as shown in the Declarations as an Additional provided below:Insured –Lessor of Leased Equipment, but only with respect to liability for "bodily 1.Additional Insured -Designated Person Or injury","property damage"or "personal Organization and advertising injury"caused,in whole or C.WHO IS AN INSURED under Section is in part,by your maintenance,operation oramendedtoincludeasanadditionalinsured use of equipment leased to you by such the person(s)or organization(s)shown in the person(s)or organization(s).Declarations,but only with respect to liability b.With respect to the insurance afforded to for "bodily injury","property damage"or these additional insureds,this insurance "personal and advertising injury"caused,in does not apply to any "occurrence"which whole or in part,by your acts or omissions or takes place after you cease to lease that the acts or omissions of those acting on your equipment.behalf: 5.Additional Insured -Owners Or Other a.In the performance of your ongoing Interests From Whom Land Has Been operations; or Leasedb.In connection with your premises owned a.C. WHO IS AN INSURED under Section is by or rented to you. amended to include as an additional 2.Additional Insured -Managers Or Lessors insured the person(s)or organization(s) Of Premises shown in the Declarations as an Additional a.C.WHO IS AN INSURED under Section is Insured – Owners Or Other Interests FromamendedtoincludeasanadditionalinsuredWhomLandHasBeenLeased,but only the person(s) or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured -ownership, maintenance or use of that part Designated Person Or Organization;but only of the land leased to you and shown in the with respect to liability arising out of the Declarations.ownership,maintenance or use of that part of b.With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds,the following Declarations.additional exclusions apply:b.With respect to the insurance afforded to This insurance does not apply to:these additional insureds,the following (1)Any "occurrence"that takes place additional exclusions apply: after you cease to lease that land;orThisinsurancedoes not apply to: (2)Structural alterations,new (1)Any "occurrence"which takes place construction or demolition operations after you cease to be a tenant in that performed by or on behalf of such premises; or person or organization.(2)Structural alterations,new 6.Additional Insured -State Or Politicalconstructionordemolitionoperations Subdivision –Permitsperformedbyoronbehalfofsuch a.C.WHO IS AN INSURED under Section ispersonor 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: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 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 thearisingoutofoperationsperformedfor product;the state or municipality;or (g)Products which,after distribution (2)"Bodily injury"or "property damage" or sale by you,have been labeled included in the "product-completed or relabeled or used as a operations"hazard.container,part or ingredient of any 7.Additional Insured –Vendors other thing or substance by or for the vendor; ora.C.WHO IS AN INSURED under Section is amended to include as an additional (h)"Bodily injury"or "property insured the person(s)or organization(s) damage"arising out of the sole (referred to below as vendor)shown in the negligence of the vendor for its Declarations as an Additional Insured -own acts or omissions or those of Vendor,but only with respect to "bodily its employees or anyone else injury"or "property damage"arising out of acting on its behalf. However, this "your products"which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i)The exceptions contained in business and only if this Coverage Part (d)(f)Subparagraphs or ;orprovidescoveragefor"bodily injury"or (ii)Such inspections, "property damage"included within the adjustments,tests or servicing "products-completed operations hazard".as the vendor has agreed to b.The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions:to make in the usual course of (1)This insurance does not apply to:business,in connection with the distribution or sale of the (a)"Bodily injury"or "property products.damage"for which the vendor is obligated to pay damages by (2)This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products,or any ingredient,part or liability for damages that the container,entering into, vendor would have in the absence accompanying or containing such of the contract or agreement;products. (b)Any express warranty 8.Additional Insured –Controlling Interest unauthorized by you;C.WHO IS AN INSURED under Section is (c)Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s)or organization(s)shown in the by the vendor;Declarations as an Additional Insured – Controlling Interest,but only with respect to (d)Repackaging,unless unpacked their liability arising out of:solely for the purpose of inspection, demonstration,testing,or the a.Their financial control of you;or substitution of parts under b.Premises they own,maintain or control instructions from the manufacturer,while you lease or occupy these premises.and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional D.alterations,new construction and demolition insureds are described in Section –Limits Of operations performed by or for that person or Insurance. organization.How this insurance applies when other insurance 9.Additional Insured –Owners,Lessees Or is available to an additional insured is described in Contractors –Scheduled Person Or E.the Other Insurance Condition in Section – Organization Liability And Medical Expenses General Conditions.a.C. WHO IS AN INSURED under Section is amended to include as an additional G.LIABILITY AND MEDICAL EXPENSES insured the person(s)or organization(s) DEFINITIONSshown in the Declarations as an Additional 1."Advertisement"means the widespread public Insured –Owner,Lessees Or Contractors, dissemination of information or images that but only with respect to liability for "bodily has the purpose of inducing the sale of goods, injury","property damage"or "personal products or services through:and advertising injury"caused,in whole or in part,by your acts or omissions or the a. (1)Radio; acts or omissions of those acting on your (2)Television;behalf:(3)Billboard; (1)In the performance of your ongoing (4)Magazine;operations for the additional (5)Newspaper;insured(s);or b.The Internet,but only that part of a web (2)In connection with "your work" site that is about goods,products or performed for that additional insured services for the purposes of inducing the and included within the "products-sale of goods, products or services; orcompletedoperationshazard",but c.Any other publication that is given only if this Coverage Part provides widespread public distribution.coverage for "bodily injury"or "property damage"included within the However, "advertisement"does not include:"products-completed operations a.The design,printed material,information hazard".or images contained in,on or upon the b.With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds,this insurance products;or does not apply to "bodily injury","property b.An interactive conversation between ordamage"or "personal an advertising among persons through a computer network.injury"arising out of the rendering of,or 2."Advertising idea"means any idea for an the failure to render,any professional "advertisement".architectural,engineering or surveying services,including:3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged(1)The preparing,approving,or failure to properties of asbestos and includes the mere prepare or approve,maps,shop presence of asbestos in any form.drawings,opinions,reports,surveys, field orders, change orders, designs or 4."Auto"means a land motor vehicle,trailer or drawings and specifications; or semi-trailer designed for travel on public roads,including any attached machinery or (2)Supervisory,inspection,architectural equipment.But "auto"does not include or engineering activities. "mobile equipment".10.Additional Insured –Co-Owner Of Insured 5."Bodily injury" means physical:Premises a.Injury;C.WHO IS AN INSURED under Section is amended to include as an additional insured b.Sickness; or the person(s)or Organization(s)shown in the c.DiseaseDeclarationsasanAdditionalInsured–Co- sustained by a person and,if arising out of the Owner Of Insured Premises,but only with above, mental anguish or death at any time.respect to their liability as co-owner of the premises shown in the Declarations.6."Coverage territory"means: Page 20 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM a.b.The United States of America (including its You have failed to fulfill the terms of a territories and possessions),Puerto Rico contract or agreement; and Canada;if such property can be restored to use by: b.International waters or airspace, but only if a.The repair,replacement,adjustment or the injury or damage occurs in the course removal of "your product"or "your work"; of travel or transportation between any ora.places included in above;b.Your fulfilling the terms of the contract or c.All other parts of the world if the injury or agreement.damage arises out of:12."Insured contract"means:(1)Goods or products made or sold by you a.A contract for a lease of premises. a.in the territory described in above;However,that portion of the contract for a (2)The activities of a person whose home lease of premises that indemnifies any aisintheterritorydescribedin. person or organization for damage by fire, above,but is away for a short time on lightning or explosion to premises whileyourbusiness; or rented to you or temporarily occupied by (3)"Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section D.communication –Liability and Medical Expenses Limits of Insurance.provided the insured's responsibility to pay b.damages is determined in the United States of A sidetrack agreement; America (including its territories and c.Any easement or license agreement, possessions),Puerto Rico or Canada,in a including an easement or license "suit"on the merits according to the agreement in connection with construction substantive law in such territory,or in a or demolition operations on or within 50 settlement we agree to.feet of a railroad; 7."Electronic data"means information,facts or d.Any obligation,as required by ordinance, programs:to indemnify a municipality,except in a.Stored as or on;connection with work for a municipality; b.Created or used on; or e.An elevator maintenance agreement; or c.Transmitted to or from f.That part of any other contract or agreement pertaining to your business computer software,including systems and (including an indemnification of a applications software,hard or floppy disks, municipality in connection with work CD-ROMS,tapes,drives,cells,data performed for a municipality)under whichprocessingdevicesoranyothermediawhich you assume the tort liability of another are used with electronically controlled party to pay for "bodily injury"or "property equipment. damage"to a third person or organization, 8."Employee"includes a "leased worker". provided the "bodily injury"or "property "Employee"does not include a "temporary damage"is caused,in whole or in part,by worker".you or by those acting on your behalf. 9."Executive officer"means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter,constitution,by-laws or any other contract or agreement. similar governing document.f.Paragraph includes that part of any 10."Hostile fire"means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury"or "property intended to be.damage"arising out of construction or demolition operations within 50 feet of any 11."Impaired property"means tangible property, railroad property and affecting any railroad other than "your product"or "your work",that bridge or trestle,tracks,road-beds,tunnel, cannot be used or is less useful because: underpass or crossing.a.It incorporates "your product"or "your work" f.However,Paragraph does not include that is known or thought to be defective, that part of any contract or agreement:deficient,inadequate or dangerous;or Form SS 00 08 04 05 Page 21 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM (1)(1)That indemnifies an architect, Power cranes,shovels,loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of:(2)Road construction or resurfacing (a)Preparing,approving or failing to equipment such as graders,scrapers prepare or approve maps,shop or rollers; drawings,opinions,reports, e.a.b.c.d.Vehicles not described in ,,,or surveys,field orders,change above that are not self-propelled and are orders,designs or drawings and maintained primarily to provide mobility to specifications;or permanently attached equipment of the (b)Giving directions or instructions, following types: or failing to give them,if that is the (1)Air compressors,pumps and primary cause of the injury or generators,including spraying, damage;or welding,building cleaning, (2)Under which the insured,if an geophysical exploration,lighting and architect,engineer or surveyor, well servicing equipment;or assumes liability for an injury or (2)Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers;rendering or failure to render f.a.b.c.d.Vehicles not described in ,,,orprofessionalservices,including those above maintained primarily for purposes (1)listed in above and supervisory, other than the transportation of persons orinspection,architectural or cargo.engineering activities. However,self-propelled vehicles with the13."Leased worker"means a person leased to following types of permanently attached you by a labor leasing firm under an equipment are not "mobile equipment"but agreement between you and the labor leasing will be considered "autos":firm, to perform duties related to the conduct of (1)Equipment,of at least 1,000 pounds your business."Leased worker"does not gross vehicle weight,designedincludea "temporary worker". primarily for:14."Loading or unloading"means the handling of (a)Snow removal;property: (b)Road maintenance,but not a.After it is moved from the place where it is construction or resurfacing;oracceptedformovementintoorontoan aircraft,watercraft or "auto";(c)Street cleaning; b.While it is in or on an aircraft, watercraft or (2)Cherry pickers and similar devices "auto";or mounted on automobile or truck chassis and used to raise or lower c.While it is being moved from an aircraft, workers; andwatercraftor"auto"to the place where it is finally delivered;(3)Air compressors,pumps and generators,including spraying, but "loading or unloading"does not include the welding,building cleaning, movement of property by means of a mechanical geophysical exploration,lighting and device,other than a hand truck,that is not well servicing equipment.attached to the aircraft,watercraft or "auto". 16."Occurrence"means an accident,including15."Mobile equipment" means any of the following continuous or repeated exposure to substantiallytypesoflandvehicles,including any attached the same general harmful conditions.machinery or equipment: 17."Personal and advertising injury" means injury, a.Bulldozers,farm machinery,forklifts and including consequential "bodily injury",arising other vehicles designed for use principally out of one or more of the following offenses:off public roads; a.False arrest, detention or imprisonment;b.Vehicles maintained for use solely on or next to premises you own or rent;b.Malicious prosecution; c.Vehicles that travel on crawler treads; d.Vehicles,whether self-propelled or not,on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM c.The wrongful eviction from,wrongful entry Work that may need service,maintenance, into,or invasion of the right of private correction,repair or replacement,but occupancy of a room,dwelling or which is otherwise complete,will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury"or "property damage" landlord or lessor;must occur away from premises you own d.Oral,written or electronic publication of or rent,unless your business includes the material that slanders or libels a person or selling,handling or distribution of "your organization or disparages a person's or product"for consumption on premises you organization's goods, products or services;own or rent. e.b.Oral,written or electronic publication of Does not include "bodily injury"or material that violates a person's right of "property damage" arising out of: privacy;(1)The transportation of property,unless f.Copying,in your "advertisement",a the injury or damage arises out of a person’s or organization’s "advertising condition in or on a vehicle not owned idea" or style of "advertisement";or operated by you,and that condition was created by the "loading org.Infringement of copyright, slogan, or title of unloading"of that vehicle by any any literary or artistic work,in your insured;or"advertisement"; or (2)The existence of tools,uninstalled h.Discrimination or humiliation that results in equipment or abandoned or unusedinjurytothefeelingsorreputationofa materials.natural person. 20."Property damage" means:18."Pollutants"means any solid,liquid,gaseous or thermal irritant or contaminant,including smoke,a.Physical injury to tangible property, vapor,soot,fumes,acids,alkalis,chemicals and including all resulting loss of use of that waste.Waste includes materials to be recycled,property.All such loss of use shall be reconditioned or reclaimed.deemed to occur at the time of the physical injury that caused it; or19."Products-completed operations hazard"; b.Loss of use of tangible property that is not a.Includes all "bodily injury"and "property physically injured.All such loss of use damage"occurring away from premises shall be deemed to occur at the time of you own or rent and arising out of "your "occurrence"that caused it.product" or "your work"except: As used in this definition,"electronic data"is (1)Products that are still in your physical not tangible property.possession;or 21."Suit"means a civil proceeding in which(2)Work that has not yet been completed damages because of "bodily injury","property or abandoned.However,"your work" damage"or "personal and advertising injury" will be deemed to be completed at the to which this insurance applies are alleged. earliest of the following times: "Suit"includes:(a)When all of the work called for in a.An arbitration proceeding in which such your contract has been completed. damages are claimed and to which the (b)When all of the work to be done at insured must submit or does submit withthejobsitehasbeencompletedif our consent; oryourcontractcallsforworkat b.Any other alternative dispute resolution more than one job site. proceeding in which such damages are (c)When that part of the work done at claimed and to which the insured submits a job site has been put to its with our consent.intended use by any person or 22."Temporary worker"means a person who is organization other than another furnished to you to substitute for a permanentcontractororsubcontractor "employee"on leave or to meet seasonal or working on the same project. short-term workload conditions. 23."Volunteer worker" means a person who: a.Is not your "employee"; Form SS 00 08 04 05 Page 23 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 BUSINESS LIABILITY COVERAGE FORM b.(2)Donates his or her work;The providing of or failure to provide warnings or instructions.c.Acts at the direction of and within the c.scope of duties determined by you;and Does not include vending machines or d.Is not paid a fee,salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you.25."Your work": 24."Your product":a.Means: a.Means:(1)Work or operations performed by you (1)Any goods or products,other than real or on your behalf;and property, manufactured, sold, handled, (2)Materials,parts or equipment distributed or disposed of by:furnished in connection with such work (a)You;or operations. (b)b.Others trading under your name; Includes: or (1)Warranties or representations made at (c)A person or organization whose any time with respect to the fitness, business or assets you have quality,durability,performance or use acquired;and of "your work";and (2)(2)Containers (other than vehicles), The providing of or failure to provide materials,parts or equipment warnings or instructions. furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality,durability,performance or use of "your product"; and Page 24 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314DocuSign Envelope ID: EDDF2721-3C9F-4881-B51A-20E1B1382228 PSA22-1546TRAN City Attorney Approved Version 1/30/13 1 RATIFICATION OF AMENDMENT NO.2 TO EXTEND AND AMEND AGREEMENT FOR TRANSPORTATION DEMAND MANAGEMENT SERVICES URBANTRANS CONSULTANTS, INC. This Ratification of Amendment No. 2 is entered into as of the ___________ day of _____________________________________, 2022, but effective as of the 20th day of August, 2022, extending and amending the agreement dated August 21, 2019 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and UrbanTrans Consultants, Inc., a Colorado corporation d.b.a. UrbanTrans North America (“Contractor") (collectively, the “Parties”) for administration of Transportation Demand Management Services. RECITALS A. The Agreement, as amended from time to time expired on August 21, 2022, and Contractor stopped working on the services specified therein until an amendment of the agreement is executed; and B. The Parties desire to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The retroactive extension and amendment of the Agreement is ratified. 2. That the Agreement, as may have been amended from time to time, is hereby extended and funded through August 19, 2023. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// /// /// DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 September 27th PSA22-1546TRAN City Attorney Approved Version 1/30/13 2 5. The individuals executing this Amendment 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 amendment. CONTRACTOR URBANTRANS CONSULTANTS, INC., a Colorado Corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Scott Chadwick, City Manager Aaron Gaul, Vice-President (print name/title) ATTEST: By: (sign here) For FAVIOLA MEDINA Matthew Kaufman, Secretary City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: _____________________________ Assistant City Attorney DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 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 7/22/2022 License # 0757776 (720) 207-2328 (866) 243-0727 11000 UrbanTrans Consultants Inc 1543 Champa Street, #201 Denver, CO 80202 33138 A 2,000,000 X X 34SBAII9973 8/1/2022 8/1/2023 1,000,000 10,000 2,000,000 4,000,000 4,000,000 2,000,000A 34SBAII9973 8/1/2022 8/1/2023 3,000,000A 34SBAII9973 8/1/2022 8/1/2023 3,000,000 10,000 B Professional Liab.LHR797595 8/1/2022 Each Claim/Aggregate 2,000,000 City of Carlsbad/CMWD is included as additional insured under Business Liability on a primary and non-contributory basis. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 URBACON-01 TCORNEJO HUB International Insurance Services (COL) 2000 S. Colorado Blvd Tower 2, Suite 150 Denver, CO 80222 KayLynn Pattinson kaylynn.pattinson@hubinternational.com Sentinel Insurance Company, Ltd. Landmark American Insurance Company 8/1/2023 X X X X X X X DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 ACORD" I ~ I ~ □ □ ~ ~ ~ □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I QUICK REF ERENCE BUSINESS LIA BILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A.COVERAGES 1 1Business Liability 2Medical Expenses 2CoverageExtension -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 2.15DutiesInTheEventOf Occurrence,Offense,Claim Or Suit 3.16FinancialResponsibilityLaws 4.16Legal Action Against Us 5.16SeparationOf Insureds 6.16Representations 7.16OtherInsurance 8.17TransferOf Rights Of Recovery Against Others To Us F.OPTIONAL ADDITIONAL INSURED COVERAGES 18 18AdditionalInsureds G.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 ABCDEFGHIJ BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights,duties and what is and is not covered. Throughout this policy the words "you"and "your"refer to the Named Insured shown in the Declarations.The words "we", "us"and "our"refer to the stock insurance company member of The Hartford providing this insurance. CTheword "insured" means any person or organization qualifying as such under Section . -Who Is An Insured. GOtherwordsandphrasesthatappearinquotationmarkshavespecialmeaning.Refer to Section .-Liability And Medical Expenses Definitions. (a)The "bodily injury"or "property A.COVERAGES damage"is caused by an 1.BUSINESS LIABILITY COVERAGE (BODILY "occurrence"that takes place in the INJURY,PROPERTY DAMAGE,PERSONAL "coverage territory";AND ADVERTISING INJURY) (b)The "bodily injury"or "propertyInsuringAgreementdamage"occurs during the policy a.We will pay those sums that the insured period; and becomes legally obligated to pay as (c)Prior to the policy period,no insureddamagesbecauseof"bodily injury", 1.listed under Paragraph of Section"property damage"or "personal and C.–Who Is An Insured and noadvertisinginjury"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,thatadvertisinginjury"to which this insurance the "bodily injury"or "propertydoesnotapply.damage"occurred,then any We may,at our discretion,investigate any continuation,change or resumption "occurrence"or offense and settle any claim of such "bodily injury"or "property or "suit" that may result. But:damage"during or after the policy period will be deemed to have been(1)The amount we will pay for damages is known prior to the policy period.D.limited as described in Section - (2)To "personal and advertising injury" Liability And Medical Expenses Limits caused by an offense arising out of your Of Insurance; and business,but only if the offense was(2)Our right and duty to defend ends when committed in the "coverage territory" we have used up the applicable limit of during the policy period.insurance in the payment of judgments, c."Bodily injury"or "property damage"will be settlements or medical expenses to which deemed to have been known to have this insurance applies. occurred at the earliest time when any No other obligation or liability to pay sums or 1.insured listed under Paragraph of Section perform acts or services is covered unless C.–Who Is An Insured or any "employee" explicitly provided for under Coverage authorized by you to give or receive noticeExtension-Supplementary Payments. of an "occurrence" or claim:b.This insurance applies:(1)Reports all,or any part,of the "bodily (1)To "bodily injury"and "property injury"or "property damage"to us or damage" only if:any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005,The Hartford DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM (2)b.Receives a written or verbal demand or We will make these payments regardless of claim for damages because of the "bodily fault.These payments will not exceed the injury"or "property damage";or applicable limit of insurance.We will pay reasonable expenses for:(3)Becomes aware by any other means that (1)"bodily injury"or "property damage"has First aid administered at the time of an occurred or has begun to occur.accident; d.(2)Damages because of "bodily injury"include Necessary medical,surgical,x-ray and damages claimed by any person or dental services,including prosthetic organization for care,loss of services or devices;and death resulting at any time from the "bodily (3)Necessary ambulance,hospital, injury".professional nursing and funeral e.Incidental Medical Malpractice services. (1)"Bodily injury"arising out of the 3.COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a.We will pay,with respect to any claim or physician,dentist,nurse,emergency "suit"we investigate or settle,or any "suit" medical technician or paramedic shall against an insured we defend:be deemed to be caused by an (1)All expenses we incur."occurrence", but only if: (2)Up to $1,000 for the cost of bail bonds (a)The physician,dentist,nurse, required because of accidents or traffic emergency medical technician or law violations arising out of the use of paramedic is employed by you to any vehicle to which Business Liability provide such services; and Coverage for "bodily injury"applies. We (b)You are not engaged in the do not have to furnish these bonds.business or occupation of providing (3)The cost of appeal bonds or bonds to such services. release attachments,but only for bond (2)For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance.We do not have to furnish malpractice,any act or omission these bonds.together with all related acts or (4)All reasonable expenses incurred by the omissions in the furnishing of these insured at our request to assist us in the services to any one person will be investigation or defense of the claim or considered one "occurrence"."suit",including actual loss of earnings 2.MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work. a.We will pay medical expenses as described (5)All costs taxed against the insured in below for "bodily injury"caused by an the "suit". accident:(6)Prejudgment interest awarded against (1)On premises you own or rent;the insured on that part of the judgment we pay.If we make an offer to pay the (2)On ways next to premises you own or applicable limit of insurance,we will not rent;or pay any prejudgment interest based on (3)Because of your operations;that period of time after the offer. provided that:(7)All interest on the full amount of any (1)The accident takes place in the judgment that accrues after entry of the "coverage territory"and during the judgment and before we have paid, policy period;offered to pay,or deposited in court the part of the judgment that is within the (2)The expenses are incurred and reported applicable limit of insurance.to us within three years of the date of the accident; and (1)(7)Any amounts paid under through above will not reduce the limits of insurance.(3)The injured person submits to examination,at our expense,by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM b.If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys'fees incurred by us in the named as a party to the "suit",we will defense of that indemnitee,necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met:necessary litigation expenses incurred by the indemnitee at our request will be(1)The "suit"against the indemnitee paid as Supplementary Payments.seeks damages for which the insured has assumed the liability of the Notwithstanding the provisions of 1.b.(b)B.indemnitee in a contract or agreement Paragraph of Section – that is an "insured contract";Exclusions,such payments will not be deemed to be damages for "bodily (2)This insurance applies to such liability injury"and "property damage"and will assumed by the insured; not reduce the Limits of Insurance.(3)The obligation to defend, or the cost of Our obligation to defend an insured's the defense of,that indemnitee,has indemnitee and to pay for attorneys'fees also been assumed by the insured in and necessary litigation expenses as the same "insured contract";Supplementary Payments ends when:(4)The allegations in the "suit"and the (1)We have used up the applicable limit information we know about the of insurance in the payment of "occurrence"are such that no conflict judgments or settlements; orappearstoexistbetweentheinterests (2)of the insured and the interest of the The conditions set forth above,or the indemnitee;terms of the agreement described in (6)Paragraph above,are no longer met.(5)The indemnitee and the insured ask us to conduct and control the defense B.EXCLUSIONS of that indemnitee against such "suit" 1.Applicable To Business Liability Coverageandagreethatwecanassignthe This insurance does not apply to:same counsel to defend the insured and the indemnitee;and a.Expected Or Intended Injury (6)The indemnitee:(1)"Bodily injury"or "property damage" expected or intended from the (a)Agrees in writing to: standpoint of the insured.This (i)Cooperate with us in the exclusion does not apply to "bodily investigation,settlement or injury"or "property damage"resulting defense of the "suit";from the use of reasonable force to (ii)Immediately send us copies of protect persons or property; or any demands,notices, (2)"Personal and advertising injury"arisingsummonsesorlegalpapers out of an offense committed by,at thereceivedinconnectionwith direction of or with the consent orthe "suit";acquiescence of the insured with the (iii)Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b.Contractual Liability (iv)Cooperate with us with (1)"Bodily injury"or "property damage";orrespecttocoordinatingother (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 thedefenseoftheindemniteein absence of the contract orsuch"suit". agreement;or Form SS 00 08 04 05 Page 3 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM (b)(b)"Bodily injury"or "property damage"Performing duties related to the assumed in a contract or agreement conduct of the insured’s business,or that is an "insured contract",(2)The spouse,child,parent,brother or provided the "bodily injury"or sister of that "employee"as a "property damage"occurs (1)consequence of above. subsequent to the execution of the This exclusion applies:contract or agreement.Solely for (1)Whether the insured may be liable as the purpose of liability assumed in an employer or in any other capacity; an "insured contract",reasonable andattorneys'fees and necessary litigation expenses incurred by or for (2)To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury"or "property damage"This exclusion does not apply to liability provided:assumed by the insured under an "insured (i)Liability to such party for,or for contract". the cost of,that party’s defense f.Pollutionhasalsobeenassumedinthe(1)"Bodily injury","property damage"or same "insured contract",and "personal and advertising injury" (ii)Such attorneys'fees and arising out of the actual,alleged or litigation expenses are for threatened discharge,dispersal, defense of that party against a seepage,migration,release or escape civil or alternative dispute of "pollutants":resolution proceeding in which (a)At or from any premises,site or damages to which this location which is or was at anyinsurance applies are alleged.time owned or occupied by,or c.Liquor Liability rented or loaned to any insured. "Bodily injury"or "property damage"for However,this subparagraph does which any insured may be held liable by not apply to: reason of:(i)"Bodily injury"if sustained within (1)Causing or contributing to the a building and caused by intoxication of any person;smoke,fumes,vapor or soot produced by or originating from(2)The furnishing of alcoholic beverages to equipment that is used to heat,a person under the legal drinking age or cool or dehumidify the building,under the influence of alcohol;or or equipment that is used to(3)Any statute,ordinance or regulation heat water for personal use,byrelatingtothesale,gift,distribution or the building's occupants or theiruseofalcoholicbeverages.guests; This exclusion applies only if you are in the (ii)"Bodily injury"or "propertybusinessofmanufacturing,distributing,damage"for which you may beselling,serving or furnishing alcoholic held liable,if you are abeverages.contractor and the owner ord.Workers'Compensation And Similar lessee of such premises,site orLawslocation has been added to your Any obligation of the insured under a policy as an additional insured workers'compensation,disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law.additional insured at that premises,site or location ande.Employer’s Liability such premises,site or location"Bodily injury" to: is not and never was owned or(1)An "employee"of the insured arising occupied by,or rented orout of and in the course of:loaned to,any insured,other (a)Employment by the insured;or than that additional insured;or Page 4 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 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"; orwhomyoumaybelegally (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 subcontractorslocationonwhichanyinsuredor working directly or indirectly on anyanycontractorsorsubcontractors insured’s behalf are performingworkingdirectlyorindirectlyon operations if the operations are toanyinsured'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 assessthepremises,site or location in the effects of,"pollutants".connection with such operations (2)Any loss,cost or expense arising out by such insured,contractor or of any:subcontractor.However,this (a)subparagraph does not apply to:Request, demand, order or statutory or regulatory requirement that any(i)"Bodily injury"or "property insured or others test for,monitor,damage"arising out of the clean up,remove,contain,treat,escape of fuels,lubricants or detoxify or neutralize,or in any wayother operating fluids which are respond to,or assess the effects of,needed to perform the normal "pollutants";orelectrical,hydraulic or (b)mechanical functions Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts,damages because of testing for, if such fuels, lubricants or other monitoring,cleaning up, removing, operating fluids escape from a containing,treating,detoxifying or vehicle part designed to hold,neutralizing,or in any way store or receive them.This responding to,or assessing the exception does not apply if the effects of,"pollutants". "bodily injury"or "property However,this paragraph does not damage"arises out of the apply to liability for damages because intentional discharge,dispersal of "property damage"that the insured or release of the fuels,would have in the absence of such lubricants or other operating request,demand,order or statutory or fluids,or if such fuels,regulatory requirement,or such claim lubricants or other operating or "suit"by or on behalf of a fluids are brought on or to the governmental authority. premises,site or location with the intent that they be discharged,dispersed or Form SS 00 08 04 05 Page 5 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM g.Aircraft,Auto Or Watercraft (2)The use of "mobile equipment"in,or while in practice or preparation for,a"Bodily injury"or "property damage"arising prearranged racing,speed or out of the ownership,maintenance,use or demolition contest or in any stunting entrustment to others of any aircraft,"auto"activity.or watercraft owned or operated by or rented i.Warorloanedtoanyinsured.Use includes operation and "loading or unloading"."Bodily injury","property damage"or This exclusion applies even if the claims "personal and advertising injury",however against any insured allege negligence or caused,arising,directly or indirectly,out of: other wrongdoing in the supervision,hiring,(1)War,including undeclared or civil war;employment,training or monitoring of others (2)Warlike action by a military force, by that insured,if the "occurrence"which including action in hindering or caused the "bodily injury"or "property defending against an actual ordamage"involved the ownership,expected attack,by any government, maintenance,use or entrustment to others of sovereign or other authority usinganyaircraft,"auto"or watercraft that is military personnel or other agents; orownedoroperatedbyorrentedorloanedto (3)Insurrection,rebellion,revolution, any insured. usurped power,or action taken by This exclusion does not apply to:governmental authority in hindering or (1)A watercraft while ashore on premises defending against any of these.you own or rent;j.Professional Services(2)A watercraft you do not own that is:"Bodily injury","property damage"or (a)Less than 51 feet long; and "personal and advertising injury"arising out of the rendering of or failure to render (b)Not being used to carry persons any professional service.This includes for a charge; but is not limited to:(3)Parking an "auto"on,or on the ways (1)Legal,accounting or advertisingnextto,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 ormaintenanceoruseofaircraftor drawings and specifications;watercraft; (3)Supervisory,inspection,architectural (5)"Bodily injury"or "property damage" or engineering activities;arising out of the operation of any of f.(2)the equipment listed in Paragraph (4)Medical,surgical,dental,x-ray or f.(3)or of the definition of "mobile nursing services treatment,advice or equipment";or instruction; (6)An aircraft that is not owned by any (5)Any health or therapeutic service insured and is hired,chartered or loaned treatment, advice or instruction; with a paid crew.However,this (6)Any service,treatment,advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement,hair injury"or "property damage",whether removal or replacement or personal the other insurance is primary,excess,grooming;contingent or on any other basis. (7)Optical or hearing aid services h.Mobile Equipment including the prescribing,preparation, "Bodily injury"or "property damage" fitting,demonstration or distribution of arising out of:ophthalmic lenses and similar products or hearing aid devices;(1)The transportation of "mobile equipment" by an "auto"owned or operated by or rented or loaned to any insured;or Page 6 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM (8)(1)(3)(4)Optometry or optometric services Paragraphs ,and of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing,damage"(other than damage by fire)to preparation,fitting,demonstration or premises,including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products;fewer consecutive days.A separate Limit of Insurance applies to Damage To (9)Any:Premises Rented To You as described in (a)Body piercing (not including ear D.Section -Limits Of Insurance.piercing);(2)Paragraph of this exclusion does not(b)Tattooing,including but not limited apply if the premises are "your work"and to the insertion of pigments into or were never occupied,rented or held for under the skin; and rental by you. (c)Similar services;(3) (4)Paragraphs and of this exclusion do (10)Services in the practice of pharmacy; not apply to the use of elevators. and (3)(4)(5)(6)Paragraphs ,,and of this (11)Computer consulting,design or exclusion do not apply to liability assumed programming services,including web under a sidetrack agreement. site design.(3)(4)Paragraphs and of this exclusion do (4)(5)Paragraphs and of this exclusion do not apply to "property damage"to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. 1.e.A.Paragraph in Section -Coverages.(6)Paragraph of this exclusion does not k.Damage To Property apply to "property damage" included in the "products-completed operations hazard"."Property damage" to: l.Damage To Your Product(1)Property you own,rent or occupy, including any costs or expenses "Property damage"to "your product" incurred by you,or any other person, arising out of it or any part of it. organization or entity,for repair, m.Damage To Your Workreplacement,enhancement, "Property damage"to "your work"arising restoration or maintenance of such out of it or any part of it and included in the property for any reason,including "products-completed operations hazard".prevention of injury to a person or damage to another's property;This exclusion does not apply if the damaged work or the work out of which (2)Premises you sell,give away or the damage arises was performed on your abandon,if the "property damage"arises behalf by a subcontractor.out of any part of 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 or subcontractors working directly or dangerous condition in "your product" indirectly on your behalf are performing or "your work"; oroperations,if the "property damage" (2)arises out of those operations;or A delay or failure by you or anyone acting on your behalf to perform a (6)That particular part of any property contract or agreement in accordance that must be restored,repaired or with its terms.replaced because "your work"was incorrectly performed on it.This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product"or "your work"after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM o.Recall Of Products,Work Or Impaired (c)Title of any literary or artistic work; Property (8)Arising out of an offense committed by Damages claimed for any loss,cost or an insured whose business is: (a)expense incurred by you or others for the Advertising,broadcasting, loss of use,withdrawal,recall,inspection, publishing or telecasting; repair,replacement,adjustment,removal (b)Designing or determining content or disposal of:of web sites for others;or (1)"Your product";(c)An Internet search,access, (2)"Your work";or content or service provider. (3)"Impaired property";However,this exclusion does not if such product,work or property is a.b.c.apply to Paragraphs ,and withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization G.advertising injury"in Section – because of a known or suspected defect, Liability And Medical Expenses deficiency,inadequacy or dangerous Definitions. condition in it.For the purposes of this exclusion, p.Personal And Advertising Injury placing an "advertisement"for or linking to others on your web site,by "Personal and advertising injury": itself,is not considered the business(1)Arising out of oral, written or electronic of advertising,broadcasting, publication of material,if done by or at publishing or telecasting;the direction of the insured with (9)Arising out of an electronic chat room knowledge of its falsity; or bulletin board the insured hosts, (2)Arising out of oral, written or electronic owns,or over which the insured publication of material whose first exercises control;publication took place before the (10)Arising out of the unauthorized use ofbeginningofthepolicy period; another's name or product in your e-mail(3)Arising out of a criminal act committed address,domain name or metatags,orbyor at the direction of the insured;any other similar tactics to mislead (4)Arising out of any breach of contract, another's potential customers; except an implied contract to use (11)Arising out of the violation of a another’s "advertising idea"in your person's right of privacy created by "advertisement";any state or federal act. (5)Arising out of the failure of goods, However,this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act;"advertisement"; (12)Arising out of:(6)Arising out of the wrong description of (a)An "advertisement"for others on the price of goods,products or services; your web site;(7)Arising out of any violation of any (b)Placing a link to a web site of intellectual property rights such as others on your web site;copyright,patent,trademark,trade name,trade secret,service mark or (c)Content from a web site of others other designation of origin or displayed within a frame or border authenticity.on your web site.Content includes information,code,sounds,text,However,this exclusion does not graphics or images;orapplytoinfringement,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: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM (13)(a)Arising out of a violation of any anti-May be awarded or incurred by trust law;reason of any claim or suit alleging actual or threatened injury (14)Arising out of the fluctuation in price or or damage of any nature or kind to value of any stocks,bonds or other persons or property which would securities; or not have occurred in whole or in (15)Arising out of discrimination or part but for the "asbestos hazard";humiliation committed by or at the (b)Arise out of any request,demand, direction of any "executive officer", order or statutory or regulatory director,stockholder,partner or requirement that any insured or member of the insured. others test for,monitor,clean up, q.Electronic Data remove,encapsulate,contain, Damages arising out of the loss of,loss of treat,detoxify or neutralize or in use of,damage to,corruption of,inability any way respond to or assess the to access,or inability to manipulate effects of an "asbestos hazard"; or "electronic data".(c)Arise out of any claim or suit for r.Employment-Related Practices damages because of testing for, monitoring,cleaning up,removing,"Bodily injury"or "personal and advertising encapsulating,containing,treating,injury"to: detoxifying or neutralizing or in any(1)A person arising out of any:way responding to or assessing the (a)Refusal to employ that person;effects of an "asbestos hazard". (b)Termination of that person's t.Violation Of Statutes That Govern E- employment; or Mails,Fax,Phone Calls Or Other Methods Of Sending Material Or (c)Employment-related practices, Informationpolicies,acts or omissions,such as coercion,demotion,evaluation,"Bodily injury","property damage",or reassignment,discipline,"personal and advertising injury"arising defamation,harassment,humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person;or violate: (2)The spouse,child,parent,brother or (1)The Telephone Consumer Protection sister of that person as a Act (TCPA),including any amendment consequence of "bodily injury"or of or addition to such law; "personal and advertising injury" to the (2)The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices law;or(a)(b)(c)described in Paragraphs ,,or (3)Any statute,ordinance or regulation,above is directed. other than the TCPA or CAN-SPAM ActThisexclusion applies:of 2003,that prohibits or limits the (1)Whether the insured may be liable as sending,transmitting,communicating or an employer or in any other capacity;distribution of material or information. and Damage To Premises Rented To You – (2)To any obligation to share damages Exception For Damage By Fire,Lightning with or repay someone else who must or Explosion pay damages because of the injury.c.h.k.o.Exclusions through and through do s.Asbestos not apply to damage by fire,lightning or explosion to premises rented to you or (1)"Bodily injury","property damage"or temporarily occupied by you with permission of "personal and advertising injury" the owner.A separate Limit of Insurance arising out of the "asbestos hazard". applies to this coverage as described in (2)Any damages,judgments,settlements,D.Section -Liability And Medical Expensesloss,costs or expenses that:Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM 2.Applicable To Medical Expenses Coverage e.A trust,you are an insured.Your trustees are also insureds,but only with respect to We will not pay expenses for "bodily injury":their duties as trustees.a.Any Insured 2.Each of the following is also an insured:To any insured,except "volunteer workers". a.Employees And Volunteer Workersb.Hired Person Your "volunteer workers"only whileTo a person hired to do work for or on behalf performing duties related to the conduct of of any insured or a tenant of any insured.your business,or your "employees",other c.Injury On Normally Occupied Premises than either your "executive officers"(if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership,joint venture or limited liability normally occupies.company)or your managers (if you are a limited liability company),but only for acts d.Workers'Compensation And Similar within the scope of their employment by Laws you or while performing duties related to To a person,whether or not an the conduct of your business."employee"of any insured,if benefits for However,none of these "employees"or the "bodily injury"are payable or must be "volunteer workers" are insureds for:provided under a workers'compensation or disability benefits law or a similar law.(1)"Bodily injury"or "personal and advertising injury":e.Athletics Activities (a)To you,to your partners or To a person injured while practicing, members (if you are a partnership instructing or participating in any physical or joint venture),to your members exercises or games,sports or athletic (if you are a limited liability contests. company),or to a co-"employee"f.Products-Completed Operations Hazard while in the course of his or her Included with the "products-completed employment or performing duties operations hazard".related to the conduct of your business,or to your other g.Business Liability Exclusions "volunteer workers"while Excluded under Business Liability Coverage.performing duties related to the C.WHO IS AN INSURED conduct of your business; 1.If you are designated in the Declarations as:(b)To the spouse,child,parent, brother or sister of that co-a.An individual,you and your spouse are "employee"or that "volunteer insureds,but only with respect to the worker"as a consequence of conduct of a business of which you are the (1)(a)Paragraph above;sole owner. (c)For which there is any obligation b.A partnership or joint venture,you are an to share damages with or repay insured.Your members,your partners,and someone else who must pay their spouses are also insureds,but only with damages because of the injury respect to the conduct of your business. (1)(a)described in Paragraphs orc.A limited liability company,you are an (b) above; orinsured.Your members are also insureds, (d)Arising out of his or her providing but only with respect to the conduct of your or failing to provide professional business.Your managers are insureds,but health care services.only with respect to their duties as your managers.If you are not in the business of providing professional health cared.An organization other than a partnership, (d)services,Paragraph does not applyjointventureorlimitedliabilitycompany,you to any nurse,emergency medicalareaninsured.Your "executive officers"and technician or paramedic employed bydirectorsareinsureds,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: D8B4EB8E-6F95-480D-9BB2-970F2650F314 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 committedapartnershiporjointventure),or before you acquired or formed the any member (if you are a limited organization.liability company). 4.Operator Of Mobile Equipmentb.Real Estate Manager With respect to "mobile equipment"registered inAny person (other than your "employee"or your name under any motor vehicle registration"volunteer worker"),or any organization law,any person is an insured while driving suchwhileacting as your real estate manager. equipment along a public highway with yourc.Temporary Custodians Of Your permission.Any other person or organizationPropertyresponsiblefortheconductofsuchpersonisAnypersonororganizationhavingproper also an insured,but only with respect to liabilitytemporarycustodyofyourpropertyifyou 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 byonlywithrespecttodutiesassuch.That you or the employer of any person who is representative will have all your rights and an insured under this provision.duties under this insurance. 5.Operator of Nonowned Watercrafte.Unnamed Subsidiary With respect to watercraft you do not own that Any subsidiary and subsidiary thereof,of is less than 51 feet long and is not being used yours which is a legally incorporated entity to carry persons for a charge, any person is an of which you own a financial interest of insured while operating such watercraft with more than 50%of the voting stock on the your permission.Any other person or effective date of this Coverage Part.organization responsible for the conduct of The insurance afforded herein for any such person is also an insured,but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft,and only if no otherinjuryordamagewithrespecttowhichan insurance of any kind is available to that insured under this insurance is also an person or organization for this liability.insured under another policy or would be However,no person or organization is an an insured under such policy but for its insured with respect to:termination or upon the exhaustion of its limits of insurance.a."Bodily injury"to a co-"employee"of the person operating the watercraft;or3.Newly Acquired Or Formed Organization b."Property damage"to property owned by,Any organization you newly acquire or form, rented to,in the charge of or occupied by other than a partnership,joint venture or you or the employer of any person who is limited liability company,and over which you an insured under this provision.maintain financial interest of more than 50%of the voting stock,will qualify as a Named 6.Additional Insureds When Required By Insured if there is no other similar insurance Written Contract,Written Agreement Or available to that organization. However:Permit a.Coverage under this provision is afforded The person(s)or organization(s)identified in only until the 180th day after you acquire a.f.Paragraphs through below are additional or form the organization or the end of the insureds when you have agreed,in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM (e)contract,written agreement or because of a Any failure to make such permit issued by a state or political inspections,adjustments,tests or subdivision,that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy,provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business,in connection agreement, or the issuance of the permit.with the distribution or sale of the products;A person or organization is an additional (f)Demonstration,installation, insured under this provision only for that servicing or repair operations, period of time required by the contract,except such operations performed agreement or permit.at the vendor's premises in However,no such person or organization is an connection with the sale of the additional insured under this provision if such product;person or organization is included as an (g)Products which,after distribution additional insured by an endorsement issued or sale by you,have been labeled by us and made a part of this Coverage Part, or relabeled or used as a including all persons or organizations added container,part or ingredient of any as additional insureds under the specific other thing or substance by or for additional insured coverage grants in Section the vendor; orF.–Optional Additional Insured Coverages. (h)"Bodily injury"or "property a.Vendors damage"arising out of the sole Any person(s)or organization(s)(referred to negligence of the vendor for its below as vendor),but only with respect to own acts or omissions or those of"bodily injury"or "property damage"arising its employees or anyone else out of "your products"which are distributed acting on its behalf. However, thisorsoldintheregularcourseofthevendor's exclusion does not apply to:business and only if this Coverage Part (i)The exceptions contained in provides coverage for "bodily injury"or (d)(f)Subparagraphs or ;or"property damage"included within the (ii)"products-completed operations hazard".Such inspections,adjustments, tests or servicing as the vendor(1)The insurance afforded to the vendor has agreed to make or normallyissubjecttothefollowingadditional undertakes to make in the usualexclusions:course of business,inThisinsurancedoes 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 anyobligatedtopaydamagesby insured person or organization fromreasonoftheassumptionof 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 orliabilityfordamagesthatthe containing such products.vendor would have in the absence b.Lessors Of Equipmentof the contract or agreement; (1)Any person or organization from (b)Any express warranty whom you lease equipment;but only unauthorized by you;with respect to their liability for "bodily (c)Any physical or chemical change injury","property damage"orintheproductmadeintentionally "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: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM (2)e.Permits Issued By State Or Political With respect to the insurance afforded Subdivisionstotheseadditionalinsureds,this insurance does not apply to any (1)Any state or political subdivision,but "occurrence"which takes place after only with respect to operationsyoucease to lease that equipment.performed by you or on your behalf for c.Lessors Of Land Or Premises which the state or political subdivision has issued a permit.(1)Any person or organization from (2)whom you lease land or premises,but With respect to the insurance afforded only with respect to liability arising out to these additional insureds,this of the ownership,maintenance or use insurance does not apply to: of that part of the land or premises (a)"Bodily injury","property damage" leased to you.or "personal and advertising (2)With respect to the insurance afforded injury"arising out of operations to these additional insureds,this performed for the state or insurance does not apply to:municipality; or (a)(b)Any "occurrence"which takes "Bodily injury"or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f.Any Other Party (b)Structural alterations,new (1)Any other person or organization who construction or demolition a.is not an insured under Paragraphsoperationsperformedbyoron ethrough.above,but only withbehalfofsuchpersonor respect to liability for "bodily injury", organization."property damage"or "personal and d.Architects, Engineers Or Surveyors advertising injury"caused,in whole or in part,by your acts or omissions or(1)Any architect,engineer,or surveyor,but the acts or omissions of those acting only with respect to liability for "bodily on your behalf:injury","property damage"or "personal (a)and advertising injury"caused,in whole In the performance of your or in part,by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b)In connection with your premises your behalf:owned by or rented to you;or (a)In connection with your premises; (c)In connection with "your work" and or included within the "products- (b)In the performance of your completed operations hazard",but ongoing operations performed by only if you or on your behalf.(i)The written contract or written (2)With respect to the insurance afforded agreement requires you to to these additional insureds,the provide such coverage to following additional exclusion applies:such additional insured;and (ii)This insurance does not apply to This Coverage Part provides "bodily injury","property damage"or coverage for "bodily injury"or "personal and advertising injury" "property damage"included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including:(2)With respect to the insurance afforded (a)The preparing,approving,or to these additional insureds,this failure to prepare or approve, insurance does not apply to: maps,shop drawings,opinions, "Bodily injury","property damage"or reports,surveys,field orders, "personal and advertising injury" change orders,designs or arising out of the rendering of,or the drawings and specifications; or failure to render,any professional (b)Supervisory,inspection, architectural,engineering or surveying architectural or engineering services,including: activities. Form SS 00 08 04 05 Page 13 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 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.bSubjecttoor above,whichever activities.applies,the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", D.insureds are described in Section –Limits "property damage"and medical expenses Of Insurance.arising out of any one "occurrence"is the Liability and Medical Expenses Limit shown in How this insurance applies when other the Declarations.insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses E.in Section – Liability And Medical Expenses because of "bodily injury"sustained by any General Conditions.one person is the Medical Expenses Limit shown in the Declarations.No person or organization is an insured with 4.Personal And Advertising Injury Limitrespecttotheconductofanycurrentorpast partnership,joint venture or limited liability 2.b.Subject to above,the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations."personal and advertising injury"sustained by any one person or organization is the Personal D.LIABILITY AND MEDICAL EXPENSES and Advertising Injury Limit shown in the LIMITS OF INSURANCE Declarations.1.The Most We Will Pay 5.Damage To Premises Rented To You LimitTheLimitsofInsuranceshowninthe The Damage To Premises Rented To You Declarations and the rules below fix the most Limit is the most we will pay under Business we will pay regardless of the number of:Liability Coverage for damages because of a.Insureds;"property damage"to any one premises,while b.Claims made or "suits" brought;or rented to you, or in the case of damage by fire, lightning or explosion,while rented to you or c.Persons or organizations making claims or temporarily occupied by you with permission of bringing "suits". the owner. 2.Aggregate Limits In the case of damage by fire,lightning or The most we will pay for:explosion, the Damage to Premises Rented To a.Damages because of "bodily injury"and You Limit applies to all damage proximately "property damage"included in the caused by the same event,whether such "products-completed operations hazard"is damage results from fire,lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6.How Limits Apply To Additional InsuredsDeclarations. The most we will pay on behalf of a person or b.Damages because of all other "bodily organization who is an additional insured injury","property damage"or "personal under this Coverage Part is the lesser of:and advertising injury",including medical a.The limits of insurance specified in a expenses,is the General Aggregate Limit written contract,written agreement or shown in the Declarations. permit issued by a state or political This General Aggregate Limit applies subdivision;orseparatelytoeachofyour"locations" b.The Limits of Insurance shown in the owned by or rented to you. Declarations."Location"means premises involving the Such amount shall be a part of and not in same or connecting lots,or premises addition to the Limits of Insurance shown in whose connection is interrupted only by a the Declarations and described in this Section.street,roadway or right-of-way of a railroad. Page 14 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM (1)If more than one limit of insurance under this Immediately send us copies of any policy and any endorsements attached thereto demands,notices,summonses or applies to any claim or "suit",the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2)Authorize us to obtain records and applicable to such claim or "suit".However,this other information;paragraph does not apply to the Medical Expenses (3)Cooperate with us in the investigation, 3.limit set forth in Paragraph above.settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit";and separately to each consecutive annual period and to (4)Assist us,upon our request,in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations,unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months.In that case,the additional period will be may also apply.deemed part of the last preceding period for purposes d.Obligations At The Insured's Own CostofdeterminingtheLimitsofInsurance. 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 InsuranceBankruptcyorinsolvencyoftheinsuredorof the insured's estate will not relieve us of our If we cover a claim or "suit"under this obligations under this Coverage Part.Coverage Part that may also be covered by other insurance available to an 2.Duties In The Event Of Occurrence, additional insured,such additional insured Offense, Claim Or Suit must submit such claim or "suit"to the a.Notice Of Occurrence Or Offense other insurer for defense and indemnity.You or any additional insured must see to However,this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence"or an written contract,written agreement or offense which may result in a claim.To permit that this insurance is primary and the extent possible,notice should include:non-contributory with the additional (1)How,when and where the "occurrence"insured's own insurance. or offense took place;f.Knowledge Of An Occurrence,Offense,(2)The names and addresses of any Claim Or Suitinjuredpersons and witnesses;and a.b.Paragraphs and apply to you or to (3)The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence",offense,claim or "suit"is "occurrence"or offense.known to: b.Notice Of Claim (1)You or any additional insured that is an individual;If a claim is made or "suit"is brought against any insured,you or any additional (2)Any partner,if you or an additional insured must:insured is a partnership; (1)Immediately record the specifics of the (3)Any manager,if you or an additional claim or "suit"and the date received; insured is a limited liability company; and (4)Any "executive officer"or insurance (2)Notify us as soon as practicable.manager,if you or an additional insured is a corporation;You or any additional insured must see to it that we receive a written notice of the (5)Any trustee,if you or an additional claim or "suit" as soon as practicable.insured is a trust;or c.Assistance And Cooperation Of The (6)Any elected or appointed official, if you Insured or an additional insured is a political subdivision or public entity.You and any other involved insured must: Form SS 00 08 04 05 Page 15 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM f.(3)This Paragraph applies separately to We have issued this policy in reliance you and any additional insured.upon your representations. 3.Financial Responsibility Laws b.Unintentional Failure To Disclose Hazardsa.When this policy is certified as proof of financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law,the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part,we shall not deny any liability and "property damage"liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7.Other Insuranceinsurance required by that law.If other valid and collectible insurance is b.With respect to "mobile equipment"to available for a loss we cover under this which this insurance applies,we will Coverage Part,our obligations are limited as provide any liability,uninsured motorists, follows:underinsured motorists,no-fault or other a.Primary Insurancecoveragerequiredbyanymotorvehicle b.law.We will provide the required limits for This insurance is primary except when those coverages.below applies.If other insurance is also primary,we will share with all that other 4.Legal Action Against Us c.insurance by the method described inNopersonororganizationhasarightunder below.this Coverage Form: b.Excess Insurancea.To join us as a party or otherwise bring us This insurance is excess over any of the into a "suit"asking for damages from an other insurance,whether primary,excess, insured;or contingent or on any other basis:b.To sue us on this Coverage Form unless (1)Your Workallofitstermshavebeenfullycomplied with.That is Fire,Extended Coverage, Builder's Risk,Installation Risk or A person or organization may sue us to recover similar coverage for "your work";on an agreed settlement or on a final judgment against an insured;but we will not be liable for (2)Premises Rented To You damages that are not payable under the terms of That is fire,lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance.An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner;liability signed by us,the insured and the (3)Tenant Liabilityclaimantortheclaimant's legal representative. That is insurance purchased by you to 5.Separation Of Insureds cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage"to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you in this policy to the first Named Insured,this with permission of the owner;insurance applies: (4)Aircraft,Auto Or Watercrafta.As if each Named Insured were the only If the loss arises out of the maintenanceNamed Insured;and or use of aircraft, "autos" or watercraft tob.Separately to each insured against whom g.the extent not subject to Exclusion ofaclaimismadeor "suit"is brought.A.Section –Coverages. 6.Representations (5)Property Damage To Borrowed a.When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy,you agree:If the loss arises out of "property damage"to borrowed equipment or (1)The statements in the Declarations the use of elevators to the extent not are accurate and complete; k.A.subject to Exclusion of Section –(2)Those statements are based upon Coverages.representations you made to us; and Page 16 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM (6)When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance,we will pay only our share of Insurance the amount of the loss,if any,that exceeds the sum of:That is other insurance available to (1)you covering liability for damages The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations,or products and completed absence of this insurance;and operations,for which you have been (2)The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance;or insurance. (7)When You Add Others As An We will share the remaining loss,if any, withAdditionalInsuredToThis 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 Sharingapplytootherinsuranceavailableto any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part:this method also.Under this approach, (a)Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains, This insurance is primary if you whichever comes first.have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary.If other contribution by equal shares,we will insurance is also primary,we will contribute by limits.Under this method,each share with all that other insurance insurer’s share is based on the ratio of its c.by the method described in applicable limit of insurance to the total below.applicable limits of insurance of all insurers. (b)Primary And Non-Contributory 8.Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a.Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract,written agreement or part of any payment,including permit that this insurance is Supplementary Payments,we have made primary and non-contributory with under this Coverage Part,those rights aretheadditionalinsured's own transferred to us.The insured must do insurance,this insurance is nothing after loss to impair them.At our primary and we will not seek request,the insured will bring "suit"or contribution from that other transfer those rights to us and help us insurance.enforce them.This condition does not (a)(b)Paragraphs and do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b.Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation)additional insured.If the insured has waived any rights of When this insurance is excess,we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments,we other insurer has a duty to defend the have made under this Coverage Part,we insured against that "suit".If no other also waive that right,provided the insured insurer defends,we will undertake to do waived their rights of recovery againstso,but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers.agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM 3.Additional Insured -Grantor Of FranchiseF.OPTIONAL ADDITIONAL INSURED C.WHO IS AN INSURED under Section isCOVERAGES amended to include as an additional insured If listed or shown as applicable in the Declarations,the person(s)or organization(s)shown in the one or more of the following Optional Additional Declarations as an Additional Insured -Insured Coverages also apply. When any of these Grantor Of Franchise,but only with respect to Optional Additional Insured Coverages apply, their liability as grantor of franchise to you.6.Paragraph (Additional Insureds When Required 4.Additional Insured -Lessor Of LeasedbyWrittenContract,Written Agreement or Permit) EquipmentC.of Section ,Who Is An Insured,does not apply to the person or organization shown in the a.C.WHO IS AN INSURED under Section is Declarations.These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s)or organization(s) Liability Coverage in this policy,except as shown in the Declarations as an Additional provided below:Insured –Lessor of Leased Equipment, but only with respect to liability for "bodily 1.Additional Insured -Designated Person Or injury","property damage"or "personal Organization and advertising injury"caused,in whole or C.WHO IS AN INSURED under Section is in part,by your maintenance,operation oramendedtoincludeasanadditionalinsured use of equipment leased to you by such the person(s)or organization(s)shown in the person(s)or organization(s).Declarations,but only with respect to liability b.With respect to the insurance afforded to for "bodily injury","property damage"or these additional insureds,this insurance "personal and advertising injury"caused,in does not apply to any "occurrence"which whole or in part,by your acts or omissions or takes place after you cease to lease that the acts or omissions of those acting on your equipment.behalf: 5.Additional Insured -Owners Or Other a.In the performance of your ongoing Interests From Whom Land Has Been operations; or Leasedb.In connection with your premises owned a.C. WHO IS AN INSURED under Section is by or rented to you. amended to include as an additional 2.Additional Insured -Managers Or Lessors insured the person(s)or organization(s) Of Premises shown in the Declarations as an Additional a.C.WHO IS AN INSURED under Section is Insured – Owners Or Other Interests FromamendedtoincludeasanadditionalinsuredWhomLandHasBeenLeased,but only the person(s) or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured -ownership, maintenance or use of that part Designated Person Or Organization;but only of the land leased to you and shown in the with respect to liability arising out of the Declarations.ownership,maintenance or use of that part of b.With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds,the following Declarations.additional exclusions apply:b.With respect to the insurance afforded to This insurance does not apply to:these additional insureds,the following (1)Any "occurrence"that takes place additional exclusions apply: after you cease to lease that land;orThisinsurancedoes not apply to: (2)Structural alterations,new (1)Any "occurrence"which takes place construction or demolition operations after you cease to be a tenant in that performed by or on behalf of such premises; or person or organization.(2)Structural alterations,new 6.Additional Insured -State Or Politicalconstructionordemolitionoperations Subdivision –Permitsperformedbyoronbehalfofsuch a.C.WHO IS AN INSURED under Section ispersonor 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: D8B4EB8E-6F95-480D-9BB2-970F2650F314 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 thearisingoutofoperationsperformedfor product;the state or municipality;or (g)Products which,after distribution (2)"Bodily injury"or "property damage" or sale by you,have been labeled included in the "product-completed or relabeled or used as a operations"hazard.container,part or ingredient of any 7.Additional Insured –Vendors other thing or substance by or for the vendor; ora.C.WHO IS AN INSURED under Section is amended to include as an additional (h)"Bodily injury"or "property insured the person(s)or organization(s) damage"arising out of the sole (referred to below as vendor)shown in the negligence of the vendor for its Declarations as an Additional Insured -own acts or omissions or those of Vendor,but only with respect to "bodily its employees or anyone else injury"or "property damage"arising out of acting on its behalf. However, this "your products"which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i)The exceptions contained in business and only if this Coverage Part (d)(f)Subparagraphs or ;orprovidescoveragefor"bodily injury"or (ii)Such inspections, "property damage"included within the adjustments,tests or servicing "products-completed operations hazard".as the vendor has agreed to b.The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions:to make in the usual course of (1)This insurance does not apply to:business,in connection with the distribution or sale of the (a)"Bodily injury"or "property products.damage"for which the vendor is obligated to pay damages by (2)This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products,or any ingredient,part or liability for damages that the container,entering into, vendor would have in the absence accompanying or containing such of the contract or agreement;products. (b)Any express warranty 8.Additional Insured –Controlling Interest unauthorized by you;C.WHO IS AN INSURED under Section is (c)Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s)or organization(s)shown in the by the vendor;Declarations as an Additional Insured – Controlling Interest,but only with respect to (d)Repackaging,unless unpacked their liability arising out of:solely for the purpose of inspection, demonstration,testing,or the a.Their financial control of you;or substitution of parts under b.Premises they own,maintain or control instructions from the manufacturer,while you lease or occupy these premises.and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional D.alterations,new construction and demolition insureds are described in Section –Limits Of operations performed by or for that person or Insurance. organization.How this insurance applies when other insurance 9.Additional Insured –Owners,Lessees Or is available to an additional insured is described in Contractors –Scheduled Person Or E.the Other Insurance Condition in Section – Organization Liability And Medical Expenses General Conditions.a.C. WHO IS AN INSURED under Section is amended to include as an additional G.LIABILITY AND MEDICAL EXPENSES insured the person(s)or organization(s) DEFINITIONSshown in the Declarations as an Additional 1."Advertisement"means the widespread public Insured –Owner,Lessees Or Contractors, dissemination of information or images that but only with respect to liability for "bodily has the purpose of inducing the sale of goods, injury","property damage"or "personal products or services through:and advertising injury"caused,in whole or in part,by your acts or omissions or the a. (1)Radio; acts or omissions of those acting on your (2)Television;behalf:(3)Billboard; (1)In the performance of your ongoing (4)Magazine;operations for the additional (5)Newspaper;insured(s);or b.The Internet,but only that part of a web (2)In connection with "your work" site that is about goods,products or performed for that additional insured services for the purposes of inducing the and included within the "products-sale of goods, products or services; orcompletedoperationshazard",but c.Any other publication that is given only if this Coverage Part provides widespread public distribution.coverage for "bodily injury"or "property damage"included within the However, "advertisement"does not include:"products-completed operations a.The design,printed material,information hazard".or images contained in,on or upon the b.With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds,this insurance products;or does not apply to "bodily injury","property b.An interactive conversation between ordamage"or "personal an advertising among persons through a computer network.injury"arising out of the rendering of,or 2."Advertising idea"means any idea for an the failure to render,any professional "advertisement".architectural,engineering or surveying services,including:3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged(1)The preparing,approving,or failure to properties of asbestos and includes the mere prepare or approve,maps,shop presence of asbestos in any form.drawings,opinions,reports,surveys, field orders, change orders, designs or 4."Auto"means a land motor vehicle,trailer or drawings and specifications; or semi-trailer designed for travel on public roads,including any attached machinery or (2)Supervisory,inspection,architectural equipment.But "auto"does not include or engineering activities. "mobile equipment".10.Additional Insured –Co-Owner Of Insured 5."Bodily injury" means physical:Premises a.Injury;C.WHO IS AN INSURED under Section is amended to include as an additional insured b.Sickness; or the person(s)or Organization(s)shown in the c.DiseaseDeclarationsasanAdditionalInsured–Co- sustained by a person and,if arising out of the Owner Of Insured Premises,but only with above, mental anguish or death at any time.respect to their liability as co-owner of the premises shown in the Declarations.6."Coverage territory"means: Page 20 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM a.b.The United States of America (including its You have failed to fulfill the terms of a territories and possessions),Puerto Rico contract or agreement; and Canada;if such property can be restored to use by: b.International waters or airspace, but only if a.The repair,replacement,adjustment or the injury or damage occurs in the course removal of "your product"or "your work"; of travel or transportation between any ora.places included in above;b.Your fulfilling the terms of the contract or c.All other parts of the world if the injury or agreement.damage arises out of:12."Insured contract"means:(1)Goods or products made or sold by you a.A contract for a lease of premises. a.in the territory described in above;However,that portion of the contract for a (2)The activities of a person whose home lease of premises that indemnifies any aisintheterritorydescribedin. person or organization for damage by fire, above,but is away for a short time on lightning or explosion to premises whileyourbusiness; or rented to you or temporarily occupied by (3)"Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section D.communication –Liability and Medical Expenses Limits of Insurance.provided the insured's responsibility to pay b.damages is determined in the United States of A sidetrack agreement; America (including its territories and c.Any easement or license agreement, possessions),Puerto Rico or Canada,in a including an easement or license "suit"on the merits according to the agreement in connection with construction substantive law in such territory,or in a or demolition operations on or within 50 settlement we agree to.feet of a railroad; 7."Electronic data"means information,facts or d.Any obligation,as required by ordinance, programs:to indemnify a municipality,except in a.Stored as or on;connection with work for a municipality; b.Created or used on; or e.An elevator maintenance agreement; or c.Transmitted to or from f.That part of any other contract or agreement pertaining to your business computer software,including systems and (including an indemnification of a applications software,hard or floppy disks, municipality in connection with work CD-ROMS,tapes,drives,cells,data performed for a municipality)under whichprocessingdevicesoranyothermediawhich you assume the tort liability of another are used with electronically controlled party to pay for "bodily injury"or "property equipment. damage"to a third person or organization, 8."Employee"includes a "leased worker". provided the "bodily injury"or "property "Employee"does not include a "temporary damage"is caused,in whole or in part,by worker".you or by those acting on your behalf. 9."Executive officer"means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter,constitution,by-laws or any other contract or agreement. similar governing document.f.Paragraph includes that part of any 10."Hostile fire"means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury"or "property intended to be.damage"arising out of construction or demolition operations within 50 feet of any 11."Impaired property"means tangible property, railroad property and affecting any railroad other than "your product"or "your work",that bridge or trestle,tracks,road-beds,tunnel, cannot be used or is less useful because: underpass or crossing.a.It incorporates "your product"or "your work" f.However,Paragraph does not include that is known or thought to be defective, that part of any contract or agreement:deficient,inadequate or dangerous;or Form SS 00 08 04 05 Page 21 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM (1)(1)That indemnifies an architect, Power cranes,shovels,loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of:(2)Road construction or resurfacing (a)Preparing,approving or failing to equipment such as graders,scrapers prepare or approve maps,shop or rollers; drawings,opinions,reports, e.a.b.c.d.Vehicles not described in ,,,or surveys,field orders,change above that are not self-propelled and are orders,designs or drawings and maintained primarily to provide mobility to specifications;or permanently attached equipment of the (b)Giving directions or instructions, following types: or failing to give them,if that is the (1)Air compressors,pumps and primary cause of the injury or generators,including spraying, damage;or welding,building cleaning, (2)Under which the insured,if an geophysical exploration,lighting and architect,engineer or surveyor, well servicing equipment;or assumes liability for an injury or (2)Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers;rendering or failure to render f.a.b.c.d.Vehicles not described in ,,,orprofessionalservices,including those above maintained primarily for purposes (1)listed in above and supervisory, other than the transportation of persons orinspection,architectural or cargo.engineering activities. However,self-propelled vehicles with the13."Leased worker"means a person leased to following types of permanently attached you by a labor leasing firm under an equipment are not "mobile equipment"but agreement between you and the labor leasing will be considered "autos":firm, to perform duties related to the conduct of (1)Equipment,of at least 1,000 pounds your business."Leased worker"does not gross vehicle weight,designedincludea "temporary worker". primarily for:14."Loading or unloading"means the handling of (a)Snow removal;property: (b)Road maintenance,but not a.After it is moved from the place where it is construction or resurfacing;oracceptedformovementintoorontoan aircraft,watercraft or "auto";(c)Street cleaning; b.While it is in or on an aircraft, watercraft or (2)Cherry pickers and similar devices "auto";or mounted on automobile or truck chassis and used to raise or lower c.While it is being moved from an aircraft, workers; andwatercraftor"auto"to the place where it is finally delivered;(3)Air compressors,pumps and generators,including spraying, but "loading or unloading"does not include the welding,building cleaning, movement of property by means of a mechanical geophysical exploration,lighting and device,other than a hand truck,that is not well servicing equipment.attached to the aircraft,watercraft or "auto". 16."Occurrence"means an accident,including15."Mobile equipment" means any of the following continuous or repeated exposure to substantiallytypesoflandvehicles,including any attached the same general harmful conditions.machinery or equipment: 17."Personal and advertising injury" means injury, a.Bulldozers,farm machinery,forklifts and including consequential "bodily injury",arising other vehicles designed for use principally out of one or more of the following offenses:off public roads; a.False arrest, detention or imprisonment;b.Vehicles maintained for use solely on or next to premises you own or rent;b.Malicious prosecution; c.Vehicles that travel on crawler treads; d.Vehicles,whether self-propelled or not,on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM c.The wrongful eviction from,wrongful entry Work that may need service,maintenance, into,or invasion of the right of private correction,repair or replacement,but occupancy of a room,dwelling or which is otherwise complete,will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury"or "property damage" landlord or lessor;must occur away from premises you own d.Oral,written or electronic publication of or rent,unless your business includes the material that slanders or libels a person or selling,handling or distribution of "your organization or disparages a person's or product"for consumption on premises you organization's goods, products or services;own or rent. e.b.Oral,written or electronic publication of Does not include "bodily injury"or material that violates a person's right of "property damage" arising out of: privacy;(1)The transportation of property,unless f.Copying,in your "advertisement",a the injury or damage arises out of a person’s or organization’s "advertising condition in or on a vehicle not owned idea" or style of "advertisement";or operated by you,and that condition was created by the "loading org.Infringement of copyright, slogan, or title of unloading"of that vehicle by any any literary or artistic work,in your insured;or"advertisement"; or (2)The existence of tools,uninstalled h.Discrimination or humiliation that results in equipment or abandoned or unusedinjurytothefeelingsorreputationofa materials.natural person. 20."Property damage" means:18."Pollutants"means any solid,liquid,gaseous or thermal irritant or contaminant,including smoke,a.Physical injury to tangible property, vapor,soot,fumes,acids,alkalis,chemicals and including all resulting loss of use of that waste.Waste includes materials to be recycled,property.All such loss of use shall be reconditioned or reclaimed.deemed to occur at the time of the physical injury that caused it; or19."Products-completed operations hazard"; b.Loss of use of tangible property that is not a.Includes all "bodily injury"and "property physically injured.All such loss of use damage"occurring away from premises shall be deemed to occur at the time of you own or rent and arising out of "your "occurrence"that caused it.product" or "your work"except: As used in this definition,"electronic data"is (1)Products that are still in your physical not tangible property.possession;or 21."Suit"means a civil proceeding in which(2)Work that has not yet been completed damages because of "bodily injury","property or abandoned.However,"your work" damage"or "personal and advertising injury" will be deemed to be completed at the to which this insurance applies are alleged. earliest of the following times: "Suit"includes:(a)When all of the work called for in a.An arbitration proceeding in which such your contract has been completed. damages are claimed and to which the (b)When all of the work to be done at insured must submit or does submit withthejobsitehasbeencompletedif our consent; oryourcontractcallsforworkat b.Any other alternative dispute resolution more than one job site. proceeding in which such damages are (c)When that part of the work done at claimed and to which the insured submits a job site has been put to its with our consent.intended use by any person or 22."Temporary worker"means a person who is organization other than another furnished to you to substitute for a permanentcontractororsubcontractor "employee"on leave or to meet seasonal or working on the same project. short-term workload conditions. 23."Volunteer worker" means a person who: a.Is not your "employee"; Form SS 00 08 04 05 Page 23 of 24 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 BUSINESS LIABILITY COVERAGE FORM b.(2)Donates his or her work;The providing of or failure to provide warnings or instructions.c.Acts at the direction of and within the c.scope of duties determined by you;and Does not include vending machines or d.Is not paid a fee,salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you.25."Your work": 24."Your product":a.Means: a.Means:(1)Work or operations performed by you (1)Any goods or products,other than real or on your behalf;and property, manufactured, sold, handled, (2)Materials,parts or equipment distributed or disposed of by:furnished in connection with such work (a)You;or operations. (b)b.Others trading under your name; Includes: or (1)Warranties or representations made at (c)A person or organization whose any time with respect to the fitness, business or assets you have quality,durability,performance or use acquired;and of "your work";and (2)(2)Containers (other than vehicles), The providing of or failure to provide materials,parts or equipment warnings or instructions. furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality,durability,performance or use of "your product"; and Page 24 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: D8B4EB8E-6F95-480D-9BB2-970F2650F314 PSA22-1546TRAN City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR TRANSPORTATION DEMAND MANAGEMENT SERVICES URBANTRANS CONSULTANTS, INC. This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2021, extending the agreement dated August 21, 2019, (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and UrbanTrans Consultants, Inc., a Colorado corporation, dba UrbanTrans North America (“Contractor") (collectively, the “Parties”) for administration of Transportation Demand Management Services. RECITALS A. The Agreement identified Contractor by its fictitious business name, “UrbanTrans North America”, when Contractor’s corporate name registered with the California Secretary of State is “UrbanTrans Consultants, Inc”. B. The Parties desire to correct Contractor’s name in this Amendment No. 1 to reflect the Contractor’s corporate name registered with the California Secretary of State and its fictitious business name. C. The Parties desire to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Contractor’s name in this Amendment No. 1 is amended to read “UrbanTrans Consultants, Inc., a Colorado corporation, dba UrbanTrans North America”. 2. The Agreement, as may have been amended from time to time, is hereby extended and funded for a period of one (1) year ending on August 20, 2022. 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// DocuSign Envelope ID: 7DBB736E-848B-4062-8639-D40266AFC874 20th August PSA22-1546TRAN City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment 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 Amendment. CONTRACTOR UrbanTrans Consultants, Inc., a Colorado corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Scott Chadwick, City Manager Aaron Gaul, Vice-President (print name/title) ATTEST: By: (sign here) for Barbara Engleson, City Clerk Matthew Kaufman, Secretary (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 7DBB736E-848B-4062-8639-D40266AFC874 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 7/20/2021 License # 0757776 (719) 884-0732 (720) 596-1366 11000 UrbanTrans Consultants Inc 1543 Champa Street, #201 Denver, CO 80202 33138 A 2,000,000 X X 34SBAII9973 8/1/2021 8/1/2022 10,000 2,000,000 4,000,000 4,000,000 2,000,000A 34SBAII9973 8/1/2021 8/1/2022 3,000,000A 34SBAII9973 8/1/2021 8/1/2022 3,000,000 10,000 B Professional Liab.LHR790266 8/1/2021 Each Claim/Aggregate 2,000,000 City of Carlsbad/CMWD is included as additional insured under General Liability on a primary and non-contributory basis. City of Carlsbad/CMWD c/o EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 URBACON-01 CBORGES HUB International Insurance Services (COL) 2000 S. Colorado Blvd Tower 2, Suite 150 Denver, CO 80222 chantal.borges@hubinternational.com Sentinel Insurance Company, Ltd. Landmark American Insurance Company 8/1/2022 X X X X X X X X ACORD" I ~ I ~ □ □ ~ ~ ~ □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 1Business Liability 2Medical Expenses 2Coverage Extension - Supplementary Payments B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1.15Bankruptcy 2.15Duties In The Event Of Occurrence, Offense, Claim Or Suit 3.16Financial Responsibility Laws 4.16Legal Action Against Us 5.16Separation Of Insureds 6.16Representations 7.16Other Insurance 8.17Transfer Of Rights Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 18Additional Insureds G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 ABCDEFGHIJ BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. CThe word "insured" means any person or organization qualifying as such under Section . - Who Is An Insured. GOther words and phrases that appear in quotation marks have special meaning. Refer to Section . - Liability And Medical Expenses Definitions. (a)The "bodily injury" or "property A. COVERAGES damage" is caused by an 1. BUSINESS LIABILITY COVERAGE (BODILY "occurrence" that takes place in the INJURY, PROPERTY DAMAGE, PERSONAL "coverage territory";AND ADVERTISING INJURY) (b)The "bodily injury" or "propertyInsuring Agreement damage" occurs during the policy a.We will pay those sums that the insured period; and becomes legally obligated to pay as (c)Prior to the policy period, no insureddamages because of "bodily injury", 1.listed under Paragraph of Section"property damage" or "personal and C.– Who Is An Insured and noadvertising injury" to which this insurance "employee" authorized by you to giveapplies. We will have the right and duty to or receive notice of an "occurrence"defend the insured against any "suit" or claim, knew that the "bodily injury"seeking those damages. However, we will or "property damage" had occurred,have no duty to defend the insured against in whole or in part. If such a listedany "suit" seeking damages for "bodily insured or authorized "employee"injury", "property damage" or "personal and knew, prior to the policy period, thatadvertising injury" to which this insurance the "bodily injury" or "propertydoes not apply.damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or "suit" that may result. But:damage" during or after the policy period will be deemed to have been(1)The amount we will pay for damages is known prior to the policy period.D.limited as described in Section - (2)To "personal and advertising injury" Liability And Medical Expenses Limits caused by an offense arising out of your Of Insurance; and business, but only if the offense was(2)Our right and duty to defend ends when committed in the "coverage territory" we have used up the applicable limit of during the policy period.insurance in the payment of judgments, c."Bodily injury" or "property damage" will be settlements or medical expenses to which deemed to have been known to have this insurance applies. occurred at the earliest time when any No other obligation or liability to pay sums or 1.insured listed under Paragraph of Section perform acts or services is covered unless C.– Who Is An Insured or any "employee" explicitly provided for under Coverage authorized by you to give or receive noticeExtension - Supplementary Payments. of an "occurrence" or claim:b.This insurance applies:(1)Reports all, or any part, of the "bodily (1)To "bodily injury" and "property injury" or "property damage" to us or damage" only if:any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2)b.Receives a written or verbal demand or We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury" or "property damage"; or applicable limit of insurance. We will pay reasonable expenses for:(3)Becomes aware by any other means that (1)"bodily injury" or "property damage" has First aid administered at the time of an occurred or has begun to occur.accident; d.(2)Damages because of "bodily injury" include Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3)Necessary ambulance, hospital, injury".professional nursing and funeral e. Incidental Medical Malpractice services. (1)"Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a.We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend:be deemed to be caused by an (1)All expenses we incur."occurrence", but only if: (2)Up to $1,000 for the cost of bail bonds (a)The physician, dentist, nurse, required because of accidents or traffic emergency medical technician or law violations arising out of the use of paramedic is employed by you to any vehicle to which Business Liability provide such services; and Coverage for "bodily injury" applies. We (b)You are not engaged in the do not have to furnish these bonds.business or occupation of providing (3)The cost of appeal bonds or bonds to such services. release attachments, but only for bond (2)For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds.together with all related acts or (4)All reasonable expenses incurred by the omissions in the furnishing of these insured at our request to assist us in the services to any one person will be investigation or defense of the claim or considered one "occurrence"."suit", including actual loss of earnings 2. MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work. a.We will pay medical expenses as described (5)All costs taxed against the insured in below for "bodily injury" caused by an the "suit". accident:(6)Prejudgment interest awarded against (1)On premises you own or rent;the insured on that part of the judgment we pay. If we make an offer to pay the (2)On ways next to premises you own or applicable limit of insurance, we will not rent; or pay any prejudgment interest based on (3)Because of your operations;that period of time after the offer. provided that:(7)All interest on the full amount of any (1)The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period;offered to pay, or deposited in court the part of the judgment that is within the (2)The expenses are incurred and reported applicable limit of insurance.to us within three years of the date of the accident; and (1) (7)Any amounts paid under through above will not reduce the limits of insurance.(3)The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b.If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met:necessary litigation expenses incurred by the indemnitee at our request will be(1)The "suit" against the indemnitee paid as Supplementary Payments.seeks damages for which the insured has assumed the liability of the Notwithstanding the provisions of 1.b.(b)B.indemnitee in a contract or agreement Paragraph of Section – that is an "insured contract";Exclusions, such payments will not be deemed to be damages for "bodily (2)This insurance applies to such liability injury" and "property damage" and will assumed by the insured; not reduce the Limits of Insurance.(3)The obligation to defend, or the cost of Our obligation to defend an insured's the defense of, that indemnitee, has indemnitee and to pay for attorneys' fees also been assumed by the insured in and necessary litigation expenses as the same "insured contract";Supplementary Payments ends when:(4)The allegations in the "suit" and the (1)We have used up the applicable limit information we know about the of insurance in the payment of "occurrence" are such that no conflict judgments or settlements; orappears to exist between the interests (2)of the insured and the interest of the The conditions set forth above, or the indemnitee;terms of the agreement described in (6)Paragraph above, are no longer met.(5)The indemnitee and the insured ask us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverageand agree that we can assign the This insurance does not apply to:same counsel to defend the insured and the indemnitee; and a. Expected Or Intended Injury (6)The indemnitee:(1)"Bodily injury" or "property damage" expected or intended from the (a)Agrees in writing to: standpoint of the insured. This (i)Cooperate with us in the exclusion does not apply to "bodily investigation, settlement or injury" or "property damage" resulting defense of the "suit";from the use of reasonable force to (ii)Immediately send us copies of protect persons or property; or any demands, notices, (2)"Personal and advertising injury" arisingsummonses or legal papers out of an offense committed by, at thereceived in connection with direction of or with the consent orthe "suit";acquiescence of the insured with the (iii)Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv)Cooperate with us with (1)"Bodily injury" or "property damage"; orrespect to coordinating other (2)"Personal and advertising injury"applicable insurance available to the indemnitee; and for which the insured is obligated to pay damages by reason of the assumption of(b)Provides us with written liability in a contract or agreement.authorization to: This exclusion does not apply to liability (i)Obtain records and other for damages because of:information related to the "suit"; and (a)"Bodily injury", "property damage" or "personal and advertising injury" that(ii)Conduct and control the the insured would have in thedefense of the indemnitee in absence of the contract orsuch "suit". agreement; or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b)(b)"Bodily injury" or "property damage"Performing duties related to the assumed in a contract or agreement conduct of the insured’s business, or that is an "insured contract",(2)The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs (1)consequence of above. subsequent to the execution of the This exclusion applies:contract or agreement. Solely for (1)Whether the insured may be liable as the purpose of liability assumed in an employer or in any other capacity; an "insured contract", reasonable andattorneys' fees and necessary litigation expenses incurred by or for (2)To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage"This exclusion does not apply to liability provided:assumed by the insured under an "insured (i)Liability to such party for, or for contract". the cost of, that party’s defense f. Pollutionhas also been assumed in the (1)"Bodily injury", "property damage" or same "insured contract", and "personal and advertising injury" (ii)Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of "pollutants":resolution proceeding in which (a)At or from any premises, site or damages to which this location which is or was at anyinsurance applies are alleged.time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of:(i)"Bodily injury" if sustained within (1)Causing or contributing to the a building and caused by intoxication of any person;smoke, fumes, vapor or soot produced by or originating from(2)The furnishing of alcoholic beverages to equipment that is used to heat,a person under the legal drinking age or cool or dehumidify the building,under the influence of alcohol; or or equipment that is used to(3)Any statute, ordinance or regulation heat water for personal use, byrelating to the sale, gift, distribution or the building's occupants or theiruse of alcoholic beverages.guests; This exclusion applies only if you are in the (ii)"Bodily injury" or "propertybusiness of manufacturing, distributing,damage" for which you may beselling, serving or furnishing alcoholic held liable, if you are abeverages.contractor and the owner ord. Workers' Compensation And Similar lessee of such premises, site orLawslocation has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law.additional insured at that premises, site or location ande. Employer’s Liability such premises, site or location"Bodily injury" to: is not and never was owned or(1)An "employee" of the insured arising occupied by, or rented orout of and in the course of:loaned to, any insured, other (a)Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii)"Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire";subcontractor; (b)(ii)At or from any premises, site or "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste;into that building in connection with operations being performed(c)Which are or were at any time by you or on your behalf by atransported, handled, stored, contractor or subcontractor; ortreated, disposed of, or processed (iii)as waste by or for:"Bodily injury" or "property damage" arising out of heat, (i)Any insured; or smoke or fumes from a (ii)Any person or organization for "hostile fire"; orwhom you may be legally (e)At or from any premises, site orresponsible;location on which any insured or any(d)At or from any premises, site or contractors or subcontractorslocation on which any insured or working directly or indirectly on anyany contractors or subcontractors insured’s behalf are performingworking directly or indirectly on operations if the operations are toany insured's behalf are test for, monitor, clean up, remove,performing operations if the contain, treat, detoxify or neutralize,"pollutants" are brought on or to or in any way respond to, or assessthe premises, site or location in the effects of, "pollutants".connection with such operations (2)Any loss, cost or expense arising out by such insured, contractor or of any:subcontractor. However, this (a)subparagraph does not apply to:Request, demand, order or statutory or regulatory requirement that any(i)"Bodily injury" or "property insured or others test for, monitor,damage" arising out of the clean up, remove, contain, treat,escape of fuels, lubricants or detoxify or neutralize, or in any wayother operating fluids which are respond to, or assess the effects of,needed to perform the normal "pollutants"; orelectrical, hydraulic or (b)mechanical functions Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts,damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold,neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels,would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels,regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2)The use of "mobile equipment" in, or while in practice or preparation for, a"Bodily injury" or "property damage" arising prearranged racing, speed or out of the ownership, maintenance, use or demolition contest or in any stunting entrustment to others of any aircraft, "auto"activity.or watercraft owned or operated by or rented i. Waror loaned to any insured. Use includes operation and "loading or unloading"."Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring,(1)War, including undeclared or civil war;employment, training or monitoring of others (2)Warlike action by a military force, by that insured, if the "occurrence" which including action in hindering or caused the "bodily injury" or "property defending against an actual ordamage" involved the ownership,expected attack, by any government, maintenance, use or entrustment to others of sovereign or other authority usingany aircraft, "auto" or watercraft that is military personnel or other agents; orowned or operated by or rented or loaned to (3)Insurrection, rebellion, revolution, any insured. usurped power, or action taken by This exclusion does not apply to:governmental authority in hindering or (1)A watercraft while ashore on premises defending against any of these.you own or rent;j. Professional Services(2)A watercraft you do not own that is:"Bodily injury", "property damage" or (a)Less than 51 feet long; and "personal and advertising injury" arising out of the rendering of or failure to render (b)Not being used to carry persons any professional service. This includes for a charge; but is not limited to:(3)Parking an "auto" on, or on the ways (1)Legal, accounting or advertisingnext to, premises you own or rent, services;provided the "auto" is not owned by or rented or loaned to you or the insured;(2)Preparing, approving, or failing to prepare or approve maps, shop(4)Liability assumed under any "insured drawings, opinions, reports, surveys,contract" for the ownership, field orders, change orders, designs ormaintenance or use of aircraft or drawings and specifications;watercraft; (3)Supervisory, inspection, architectural (5)"Bodily injury" or "property damage" or engineering activities;arising out of the operation of any of f.(2)the equipment listed in Paragraph (4)Medical, surgical, dental, x-ray or f.(3)or of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6)An aircraft that is not owned by any (5)Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6)Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess,grooming;contingent or on any other basis. (7)Optical or hearing aid services h. Mobile Equipment including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of:ophthalmic lenses and similar products or hearing aid devices;(1)The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8)(1) (3) (4)Optometry or optometric services Paragraphs , and of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing,damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products;fewer consecutive days. A separate Limit of Insurance applies to Damage To (9)Any:Premises Rented To You as described in (a)Body piercing (not including ear D.Section - Limits Of Insurance.piercing);(2)Paragraph of this exclusion does not(b)Tattooing, including but not limited apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you. (c)Similar services;(3) (4)Paragraphs and of this exclusion do (10)Services in the practice of pharmacy; not apply to the use of elevators. and (3) (4) (5) (6)Paragraphs , , and of this (11)Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design.(3) (4)Paragraphs and of this exclusion do (4) (5)Paragraphs and of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. 1.e. A.Paragraph in Section - Coverages.(6)Paragraph of this exclusion does not k. Damage To Property apply to "property damage" included in the "products-completed operations hazard"."Property damage" to: l. Damage To Your Product(1)Property you own, rent or occupy, including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Workreplacement,enhancement, "Property damage" to "your work" arising restoration or maintenance of such out of it or any part of it and included in the property for any reason, including "products-completed operations hazard".prevention of injury to a person or damage to another's property;This exclusion does not apply if the damaged work or the work out of which (2)Premises you sell, give away or the damage arises was performed on your abandon, if the "property damage" arises behalf by a subcontractor.out of any part of thosepremises; n. Damage To Impaired Property Or (3)Property loaned to you;Property Not Physically Injured(4)Personal property in the care, custody "Property damage" to "impaired property" or control of the insured;or property that has not been physically (5)That particular part of real property on injured, arising out of:which you or any contractors or (1)A defect, deficiency, inadequacy or subcontractors working directly or dangerous condition in "your product" indirectly on your behalf are performing or "your work"; oroperations, if the "property damage" (2)arises out of those operations; or A delay or failure by you or anyone acting on your behalf to perform a (6)That particular part of any property contract or agreement in accordance that must be restored, repaired or with its terms.replaced because "your work" was incorrectly performed on it.This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c)Title of any literary or artistic work; Property (8)Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: (a)expense incurred by you or others for the Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b)Designing or determining content or disposal of:of web sites for others; or (1)"Your product";(c)An Internet search, access, (2)"Your work"; or content or service provider. (3)"Impaired property";However, this exclusion does not if such product, work or property is a. b. c.apply to Paragraphs , and withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization G.advertising injury" in Section – because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it.For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or linking to others on your web site, by "Personal and advertising injury": itself, is not considered the business(1)Arising out of oral, written or electronic of advertising, broadcasting, publication of material, if done by or at publishing or telecasting;the direction of the insured with (9)Arising out of an electronic chat room knowledge of its falsity; or bulletin board the insured hosts, (2)Arising out of oral, written or electronic owns, or over which the insured publication of material whose first exercises control;publication took place before the (10)Arising out of the unauthorized use ofbeginning of the policy period; another's name or product in your e-mail(3)Arising out of a criminal act committed address, domain name or metatags, orby or at the direction of the insured;any other similar tactics to mislead (4)Arising out of any breach of contract, another's potential customers; except an implied contract to use (11)Arising out of the violation of a another’s "advertising idea" in your person's right of privacy created by "advertisement";any state or federal act. (5)Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act;"advertisement"; (12)Arising out of:(6)Arising out of the wrong description of (a)An "advertisement" for others on the price of goods, products or services; your web site;(7)Arising out of any violation of any (b)Placing a link to a web site of intellectual property rights such as others on your web site;copyright, patent, trademark, trade name, trade secret, service mark or (c)Content from a web site of others other designation of origin or displayed within a frame or border authenticity.on your web site. Content includes information, code, sounds, text,However, this exclusion does not graphics or images; orapply to infringement, in your "advertisement", of (d)Computer code, software or programming used to enable:(a)Copyright; (i)Your web site; or(b)Slogan, unless the slogan is also a trademark, trade name, service (ii)The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13)(a)Arising out of a violation of any anti-May be awarded or incurred by trust law;reason of any claim or suit alleging actual or threatened injury (14)Arising out of the fluctuation in price or or damage of any nature or kind to value of any stocks, bonds or other persons or property which would securities; or not have occurred in whole or in (15)Arising out of discrimination or part but for the "asbestos hazard";humiliation committed by or at the (b)Arise out of any request, demand, direction of any "executive officer", order or statutory or regulatory director, stockholder, partner or requirement that any insured or member of the insured. others test for, monitor, clean up, q. Electronic Data remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data".(c)Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, monitoring, cleaning up, removing,"Bodily injury" or "personal and advertising encapsulating, containing, treating,injury" to: detoxifying or neutralizing or in any(1)A person arising out of any:way responding to or assessing the (a)Refusal to employ that person;effects of an "asbestos hazard". (b)Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or (c)Employment-related practices, Informationpolicies, acts or omissions, such as coercion, demotion, evaluation,"Bodily injury", "property damage", or reassignment,discipline,"personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2)The spouse, child, parent, brother or (1)The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2)The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices law; or(a) (b) (c)described in Paragraphs , , or (3)Any statute, ordinance or regulation,above is directed. other than the TCPA or CAN-SPAM ActThis exclusion applies:of 2003, that prohibits or limits the (1)Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity;distribution of material or information. and Damage To Premises Rented To You – (2)To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury.c. h. k. o.Exclusions through and through do s. Asbestos not apply to damage by fire, lightning or explosion to premises rented to you or (1)"Bodily injury", "property damage" or temporarily occupied by you with permission of "personal and advertising injury" the owner. A separate Limit of Insurance arising out of the "asbestos hazard". applies to this coverage as described in (2)Any damages, judgments, settlements,D.Section - Liability And Medical Expensesloss,costs or expenses that:Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e.A trust, you are an insured. Your trustees are also insureds, but only with respect to We will not pay expenses for "bodily injury":their duties as trustees.a. Any Insured 2.Each of the following is also an insured:To any insured, except "volunteer workers". a. Employees And Volunteer Workersb. Hired Person Your "volunteer workers" only whileTo a person hired to do work for or on behalf performing duties related to the conduct of of any insured or a tenant of any insured.your business, or your "employees", other c. Injury On Normally Occupied Premises than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies.company) or your managers (if you are a limited liability company), but only for acts d. Workers' Compensation And Similar within the scope of their employment by Laws you or while performing duties related to To a person, whether or not an the conduct of your business."employee" of any insured, if benefits for However, none of these "employees" or the "bodily injury" are payable or must be "volunteer workers" are insureds for:provided under a workers' compensation or disability benefits law or a similar law.(1)"Bodily injury" or "personal and advertising injury":e. Athletics Activities (a)To you, to your partners or To a person injured while practicing, members (if you are a partnership instructing or participating in any physical or joint venture), to your members exercises or games, sports or athletic (if you are a limited liability contests. company), or to a co-"employee"f. Products-Completed Operations Hazard while in the course of his or her Included with the "products-completed employment or performing duties operations hazard".related to the conduct of your business, or to your other g. Business Liability Exclusions "volunteer workers" while Excluded under BusinessLiability Coverage.performing duties related to the C. WHO IS AN INSURED conduct of your business; 1.If you are designated in the Declarations as:(b)To the spouse, child, parent, brother or sister of that co-a.An individual, you and your spouse are "employee" or that "volunteer insureds, but only with respect to the worker" as a consequence of conduct of a business of which you are the (1)(a)Paragraph above;sole owner. (c)For which there is any obligation b.A partnership or joint venture, you are an to share damages with or repay insured. Your members, your partners, and someone else who must pay their spouses are also insureds, but only with damages because of the injury respect to the conduct of your business. (1)(a)described in Paragraphs orc.A limited liability company, you are an (b) above; orinsured. Your members are also insureds, (d)Arising out of his or her providing but only with respect to the conduct of your or failing to provide professional business. Your managers are insureds, but health care services.only with respect to their duties as your managers.If you are not in the business of providing professional health cared.An organization other than a partnership, (d)services, Paragraph does not applyjoint venture or limited liability company, you to any nurse, emergency medicalare an insured. Your "executive officers" and technician or paramedic employed bydirectors are insureds, but only with respect you to provide such services.to their duties as your officers or directors. Your stockholders are also insureds, but only (2)"Property damage" to property: with respect to their liability as stockholders.(a)Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b)b.Rented to, in the care, custody or Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1)"Bodily injury" or "property damage" purpose by you, any of your that occurred; or"employees", "volunteer workers", (2)"Personal and advertising injury" any partner or member (if you are arising out of an offense committeda partnership or joint venture), or before you acquired or formed the any member (if you are a limited organization.liability company). 4. Operator Of Mobile Equipmentb. Real Estate Manager With respect to "mobile equipment" registered inAny person (other than your "employee" or your name under any motor vehicle registration"volunteer worker"), or any organization law, any person is an insured while driving suchwhile acting as your real estate manager. equipment along a public highway with yourc. Temporary Custodians Of Your permission. Any other person or organizationPropertyresponsible for the conduct of such person isAny person or organization having proper also an insured, but only with respect to liabilitytemporary custody of your property if you arising out of the operation of the equipment, anddie, but only:only if no other insurance of any kind is available (1)With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured with respect to:(2)Until your legal representative has been appointed.a."Bodily injury" to a co-"employee" of the person driving the equipment; ord. Legal Representative If You Die b."Property damage" to property owned by, Your legal representative if you die, but rented to, in the charge of or occupied byonly with respect to duties as such. That you or the employer of any person who is representative will have all your rights and an insured under this provision.duties under this insurance. 5. Operator of Nonowned Watercrafte. Unnamed Subsidiary With respect to watercraft you do not own that Any subsidiary and subsidiary thereof, of is less than 51 feet long and is not being used yours which is a legally incorporated entity to carry persons for a charge, any person is an of which you own a financial interest of insured while operating such watercraft with more than 50% of the voting stock on the your permission. Any other person or effective date of this Coverage Part.organization responsible for the conduct of The insurance afforded herein for any such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no otherinjury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability.insured under another policy or would be However, no person or organization is an an insured under such policy but for its insured with respect to:termination or upon the exhaustion of its limits of insurance.a."Bodily injury" to a co-"employee" of the person operating the watercraft; or3. Newly Acquired Or Formed Organization b."Property damage" to property owned by,Any organization you newly acquire or form, rented to, in the charge of or occupied by other than a partnership, joint venture or you or the employer of any person who is limited liability company, and over which you an insured under this provision.maintain financial interest of more than 50% of the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However:Permit a.Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire a. f.Paragraphs through below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM (e)contract, written agreement or because of a Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit.with the distribution or sale of the products;A person or organization is an additional (f)Demonstration, installation, insured under this provision only for that servicing or repair operations, period of time required by the contract,except such operations performed agreement or permit.at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product;person or organization is included as an (g)Products which, after distribution additional insured by an endorsement issued or sale by you, have been labeled by us and made a part of this Coverage Part, or relabeled or used as a including all persons or organizations added container, part or ingredient of any as additional insureds under the specific other thing or substance by or for additional insured coverage grants in Section the vendor; orF.– Optional Additional Insured Coverages. (h)"Bodily injury" or "property a. Vendors damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of"bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, thisor sold in the regular course of the vendor's exclusion does not apply to:business and only if this Coverage Part (i)The exceptions contained in provides coverage for "bodily injury" or (d) (f)Subparagraphs or ; or"property damage" included within the (ii)"products-completed operations hazard".Such inspections, adjustments, tests or servicing as the vendor(1)The insurance afforded to the vendor has agreed to make or normallyis subject to the following additional undertakes to make in the usualexclusions:course of business, inThis insurance does not apply to:connection with the distribution (a)"Bodily injury" or "property or sale of the products. damage" for which the vendor is (2)This insurance does not apply to anyobligated to pay damages by insured person or organization fromreason of the assumption of whom you have acquired such products,liability in a contract or agreement. or any ingredient, part or container,This exclusion does not apply to entering into, accompanying orliability for damages that the containing such products.vendor would have in the absence b. Lessors Of Equipmentof the contract or agreement; (1)Any person or organization from (b)Any express warranty whom you lease equipment; but only unauthorized by you;with respect to their liability for "bodily (c)Any physical or chemical change injury", "property damage" orin the product made intentionally "personal and advertising injury"by the vendor;caused, in whole or in part, by your (d)Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing,person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2)e. Permits Issued By State Or Political With respect to the insurance afforded Subdivisionsto these additional insureds, this insurance does not apply to any (1)Any state or political subdivision, but "occurrence" which takes place after only with respect to operationsyou cease to lease that equipment.performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision has issued a permit.(1)Any person or organization from (2)whom you lease land or premises, but With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a)"Bodily injury", "property damage" leased to you.or "personal and advertising (2)With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to:municipality; or (a)(b)Any "occurrence" which takes "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b)Structural alterations, new (1)Any other person or organization who construction or demolition a.is not an insured under Paragraphsoperations performed by or on ethrough . above, but only withbehalf of such person or respect to liability for "bodily injury", organization."property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or in part, by your acts or omissions or(1)Any architect, engineer, or surveyor, but the acts or omissions of those acting only with respect to liability for "bodily on your behalf:injury", "property damage" or "personal (a)and advertising injury" caused, in whole In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b)In connection with your premises your behalf:owned by or rented to you; or (a)In connection with your premises; (c)In connection with "your work" and or included within the "products- (b)In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf.(i)The written contract or written (2)With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies:such additional insured; and (ii)This insurance does not apply to This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including:(2)With respect to the insurance afforded (a)The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b)Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a)The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b)3. Each Occurrence LimitSupervisory, inspection, architectural or engineering 2.a. 2.bSubject to or above, whichever activities.applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", D.insureds are described in Section – Limits "property damage" and medical expenses Of Insurance.arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in How this insurance applies when other the Declarations.insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses E.in Section – Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions.one person is the Medical Expenses Limit shown in the Declarations.No person or organization is an insured with 4. Personal And Advertising Injury Limitrespect to the conduct of any current or past partnership, joint venture or limited liability 2.b.Subject to above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations."personal and advertising injury" sustained by any one person or organization is the Personal D. LIABILITY AND MEDICAL EXPENSES and Advertising Injury Limit shown in the LIMITS OF INSURANCE Declarations.1. The Most We Will Pay 5. Damage To Premises Rented To You LimitThe Limits of Insurance shown in the The Damage To Premises Rented To You Declarations and the rules below fix the most Limit is the most we will pay under Business we will pay regardless of the number of:Liability Coverage for damages because of a.Insureds;"property damage" to any one premises, while b.Claims made or "suits" brought; or rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or c.Persons or organizations making claims or temporarily occupied by you with permission of bringing "suits". the owner. 2. Aggregate Limits In the case of damage by fire, lightning or The most we will pay for:explosion, the Damage to Premises Rented To a.Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional InsuredsDeclarations. The most we will pay on behalf of a person or b.Damages because of all other "bodily organization who is an additional insured injury", "property damage" or "personal under this Coverage Part is the lesser of:and advertising injury", including medical a.The limits of insurance specified in a expenses, is the General Aggregate Limit written contract, written agreement or shown in the Declarations. permit issued by a state or political This General Aggregate Limit applies subdivision; orseparately to each of your "locations" b.The Limits of Insurance shown in the owned by or rented to you. Declarations."Location" means premises involving the Such amount shall be a part of and not in same or connecting lots, or premises addition to the Limits of Insurance shown in whose connection is interrupted only by a the Declarations and described in this Section.street, roadway or right-of-way of a railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1)If more than one limit of insurance under this Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2)Authorize us to obtain records and applicable to such claim or "suit". However, this other information;paragraph does not apply to the Medical Expenses (3)Cooperate with us in the investigation, 3.limit set forth in Paragraph above.settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4)Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply.deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Costof determining the Limits of Insurance. No insured will, except at that insured's ownE. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assumeGENERAL CONDITIONS any obligation, or incur any expense, other than for first aid, without our consent.1. Bankruptcy e. Additional Insured's Other InsuranceBankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part.Coverage Part that may also be covered by other insurance available to an 2. Duties In The Event Of Occurrence, additional insured, such additional insured Offense, Claim Or Suit must submit such claim or "suit" to the a. Notice Of Occurrence Or Offense other insurer for defense and indemnity.You or any additional insured must see to However, this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence" or an written contract, written agreement or offense which may result in a claim. To permit that this insurance is primary and the extent possible, notice should include:non-contributory with the additional (1)How, when and where the "occurrence"insured's own insurance. or offense took place;f. Knowledge Of An Occurrence, Offense,(2)The names and addresses of any Claim Or Suitinjured persons and witnesses; and a. b.Paragraphs and apply to you or to (3)The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense.known to: b. Notice Of Claim (1)You or any additional insured that is an individual;If a claim is made or "suit" is brought against any insured, you or any additional (2)Any partner, if you or an additional insured must:insured is a partnership; (1)Immediately record the specifics of the (3)Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4)Any "executive officer" or insurance (2)Notify us as soon as practicable.manager, if you or an additional insured is a corporation;You or any additional insured must see to it that we receive a written notice of the (5)Any trustee, if you or an additional claim or "suit" as soon as practicable.insured is a trust; or c. Assistance And Cooperation Of The (6)Any elected or appointed official, if you Insured or an additional insured is a political subdivision or public entity.You and any other involved insured must: Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM f.(3)This Paragraph applies separately to We have issued this policy in reliance you and any additional insured.upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose Hazardsa.When this policy is certified as proof of financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insuranceinsurance required by that law.If other valid and collectible insurance is b.With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows:underinsured motorists, no-fault or other a. Primary Insurancecoverage required by any motor vehicle b.law. We will provide the required limits for This insurance is primary except when those coverages.below applies. If other insurance is also primary, we will share with all that other 4. Legal Action Against Us c.insurance by the method described inNo person or organization has a right under below.this Coverage Form: b. Excess Insurancea.To join us as a party or otherwise bring us This insurance is excess over any of the into a "suit" asking for damages from an other insurance, whether primary, excess, insured; or contingent or on any other basis:b.To sue us on this Coverage Form unless (1) Your Workall of its terms have been fully complied with.That is Fire, Extended Coverage, Builder's Risk, Installation Risk or A person or organization may sue us to recover similar coverage for "your work";on an agreed settlement or on a final judgment against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That is fire, lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance. An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner;liability signed by us, the insured and the (3) Tenant Liabilityclaimant or the claimant's legal representative. That is insurance purchased by you to 5. Separation Of Insureds cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage" to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner;insurance applies: (4) Aircraft, Auto Or Watercrafta.As if each Named Insured were the only If the loss arises out of the maintenanceNamed Insured; and or use of aircraft, "autos" or watercraft tob.Separately to each insured against whom g.the extent not subject to Exclusion ofa claim is made or "suit" is brought.A.Section – Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree:If the loss arises out of "property damage" to borrowed equipment or (1)The statements in the Declarations the use of elevators to the extent not are accurate and complete; k.A.subject to Exclusion of Section –(2)Those statements are based upon Coverages.representations you made to us; and Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that exceeds the sum of:That is other insurance available to (1)you covering liability for damages The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2)The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, withAdditional Insured To This any other insurance that is not described inInsurancethis Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured.Limits of Insurance shown in the Declarations of this Coverage Part.However, the following provisions c. Method Of Sharingapply to other insurance available to any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part:this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains, This insurance is primary if you whichever comes first.have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer’s share is based on the ratio of its c.by the method described in applicable limit of insurance to the total below.applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights arethe additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance.enforce them. This condition does not (a) (b)Paragraphs and do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation)additional insured.If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery againstso, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers.agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM 3. Additional Insured - Grantor Of FranchiseF. OPTIONAL ADDITIONAL INSURED C.WHO IS AN INSURED under Section isCOVERAGES amended to include as an additional insured If listed or shown as applicable in the Declarations,the person(s) or organization(s) shown in the one or more of the following Optional Additional Declarations as an Additional Insured -Insured Coverages also apply. When any of these Grantor Of Franchise, but only with respect to Optional Additional Insured Coverages apply, their liability as grantor of franchise to you.6.Paragraph (Additional Insureds When Required 4. Additional Insured - Lessor Of Leasedby Written Contract, Written Agreement or Permit) EquipmentC.of Section , Who Is An Insured, does not apply to the person or organization shown in the a.C.WHO IS AN INSURED under Section is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below:Insured – Lessor of Leased Equipment, but only with respect to liability for "bodily 1. Additional Insured - Designated Person Or injury", "property damage" or "personal Organization and advertising injury" caused, in whole or C.WHO IS AN INSURED under Section is in part, by your maintenance, operation oramended to include as an additional insured use of equipment leased to you by such the person(s) or organization(s) shown in the person(s) or organization(s).Declarations, but only with respect to liability b.With respect to the insurance afforded to for "bodily injury", "property damage" or these additional insureds, this insurance "personal and advertising injury" caused, in does not apply to any "occurrence" which whole or in part, by your acts or omissions or takes place after you cease to lease that the acts or omissions of those acting on your equipment.behalf: 5. Additional Insured - Owners Or Other a.In the performance of your ongoing Interests From Whom Land Has Been operations; or Leasedb.In connection with your premises owned a.C. WHO IS AN INSURED under Section is by or rented to you. amended to include as an additional 2. Additional Insured - Managers Or Lessors insured the person(s) or organization(s) Of Premises shown in the Declarations as an Additional a.C.WHO IS AN INSURED under Section is Insured – Owners Or Other Interests Fromamended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured -ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations.ownership, maintenance or useof that part of b.With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds, the following Declarations.additional exclusions apply:b.With respect to the insurance afforded to This insurance does not apply to:these additional insureds, the following (1)Any "occurrence" that takes place additional exclusions apply: after you cease to lease that land; orThis insurance does not apply to: (2)Structural alterations, new (1)Any "occurrence" which takes place construction or demolition operations after you cease to be a tenant in that performed by or on behalf of such premises; or person or organization.(2)Structural alterations, new 6. Additional Insured - State Or Politicalconstruction or demolition operations Subdivision – Permitsperformed by or on behalf of such a.C.WHO IS AN INSURED under Section isperson or organization. amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (e)Insured – State Or Political Subdivision -Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit.make in the usual course of business, in connection with theb.With respect to the insurance afforded to distribution or sale of the products;these additional insureds, the following (f)Demonstration, installation, additional exclusions apply: servicing or repair operations, This insurance does not apply to:except such operations performed (1)"Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of thearising out of operations performed for product;the state or municipality; or (g)Products which, after distribution (2)"Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard.container, part or ingredient of any 7. Additional Insured – Vendors other thing or substance by or for the vendor; ora.C.WHO IS AN INSURED under Section is amended to include as an additional (h)"Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured -own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i)The exceptions contained in business and only if this Coverage Part (d) (f)Subparagraphs or ; orprovides coverage for "bodily injury" or (ii)Such inspections, "property damage" included within the adjustments, tests or servicing "products-completed operations hazard".as the vendor has agreed to b.The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions:to make in the usual course of (1)This insurance does not apply to:business, in connection with the distribution or sale of the (a)"Bodily injury" or "property products.damage" for which the vendor is obligated to pay damages by (2)This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement;products. (b)Any express warranty 8. Additional Insured – Controlling Interest unauthorized by you;C.WHO IS AN INSURED under Section is (c)Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor;Declarations as an Additional Insured – Controlling Interest, but only with respect to (d)Repackaging, unless unpacked their liability arising out of:solely for the purpose of inspection, demonstration, testing, or the a.Their financial control of you; or substitution of parts under b.Premises they own, maintain or control instructions from the manufacturer,while you lease or occupy these premises.and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional D.alterations, new construction and demolition insureds are described in Section – Limits Of operations performed by or for that person or Insurance. organization.How this insurance applies when other insurance 9. Additional Insured – Owners, Lessees Or is available to an additional insured is described in Contractors – Scheduled Person Or E.the Other Insurance Condition in Section – Organization Liability And Medical Expenses General Conditions.a.C. WHO IS AN INSURED under Section is amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONSshown in the Declarations as an Additional 1."Advertisement" means the widespread public Insured – Owner, Lessees Or Contractors, dissemination of information or images that but only with respect to liability for "bodily has the purpose of inducing the sale of goods, injury", "property damage" or "personal products or services through:and advertising injury" caused, in whole or in part, by your acts or omissions or the a. (1)Radio; acts or omissions of those acting on your (2)Television;behalf:(3)Billboard; (1)In the performance of your ongoing (4)Magazine;operations for the additional (5)Newspaper;insured(s); or b.The Internet, but only that part of a web (2)In connection with "your work" site that is about goods, products or performed for that additional insured services for the purposes of inducing the and included within the "products-sale of goods, products or services; orcompleted operations hazard", but c.Any other publication that is given only if this Coverage Part provides widespread public distribution.coverage for "bodily injury" or "property damage" included within the However, "advertisement" does not include:"products-completed operations a.The design, printed material, information hazard".or images contained in, on or upon the b.With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property b.An interactive conversation between ordamage" or "personal an advertising among persons through a computer network.injury" arising out of the rendering of, or 2."Advertising idea" means any idea for an the failure to render, any professional "advertisement".architectural, engineering or surveying services, including:3."Asbestos hazard" means an exposure or threat of exposure to the actual or alleged(1)The preparing, approving, or failure to properties of asbestos and includes the mere prepare or approve, maps, shop presence of asbestos in any form.drawings, opinions, reports, surveys, field orders, change orders, designs or 4."Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public roads, including any attached machinery or (2)Supervisory, inspection, architectural equipment. But "auto" does not include or engineering activities. "mobile equipment".10. Additional Insured – Co-Owner Of Insured 5."Bodily injury" means physical:Premises a.Injury;C.WHO IS AN INSURED under Section is amended to include as an additional insured b.Sickness; or the person(s) or Organization(s) shown in the c.DiseaseDeclarations as an Additional Insured – Co- sustained by a person and, if arising out of the Owner Of Insured Premises, but only with above, mental anguish or death at any time.respect to their liability as co-owner of the premises shown in the Declarations.6."Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a.b.The United States of America (including its You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada;if such property can be restored to use by: b.International waters or airspace, but only if a.The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any ora.places included in above;b.Your fulfilling the terms of the contract or c.All other parts of the world if the injury or agreement.damage arises out of:12."Insured contract" means:(1)Goods or products made or sold by you a. A contract for a lease of premises. a.in the territory described in above;However, that portion of the contract for a (2)The activities of a person whose home lease of premises that indemnifies any ais in the territory described in . person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises whileyour business; or rented to you or temporarily occupied by (3)"Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section D.communication – Liability and Medical Expenses Limits of Insurance.provided the insured's responsibility to pay b.damages is determined in the United States of A sidetrack agreement; America (including its territories and c.Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to.feet of a railroad; 7."Electronic data" means information, facts or d.Any obligation, as required by ordinance, programs:to indemnify a municipality, except in a.Stored as or on;connection with work for a municipality; b.Created or used on; or e.An elevator maintenance agreement; or c.Transmitted to or from f.That part of any other contract or agreement pertaining to your business computer software, including systems and (including an indemnification of a applications software, hard or floppy disks, municipality in connection with work CD-ROMS, tapes, drives, cells, data performed for a municipality) under whichprocessing devices or any other media which you assume the tort liability of another are used with electronically controlled party to pay for "bodily injury" or "property equipment. damage" to a third person or organization, 8."Employee" includes a "leased worker". provided the "bodily injury" or "property "Employee" does not include a "temporary damage" is caused, in whole or in part, by worker".you or by those acting on your behalf. 9."Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document.f.Paragraph includes that part of any 10."Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be.damage" arising out of construction or demolition operations within 50 feet of any 11."Impaired property" means tangible property, railroad property and affecting any railroad other than "your product" or "your work", that bridge or trestle, tracks, road-beds, tunnel, cannot be used or is less useful because: underpass or crossing.a.It incorporates "your product" or "your work" f.However, Paragraph does not include that is known or thought to be defective, that part of any contract or agreement:deficient, inadequate or dangerous; or Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1)(1)That indemnifies an architect, Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of:(2)Road construction or resurfacing (a)Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e.a. b. c. d.Vehicles not described in , , , or surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b)Giving directions or instructions, following types: or failing to give them, if that is the (1)Air compressors, pumps and primary cause of the injury or generators, including spraying, damage; or welding, building cleaning, (2)Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2)Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers;rendering or failure to render f.a. b. c. d.Vehicles not described in , , , orprofessional services, including those above maintained primarily for purposes (1)listed in above and supervisory, other than the transportation of persons orinspection, architectural or cargo.engineering activities. However, self-propelled vehicles with the13."Leased worker" means a person leased to following types of permanently attached you by a labor leasing firm under an equipment are not "mobile equipment" but agreement between you and the labor leasing will be considered "autos":firm, to perform duties related to the conduct of (1)Equipment, of at least 1,000 pounds your business. "Leased worker" does not gross vehicle weight, designedinclude a "temporary worker". primarily for:14."Loading or unloading" means the handling of (a)Snow removal;property: (b)Road maintenance, but not a.After it is moved from the place where it is construction or resurfacing; oraccepted for movement into or onto an aircraft, watercraft or "auto";(c)Street cleaning; b.While it is in or on an aircraft, watercraft or (2)Cherry pickers and similar devices "auto"; or mounted on automobile or truck chassis and used to raise or lower c.While it is being moved from an aircraft, workers; andwatercraft or "auto" to the place where it is finally delivered;(3)Air compressors, pumps and generators, including spraying, but "loading or unloading" does not include the welding, building cleaning, movement of property by means of a mechanical geophysical exploration, lighting and device, other than a hand truck, that is not well servicing equipment.attached to the aircraft, watercraft or "auto". 16."Occurrence" means an accident, including15."Mobile equipment" means any of the following continuous or repeated exposure to substantiallytypes of land vehicles, including any attached the same general harmful conditions.machinery or equipment: 17."Personal and advertising injury" means injury, a.Bulldozers, farm machinery, forklifts and including consequential "bodily injury", arising other vehicles designed for use principally out of one or more of the following offenses:off public roads; a.False arrest, detention or imprisonment;b.Vehicles maintained for use solely on or next to premises you own or rent;b.Malicious prosecution; c.Vehicles that travel on crawler treads; d.Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c.The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor;must occur away from premises you own d.Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services;own or rent. e.b.Oral, written or electronic publication of Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of: privacy;(1)The transportation of property, unless f.Copying, in your "advertisement", a the injury or damage arises out of a person’s or organization’s "advertising condition in or on a vehicle not owned idea" or style of "advertisement";or operated by you, and that condition was created by the "loading org.Infringement of copyright, slogan, or title of unloading" of that vehicle by any any literary or artistic work, in your insured; or"advertisement"; or (2)The existence of tools, uninstalled h.Discrimination or humiliation that results in equipment or abandoned or unusedinjury to the feelings or reputation of a materials.natural person. 20."Property damage" means:18."Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke,a.Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled,property. All such loss of use shall be reconditioned or reclaimed.deemed to occur at the time of the physical injury that caused it; or19."Products-completed operations hazard"; b.Loss of use of tangible property that is not a.Includes all "bodily injury" and "property physically injured. All such loss of use damage" occurring away from premises shall be deemed to occur at the time of you own or rent and arising out of "your "occurrence" that caused it.product" or "your work" except: As used in this definition, "electronic data" is (1)Products that are still in your physical not tangible property.possession; or 21."Suit" means a civil proceeding in which(2)Work that has not yet been completed damages because of "bodily injury", "property or abandoned. However, "your work" damage" or "personal and advertising injury" will be deemed to be completed at the to which this insurance applies are alleged. earliest of the following times: "Suit" includes:(a)When all of the work called for in a.An arbitration proceeding in which such your contract has been completed. damages are claimed and to which the (b)When all of the work to be done at insured must submit or does submit withthe job site has been completed if our consent; oryour contract calls for work at b.Any other alternative dispute resolution more than one job site. proceeding in which such damages are (c)When that part of the work done at claimed and to which the insured submits a job site has been put to its with our consent.intended use by any person or 22."Temporary worker" means a person who is organization other than another furnished to you to substitute for a permanentcontractor or subcontractor "employee" on leave or to meet seasonal or working on the same project. short-term workload conditions. 23."Volunteer worker" means a person who: a.Is not your "employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b.(2)Donates his or her work;The providing of or failure to provide warnings or instructions.c.Acts at the direction of and within the c.scope of duties determined by you; and Does not include vending machines or d.Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you.25. "Your work": 24."Your product":a.Means: a.Means:(1)Work or operations performed by you (1)Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2)Materials, parts or equipment distributed or disposed of by:furnished in connection with such work (a)You;or operations. (b)b.Others trading under your name; Includes: or (1)Warranties or representations made at (c)A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of "your work"; and (2)(2)Containers (other than vehicles), The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and Page 24 of 24 Form SS 00 08 04 05 © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER ACORD 25 (2016/03) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECT PRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSDADDL WVDSUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE 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: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Acct#:2287500 7/20/2021 Lockton Companies, LLC 888-828-8365 3657 Briarpark Dr., Suite 700 Houston, TX 77042 Ace American Insurance Co.22667 URBANTRANS CONSULTANTS, INC.1543 CHAMPA ST STE 201DENVER, CO 80202-2979 A X C68864422 10/1/2020 10/1/2021 X 1,000,000 1,000,000 1,000,000 Notice to Others Endorsement Included WAIVER OF SUBROGATION IN FAVOR OF City of Carlsbad/CMWD WHEN REQUIRED BY WRITTEN CONTRACT. CITY OF CARLSBAD/CMWDEXIGIS INSURANCE COMPLIANCE SERVICES P.O. BOX 947MURRIETA, CA 92564 ACOR D • I ,....,____ .......--, I ~ □ □ ~ ~ Fl □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ Workers' Compensation and Employers' Liability Policy Named Insured Insperity, INC. L/C/F URBANTRANS CONSULTANTS, INC. 19001 Crescent Springs Drive Kingwood, TX 77339 Endorsement Number Policy Number Symbol: RWC Number: C68864422 Policy Period 10/1/2020 TO 10/1/2021 Effective Date of Endorsement10/1/2020 Issued By (Name of Insurance Company)Ace American Insurance Co. Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of theInformation Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforceour right against the person or organization named in the Schedule, but this waiver applies only with respect to bodilyinjury arising out of the operations described in the Schedule, where you are required by a written contract to obtain thiswaiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in thework described in the Schedule. Schedule ( X )1. Specific Waiver Name of person or organization: City of Carlsbad/CMWD P.O. Box 947 Murrieta, CA 92564 ( ) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Operations:2. Premium:3. The premium charge for this endorsement shall be INCLUDED percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. Minimum Premium :4.INCLUDED Authorized Representative WC 99 03 22 August 20, 2019 Item #2 Page 7 of 26 PROFESSIONAL SERVICES AGREEMENT FOR TRANSPORTATION DEMAND MANAGEMENT SERVICES URBANTRANSNORTHAME~CA THIS AGREEMENT is made and entered into as of thed I <::J= day of ~~""l,.(......,..,..L-. and between the CITY OF CARLSBAD, a municipal corporation, ("City"), an America, a Colorado corporation ("Contractor"). RECITALS A. City requires the professional services of a transportation planning provider that is experienced in providing transportation demand management services. B. Contractor has the necessary experience in providing professional services and advice related to the transportation demand management plans and achieving quantitative performance mode change for widely dispersed employee base. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work in accordance with the proposal. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OE 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. STANPARPOEPERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. !&BM The term of this Agreement will be effective for a period of two years from the date first above written. The Agreement may be extended by the City Manager for three (3) additional one (1) periods or parts thereof by mutual agreement. Extensions will be based upon a satisfactory review of Contractor's performance by the City, City needs, and appropriation of any necessary 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 shall not exceed three hundred ninety eight thousand dollars ($398,000). 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 $199,000 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". August 20, 2019 Item #2 Page 8 of 26 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. Th~ 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. INPEMNfffCATfON 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. 1 o. 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 August 20, 2019 Item #2 Page 9 of 26 required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this projecUlocation or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. August 20, 2019 Item #2 Page 10 of 26 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All reports and operational data in relation to the services provided under Exhibit "A" produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement ("work product") 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. For the avoidance of doubt, 'work product' does not include any of Contractor's proprietary technology or any updates, modifications, improvements or customizations to the same, whether carried out during the term of this Agreement or otherwise. 14. COPYRIGHTS Contractor agrees that all copyrights that arise in work product will be vested in City and Contractor relinquishes all claims to the copyrights in the work product in favor of City. Contractor will retain all copyrights and other intellectual property rights in Contractor's proprietary technology and any service-related metrics. City acknowledges and agrees that the Contractor's proprietary technology is provided under license on the terms of the end user license agreements and terms of service provided with or presented through the applications or dashboards in connection with such technology and these terms will be binding on all users of Contractor's technology. August 20, 2019 Item #2 Page 11 of 26 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Claudia Huerta Title Village Manager Community & Economic Department Development City of Carlsbad Address 1635 Faraday Ave. Carlsbad, CA 92008 Phone No. 760-602-4759 For Contractor Name Aaron Gaul Title Director Address 811 Wilshire Blvd,# 1950 Los Angeles, CA 90017 Phone No. 310-929-5946 Email GaulA@UrbanTrans.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[i] NoO 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. PISCRIMJNATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. PISPUTE 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 August 20, 2019 Item #2 Page 12 of 26 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 first notifying Contractor by certified mail of the breach and providing a cure period of at least 10 days and if the cure is not provided in that time frame, City may provide further notice of termination. 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. The City is a public entity that is subject to an annual budgetary appropriation process. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement are, at any time, not forthcoming or insufficient through failure of the City Council to appropriate funds or otherwise, the City may terminate this Agreement upon thirty (30) days written notice and with no penalties. 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 LAWSUIJS 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. August 20, 2019 Item #2 Page 13 of 26 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 applicable purchase order and documents incorporated by reference will supersede any conflicting terms of this Agreement. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. August 20, 2019 Item #2 Page 14 of 26 26. AUJHQRIJY 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. CONTRA~CTOR' SL By: . 6:~, Aaron Gaul, Board Vice President (print name/title) By: (sign here) Matthew Kaufman, Board Treasurer (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By?J~ ~htkl ~ MattfiaiP, Mayor ATTEST: \ bm:w.o.l211L1li~ kn'\..BARBARAENGLESON Liv City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one cofP.orate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group a Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A., B]EWEr;y~ney BY: __ /_ t{Af_~------ Assistant City Attorney August 20, 2019 Item #2 Page 14 of 26 August 20, 2019 Item #2 Page 15 of 26 EXHIBIT "A" SCOPE OF SERVICES UrbanTrans North America as Contractor, agrees to complete the following scope of services for professional transportation demand management (TOM) consultant services in accordance with the city's Citywide TOM plan. Task 1: Project Management and Quality Assurance Invoiced as Percent Complete of Lump Sum Contractor will develop a project management and quality assurance process. This will ensure clarity of expectations, maintain vital timelines, transfer valuable institutional knowledge, and ensure all project goals are met on time and on budget. Project management efforts will include: • Kick-off meeting designed to elaborate upon city goals, special considerations, risk mitigation efforts, approval processes, timelines, existing data collection inventory, and unique circumstances to aid in facilitating the project and to build momentum. • Create project Gantt charts that are purposefully updated on a recurring basis throughout the course of the project. These visualized project task roadmaps will help the city's project manager, the contractor project manager, project team members, and stakeholders maintain the course. • Schedule quarterly "pulse check" meetings with the city's project manager/team to ensure the project strategies are working towards and achieving the objectives, mitigating any risks, and capitalizing on any pivot points. These will occur every three months in-person (or teleconference if requested by the city) and the Contractor will prepare core project updates, facilitate key decision points, and updated project priorities. • Monthly Progress Reports -Contractor will provide a monthly progress report outlining key progress towards each scope item and in accordance with the city's project manager ensure an explicit project structure, process and appropriate project tools. Task 1 Deliverables include: • Kick-off meeting and presentation materials • Weekly meetings with materials for at least the first three months/pre-launch of voluntary program • Quarterly pulse check meetings with materials after launch of voluntary program • Monthly progress reports & invoices • Quarterly Project Gantt charts (per project year) Task 2: Review Existing TDM Ordinance, Research, and Resources Invoice as Percent Complete of Lump Sum Contractor will create a data collection process that features: August 20, 2019 Item #2 Page 16 of 26 Background Information Matrix: Include data from TOM efforts in Carlsbad and regionally. The matrix will summarize core themes; identify goals/objectives/task, target completion dates, interrelated efforts, associated resources, and other vital details. Documents will include, but not be limited to city's Climate Action Plan, TOM ordinance, TOM handbook, Sustainability Mobility Plan, TOM blueprint plan (underway), TOM website, and SANDAG's recent TOM service adjustments. , Data Visualization: Collect and develop a series of data visualizations to aid issue identification and decision making. During the background and information review the Contractor will collect visualized data that may include maps that show employer clusters, employee travel patterns, residential density, and transportation networks. The Contractor will also identify infographics that show transportation information and goals. Gaps in key information will be identified and applicable visualizations will be made by the Contractor. While the Contractor will focus on visualization at the start of the project, it will remain a continuous focus of their efforts. This focus will show the program's foundational context and continued story to varied audiences. The review will occur in coordination with city staff to assure that all applicable ordinances, plans, research, and resources are included. The city agrees to share relevant data such as business license list data. The matrix and visualization documents will be provided to the city for comment, and the Contractor will make applicable edits based on consolidated comments provided by the city. Task 2 Deliverables • Draft background information matrix • Draft visualizations (at minimum 8) • Final background information matrix • Final visualizations Task 3: Explore Feasibility of Expanded TDM Program Billed as Percent Complete of Lump Sum Following the review of the existing TOM ordinance and city efforts that relate to, support, and align with the TOM program, the Contractor will coordinate with City and stakeholders to determine feasibility to expand TOM programming. In the first year of the program, the Contractor will leverage the city's efforts to date surrounding Safe Routes to School to review opportunities coordinate a pilot project into TOM programming. This includes reviewing/advising on pilot project concepts and design, and including pilot program results into TOM reporting for Year 1. In Year 2 of the contract, the Contractor will provide high-level advisory assistance as needed surrounding TOM integration to HOAs and community districts with further direction and definition of those terms by City Council following the presentation of Year 1 results. August 20, 2019 Item #2 Page 17 of 26 Task 3 deliverables include: • Inclusion of Safe Routes to School pilot program results into TOM reporting for Year 1. • As needed advisory assistance regarding HOAs and community district TOM integration Task 4: Establish Stakeholder Advisory Committee Billed as Percent Complete of Lump Sum The Contractor will develop, facilitate, and maintain a stakeholder advisory committee to help the city achieve multiple TOM goals. They will ensure committee participation is easy, enjoyable, valuable, and transparent. The City will assist the Contractor to leverage the stakeholders and momentum established recently from the Sustainable Mobility Plan process to prioritize stakeholder interviews and advisory committee membership. To ensure Carlsbad builds a high-performing TOM program, the Contractor will deploy active listening throughout all phases of the Advisory Committee development, facilitation, maintenance, and growth. The Contractor will include trained facilitators and strategic planning experts to conduct the following: Execute Priority Stakeholder Interviews: The Contractor will work with the city to establish a list of recommended priority stakeholder interviews and recommended stakeholder inputs. Upon finalization of this list, the Contractor will facilitate one-on-one discussions with up to 12 new stakeholders throughout the contract. Establish an Advisory Committee Framework: A TOM advisory committee will require iterative phases that prioritize the types of members based on organizational development criteria. The Contractor will develop a framework document that will outline how the committee will function, inputs/outputs it will generate, and facilitation methods over the course of two years. This will include committee roles and responsibilities and the development of a memorandum of understanding for participants. We will also update this framework throughout the project, as it will likely and purposefully evolve during that time. Transition Members and Facilitate Meetings: Based on findings from stakeholder interviews, the Contractor will generate a final list of priority advisory members for the Contractor to recruit. This effort will include an initial focus for founding membership and then ongoing recruitment throughout the course of the project. The Contractor will establish a calendar of events for committee meetings, manage meeting logistics (location, refreshments, invitations, etc.), develop content and facilitate each meeting. The Contractor will summarize each meeting with minutes including actionable next steps. This includes all direct expenses associated with the meeting. Research expansion of provision of TDM services by forming a TMA: This analysis will examine the feasibility of forming a TMA to serve the organizations covered by the ordinance or voluntarily participating in the program. The TMA feasibility will be based on how an area scores with regards to criterion organized into four core areas: transportation challenges, area August 20, 2019 Item #2 Page 18 of 26 characteristics, stakeholder commitment, and financial sustainability. The feasibility analysis will be informed by existing conditions, stakeholder meetings, and an investigation of potential partnerships and funding sources. Task 4 deliverables include: • Committee framework document (roles and responsibilities, schedule, format, and goals) • Committee memorandum of understanding • Stakeholder interviews (at minimum 12 Stakeholders) • Meeting coordination and facilitations (at minimum 6 advisory committee meetings) • TMA formation high-level analysis and recommendations Task 5: Update Framework and Monitoring Structure for TOM Program Billed as Percent Complete of Lump Sum Task 5.1 Gather Baseline Data The Contractor will review the mode-share baseline data for employees working in the City of Carlsbad including current data from the 2006 to 2010 American Community Survey 5-Year Estimate and the new ACS 5-year data set covering 2012 to 2016 that was released on March 31, 2019. They will review this new data set and compare them to data sets available from SANOAG. The Contractor will also identify other sources of data and their limitations to help understand the TOM program impacts. The nexus between TOM strategies and data sources varies, and will be considered as a part of the analysis. In addition, the Contractor will consider how surveys conducted at properties mandated to implement TOM programs can be used to understand program impacts and how those vary based on geography within Carlsbad. While these surveys are likely to be a significant and beneficial data source in time, their immediate benefit is limited due to the lack of properties covered by the TOM ordinance. The baseline analysis will result in a final agreed up existing baseline data set for use throughout this project. Task 5.2 Develop Evaluation Framework The Contractor will use data from Task 5.1 along with input from the city's project management team, the stakeholder advisory committee, and guidance from planning and policy documents to select data sources to track TOM program results. This effort will consider the cost and resources necessary to collect the data versus the available funding and staffing to collect and monitor data. It is anticipated that multiple data sources will be selected for ongoing tracking. As part of this task it will be determined: (1) what will be measured; (2) how it will be measured; (3) when it will be measured (frequency); and (4) how it will be tracked. With a goal of regular data reporting, the Contractor will create a TOM evaluation dashboard as part of this task that will include monitored metrics in a dashboard format. The dashboard will August 20, 2019 Item #2 Page 19 of 26 include: • Progress stages of voluntary businesses in the TDM program • Number of active TDM Ordinance Plans (broken up by voluntary and mandatory) • Number of ADTs covered by the program • Total square feet covered by the program • Date of specific activities • Summary of notes, comments and conversations • Permit number • Amount of GHG reductions {TBD aggregate or individual) • Percent mode share per employer (TBD aggregate or individual) The form of the dashboard will depend on the data being tracked, desired functionality, and budget. File sharing for this project will leverage the city's OneDrive site. Task 5.3 Gap Analysis and Resource Development Based on the results of the background information matrix, subtasks 5.2, expert consultant knowledge, and input from the City, the Contractor will identify priority gaps in the existing TOM resources. At the beginning of the contract the Contractor will conduct a thorough priority gap analysis to identify key resources for development and prioritization of these resources in the initial stages of the project. The Contractor will present these findings to the city and finalize agreed upon resources for development. To the extent possible, methodology and data collection should align with regional data efforts led by SANDAG so that local information feeds into regional transportation analysis. · Task 5 deliverables • TOM baseline data gathering and on-going methodology • TOM dashboard and development review tracking • Priority gap analysis Task 6: Technical Review of Development Plans Billed as Time and Materials Contractor will review TOM plans submitted by developers for city approval and work with the developer to ensure that the proposed plan is appropriate given the development context and expected tenants. Contractor will also help ensure that the TOM plan is robust enough for an individual development to meet the alternative mode share goals required to meet the city's GHG reduction targets. Staff will work with the developer to finalize the plan and to make sure that the developer fully understands the implementation details to avoid lack of compliance in the future. In parallel with reviews, the Contractor will develop additional guidance to be incorporated into the TOM handbook where needed. The Contractor and the City will ensure that the TOM handbook's content is maximized for applicability across all developer mandated TOM plans and associated contexts, identify future phased iterative reviews, and suggest content updates to the handbook and protocols based on interrelated tasks within this scope of service. August 20, 2019 Item #2 Page 20 of 26 City will establish a shared digital platform where Contractor will input detailed interactions with TOM plans in review, direction provided to development applicants, dates of relevant interactions and an overall status of each TOM plan. The Contractor, in coordination with city staff, will establish a time reporting process that will monitor the amount of resources associated with all aspects of the TOM plan review, including analysis, communication with developers, and plan approval. This time tracking will be sufficient for utilization in a potential fee structure that complies with state and federal regulations for development related fees. The Contractor will work with city staff to investigate the feasibility and structure of a TOM plan fee that could be implemented to cover administrative expenses related to the program. Task 6 deliverables • Review and create all associated documents in accordance with the TOM handbook and developer process, including detailed updates of the feedback provided to project applicants • Detailed development review platform of interactions with applicants that is accessible to Contractor and City staff • Time and activity reporting resource estimations • Cost structure for development reviews Task 7: Ongoing Monitoring of Approved TOM Plans Billed as Percent Complete of Lump Sum To monitor compliance with approved TOM plans over time, the Contractor will ensure that developments comply with the requirements, including review of infrastructure-based strategies during pre-occupancy inspection, periodic follow-up with the development's TOM contact to ensure that programs are being implemented, and assistance to developers with required baseline and follow-up survey efforts and reporting. A standardized commuter survey, compatible with regional TOM efforts like iCommute, will be created to ensure consistency in data collection and accuracy of reporting. In addition, a reporting process will be identified that meets the city's overall Climate Action Plan reporting goals. The Contractor will develop a tracking system that will ensure that developments comply with their reporting schedules. The system will include information on the TOM strategies and infrastructure that a development committed to, the mode split goal for the development, permit data, reporting requirements, contact information, and results from reports. The system will likely be hosted in the cloud to allow access by City of Carlsbad planning staff. It is anticipated that it will be built using a cloud-based database, such as Airtable. The tracking system will be used to remind developers of reporting deadlines and identify and follow up with those who fail to participate in the process. When monitoring reports are submitted by property managers/owners, the Contractor will review the results and work with those August 20, 2019 Item #2 Page 21 of 26 developments that have not met their goals on ways to amend their plan to achieve compliance going forward. Results will be tracked over time, both by development as well as program-wide, and will feed into the overall program evaluation and dashboard. Task 7 deliverables • Ongoing monitoring process • Standardized survey instrument and guidelines • Review and create all associated documents in accordance with the TOM handbook and developer development monitoring process Task 8: Existing Business Community Outreach for Voluntary Program Billed as Percent Complete of Lump Sum 8.1 Identity The Contractor will conduct a branding process in coordination with city communication staff to develop a comprehensive identity system for the Carlsbad TOM program including a brand name, logo, tagline, brand guidelines, target audience overview, and core marketing objectives. 8.2 Annual Workplan The Contractor will develop a draft workplan covering the following elements for this outreach effort: • Program Mission (static) • Program Multi-Year Goals (moderately static) • Program Services (updated annually) • Program Staffing and Roles (updated annually) • Program Objectives (updated annually) • Program Strategies (updated annually) • Program Metrics (updated annually) • Advisory Committee (updated annually) • Funding Source/Budget (updated annually) Based on feedback from the city project team, the Contractor will finalize the inaugural workplan and begin immediate implementation. Depending on the findings in Task 3, the stakeholder advisory committee may play a role in the finalization of this document (either in both years or in year two). August 20, 2019 Item #2 Page 22 of 26 8.3 Member Recruitment The following showcase the strategies the Contractor will use to recruit and retain existing business members. Recruitment Plan and Execution: Based on previous task findings, the Contractor will generate a high-level recruitment plan that targets priority organizations for membership. This plan will target and identify employers by: • First year focus on larger organizations that offer more opportunity to affect change via critical mass • Well-connected and leading organizations whose memberships can lead to prospects such as chambers, human resource management associations, and/or industry leaders • Organizations with household name recognition to showcase legitimacy by many audiences • Employers eager to participate or mandated to participate via developer plans • Employers in high-priority areas based on geo-spatial analysis of infrastructure, transit service, density, and other variables Member Plans, Events and CRM: Each employer and developer member will require unique approaches reflective of their specific worksite while also being provided efficient services/tools that allow Carlsbad to achieve its measurable goals. A valuable and tangible product to guide those approaches is the development of annual engagement plans that identify unique worksite commuter attributes, strategies and campaigns to employ for behavior change, services provided by Carlsbad, and measurable goals to achieve. These mini-plans will create engagement with the member partner, focus the program's finite resources to the best of their ability, and create measurable and achievable goals. Member Evaluation: The Contractor will build evaluation into the membership plans and provide appropriate tools and guidance to members. This work will be based in the monitoring plan in Task 5. This will include providing employer members with a survey tool/methodology, incentives, and analysis support allowing the development and measurement of TOM programming at their site while also allowing the Contractor to consolidate all evaluations into a city-wide measurement for reporting. 8.4 Member Outreach and Marketing To achieve the workplan goals and metrics, the Contractor will implement outreach and marketing efforts including: Campaign Management and Delivery: Efficient and effective delivery of the TOM programing relies on leveraging existing regionally developed marketing/tools and maximizing custom developed events/campaigns/services. Not all employers will utilize the annual regional campaigns-such as Bike to Work Week/Day, Clean Air Month and California Rideshare Week, but by providing access to these events throughout the calendar year, we ensure each employer August 20, 2019 Item #2 Page 23 of 26 partner can participate in an event that is convenient and relevant to their specific needs. Based on regional campaign dates and local custom opportunities, the Contractor will determine outreach schedules and maintain an events calendar of when materials should be distributed, incentives offered, modes of transportation promoted, and lobby or break room events set up, etc. The Contractor will also host informational sessions as needed to inform members on transportation changes happening near their site and engage members in facilitated, fun events to actively listen to the employer and their commuters' needs. Program Toolkit: The Contractor has found incredible efficiencies in the development and maintenance of toolkit materials. The idea being that an effective TDM brand will have an umbrella kit with customizable content pieces that vary among the target audiences such as: employers, developers, stakeholders, press, advisory committee, clients, and others. As well, as content for sub-audiences at scientifically proven "change moments" such as new orientation kits, new resident kits, and other moments are the types of valuable content that the Contractor will build for the program. Annual Champion Celebration and Designations: The Contractor will host an annual meeting, inviting all existing employer/property manager/stakeholder members to discover inspiring insights from our international best practices of similar commuter programs, share best practices, be celebrated for their efforts, network, and identify how to improve their existing program. This could be combined with a recruitment meeting to attract prospective members. This event will be designed to become an annual event for members to ensure brand awareness, inspire participation increases, reward member participation, meet requirements, and recruit new members. The celebration should calibrate awardee criteria with those of the larger region to highlight Carlsbad's contribution to the regional transportation network. Marketing Materials and Outreach Events: The Contractor will help facilitate annual events including Bike to Work day events and Rideshare Week on behalf of the city and the TDM program. Digital Marketing: The Contractor will facilitate the development of account content, identify metrics for usage, and manage all social media and electronic marketing content. Digital strategies will be finalized in the workplan and based on final services. Task 8 deliverables include: • Annual workplans • Brand identity system • Recruitment plan including target member goals • Marketing and outreach activities identified in the annual workplan • Employer toolkit • Rideshare Week and Bike to Work annual event facilitation • Completed engagement plans by member companies August 20, 2019 Item #2 Page 24 of 26 Task 9: Program Monitoring and Maintenance Billed as Time and Materials The outcomes from Task 4 will provide the process to monitor and maintain the TOM efforts for Carlsbad. These consolidated efforts include the following core subtasks. Task 9.1 TOM Program Monitoring Ongoing outputs the Contractor will conduct in the TOM monitoring of the program include: • Dashboard: Ongoing management, inputs, and exports of the TOM Dashboard as needed (ex: addition of employer partner survey results) including at minimum a monthly cohesive update and discussion with Carlsbad project team. This will showcase inputs, outcomes and associated impacts. • CRM: Management and updates to the CRM as needed (ex: new employer partner recruited) including at minimum a monthly cohesive update and discussion with Carlsbad project team. This will reveal key stakeholder contacts, communication efforts/results, partnerships, memberships and program network. • Participation: Depending on what tools, services, and other commuter services deployed, the Contractor will monitor participation in each and report back metrics such as reach, participation rates, data recency, behavioral impacts, and overall outcomes. • Survey Schedules, Response Rates, and Behavior Change: The Contractor will collect data as directed in previous Tasks and ensure surveys for mandated and voluntary programs are conducted on time, with the prescribed confidence levels, and are measuring change in behavior. This will result in key inputs for the Dashboard and CRM. Task 9.2 Project Year in Review and Recommended Next Steps The Contractor will summarize the annual comprehensive TDM efforts in a digestible and valuable manner to generate actionable next steps for this TOM program's evolution. This will include: • Facilitated annual project debrief meeting: The Contractor will hold this meeting with the Carlsbad project management team and/or advisory committee during where they will present an overview of all the entire efforts conducted that year, lessons learned, key successes and barriers, and recommended priority next steps. The Contractor will also facilitate a dialogue to identify inputs from the Carlsbad project team and/or advisory committee to identify forward-thinking opportunities and concepts for consideration in the next year's efforts. • TDM Program next steps: Based on the meeting and results to date, we will prepare a brief document to succinctly capture priority considerations and next steps for Carlsbad to achieve their TOM goals. This document will play a vital role in the TOM program's second Annual Workplan and subsequent scopes of work. August 20, 2019 Item #2 Page 25 of 26 Task 9.3 On-Call Technical Advisory Assistance A key element of the project approach is to ensure that it is dynamic and reactive to the variables at hand. With a two-year project, the Contractor will provide on-call/as needed technical advisory assistance where TOM tasks and needs are identified and approved by the Carlsbad Project Manager. This will allow the Contractor to flex resources for tasks with variability such as TOM Developer Review -so if Carlsbad experiences an unforeseen flurry of developer applications and thus requires additional effort, this subtask can fill that resource. Most often technical advisory assistance varies based on external variables such as funding source changes, technology advancements, and/or partnership changes. The value in this task is being able to address them within the contract. Tasks could include: • City's internal TOM program development • Technology solutions and advisory • Legal and best practice research • Funding opportunities such as grant writing or research • Facilitated presentations/meetings and presentation materials • Best Practice reviews on key TOM topics • Benchmarks and standard processes for consideration • Addressing new services and/or regional coordination efforts • Policy development and content • White papers on key TOM topics Task 9 deliverables include: • Updates to TOM dashboard, including all key metrics and inputs identified • Up-to-date data in CRM tool • Annual meeting materials • TOM program next steps memo • Technical advisory assistance progress report and agreed upon outputs August 20, 2019 Item #2 Page 26 of 26 Budget Carlsbad 2-Year Budget Task 1 Project Management $ 15,250 T&M Review Existing TDM Ordinance, Research & Task 2 Resources $ 12,500 Lump Task 3 Explore Feasibility of Expanded TDM Program $ 7,500 Lump Task 4 Establish Stakeholder Advisory Committee $ 18,000 Lump Update Framework and Monitoring Structure Task 5 for TDM Program $ 33,500 Lump Task 6 Technical Review of Development Plans $ 36,550 T&M Task 7 Ongoing Monitoring of Approved TDM Plans $ 23,000 Lump Task 8 Outreach to Existing Businesses $ 230,650 Lump Task 9 Program Monitoring and Maintenance $ 21,050 T&M Total $ 398,000 The Contractor will provide Carlsbad with an updated hourly rate sheet upon award and maintain an updated rate sheet throughout the course of the project.