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IT13-151 - Original - Tri-Tec Communications Inc. - VOIP Phone System - 06/12/2013
Records M gemen'ts \"47KENT Document WABMINOTON CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Tri-Tec Communications Vendor Number: 577690 JD Edwards Number Contract Number: ZT ) 3- IS--A This is assigned by City Clerk's Office Project Name: VOIP Phone System Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: f Contract Effective Date: 12- Lj Termination Date: 6/1/2013 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Sean Kelsey Department: Information Technology Detail: (i.e. address, location, parcel number, tax id, etc.): This is for the purchase of VOIP Phone System products, licenses, maintenance and support. S•Publlc\RecordsManagement\Forms\ContractCover\adcc7832 1 11108 KENT WI..H.NOT.n GOODS & SERVICES AGREEMENT between the City of Kent and Tri-Tec Communications Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Tri-Tec Communications Inc. organized under the laws of the State of Washington, located and doing business at 25130 74t" Ave. S. Kent, WA 98032 (253)852-7777 (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: Prorated 10 months Tri-Care Maintenance - No Phones [Page 1 Exhibit "A"] Telecom unications Equipment and Distributed Voice Mail Server Software [Page 2 Exhibit"A"] Report Schedular Application [Page 2 Exhibit "A"] Emergency Notification Application [Page 3 Exhibit "A"] Service Appliance 100 + 10 audio / Web Conference License [Page 3 Exhibit "A"] Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services by June 1, 2013. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $264,422, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Initial Payment will include: 1. Products, Licensing, and Maintenance 2. Tri-Tec Annual Partner Support GOODS &SERVICES AGREEMENT - 1 (Over$10,000.00, including WSST) If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. in that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment:_Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details i of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. f F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. i GOODS &SERVICES AGREEMENT - 2 (Over$10,000.00, including WSST) V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following i information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; GOODS&SERVICES AGREEMENT - 3 (Over$10,000.00, including WSST) 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. This Agreement Is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City. The Vendor shall correct all defects in workmanship and materials within one (1) year from the date of the City's acceptance of the Contract work. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the City. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, GOODS R SERVICES AGREEMENT - 4 (Over$10,000.00, including WSST) sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XI. INDEMNIFICATION, Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit "B" attached and incorporated by this reference. XIII. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of 1 any of the covenants and agreements contained in this Agreement, or to exercise any option i GOODS &SERVICES AGREEMENT - 5 (Over$10,000.00, including WSST) j conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in a full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XI of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. GOODS &SERVICES AGREEMENT - 6 (Over$10,000.00, including WSST) A� / VENDOR: CITY OF KENT: By: zz By: (signatu ) (signature) Print Name:_ �..o__ tijBr� P nt N e: Suzette Cooke Its OFyk is Mayor (tl e) DATE: .SJ/5`� DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: -6yk sCdA+ 6?4640 . {res;de4 Sean Kelsey Tri-Tec Communications Inc. City of Kent 25130 74t' Ave. S. 220 Fourth Avenue South Kent, WA 98032 Kent, WA 98032 (253)852-7777 (telephone) (253) 856-4611 (telephone) (253)852-5660 (facsimile) (253) 856-4700 (facsimile) APPR ED AS T FO or\(i( k Kent Law Department (in thk fia1J,you may enter the ak to 01"'h where M.contracthas lxan wad} I GOODS &SERVICES AGREEMENT - 7 (Over$10,000 00, Including WSST) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I a ee to the five requirements referenced above. Dated this 5 f /Wa 4 , 2CJ . By: For: T(�I - i C M ev.,Wti CO-+erNA Title: ��eStolPrtll" Date: EEO COMPLIANCE DOCUMENTS - 1 of 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 of 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of IkJ—T&C CpM,�un�cr `cNIS Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. Dated this day of , 20 By: For: Title: Date: I l I I EEO COMPLIANCE DOCUMENTS - 3 of 3 TRI-TEC EXHIBIT "A" Communications, Inc. May 10,2013 Margaret Bishop,Network Specialist City of Kent-Information Technology Department 220 Fourth Avenue South Kent,WA 98032 Dear Margaret: TRI-TEC Communications,Inc. Is pleased to offerthe City of Kent this proposal for providing parts,software and technical support for your ShoreTel Unified Communications System. TRI-TEC has been a ShoreTei Champion Partner since 2004 and currently supports over 20,000 ShoreTel IP Desktops. We have a ShoreTel Net Promoter Score of 76(50 is considered world class)and a TAC Utilization rate of 0.25(best in class is considered 2%or less). In addition to the attached proposal for hardware and software,TRI-TEC specifically offers the City of Kent the following services associated with this project: • All the equipment must be ordered at one time to receive the quoted discount of 48.25%, TRI-TEC realizes that the implementation maybe phased over a several month period. During the phased implementation period,TRI-TEC will securely store the equipment in our facility City Personnel can either arrange for TRI- TEC to deliver the equipment as needed(1 day advanced notice required)or City Personnel can pick the equipment up as needed during normal business hours. • TRI-TEC understands that City of Kent Information Technology Department intends to install the system and all components themselves. Should the City of Kent need to access TRI-TEC's technical design, implementation or training support services during the implementation period we offer the City of Kent a 60 hours of support at a reduced hourly rate of$100 per hour. These hours must be used as follows,1 hour minimum per occurrence with a Y2 hour increment after that within the same occurrence. TRI-TEC understands end-user training is critical to a successful implementation and user adoption of the new productivity enhancing features of a ShoreTel system Included in our proposal at no additional charge is 1 four hour"Train the Trainer"session with our Product Specialist to discuss best practices and training strategies. Additionally,our Product Specialist will conduct the first end-user training class for the City of Kent allowing the City of Kent Trainer to obtain some practical experience in end-user training. ShoreTel has approved discounted pricing for the City of Kent based on Phase 1 being ordered and shipped from ShoreTel by June 28,2013 and Phase 2 being ordered and shipped from ShoreTel by December 24,2013, For your specific hardware and software pricing request,TRI-TEC offers the following price quote: I 1 25130 74th Avenue South•Kent,WA 98032•Telephone-(2531852.7777•Fax,(253)852-5860 www.tri-tee.com l I PHASE 1 KCDA Contract Number 12-230 KCDA Price Negotiated Negotiated QTY PART# DESCRIPTION List Price EA KCDA Total Kent Cost Kent Total 1 60157 Small Business Edition $ 4,49500 $ 3,506.10 $ 3,506.10 $ 2,326.16 $ 2,326.16 Upgrade to Enterprise Version 4 10321 ShoreGear 24A $ 2,99500 $ 2,336 10 $ 9,34440 $ 1,54991 $ 6,199.65 10 10260 ShoreGear 90 $ 2,99500 $ 2,336.10 $ 23,361 00 $ 1,549.91 $ 15,499 13 1 10259 ShoreGear 50 $ 1,99500 $ 1,556 10 $ 1,556.10 $ 1,032.41 $ 1,03241 1 10322 ShoreGear T1k $ 3,495.00 $ 2,72610 $ 2,726.10 $ 1,80866 $ 1,808.66 665 30035 Extension&Mailbox License $ 200,00 $ 15600 $103,740.00 $ 103 50 $ 68,827 50 1 30039 Extension only license $ 14000 $ 10920 $ 109.20 $ 7245 $ 7245 50 10217 ShorePhone IP 115(Black) $ 15900 $ 12402 $ 6,201.00 $ 8228 $ 4,11413 4 10219 ShorePhone IP 265(Slack) $ 36900 $ 28782 $ 1,151.28 $ 19096 $ 76383 15 10221 ShorePhone IP 565g(Black) $ 59900 $ 46722 $ 7,00830 $ 30998 $ 4,64974 575 10265 ShorePhone IP 230g(Black) $ 32900 $ 256.62 $147,556.50 $ 17026 $ 97,898 06 6 30044 Additional Site License $ 495.00 $ 386 10 $ 2,316.60 1 $ 25616 $ 1,53698 605 40005 Personal Access License $ $ - $ - $ $ - 60 40007 Workgroup Agent Access $ 295.00 $ 230.10 $ 13,806.00 $ 15266 $ 9,15975 License 8 10223 Rack Mount Tray $ 95.00 $ 74.10 $ 592.80 $ 66.64 $ 533.14 16 10195 Wall Mount Kit IP 115 $ 13.00 $ 10.14 $ 16224 $ 912 $ 14591 16 20211 Wall Mount Kit IP 230/IP $ 13.00 $ 1014 $ 162.24 $ 9 12 $ 14591 265 8 60047 Analog Harmonica&Telco $ 9900 $ 7722 $ 61776 $ 69.45 $ 55559 Cable 1 SUPPORT TRI-CARE Maintenance Plan $19,217.00 $ 14,989.26 $ 14,989 26 $ 13,412 62 $ 13,412 52 (no phones) SUB-TOTAL $338,90&88 $228,681.61 Sales Tax 9 5% 5ZLL24 75 TOTAL $250,406.37 2 25130 74a'Avenue South.Kent,WA 98032.Telephone,(253)852-7777.Fax (253)852-5660 www.tri-tec.com TRI-TES' Communications, Inc. May 10, 2013 Margaret Bishop, Network Specialist mbishoa@kentwa.sov 253-856-4613 City of Kent-Information Technology Department 220 Fourth Avenue South Kent,WA 98032 Dear Margaret: If budget allows,the following applications are recommended for consideration in the first phase of implementation. This pricing is based on the KCDA RFP 12-230 Telephone Communications System, Initial Year Contract with three(3)one(1)year renewable options. Distributed Voice Mail Server Software KCDA ; KCDA Negotiated ; Negotiated QTY; PART# ; DESCRIPTION 1 List Price ; Price EA i Total Kent Cost i Kent Total 1 21020 I Distributed Voice Services License $ 99500 $ 776.10 $-776.10 $ 514.91 I $ 51491 (requires server hardware) I j 1 J SUPPORT i TRI-CARE Maintenance Plan(no phones) j $ 114.00 I $_101.46 $ 101,46 $ _79.35 i $ 79.35 - --- ------ - - -- ----- - - 1 INSTALL 1 System Design and Installation 95000 $ 950.00 i $_ 95000 UB i SUB-TOTAL _ __ $1,827.56 $1,544.26 Sales Tax 9.5% -- $1 146 70 --- + - ---- - - --- --- - t-- - -- ---- ------ -- ----- ,1 - ------� TOTAL96 _ . - _ Report Scheduler Application I, ! i KCDA KCDA I Negotiated ! Negotiated QTY ! PART# DESCRIPTION List Price ; Price EA Total Kent Cost ! Kent Total 1 18045 ; Report Scheduler-Application that runs, $3,500.00 $ 2,73000 $ 2,73000 $ 1,811.25 $ 1,811 25 I stores and delivers CDR based historical _ _ j reports unattended.--- - - - --� -- �---- -- �- -- - + 1 y SUPPORT 't TRI-CARE Maintenance Plan(no phones) i 517 I > 460.13 $ 460.13 $ 439$ .18 $ -43919 1 i INSTALL i System Design and Installation _ 950 00 $ 950.00 S 950 00 I ---- iSUB-TOTAL -- --- $4,140.13 -~$3,200.43 i Sales Tax 9.5% i ) 304.04 TOTAL - --� - —� $3,504.47 ---- - -- - -------- --- -- I - - - - -- - --- 25130 74x'Avenue South•Kent,WA 98032•Telephone (253)852-7777•Fax (253)852-5660 www.tri-tee.com Emergency_ __ Notification__A_Application —PP _ ---yT KCDA KCDA ! Negotiated i Negotiated QTy PART#1 DESCRIPTION _ I List Price i Price EA Total Kent Cost Kent Total �1 18008 1 ShoreWare Emergency Notification,5 or I $ $ 1,95800 $ 1,958.00 $ 1,237 50 ; $ 1,237 50 fewer - 2,200 00 ---- _ ! __ 1 SUPPORT TRI-CARE Maintenance Plan(no phones) $ 367.00 ! $ 326`633 $-326.63-�$ 255 44 `$ 255A4 1 i INSTALL ; System Design and Installation 950 DO 1 $ 950.00 1 $ 950 00 --stem-- -- - -tall-- -'---- i ----- - _ _ SUB-TOTAL _ $ 3,134.63 $2,442.94 - -i Sales Tax_9.5% { _ i _ I 232 08 I �j TOTAL f i -1 $2,675.02 Service Appliance 100+10 Audio/Web Conference License List ! KCDA ( KCDA Negotiated Negotiated QTY i PART# ! DESCRIPTION Price Price EA 1 Total Kent Cost Kent Total 1 _• 60125 Service Appliance 100 52,995.00 $ 2,336,10 i $ 2,336 10 $ 1,549_91 $ 1,549 91 1 _30091 �_--- - -----�--- -Y 10 Audio Conference Licenses $1,500 00 $_1,170.00 i $ 1,17000 $ 776.25 $ 77625 1 30093 r 10 Web Conference Licenses $1,500 00 $ 1,170.00 $ 1,170 00 $- `776 25-j $ 77625 - . _ 1 INSTALL - -- —------- --- - _.__---- $ --- -- - - -- -_. ._ _. 1 SUPPORT TRI-CARE Maintenance Plan(no phones) $ 804 00 $ 71556 $ 71556 $ 559.58 55958 I I System Design and Installation $ 1.950.00 ; $ 1,950.00 $ 1,950 00 1 SUB-TOTAL $,621.99 __- --�---- '- -i--'----- --- - ----- I Saless Tax 9 TOTAL Documentation regarding these applications can be found in the ShoreTel Integrated Application Catalog. if you should have any questions or require any additional information,please do not hesitate to contact me at 253- 852-7777. Sincerely, Carmen Ey Director of Sales TRI-TEC Communications,Inc. 253-852-7777 25130 741h Avenue South. Kent,WA 98032.Telephone (253)852-7777. Fax.(253)852-5660 www.tri-tec.com EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 it 85 or a substitute endorsement providing equivalent coverage. 2. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial Genera[Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit. EXHIBITS (Continued ) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mad, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional Insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors I Contractor shall include all subcontractors as Insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. Client#:20640 TRITCOM ACORD,,., CERTIFICATE OF LIABILITY INSURANCE GATE /YYYY) 6/12/201/2013 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 be endorsed If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s) PRODUCER --CONTACT NAME Bell-Anderson Ins-Renton CIL PHONENo Ext 425 291-5200 ac No 4252915100 ac 600 SW 39th Street,Suite 200 E-MAIL ADDRESS Renton,WA 98057 INSURER(S)AFFORDING COVERAGE NAICS 4252915200 INSURERA Sentinel insurance company INSURED INSURER B Tri-Tec Communications,Inc. INSURER C 25130 74th Avenue S INSURER D Kent,WA 98032 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER- REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FORTHE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITIONOF ANY CONTRACTOR 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 LTR TYPE OF INSURANCE INSRL SUER POLICY NUMBER MMIDDNYYY EFF MMIDIDYIYYYY LIMITS A GENERAL LIABILITY X X 52SBAPW5244 3/21/2013 03/21/2014 EACH OCCURRENCE $1 000000 DAMX COMMERCIAL GENERAL LIABILITY PREMISES Ea occur ance $1 000 000 CLAIMS-MADE OCCUR MED EXP(Any one person) 510,000 PERSONAL BADV INJURY S1,000,000 GENERALAGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $2,000,000 POLICY X jEC7 LOC CMBINE $ A AUTOMOBILE LIABILITY X 52UECJH6360 3/21/2013 03/21/201 Ee acedentSINGLE LIMIT 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ X HIRED AUTOS X AUTOS i,Lr accident $ A X UMBRELLA LIAB X occUR X 52SBAPW5244 131211201310312112014 EACH OCCURRENCE $5 000 000 EXCESS LIAB CLAIMS-MADE AGGREGATE s5,000,000 DED X RETENTION$10000 $ A WORKERS COMPENSATION 52SBAPW5244 3/2112013 031211201 WC Y .6 OTH- AND EMPLOYERS'LIABILITY ER ANY PROPRIETORIPARTNER/EXECUTIVE YIN E L EACH ACCIDENT $1 OOO 000 OFFICERIMEMBER EXCLUDED9 N/A (Mandatory in NH) E L DISEASE-EA EMPLOYEE $1 000 000 If DES IPTIONescribe under E L DISEASE-POLICY LIMIT $1 000,000 DESCRIPTION OF OPERATIONS below r DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,d mom space Is required) Certificate Holder is an additional insured for general liability,and auto liability, but only if required by written contract or written agreement per SS0008 04/05 and HA 9916 03/12.Waiver of Transfer of Rights of Recovery Against Others per SS0008 04/05 and HA 9916 03112 General Liability coverage and auto liability provided to the Certificate Holder will be Primary and Non-Contributory per SS0008 04/05 and HA 9916 03112.Per project aggregate applies per endorsement form SS0008 04/05.The Excess/Umbrella policy (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION ANY OFBE City of Kent a WAshington Municipal Corporation THE SHOULD EXPIRATIONH DATE V THEREOF,,E NOTICEIEELLED WILLL CBE CDELIVERED NE Attn Public Works ACCORDANCE WITH THE POLICY PROVISIONS 220 Forth Ave S Kent,WA 98032 AUTHORIZED REPRESENTATIVE y 7 " ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010105) 1 of 2 The ACORD name and logo are registered marks of ACORD #S450966IM439797 KLA DESCRIPTIONS (Continued from Page 1) follows form to the GenerabiAuto Liability policies. 30 day notice of cancellation or material change, including 10 day notice of cancellation included for non-payment of permium. SAGITTA 25 3(2010/05) 2 of 2 #S450966/M439797 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005,The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension-Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 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 B. 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 I Form SS 00 08 04 05 POLICY NUMBER: 52SBAPW5244 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage Read the entire policy carefully to determine rights, duties and what is and is not covered Throughout this policy the words "you" and "your' refer to the Named Insured shown in the Declarations. The words "we", "us"and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured"means any person or organization qualifying as such under Section C -Who is An Insured Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL 'occurrence" that takes place :n the AND ADVERTISING INJURY) (b) territory", Insuring Agreement (b) The "bodily injury" or "properly damage" occurs during the policy a. We will pay those sums that the Ensured period,and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this insurance "employee"authorized by you to give applies 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 listed any "swY seeking damages for 'bodily injury", "property damage" or "personal and insured or authored "employee" knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does 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 (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance,and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies, deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1.of Section explicitly provided for under Coverage C. —Who Is An Insured or any "employee" Extension-Supplementary Payments authorized by you to give or receive notice b. This insurance applies. of an"occurrence"or claim (1) To "bodily injury" and "property (1) Reports all, or any part, of the "bodily damage"only if injury" or property damage" to us or any other insurer: Form SS 00 08 04 05 Pagel of 24 0 2005,The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. 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 (3) Becomes aware by any other means that reasonable expenses for "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur accident, d. Damages because of "bodily injury" include (2) 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 medical technician or paramedic shall "suit' investigate or settle, or any "suit againstt an an insured we defend be deemed to be caused by an "occurrence", but only if (1) All expenses we incur (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bad bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services, and any vehicle to which Business Liability (b) You are not engaged in the Coverage for"bodily injury"applies We business or occupation of providing do not have to furnish these bonds such services (3) The cost of appeal bonds or bonds to release attachments, but only for bond (2) For the purpose of determining the amounts within the applicable limit of limits insurance for incidental medical insurance. We do not have to furnish malpractice, tice, any act or omission these bonds together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one"occurrence" investigation or defense of the claim or 2. MEDICAL EXPENSES "suit", including actual loss of earnings 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 (2) On ways next to premises you own or we pay If we make an offer to pay the rent, or applicable limit of insurance, we will not (3) Because of your operations; pay any prejudgment interest based on provided that that period of time after the offer 1 The accident takes (7) All interest on the full amount of any ( ) 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 (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance the accident, and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance 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 (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1 b.(b) of Section B. — that is an"insured contract", Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured, injury" and "property damage" and will (3) The obligation to defend, or the cost of not reduce the Limits of Insurance the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same"insured contract", and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements, or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee, terms of the agreement described in (5) The indemnitee and the insured ask Paragraph(6)above,are no longer met us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to and the indemnitee, and a. Expected Or Intended Injury (6) The indemnitee (1) "Bodily injury" or "property damage" (a) Agrees in writing to expected or intended from the (i) Cooperate with us in the standpoint of the insured This investigation, settlement or exclusion does not apply to "bodily defense of the "suit", injury" or "property damage" resulting from the use of reasonable force to (it) Immediately send us copies of protect persons or property, or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with the"suit", direction of or with the consent or acquiescence of the insured with the (iit) 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",or respect to coordinating other applicable insurance available (2) "Personal and advertising injury" to the indemnitee,and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to. liability in a contract or agreement (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of "suit", and (a) "Bodily injury", "property y damage"or (fi) Conduct and control the "personal and advertising injury"that defense of the indemnitee in the insured would have in the such"suit". absence of the contract or agreement,or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or"property damage" (b) 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 consequence of(1)above subsequent to the execution of the This exclusion applies contract or agreement Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity, attorneys' fees and necessary and 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. Pollution has also been assumed in the same"insured contract", and (1) "Bodily injury", "property damage" or "personal and advertising injury" (11) 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 damages to which this (a) At or from any premises, site or insurance applies are alleged location which is or was at any c. Liquor Liability time owned or occupied by, or 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 (1) "Bodily injury"if sustained within (1) Causing or contributing to the a budding and caused by intoxication of any person, smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol,or cool or dehumidify the budding, (3) Any statute, ordinance or regulation or equipment that is used to relating to the sale, gift, distribution or heat water for personal use, by the buildings occupants or their use of alcoholic beverages. guests; This exclusion applies only if you are in the (11) "Bodily injury" or "property business of manufacturing, distributing, damage" for which you may be selling, serving or f imishmg alcoholic held liable, if you are a beverages contractor and the owner or d. Workers' Compensation And Similar lessee of such premises,site or Laws location 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 e. Employer's Liability premises, site or location and "Bodily injury"to such premises, site or location (1) An "employee" of the insured arising is not and never was owned or out of and in the course of occupied by, or rented or 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) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or budding 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 (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor,or as waste by or for (iii) "Bodily injury" or "property (i) Any insured, or damage" arising out of heat, or (ii) Any person or organization for smoke re fumes from a fire whom you may be legally "hostile ", or responsible, (e) At or from any premises, site or location on whch any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any insured or working directly f are performing indirectly on rming any any contractors or subcontractors in working directly or indirectly on s behalf any insured's behalf are operations if the operations are to performing operations if the test for, monitor, clean up, remove, "pollutants" are brought on or to contain,treat, detoxify or neutralize, or in any way respond to, or assess the premises, site or location in connection with such operations the effects of, 'pollutants' by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor However, this of any subparagraph does not apply to (a) Request demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants",or mechanical functions (b) 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, lubncants 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 "Bodily injury' or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity or loaned to any insured Use includes I. War 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 by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by (1) A watercraft while ashore on premises governmental authority in hindering or 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 (b) Not being used to carry persons out of the rendering of or failure to render for a charge, any professional service This includes (3) Parking an "auto" on, or on the ways but is not limited to next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services, rented or loaned to you or the insured, (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft, drawings and specifications, (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities, the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) 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 injury" or "property damage", whether appearance e skin enhancement, hair r the other insurance is primary, excess, removal or replacement or personal contingent or on any other basis grooming, h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of ophthalmic lenses and similar (1) The transportation of"mobile equipment" products or hearing aid devices, 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) Optometry or optometric services Paragraphs (1), (3) and (4) 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 distnbution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products, fewer consecutive days A separate Limit (9) Any of Insurance applies to Damage To Premises Rented To You as described in Body piercing (not including ear Section D.-Limits Of Insurance piercing), (b) Tattooing, including but not limited Paragraph (premises of this exclusion does not are "your work" and to the insertion of pigments into or apply if the pr under the skin, and were never occupied, rented or held for rental by you (c) Similar services, Paragraphs (3) and(4) of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement site design Paragraphs(3) and (4)of this exclusion do Paragraphs (4)and (5)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 lob site Paragraph 1.e. in Section A.-Coverages Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included in the "Property damage"to "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product 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 Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or products-completed operations hazard" damage to another's property, This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the"property damage"arises the damage arises was performed on your out of any part of those premises, behalf by a subcontractor (3) Property loaned to you, n. Damage To Impaired Property Or Property Not Physically Injured (4) Personal property in the care, custody or control of the insured, "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically which you or any contractors or inlured, arising out of subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product' operations, if the "property damage" or"your work", or arises out of those operations,or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. 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 expense incurred by you or others for the (a) 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 apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — 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 "Personal and advertising injury" linking to others on your web site, by (1) Arising out of oral,written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting, knowledge of its falsity, (9) Arising out of an electronic chat room (2) Arising out of oral,written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control, beginning of the policy period, (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured, address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, anther's potential customers, except an implied contract to use another's "advertising idea" in your (11) Arising out of the violation of a "advertisement", person's right of privacy created by any state or federal act se(5) Arising out the failure of goods, However, this exclusion does not products or services to conform with any statement of quality or apply to liability for damages that the performance made in your insured would have in the absence of "advertisement", such state or federal act, (8) Arising out of the wrong description of (12) Arising out of the price of goods,products or services, (a) An "advertisement" for others on (7) Arising out of any violation of any your web site, intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site, 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 However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images,or "advertisement", of (d) Computer code, software or (a) Copyright, programming used to enable (b) Slogan, unless the slogan is also (i) Your web site, or 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) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law, reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities, or persons or property which would not have occurred in whole or in(15) Arising out of discrimination or humiliationcommitted by or at the part but for the"asbestos hazard", direction of any "executive officer", (b) Anse out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages ansing 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) Anse out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury"to encapsulating, containing, treating, (1) A person arising out of any detoxifying or neutralizing or in 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 (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" ansmg defamation, harassment, humiliation directly or indirectly out of any action or or discnmination 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 described in Paragraphs(a), (b), or(c) law, or above is directed (3) Any statute, ordinance or regulation, This exclusion applies other than the TCPA or CAN-SPAM Act 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. Exclusions c. through h. and It. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the"asbestos hazard" the owner A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss,costs or expenses that Section D. - Liability And Medical Expenses 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 We will not pay expenses for"bodily injury". are also insureds, but only with respect to a. Any Insured their duties as trustees To any insured,except"volunteer workers" 2. Each of the following is also an insured b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other 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 d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers"are insureds for- or disability benefits law or a similar law (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury". To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" 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 g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage "volunteer workers" while C. WHO IS AN INSURED performing duties related to the conduct of your business, 1. If you are designated in the Declarations as (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner Paragraph (1)(a)above, b. A partnership or joint venture, you are an (c) For which there is any obligation insured Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured Your members are also insureds, (b)above, or but only with respect to the conduct of your (d) Arising out of his or her providing business Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services managers If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors you to provide such services 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) Rented to, in the care, custody or b. 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", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, 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 (2) Until your legal representative has with respect to been appointed a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment, or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance an insured under this provision e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part your permission Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an insurance of any kind is available to that insured under another policy or would be person or organization for this liability an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to. limits of insurance a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft, or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision 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 Paragraphs a. through f. 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 contract, written agreement or because of a (e) 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 A person or organization is an additional products, insured under this provision only for that (fl Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit except such operations performed 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 person or organization is included as an product, additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages the vendor,or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s)or organization(s) (refereed to below as vendor), but only with respect to negligence of the vendor for its "bodilyinjury" or "property own acts or omissions or those of ry" p perry damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf However, this or sold in the regular course of the vendor's exclusion does not apply to business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs(d)or(f), or "products-completed operations hazard" (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions undertakes to make in the usual course of business, in This 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 any obligated to pay damages by insured person or organization from reason 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 or liability for damages that the containing such products vendor would have in the absence of the contract or agreement, b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you, whom you lease equipment, but only with respect to their liability for "bodily (c) Any physical or chemical change „ in the product made intentionally injury", property damage" or by the vendor, "personal and advertising injury" 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) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you 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 (1) Any person or organization from has issued a permit whom you lease land or premises, but (2) 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 tw municipality, or (a) Any "occurrence" which takes (b) "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 is not an insured under Paragraphs a. operations performed by or on through a above, but only with behalf 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 (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf and advertising injury" caused, in whole (a) 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 This insurance does not apply to (ii) 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 ansing 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, ansing out of fire, lightning or drawings and specifications, or explosion (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b 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", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance ansing out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. — Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. 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 D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the The Damage To Premises Rented To You Declarations and the rules below fix the most we will pay regardless of the number of Limit is the most we will pay under Business 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, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits" temporarily occupied by you with permission of 2. Aggregate Limits the owner The most we will pay for In the case of damage by fire, lightning or 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 Insureds Declarations b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision, or owned by or rented to you b. The Limits of Insurance shown in the "Location" means premises involving the Declarations same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section railroad Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) 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, limit set forth in Paragraph 3.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 with the beginning of the policy period shown in the enforcement of any right against any Declarations, unless the policy period is extended person or organization that may be after issuance for an additional period of less than 12 liable the insured because of injury months In that case, the additional period will be or damage to which this insurance deemed part of the last preceding period for purposes may also apply d of determining the Limits of Insurance . Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a paymentt,, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance 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 2. Duties In The Event Of Occurrence, by other insurance available to an Offense,Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim To written contract, written agreement or the extent possible, notice should include permit that this insurance is primary and 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 Suit injured persons and witnesses, and Paragraphs a. and b. 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 If a claim is made or "suit" is brought an individual, 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 You or any additional insured must see to insured is a corporation, 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 You and any other involved insured must subdivision or public entity Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured upon your representations 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards 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 Insurance insurance required by that law b. With respect to "mobile equipment' to a other valid and collectible insurance is which this insurance applies, we will available for a loss we cover under this Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law We will provide the required limits for This insurance is primary except when b. those coverages below applies If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form below a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured, or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis all of its terms have been fully complied (1) Your Work with That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work", against an insured, but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner, claimant or the claimant's legal representative (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies with permission of the owner, a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured, and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos"or watercraft to a claim is made or"suit"is brought the extent not subject to Exclusion g. of Section A.—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 (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete, the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us, and Coverages 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 That is other insurance available to exceeds the sum of you covering liability for damages (1) 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,with Additional Insured To This any other insurance that is not described in Insurance this 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 However, the following provisions Declarations of this Coverage Part apply to other insurance available to c. Method Of Sharing 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 rt this method also Under this approach, (a) rimary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. 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 by the method described in c. 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 are the 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 Paragraphs(a) and (b) 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 against so, 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 F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. 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, 1. Additional Insured - Designated Person Or but only with respect to liability for"bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s)or organization(s), for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf equipment a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations, or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured —Owners Or Other Interests From amended 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 use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations these additional insureds, the following additional exclusions apply b. With respect to the insurance afforded to This insurance does not apply to. these additional insureds, the following additional exclusions apply (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land,or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises,or performed by or on behalf of such (2) Structural alterations, new person or organization construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision—Permits person or organization 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 Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) 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 b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products, additional exclusions apply (f) Demonstration, installation, This insurance does not apply to. servicing or repair operations, 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 the arising out of operations performed for product, the state or municipality, or 2 "Bodily injury" or "propertydamage" (g) Products which, after distribution ( ) Y J rY 9 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 a. WHO IS AN INSURED under Section C.is the vendor,or 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 Subparagraphs(d)or(0, or provides coverage for "bodily injury" or "property damage" included within the (ii) Such inspections, "products-completed operations hazard" adjustments, tests or servicing 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 (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products 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, WHO IS AN INSURED under Section C. 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 — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of 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 alterations, new construction and demolition insureds are described in Section D. — 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 the Other Insurance Condition in Section E — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C.is Conditions amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured —Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through 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 insured(s), or (5) Newspaper, (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services, or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "properly damage" included within the However, "advertisement"does not include products-completed operations n,a. The design,g printed material, information 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 damage" or "personal an advertising b. An interactive conversation between or injury" arising out of the rendering of, or among persons through a computer network the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement" services, including 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form 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 (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities equipment But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment" Premises 5. "Bodily injury" means physical WHO IS AN INSURED under Section C. is a. Injury, amended to include as an additional insured b. Sickness,or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above,mental anguish or death at any time. premises shown in the Declarations 6. "Coverage territory"means Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have faded 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 or places included in a.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. in the territory described in a.above, However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a, person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your 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 communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance damages is determined in the United States of b. 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 L That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment party to pay for"bodily injury" or "property 8. "Employee" includes a "leased worker" damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker" damage" is caused, in whole or in part, by 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 Paragraph I. 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 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because bridge or trestle, tracks, road-beds,tunnel, a. It incorporates "your product" or "your work" underpass or crossing that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous,or that part of any contract or agreement Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) 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. Vehicles not described in a., b., c., or d. 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 fading to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage, or welding, budding 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 professional services, including those If. Vehicles not described in a., b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes inspection, architectural or other than the transportation of persons or engineering activities cargo 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment" but firm, to perform duties related to the conduct of will be considered "autos" your business "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker" gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for property (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing, or 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 c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or"auto" to the place where it is workers, and finally delivered, (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, budding cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto" well servicing equipment 15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment the same general harmful conditions a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury"means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads, out of one or more of the following offenses b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment, 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. Oral, written or electronic publication of b. 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, ( ) p p p rty, 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 g. Infringement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement",or insured,or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person materials 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage"means: 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 19. "Products-completed operations hazard", physical injury that caused it, or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product"or"your work"except "occurrence"that caused it (1) Products that are still in your physical As used in this definition, "electronic data" is possession, or not tangible property (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times to which this insurance applies are alleged (a) When all of the work called for in "Suit" includes your contract has been completed a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent, or more than one lob site b. Any other alternative dispute resolution (C) When that part of the work done at proceeding in which such damages are a lob site has been put to its claimed and to which the insured submits intended use by any person or with our consent organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project "employee" on leave or to meet seasonal or 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. Donates his or her work, (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions scope of duties determined by you, and c. 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, distributed or disposed of b O parts or equipment P Y furnished in connection with such work (a) You, or operations (b) Others trading under your name, b. 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) Containers (other than vehicles), (2) 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