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HomeMy WebLinkAboutCAG2020-226 - Original - Murraysmith, Inc. - Reith Road Water Main Improvements - 07/21/2020ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: o Director or Designee o Mayor Date of Council Approval: Budget Account Number: Budget? o Yes o No Grant? o Yes o No Type:Review/Signatures/RoutingDate Received by City Attorney:Comments: Date Routed to the Mayor’s Office: Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Basis for Selection of Contractor: Termination Date: Local Business? o Yes o No* *If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? o Yes o No Contract Number: Agreement Routing Form For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 July 20, 2020 CONSULTANT SERVICES AGREEMENT - 1 (Over $20,000) CONSULTANT SERVICES AGREEMENT between the City of Kent and Murraysmith, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Murraysmith, Inc. organized under the laws of the State of Oregon, located and doing business at 600 University Street, Suite 300, Seattle, WA 98101, Phone: (206) 462-7030, Contact: Nathan Bemis (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. The Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: The Consultant shall provide construction observation services for the Reith Road Water Main Improvement Project. For a description, see the Consultant's Scope of Work which is attached as Exhibit A and incorporated by this reference. The Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II.TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. The Consultant shall complete the work described in Section I by December 31, 2020. III.COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Sixty One Thousand, Seven Hundred Fifty Dollars ($61,750), for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated a nd executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant 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. C. Card Payment Program. The Consultant may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Consultant. If the CONSULTANT SERVICES AGREEMENT - 2 (Over $20,000) Consultant voluntarily participates in this Program, the Consultant will be solely responsible for any fees imposed by financial institutions or credit card companies. The Consultant shall not charge those fees back to the City. 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 Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which the Consultant’s services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Consultant’s services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant 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 Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Consultant’s business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. 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. After termination, the City may take possession of all records and data within the Consultant’s possession pertaining to this project, which may be used by the City without restriction. If the City’s use of the Consultant’s records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI.FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government (“force majeure event”). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, th ey are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID -19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prev ention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Consultant shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any CONSULTANT SERVICES AGREEMENT - 3 (Over $20,000) costs, losses, expenses, damages, or delay costs incurred by the Consultant due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Consultant to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Consultant to fulfill its obligations under this Agreement. Except as expressly contemplated by this se ction, all other costs will be borne by the Consultant. VII.DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, 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. The Consultant 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. VIII.INDEMNIFICATION. The Consultant 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 Consultant'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 the Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily i njury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and the Consultant’s liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'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 the Consultant 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 Consultant’s part, then the Consultant 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 Consultant’s part. The provisions of this section shall survive the expiration or termination of this Agreement. IX.INSURANCE. The Consultant 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. X. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to the Consultant for the purpose of completion of the work under this Agreement. CONSULTANT SERVICES AGREEMENT - 4 (Over $20,000) XI.OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consu ltant will be safeguarded by the Consultant. The Consultant shall make such data, documents, and files available to the City upon the City’s request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. The City’s use or reuse of any of the documents, data , and files created by the Consultant for this project by anyone other than the Consultant on any other project shall be without liability or legal exposure to the Consultant. XII.CITY'S RIGHT OF INSPECTION. Even though the Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XIII.WORK PERFORMED AT CONSULTANT'S RISK. The Consultant 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 prot ection necessary for that purpose. All work shall be done at the Consultant's own risk, and the Consultant 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 any of the covenants and agreements contained in this Agreement, or to exercise any option 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 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 cl aim, 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 VIII 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 the Consultant. CONSULTANT SERVICES AGREEMENT - 5 (Over $20,000) 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 Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed b y the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. / / / / / / / / / / / / / / / / / / / / / / / / CONSULTANT SERVICES AGREEMENT - 6 (Over $20,000) K. Counterparts and Signatures by Fax or Email. 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. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: By: (signature) Print Name: Its (title) DATE: CITY OF KENT: By: (signature) Print Name: Dana Ralph Its Mayor DATE: NOTICES TO BE SENT TO: CONSULTANT: Nathan Bemis Murraysmith, Inc. 600 University Street, Suite 300 Seattle, WA 98101 (206) 462-7030 (telephone) N/A (facsimile) NOTICES TO BE SENT TO: CITY OF KENT: Timothy J. LaPorte, P.E. City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-5500 (telephone) (253) 856-6500 (facsimile) APPROVED AS TO FORM: Kent Law Department ATTEST: Kent City Clerk P:\Public\Administration\Contracts\Contracts Prepared (Kathi)\MurraySmith July 16, 2020 Shawn Goodpaster Senior Legal Advisor 07/21/2020 EEO COMPLIANCE DOCUMENTS - 1 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 agree to fulfill the five requirements referenced above. By: ___________________________________________ For: __________________________________________ Title: _________________________________________ Date: _________________________________________ Sr. Legal Advisor Shawn Goodpaster July 16, 2020 EEO COMPLIANCE DOCUMENTS - 2 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 - 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 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. By: ___________________________________________ For: __________________________________________ Title: _________________________________________ Date: _________________________________________ EXHIBIT ASCOPE OF WORKCity of KentReith Road Water Main lmprovementsProject Number: 19-3005Construction Observation ServicesStatement of UnderstandingMurraysmith is being retained by the City of Kent (City) to provide construction observationservices for their Reith Road Water Main lmprovement project (Project No. 19-3005). Theroadway improvement project is located on Reith Road between 38th Avenue S to 42nd AvenueS within the City and includes the installation of approximately 810 linear feet of l-6-inch Ductilelron water main, reconnecting main and services, installing new curb ramps, planing bituminouspavement, asphalt overlay, and other related work items.Murraysmith has developed the following scope of services and accompanying fee estimatebased on our understanding of the project and discussions with City staff. This scope includesconstruction observation services to assist the City during construction of the project. The Citywill be responsible for all necessary permitting, bidding, and construction management notprovided for herein.Scope of WorkTask L00 - Project ManagementThe Consultant will organize, manage, and coordinate the services required to provide theidentified construction support services. The Consultant will be expected to coordinate its workwith efforts performed by City staff. The Consultant will provide project management andcontract administration services. The following subtasks are anticipated.1,. Correspondence and coordination with City project manager and staff associated withthese services.2. Monthly reports, invoices, and schedule updates - Prepare invoicing and monthly reportsto include work completed, costs incurred, budget status, amendments, projectschedule, and all issuesthat may result in an increase in Total Price.City of KentJune 2020Reith Road Water Main lmprovements7MURRAYSMITH AssumptionsOverall duration of construction contract is anticipated to be an approximately nine (9)calendar week period (with forty-five (45) working Days contract time).DeliverablesMonthly progress reports and invoicesTask 200 - Construction Observat¡onConsultant shall provide the services of a Resident Project Representative (RpR). Theresponsibilities, authority, and limitations of the RPR are limited to those of Engineer inaccordance with the construction Documents. These services may include:Review of work in progress to assist in determining if the work is in general proceeding inaccordance with the Contract Documents. lnform City and Contractor whenever RPRbelieves that any Work is defective. Advise City when RPR believes that any Work will notproduce a complete Project that conforms generally to the Contract Documents, or willprejudice the integrity of the design concept of the complete Project as a functioningwhole as indicated in the Contract Documents, orwhenever RPR believes Workshould beuncovered for observation, or requires special testing, inspection, or approval. Monitorto ensure that tests, equipment and systems startups, and operating and maintenancetraining are conducted in the presence of appropriate personnel, and that Contractormai ntains adeq uate records thereof.Serve as the City's liaison with Contractor, working principally through the Contractorsuperintendent and assist in understanding the intent of the Contract Documents. AssistCity as liaison with Contractor when Contractor's operations affect City's onsiteoperations. Assist City in serving as a liaison between Contractor, other City staff, andprivate residents to inform and facilitate and coordinate work of the Contractor.Assist City with the execution of tasks herein, including but not limited to, schedule,submittal and RFI reviews, processing applications for payment, meetings, coordinationof special inspections and testing, start-up, testing and training, substantial and finalcompletion, and project close-out.Review the contractor's monthly requests for progress payments and recommend theappropriate amount to the City for payment to the contractor. Paymentrecommendations will be based upon the percentage complete of unit price items and/orthe approved breakdown of the contractor's lump sum items, as appropriate.City of KentJune 2020Reith Road Water Main lmprovements2MURRAYSMITH Furnish City periodic reports of progress of the Work and of Contractor's compliance withthe Progress Schedule and Schedule of Submittal submissions.lnform City when clarifications and interpretations of the Contract Documents areneeded. Consider and evaluate Contractor's suggestions for modifications in Drawings orSpecifications and provide recommendations to City.Maintain informal record drawings and review Contractor's record drawings as requiredin the Contract Documents.Assist City in determining if the work is in general proceeding in accordance withapplicable permits and permit conditions. lnform City and Contractor whenever RPRbelieves that any Work is not in conformance with permit conditions.ln company with City and Contractor representatives, Consultant shall participate in afinal inspection to determine if the completed work of Contractor is acceptable so thatCity may recommend, in writing, final payment to Contractor.L6. Record DrawíngsPrepare record drawings based on information provided by Contractor and City's ProjectRepresentative and provide to City one (1) set of permanent record drawings. Consultant shallalso provide record drawings to City in digital format on CD-ROM in AutoCAD format.AssumptionsOverall duration of construction contract is anticipated to be an approximately nine (9)calendar week period (with forty-five (45) Working Days contract time) and normal 8-hour workday period. Night or weekend work may be required.DeliveroblesOn-site observation reportsRecord drawings, one hard copy and one digital copy in AutoCAD formatPunch List and other documentation to support substantial completion and finalcom pletion/proj ect close-outatCity of KentJune 2020Reith Road Water Main lmprovements3MURRAYSMITH Reith Road Water Main lmprovements, Project No. 19-3005City of KentPROPOSED FEE ESTIMATE57,59051 ,790ss55.80036036000fask 2OO Subtotal57.590s1.,190555,800s360360Task 200 - Construction Obseruation4.160ss4,160S2305fask 700 Subtotal4,1605s4.1,60s23185Task 100 - Pro¡ect N4anasement, r,,t,i, ial.. t:t,:.rli:ì ¡ir :: ..','l .l i:r"1 ',:j',iii,aì.., t!, r:t :ì -, .,:i,1.|,::l ,j.ìCity of KentJune 2020lvlurraysm¡thReith noad Water N4ain lmprovmentsPage 1 EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant 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 Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant 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. 2.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 Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3.Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4.Professional Liability insurance appropriate to the Consultant’s profession. B. Minimum Amounts of Insurance Consultant 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 General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate. EXHIBIT B (Continued) 3.Professional Liability insurance shall be written with limits no less than 2,000,000 per claim. 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 Consultant’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 Consultant’s insurance and shall not contribute with it. 2.The Consultant’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 mail, 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 Consultant 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 Consultant’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 Consultant 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 Consultant before commencement of the work. F. Subcontractors Consultant 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 Consultant. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 7/18/2020 (541) 926-4291 22357 Murraysmith, Inc 888 SW 5th Avenue STE 1170 Portland, OR 97204 30104 37478 20443 A 1,000,000 X 52SBAAD4213 9/4/2019 9/4/2020 500,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000B X 52UECHD7295 9/4/2019 9/4/2020 8,000,000A 52SBAAD4213 9/4/2019 9/4/2020 8,000,000 10,000 C 52WBCAB4553 11/1/2019 11/1/2020 1,000,000 1,000,000 1,000,000 D Professional Liab AEH591932981 9/4/2019 Per Claim 5,000,000 D Professional Liabi AEH591932981 9/4/2019 11/1/2020 Aggregate 5,000,000 Reith Road Water Main Improvement Project City of Kent is an additional insured for ongoing and completed operatons per attached SS0008, which provides primary and non-contributory wording. Auto liability additional insured applies per attached HA9916. Per project aggregate applies per attached SS0433. 30 Day Notice of Cancellation applies per attached SS1223. City of Kent 400 W Gowe Street Kent, WA 98032 MURRSMI-01 DDRAPER Corvallis Office PayneWest Insurance, Inc. 545 SW 2nd Street, Ste 101 Corvallis, OR 97333 t Hartford Accident and Indemnity Company Hartford Underwriters Insurance Company Hartford Insurance Company of MidW Continental Casualty Company X 11/1/2020 X X X X X X X 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 1Business Liability 2Medical Expenses 2Coverage Extension - Supplementary Payments B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1.15Bankruptcy 2.15Duties In The Event Of Occurrence, Offense, Claim Or Suit 3.16Financial Responsibility Laws 4.16Legal Action Against Us 5.16Separation Of Insureds 6.16Representations 7.16Other Insurance 8.17Transfer Of Rights Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 18Additional Insureds G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 ABCDEFGHIJ BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. CThe word "insured" means any person or organization qualifying as such under Section . - Who Is An Insured. GOther words and phrases that appear in quotation marks have special meaning. Refer to Section . - Liability And Medical Expenses Definitions. (a)The "bodily injury" or "property A. COVERAGES damage" is caused by an 1. BUSINESS LIABILITY COVERAGE (BODILY "occurrence"that takes place in the INJURY, PROPERTY DAMAGE, PERSONAL "coverage territory";AND ADVERTISING INJURY) (b)The "bodily injury" or "propertyInsuring Agreement damage" occurs during the policy a.We will pay those sums that the insured period; and becomes legally obligated to pay as (c)Prior to the policy period, no insureddamages because of "bodily injury",1.listed under Paragraph of Section"property damage" or "personal and C.– Who Is An Insured and noadvertising injury" to which this insurance "employee" authorized by you to giveapplies. We will have the right and duty to or receive notice of an "occurrence"defend the insured against any "suit"or claim, knew that the "bodily injury"seeking those damages. However, we will or "property damage" had occurred,have no duty to defend the insured against in whole or in part. If such a listedany "suit" seeking damages for "bodily insured or authorized "employee"injury", "property damage" or "personal and knew, prior to the policy period, thatadvertising injury" to which this insurance the "bodily injury" or "propertydoes not apply.damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or "suit" that may result. But:damage" during or after the policy period will be deemed to have been(1)The amount we will pay for damages is known prior to the policy period.D.limited as described in Section - (2)To "personal and advertising injury" Liability And Medical Expenses Limits caused by an offense arising out of your Of Insurance; and business, but only if the offense was(2)Our right and duty to defend ends when committed in the "coverage territory" we have used up the applicable limit of during the policy period.insurance in the payment of judgments, c."Bodily injury" or "property damage" will besettlements or medical expenses to which deemed to have been known to havethis insurance applies. occurred at the earliest time when anyNo other obligation or liability to pay sums or 1.insured listed under Paragraph of Sectionperform acts or services is covered unless C.– Who Is An Insured or any "employee"explicitly provided for under Coverage authorized by you to give or receive noticeExtension - Supplementary Payments. of an "occurrence" or claim:b.This insurance applies: (1)Reports all, or any part, of the "bodily (1)To "bodily injury" and "property injury" or "property damage" to us or damage" only if:any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2)b.Receives a written or verbal demand or We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury" or "property damage"; or applicable limit of insurance. We will pay reasonable expenses for:(3)Becomes aware by any other means that (1)"bodily injury" or "property damage" has First aid administered at the time of an occurred or has begun to occur.accident; d.(2)Damages because of "bodily injury" include Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3)Necessary ambulance, hospital, injury".professional nursing and funeral e. Incidental Medical Malpractice services. (1)"Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a.We will pay, with respect to any claim orphysician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit"medical technician or paramedic shall against an insured we defend:be deemed to be caused by an (1)All expenses we incur."occurrence", but only if: (2)Up to $1,000 for the cost of bail bonds (a)The physician, dentist, nurse, required because of accidents or traffic emergency medical technician or law violations arising out of the use of paramedic is employed by you to any vehicle to which Business Liability provide such services; and Coverage for "bodily injury" applies. We (b)You are not engaged in the do not have to furnish these bonds.business or occupation of providing (3)The cost of appeal bonds or bonds to such services. release attachments, but only for bond (2)For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds.together with all related acts or (4)All reasonable expenses incurred by the omissions in the furnishing of these insured at our request to assist us in the services to any one person will be investigation or defense of the claim or considered one "occurrence". "suit", including actual loss of earnings 2. MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work. a.We will pay medical expenses as described (5)All costs taxed against the insured in below for "bodily injury" caused by an the "suit". accident:(6)Prejudgment interest awarded against (1)On premises you own or rent;the insured on that part of the judgment we pay. If we make an offer to pay the (2)On ways next to premises you own or applicable limit of insurance, we will not rent; or pay any prejudgment interest based on (3)Because of your operations;that period of time after the offer. provided that:(7)All interest on the full amount of any (1)The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period;offered to pay, or deposited in court the part of the judgment that is within the (2)The expenses are incurred and reported applicable limit of insurance.to us within three years of the date of the accident; and (1) (7)Any amounts paid under through above will not reduce the limits of insurance.(3)The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b.If we defend an insured against a "suit"So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met:necessary litigation expenses incurred by the indemnitee at our request will be(1)The "suit" against the indemnitee paid as Supplementary Payments.seeks damages for which the insured has assumed the liability of the Notwithstanding the provisions of 1.b.(b)B.indemnitee in a contract or agreement Paragraph of Section – that is an "insured contract";Exclusions, such payments will not be deemed to be damages for "bodily (2)This insurance applies to such liability injury" and "property damage" and will assumed by the insured; not reduce the Limits of Insurance.(3)The obligation to defend, or the cost of Our obligation to defend an insured's the defense of, that indemnitee, has indemnitee and to pay for attorneys' fees also been assumed by the insured in and necessary litigation expenses as the same "insured contract"; Supplementary Payments ends when:(4)The allegations in the "suit" and the (1)We have used up the applicable limit information we know about the of insurance in the payment of "occurrence" are such that no conflict judgments or settlements; orappears to exist between the interests (2)of the insured and the interest of the The conditions set forth above, or the indemnitee;terms of the agreement described in (6)Paragraph above, are no longer met.(5)The indemnitee and the insured ask us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverageand agree that we can assign the This insurance does not apply to:same counsel to defend the insured and the indemnitee; and a. Expected Or Intended Injury (6)The indemnitee:(1)"Bodily injury" or "property damage" expected or intended from the (a)Agrees in writing to: standpoint of the insured. This (i)Cooperate with us in the exclusion does not apply to "bodily investigation, settlement or injury" or "property damage" resulting defense of the "suit";from the use of reasonable force to (ii)Immediately send us copies of protect persons or property; or any demands, notices, (2)"Personal and advertising injury" arisingsummonses or legal papers out of an offense committed by, at thereceived in connection with direction of or with the consent orthe "suit";acquiescence of the insured with the (iii)Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv)Cooperate with us with (1)"Bodily injury" or "property damage"; orrespect to coordinating other (2)"Personal and advertising injury"applicable insurance available to the indemnitee; and for which the insured is obligated to pay damages by reason of the assumption of(b)Provides us with written liability in a contract or agreement.authorization to: This exclusion does not apply to liability (i)Obtain records and other for damages because of:information related to the "suit"; and (a)"Bodily injury", "property damage" or "personal and advertising injury" that(ii)Conduct and control the the insured would have in thedefense of the indemnitee in absence of the contract orsuch "suit". agreement; or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b)(b)"Bodily injury" or "property damage"Performing duties related to the assumed in a contract or agreement conduct of the insured’s business, or that is an "insured contract",(2)The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs (1)consequence of above. subsequent to the execution of the This exclusion applies:contract or agreement. Solely for (1)Whether the insured may be liable as the purpose of liability assumed in an employer or in any other capacity; an "insured contract", reasonable andattorneys' fees and necessary litigation expenses incurred by or for (2)To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage"This exclusion does not apply to liability provided:assumed by the insured under an "insured (i)Liability to such party for, or for contract". the cost of, that party’s defense f. Pollution has also been assumed in the (1)"Bodily injury", "property damage" or same "insured contract", and "personal and advertising injury" (ii)Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of "pollutants": resolution proceeding in which (a)At or from any premises, site or damages to which this location which is or was at anyinsurance applies are alleged. time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of:(i)"Bodily injury" if sustained within (1)Causing or contributing to the a building and caused by intoxication of any person;smoke, fumes, vapor or soot produced by or originating from(2)The furnishing of alcoholic beverages to equipment that is used to heat,a person under the legal drinking age or cool or dehumidify the building,under the influence of alcohol; or or equipment that is used to(3)Any statute, ordinance or regulation heat water for personal use, byrelating to the sale, gift, distribution or the building's occupants or theiruse of alcoholic beverages.guests; This exclusion applies only if you are in the (ii)"Bodily injury" or "propertybusiness of manufacturing, distributing,damage" for which you may beselling, serving or furnishing alcoholic held liable, if you are abeverages.contractor and the owner 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 premises, site or location ande. Employer’s Liability such premises, site or location"Bodily injury" to: is not and never was owned or(1)An "employee" of the insured arising occupied by, or rented orout of and in the course of:loaned to, any insured, other (a)Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii)"Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire";subcontractor; (b)(ii)At or from any premises, site or "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste;into that building in connection with operations being performed(c)Which are or were at any time by you or on your behalf by atransported, handled, stored, contractor or subcontractor; ortreated, disposed of, or processed (iii)as waste by or for:"Bodily injury" or "property damage" arising out of heat, (i)Any insured; or smoke or fumes from a (ii)Any person or organization for "hostile fire"; orwhom you may be legally (e)At or from any premises, site orresponsible; location on which any insured or any(d)At or from any premises, site or contractors or subcontractorslocation on which any insured or working directly or indirectly on anyany contractors or subcontractors insured’s behalf are performingworking directly or indirectly on operations if the operations are toany insured's behalf are test for, monitor, clean up, remove,performing operations if the contain, treat, detoxify or neutralize,"pollutants" are brought on or to or in any way respond to, or assessthe premises, site or location in the effects of, "pollutants".connection with such operations (2)Any loss, cost or expense arising out by such insured, contractor or of any:subcontractor. However, this (a)subparagraph does not apply to:Request, demand, order or statutory or regulatory requirement that any(i)"Bodily injury" or "property insured or others test for, monitor,damage" arising out of the clean up, remove, contain, treat,escape of fuels, lubricants or detoxify or neutralize, or in any wayother operating fluids which are respond to, or assess the effects of,needed to perform the normal "pollutants"; orelectrical, hydraulic or (b)mechanical functions Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts,damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold,neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels,would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels,regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2)The use of "mobile equipment" in, or while in practice or preparation for, a"Bodily injury" or "property damage" arising prearranged racing, speed or out of the ownership, maintenance, use or demolition contest or in any stunting entrustment to others of any aircraft, "auto" activity.or watercraft owned or operated by or rented i. Waror loaned to any insured. Use includes operation and "loading or unloading"."Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring,(1)War, including undeclared or civil war; employment, training or monitoring of others (2)Warlike action by a military force, by that insured, if the "occurrence" which including action in hindering or caused the "bodily injury" or "property defending against an actual ordamage" involved the ownership, expected attack, by any government, maintenance, use or entrustment to others of sovereign or other authority usingany aircraft, "auto" or watercraft that is military personnel or other agents; orowned or operated by or rented or loaned to (3)Insurrection, rebellion, revolution, any insured. usurped power, or action taken by This exclusion does not apply to: governmental authority in hindering or (1)A watercraft while ashore on premises defending against any of these. you own or rent; j. Professional Services (2)A watercraft you do not own that is:"Bodily injury", "property damage"or (a)Less than 51 feet long; and "personal and advertising injury" arising out of the rendering of or failure to render(b)Not being used to carry persons any professional service. This includesfor a charge; but is not limited to:(3)Parking an "auto" on, or on the ways (1)Legal, accounting or advertisingnext to, premises you own or rent, services;provided the "auto" is not owned by or rented or loaned to you or the insured;(2)Preparing, approving, or failing to prepare or approve maps, shop(4)Liability assumed under any "insured drawings, opinions, reports, surveys,contract" for the ownership, field orders, change orders, designs ormaintenance or use of aircraft or drawings and specifications;watercraft; (3)Supervisory, inspection, architectural (5)"Bodily injury" or "property damage" or engineering activities;arising out of the operation of any of f.(2)the equipment listed in Paragraph (4)Medical, surgical, dental, x-ray or f.(3)or of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6)An aircraft that is not owned by any (5)Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6)Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess,grooming;contingent or on any other basis. (7)Optical or hearing aid services h. Mobile Equipment including the prescribing, preparation, "Bodily injury" or "property damage"fitting, demonstration or distribution of arising out of:ophthalmic lenses and similar products or hearing aid devices;(1)The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8)(1) (3) (4)Optometry or optometric services Paragraphs , and of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing,damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products;fewer consecutive days. A separate Limit of Insurance applies to Damage To (9)Any: Premises Rented To You as described in (a)Body piercing (not including ear D.Section - Limits Of Insurance.piercing); (2)Paragraph of this exclusion does not(b)Tattooing, including but not limited apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you. (c)Similar services;(3) (4)Paragraphs and of this exclusion do (10)Services in the practice of pharmacy; not apply to the use of elevators. and (3) (4) (5) (6)Paragraphs , , and of this (11)Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design.(3) (4)Paragraphs and of this exclusion do (4) (5)Paragraphs and of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. 1.e. A.Paragraph in Section - Coverages.(6)Paragraph of this exclusion does not k. Damage To Property apply to "property damage" included in the "products-completed operations hazard"."Property damage" to: l. Damage To Your Product(1)Property you own, rent or occupy, including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement,enhancement, "Property damage" to "your work" arising restoration or maintenance of such out of it or any part of it and included in the property for any reason, including "products-completed operations hazard".prevention of injury to a person or damage to another's property;This exclusion does not apply if the damaged work or the work out of which (2)Premises you sell, give away or the damage arises was performed on your abandon, if the "property damage" arises behalf by a subcontractor.out of any part of thosepremises; n. Damage To Impaired Property Or (3)Property loaned to you; Property Not Physically Injured(4)Personal property in the care, custody "Property damage" to "impaired property" or control of the insured; or property that has not been physically (5)That particular part of real property on injured, arising out of:which you or any contractors or (1)A defect, deficiency, inadequacy or subcontractors working directly or dangerous condition in "your product" indirectly on your behalf are performing or "your work"; oroperations, if the "property damage" (2)arises out of those operations; or A delay or failure by you or anyone acting on your behalf to perform a (6)That particular part of any property contract or agreement in accordance that must be restored, repaired or with its terms.replaced because "your work" was incorrectly performed on it.This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c)Title of any literary or artistic work; Property (8)Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: (a)expense incurred by you or others for the Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b)Designing or determining content or disposal of:of web sites for others; or (1)"Your product";(c)An Internet search, access, (2)"Your work"; or content or service provider. (3)"Impaired property";However, this exclusion does not if such product, work or property is a. b. c.apply to Paragraphs , and withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization G.advertising injury" in Section – because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it.For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or linking to others on your web site, by "Personal and advertising injury": itself, is not considered the business(1)Arising out of oral, written or electronic of advertising, broadcasting, publication of material, if done by or at publishing or telecasting;the direction of the insured with (9)Arising out of an electronic chat room knowledge of its falsity; or bulletin board the insured hosts, (2)Arising out of oral, written or electronic owns, or over which the insured publication of material whose first exercises control;publication took place before the (10)Arising out of the unauthorized use ofbeginning of the policy period; another's name or product in your e-mail(3)Arising out of a criminal act committed address, domain name or metatags, orby or at the direction of the insured;any other similar tactics to mislead (4)Arising out of any breach of contract, another's potential customers; except an implied contract to use (11)Arising out of the violation of a another’s "advertising idea" in your person's right of privacy created by "advertisement";any state or federal act. (5)Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act;"advertisement"; (12)Arising out of:(6)Arising out of the wrong description of (a)An "advertisement" for others on the price of goods, products or services; your web site;(7)Arising out of any violation of any (b)Placing a link to a web site of intellectual property rights such as others on your web site;copyright, patent, trademark, trade name, trade secret, service mark or (c)Content from a web site of others other designation of origin or displayed within a frame or border authenticity.on your web site. Content includes information, code, sounds, text,However, this exclusion does not graphics or images; orapply to infringement, in your "advertisement", of (d)Computer code, software or programming used to enable:(a)Copyright; (i)Your web site; or(b)Slogan, unless the slogan is also a trademark, trade name, service (ii)The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13)(a)Arising out of a violation of any anti-May be awarded or incurred by trust law;reason of any claim or suit alleging actual or threatened injury (14)Arising out of the fluctuation in price or or damage of any nature or kind to value of any stocks, bonds or other persons or property which would securities; or not have occurred in whole or in (15)Arising out of discrimination or part but for the "asbestos hazard";humiliation committed by or at the (b)Arise out of any request, demand, direction of any "executive officer", order or statutory or regulatory director, stockholder, partner or requirement that any insured or member of the insured. others test for, monitor, clean up, q. Electronic Data remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data".(c)Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, monitoring, cleaning up, removing,"Bodily injury" or "personal and advertising encapsulating, containing, treating,injury" to: detoxifying or neutralizing or in any(1)A person arising out of any:way responding to or assessing the (a)Refusal to employ that person;effects of an "asbestos hazard". (b)Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or (c)Employment-related practices, Informationpolicies, acts or omissions, such as coercion, demotion, evaluation,"Bodily injury", "property damage", or reassignment,discipline,"personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2)The spouse, child, parent, brother or (1)The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2)The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices law; or(a) (b) (c)described in Paragraphs , , or (3)Any statute, ordinance or regulation,above is directed. other than the TCPA or CAN-SPAM ActThis exclusion applies:of 2003, that prohibits or limits the (1)Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity;distribution of material or information. and Damage To Premises Rented To You – (2)To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury.c. h. k. o.Exclusions through and through do s. Asbestos not apply to damage by fire, lightning or explosion to premises rented to you or (1)"Bodily injury", "property damage" or temporarily occupied by you with permission of "personal and advertising injury" the owner. A separate Limit of Insurance arising out of the "asbestos hazard". applies to this coverage as described in (2)Any damages, judgments, settlements,D.Section - Liability And Medical Expensesloss,costs or expenses that:Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e.A trust, you are an insured. Your trustees are also insureds, but only with respect to We will not pay expenses for "bodily injury": their duties as trustees.a. Any Insured 2.Each of the following is also an insured:To any insured, except "volunteer workers". a. Employees And Volunteer Workersb. Hired Person Your "volunteer workers" only whileTo a person hired to do work for or on behalf performing duties related to the conduct of of any insured or a tenant of any insured. your business, or your "employees", other c. Injury On Normally Occupied Premises than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies.company) or your managers (if you are a limited liability company), but only for acts d. Workers' Compensation And Similar within the scope of their employment by Laws you or while performing duties related to To a person, whether or not an the conduct of your business."employee" of any insured, if benefits for However, none of these "employees" or the "bodily injury" are payable or must be "volunteer workers" are insureds for:provided under a workers' compensation or disability benefits law or a similar law.(1)"Bodily injury" or "personal and advertising injury":e. Athletics Activities (a)To you, to your partners or To a person injured while practicing, members (if you are a partnership instructing or participating in any physical or joint venture), to your members exercises or games, sports or athletic (if you are a limited liability contests. company), or to a co-"employee"f. Products-Completed Operations Hazard while in the course of his or her Included with the "products-completed employment or performing duties operations hazard".related to the conduct of your business, or to your other g. Business Liability Exclusions "volunteer workers" while Excluded under BusinessLiability Coverage.performing duties related to the C. WHO IS AN INSURED conduct of your business; 1.If you are designated in the Declarations as:(b)To the spouse, child, parent, brother or sister of that co-a.An individual, you and your spouse are "employee" or that "volunteer insureds, but only with respect to the worker" as a consequence of conduct of a business of which you are the (1)(a)Paragraph above;sole owner. (c)For which there is any obligation b.A partnership or joint venture, you are an to share damages with or repay insured. Your members, your partners, and someone else who must pay their spouses are also insureds, but only with damages because of the injury respect to the conduct of your business. (1)(a)described in Paragraphs orc.A limited liability company, you are an (b) above; orinsured. Your members are also insureds, (d)Arising out of his or her providing but only with respect to the conduct of your or failing to provide professional business. Your managers are insureds, but health care services.only with respect to their duties as your managers.If you are not in the business of providing professional health cared.An organization other than a partnership, (d)services, Paragraph does not applyjoint venture or limited liability company, you to any nurse, emergency medicalare an insured. Your "executive officers" and technician or paramedic employed bydirectors are insureds, but only with respect you to provide such services.to their duties as your officers or directors. Your stockholders are also insureds, but only (2)"Property damage" to property: with respect to their liability as stockholders.(a)Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b)b.Rented to, in the care, custody or Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1)"Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", (2)"Personal and advertising injury" any partner or member (if you are arising out of an offense committeda partnership or joint venture), or before you acquired or formed the any member (if you are a limited organization.liability company). 4. Operator Of Mobile Equipmentb. Real Estate Manager With respect to "mobile equipment" registered inAny person (other than your "employee"or your name under any motor vehicle registration"volunteer worker"), or any organization law, any person is an insured while driving suchwhile acting as your real estate manager. equipment along a public highway with yourc. Temporary Custodians Of Your permission. Any other person or organizationProperty 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 with respect to:(2)Until your legal representative has been appointed.a."Bodily injury" to a co-"employee" of the person driving the equipment; ord. Legal Representative If You Die b."Property damage" to property owned by,Your legal representative if you die, but rented to, in the charge of or occupied byonly with respect to duties as such. That you or the employer of any person who isrepresentative will have all your rights and an insured under this provision.duties under this insurance. 5. Operator of Nonowned Watercrafte. Unnamed Subsidiary With respect to watercraft you do not own thatAny subsidiary and subsidiary thereof, of is less than 51 feet long and is not being usedyourswhich is a legally incorporated entity to carry persons for a charge, any person is anofwhich you own a financial interest of insured while operating such watercraft withmore than 50% of the voting stock on the your permission. Any other person oreffective date of this Coverage Part. organization responsible for the conduct ofThe insurance afforded herein for any such person is also an insured, but only withsubsidiary not shown in the Declarations respect to liability arising out of the operationasa named insured does not apply to of the watercraft, and only if no otherinjury or damage with respect to which an insurance of any kind is available to thatinsured under this insurance is also an person or organization for this liability.insured under another policy or would be However, no person or organization is ananinsured under such policy but for its insured with respect to:termination or upon the exhaustion of its limits of insurance.a."Bodily injury" to a co-"employee" of the person operating the watercraft; or3. Newly Acquired Or Formed Organization b."Property damage" to property owned by,Any organization you newly acquire or form, rented to, in the charge of or occupied byother than a partnership, joint venture or you or the employer of any person who islimited liability company, and over which you an insured under this provision.maintain financial interest of more than 50% of the voting stock, will qualify as a Named 6.Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However:Permit a.Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire a.f.Paragraphs through below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM (e)contract, written agreement or because of a Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit.with the distribution or sale of the products;A person or organization is an additional (f)Demonstration, installation, insured under this provision only for that servicing or repair operations, period of time required by the contract, except such operations performed agreement or permit. at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product;person or organization is included as an (g)Products which, after distribution additional insured by an endorsement issued or sale by you, have been labeled by us and made a part of this Coverage Part, or relabeled or used as a including all persons or organizations added container, part or ingredient of any as additional insureds under the specific other thing or substance by or for additional insured coverage grants in Section the vendor; orF.– Optional Additional Insured Coverages. (h)"Bodily injury" or "property a. Vendors damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of"bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, thisor sold in the regular course of the vendor's exclusion does not apply to:business and only if this Coverage Part (i)The exceptions contained in provides coverage for "bodily injury" or (d) (f)Subparagraphs or ; or"property damage" included within the (ii)"products-completed operations hazard".Such inspections, adjustments, tests or servicing as the vendor(1)The insurance afforded to the vendor has agreed to make or normallyis subject to the following additional undertakes to make in the usualexclusions: course of business, inThis insurance does not apply to:connection with the distribution (a)"Bodily injury" or "property or sale of the products. damage" for which the vendor is (2)This insurance does not apply to anyobligated to pay damages by insured person or organization fromreason of the assumption of whom you have acquired such products,liability in a contract or agreement. or any ingredient, part or container,This exclusion does not apply to entering into, accompanying orliability for damages that the containing such products.vendor would have in the absence b. Lessors Of Equipmentof the contract or agreement; (1)Any person or organization from (b)Any express warranty whom you lease equipment; but only unauthorized by you; with respect to their liability for "bodily (c)Any physical or chemical change injury", "property damage" orin the product made intentionally "personal and advertising injury"by the vendor;caused, in whole or in part, by your (d)Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing,person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2)e. Permits Issued By State Or Political With respect to the insurance afforded Subdivisionsto these additional insureds, this insurance does not apply to any (1)Any state or political subdivision, but "occurrence" which takes place after only with respect to 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 has issued a permit.(1)Any person or organization from (2)whom you lease land or premises, but With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a)"Bodily injury", "property damage" leased to you.or "personal and advertising (2)With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to:municipality; or (a)(b)Any "occurrence" which takes "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b)Structural alterations, new (1)Any other person or organization who construction or demolition a.is not an insured under Paragraphs operations performed by or on ethrough . 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 in part, by your acts or omissions or(1)Any architect, engineer, or surveyor, but the acts or omissions of those acting only with respect to liability for "bodily on your behalf:injury", "property damage" or "personal (a)and advertising injury" caused, in whole In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b)In connection with your premises your behalf:owned by or rented to you; or (a)In connection with your premises; (c)In connection with "your work" and or included within the "products- (b)In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf.(i)The written contract or written (2)With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies:such additional insured; and (ii)This insurance does not apply to This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including:(2)With respect to the insurance afforded (a)The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b)Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a)The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b)3. Each Occurrence LimitSupervisory, inspection, architectural or engineering 2.a. 2.bSubject to or above, whichever activities.applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", D.insureds are described in Section – Limits "property damage" and medical expenses Of Insurance.arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in How this insurance applies when other the Declarations.insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses E.in Section – Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions.one person is the Medical Expenses Limit shown in the Declarations.No person or organization is an insured with 4. Personal And Advertising Injury Limitrespect to the conduct of any current or past partnership, joint venture or limited liability 2.b.Subject to above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations."personal and advertising injury" sustained by any one person or organization is the Personal D. LIABILITY AND MEDICAL EXPENSES and Advertising Injury Limit shown in the LIMITS OF INSURANCE Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the The Damage To Premises Rented To You Declarations and the rules below fix the most Limit is the most we will pay under Business we will pay regardless of the number of:Liability Coverage for damages because of a.Insureds;"property damage" to any one premises, while b.Claims made or "suits" brought; or rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or c.Persons or organizations making claims or temporarily occupied by you with permission of bringing "suits". the owner. 2. Aggregate Limits In the case of damage by fire, lightning or The most we will pay for:explosion, the Damage to Premises Rented To a.Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional InsuredsDeclarations. The most we will pay on behalf of a person or b.Damages because of all other "bodily organization who is an additional insured injury", "property damage" or "personal under this Coverage Part is the lesser of:and advertising injury", including medical a.The limits of insurance specified in a expenses, is the General Aggregate Limit written contract, written agreement or shown in the Declarations. permit issued by a state or political This General Aggregate Limit applies subdivision; orseparately to each of your "locations" b.The Limits of Insurance shown in the owned by or rented to you. Declarations."Location" means premises involving the Such amount shall be a part of and not in same or connecting lots, or premises addition to the Limits of Insurance shown in whose connection is interrupted only by a the Declarations and described in this Section.street, roadway or right-of-way of a railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1)If more than one limit of insurance under this Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2)Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3)Cooperate with us in the investigation, 3.limit set forth in Paragraph above.settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4)Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply.deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Costof determining the Limits of Insurance. No insured will, except at that insured's ownE. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other than for first aid, without our consent.1. Bankruptcy e. Additional Insured's Other InsuranceBankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part.Coverage Part that may also be covered by other insurance available to an 2. Duties In The Event Of Occurrence, additional insured, such additional insured Offense, Claim Or Suit must submit such claim or "suit" to the a. Notice Of Occurrence Or Offense other insurer for defense and indemnity. You or any additional insured must see to However, this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence" or an written contract, written agreement or offense which may result in a claim. To permit that this insurance is primary and the extent possible, notice should include:non-contributory with the additional (1)How, when and where the "occurrence"insured's own insurance. or offense took place;f. Knowledge Of An Occurrence, Offense, (2)The names and addresses of any Claim Or Suit injured persons and witnesses; and a. b.Paragraphs and apply to you or to (3)The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense.known to: b. Notice Of Claim (1)You or any additional insured that is an individual;If a claim is made or "suit" is brought against any insured, you or any additional (2)Any partner, if you or an additional insured must:insured is a partnership; (1)Immediately record the specifics of the (3)Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4)Any "executive officer" or insurance (2)Notify us as soon as practicable.manager, if you or an additional insured is a corporation;You or any additional insured must see to it that we receive a written notice of the (5)Any trustee, if you or an additional claim or "suit" as soon as practicable.insured is a trust; or c. Assistance And Cooperation Of The (6)Any elected or appointed official, if you Insured or an additional insured is a political subdivision or public entity.You and any other involved insured must: Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM f.(3)This Paragraph applies separately to We have issued this policy in reliance you and any additional insured.upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose Hazardsa.When this policy is certified as proof of financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. If other valid and collectible insurance is b.With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows:underinsured motorists, no-fault or other a. Primary Insurancecoverage required by any motor vehicle b.law. We will provide the required limits for This insurance is primary except when those coverages.below applies. If other insurance is also primary, we will share with all that other 4. Legal Action Against Us c.insurance by the method described inNo person or organization has a right under below.this Coverage Form: b. Excess Insurancea.To join us as a party or otherwise bring us This insurance is excess over any of the into a "suit" asking for damages from an other insurance, whether primary, excess, insured; or contingent or on any other basis:b.To sue us on this Coverage Form unless (1) Your Workall of its terms have been fully complied with.That is Fire, Extended Coverage, Builder's Risk, Installation Risk or A person or organization may sue us to recover similar coverage for "your work";on an agreed settlement or on a final judgment against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That is fire, lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance. An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner;liability signed by us, the insured and the (3) Tenant Liabilityclaimant or the claimant's legal representative. That is insurance purchased by you to 5. Separation Of Insureds cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage" to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner;insurance applies: (4) Aircraft, Auto Or Watercrafta.As if each Named Insured were the only If the loss arises out of the maintenanceNamed Insured; and or use of aircraft, "autos" or watercraft tob.Separately to each insured against whom g.the extent not subject to Exclusion ofa claim is made or "suit" is brought.A.Section – Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree:If the loss arises out of "property damage" to borrowed equipment or (1)The statements in the Declarations the use of elevators to the extent not are accurate and complete; k.A.subject to Exclusion of Section –(2)Those statements are based upon Coverages.representations you made to us; and Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that exceeds the sum of:That is other insurance available to (1)you covering liability for damages The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2)The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, 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 Declarations of this Coverage Part.However, the following provisions c. Method Of Sharingapply to other insurance available to any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part:this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains, This insurance is primary if you whichever comes first.have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer’s share is based on the ratio of its c.by the method described in applicable limit of insurance to the total below.applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights 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 (a) (b)Paragraphs and do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured.If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery 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 3. Additional Insured - Grantor Of FranchiseF. OPTIONAL ADDITIONAL INSURED C.WHO IS AN INSURED under Section isCOVERAGES amended to include as an additional insured If listed or shown as applicable in the Declarations,the person(s) or organization(s) shown in the one or more of the following Optional Additional Declarations as an Additional Insured -Insured Coverages also apply. When any of these Grantor Of Franchise, but only with respect to Optional Additional Insured Coverages apply, their liability as grantor of franchise to you.6.Paragraph (Additional Insureds When Required 4. Additional Insured - Lessor Of Leasedby Written Contract, Written Agreement or Permit) EquipmentC.of Section , Who Is An Insured, does not apply to the person or organization shown in the a.C.WHO IS AN INSURED under Section is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below:Insured – Lessor of Leased Equipment, but only with respect to liability for "bodily 1. Additional Insured - Designated Person Or injury", "property damage" or "personal Organization and advertising injury" caused, in whole or C.WHO IS AN INSURED under Section is in part, by your maintenance, operation oramended to include as an additional insured use of equipment leased to you by such the person(s) or organization(s) shown in the person(s) or organization(s).Declarations, but only with respect to liability b.With respect to the insurance afforded to for "bodily injury", "property damage" or these additional insureds, this insurance "personal and advertising injury" caused, in does not apply to any "occurrence" which whole or in part, by your acts or omissions or takes place after you cease to lease that the acts or omissions of those acting on your equipment.behalf: 5. Additional Insured - Owners Or Other a.In the performance of your ongoing Interests From Whom Land Has Been operations; or Leasedb.In connection with your premises owned a.C. WHO IS AN INSURED under Section is by or rented to you. amended to include as an additional 2. Additional Insured - Managers Or Lessors insured the person(s) or organization(s) Of Premises shown in the Declarations as an Additional a.C.WHO IS AN INSURED under Section is Insured – Owners Or Other Interests 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 useof that part of b.With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds, the following Declarations.additional exclusions apply: b.With respect to the insurance afforded to This insurance does not apply to:these additional insureds, the following (1)Any "occurrence" that takes place additional exclusions apply: after you cease to lease that land; orThis insurance does not apply to: (2)Structural alterations, new (1)Any "occurrence" which takes place construction or demolition operations after you cease to be a tenant in that performed by or on behalf of such premises; or person or organization. (2)Structural alterations, new 6. Additional Insured - State Or Politicalconstruction or demolition operations Subdivision – Permitsperformed by or on behalf of such a.C.WHO IS AN INSURED under Section isperson or organization. amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (e)Insured – State Or Political Subdivision -Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit.make in the usual course of business, in connection with theb.With respect to the insurance afforded to distribution or sale of the products;these additional insureds, the following (f)Demonstration, installation, additional exclusions apply: servicing or repair operations, This insurance does not apply to: except such operations performed (1)"Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g)Products which, after distribution (2)"Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard.container, part or ingredient of any 7. Additional Insured – Vendors other thing or substance by or for the vendor; ora.C.WHO IS AN INSURED under Section is amended to include as an additional (h)"Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured -own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i)The exceptions contained in business and only if this Coverage Part (d) (f)Subparagraphs or ; or provides coverage for "bodily injury" or (ii)Such inspections, "property damage" included within the adjustments, tests or servicing "products-completed operations hazard". as the vendor has agreed to b.The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions:to make in the usual course of (1)This insurance does not apply to:business, in connection with the distribution or sale of the (a)"Bodily injury" or "property products.damage" for which the vendor is obligated to pay damages by (2)This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement;products. (b)Any express warranty 8. Additional Insured – Controlling Interest unauthorized by you;C.WHO IS AN INSURED under Section is (c)Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor;Declarations as an Additional Insured – Controlling Interest, but only with respect to (d)Repackaging, unless unpacked their liability arising out of:solely for the purpose of inspection, demonstration, testing, or the a.Their financial control of you; or substitution of parts under b.Premises they own, maintain or control instructions from the manufacturer,while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional D.alterations, new construction and demolition insureds are described in Section – Limits Of operations performed by or for that person or Insurance. organization.How this insurance applies when other insurance 9. Additional Insured – Owners, Lessees Or is available to an additional insured is described in Contractors – Scheduled Person Or E.the Other Insurance Condition in Section – Organization Liability And Medical Expenses General Conditions.a.C. WHO IS AN INSURED under Section is amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONSshown in the Declarations as an Additional 1."Advertisement" means the widespread public Insured – Owner, Lessees Or Contractors, dissemination of information or images that but only with respect to liability for "bodily has the purpose of inducing the sale of goods, injury", "property damage" or "personal products or services through:and advertising injury" caused, in whole or in part, by your acts or omissions or the a. (1)Radio; acts or omissions of those acting on your (2)Television; behalf:(3)Billboard; (1)In the performance of your ongoing (4)Magazine;operations for the additional (5)Newspaper;insured(s); or b.The Internet, but only that part of a web (2)In connection with "your work" site that is about goods, products or performed for that additional insured services for the purposes of inducing the and included within the "products- sale of goods, products or services; orcompleted operations hazard", but c.Any other publication that is given only if this Coverage Part provides widespread public distribution.coverage for "bodily injury" or "property damage" included within the However, "advertisement" does not include: "products-completed operations a.The design, printed material, information hazard".or images contained in, on or upon the b.With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property b.An interactive conversation between ordamage" or "personal an advertising among persons through a computer network.injury" arising out of the rendering of, or 2."Advertising idea" means any idea for an the failure to render, any professional "advertisement".architectural, engineering or surveying services, including:3."Asbestos hazard" means an exposure or threat of exposure to the actual or alleged(1)The preparing, approving, or failure to properties of asbestos and includes the mere prepare or approve, maps, shop presence of asbestos in any form.drawings, opinions, reports, surveys, field orders, change orders, designs or 4."Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public roads, including any attached machinery or (2)Supervisory, inspection, architectural equipment. But "auto" does not include or engineering activities. "mobile equipment".10. Additional Insured – Co-Owner Of Insured 5."Bodily injury" means physical:Premises a.Injury;C.WHO IS AN INSURED under Section is amended to include as an additional insured b.Sickness; or the person(s) or Organization(s) shown in the c.DiseaseDeclarations as an Additional Insured – Co- sustained by a person and, if arising out of the Owner Of Insured Premises, but only with above, mental anguish or death at any time.respect to their liability as co-owner of the premises shown in the Declarations.6."Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a.b.The United States of America (including its You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada;if such property can be restored to use by: b.International waters or airspace, but only if a.The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or a.places included in above;b.Your fulfilling the terms of the contract or c.All other parts of the world if the injury or agreement. damage arises out of:12."Insured contract" means: (1)Goods or products made or sold by you a. A contract for a lease of premises. a.in the territory described in above;However, that portion of the contract for a (2)The activities of a person whose home lease of premises that indemnifies any ais in the territory described in . person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises 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 D.communication – Liability and Medical Expenses Limits of Insurance.provided the insured's responsibility to pay b.damages is determined in the United States of A sidetrack agreement; America (including its territories and c.Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to.feet of a railroad; 7."Electronic data" means information, facts or d.Any obligation, as required by ordinance, programs:to indemnify a municipality, except in a.Stored as or on;connection with work for a municipality; b.Created or used on; or e.An elevator maintenance agreement; or c.Transmitted to or from f.That part of any other contract or agreement pertaining to your business computer software, including systems and (including an indemnification of a applications software, hard or floppy disks, municipality in connection with work CD-ROMS, tapes, drives, cells, data performed for a municipality) under whichprocessing devices or any other media which you assume the tort liability of another are used with electronically controlled party to pay for "bodily injury" or "property equipment. damage" to a third person or organization, 8."Employee" includes a "leased worker". provided the "bodily injury" or "property "Employee" does not include a "temporary damage" is caused, in whole or in part, by worker".you or by those acting on your behalf. 9."Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document.f.Paragraph includes that part of any 10."Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be.damage" arising out of construction or demolition operations within 50 feet of any 11."Impaired property" means tangible property, railroad property and affecting any railroad other than "your product" or "your work", that bridge or trestle, tracks, road-beds, tunnel, cannot be used or is less useful because: underpass or crossing.a.It incorporates "your product" or "your work" f.However, Paragraph does not include that is known or thought to be defective, that part of any contract or agreement:deficient, inadequate or dangerous; or Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1)(1)That indemnifies an architect, Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of:(2)Road construction or resurfacing (a)Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e.a. b. c. d.Vehicles not described in , , , or surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b)Giving directions or instructions, following types: or failing to give them, if that is the (1)Air compressors, pumps and primary cause of the injury or generators, including spraying, damage; or welding, building cleaning, (2)Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2)Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render f.a. b. c. d.Vehicles not described in , , , orprofessional services, including those above maintained primarily for purposes (1)listed in above and supervisory, other than the transportation of persons orinspection, architectural or cargo.engineering activities. However, self-propelled vehicles with the13."Leased worker" means a person leased to following types of permanently attached you by a labor leasing firm under an equipment are not "mobile equipment" but agreement between you and the labor leasing will be considered "autos":firm, to perform duties related to the conduct of (1)Equipment, of at least 1,000 pounds your business. "Leased worker" does not gross vehicle weight, designedinclude a "temporary worker". primarily for:14."Loading or unloading" means the handling of (a)Snow removal;property: (b)Road maintenance, but not a.After it is moved from the place where it is construction or resurfacing; oraccepted for movement into or onto an aircraft, watercraft or "auto";(c)Street cleaning; b.While it is in or on an aircraft, watercraft or (2)Cherry pickers and similar devices "auto"; or mounted on automobile or truck chassis and used to raise or lower c.While it is being moved from an aircraft, workers; andwatercraft or "auto" to the place where it is finally delivered;(3)Air compressors, pumps and generators, including spraying, but "loading or unloading" does not include the welding, building cleaning, movement of property by means of a mechanical geophysical exploration, lighting and device, other than a hand truck, that is not well servicing equipment.attached to the aircraft, watercraft or "auto". 16."Occurrence" means an accident, including15."Mobile equipment" means any of the following continuous or repeated exposure to substantiallytypes of land vehicles, including any attached the same general harmful conditions.machinery or equipment: 17."Personal and advertising injury" means injury, a.Bulldozers, farm machinery, forklifts and including consequential "bodily injury", arising other vehicles designed for use principally out of one or more of the following offenses:off public roads; a.False arrest, detention or imprisonment;b.Vehicles maintained for use solely on or next to premises you own or rent;b.Malicious prosecution; c.Vehicles that travel on crawler treads; d.Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c.The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor;must occur away from premises you own d.Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services;own or rent. e.b.Oral, written or electronic publication of Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of: privacy;(1)The transportation of property, unless f.Copying, in your "advertisement", a the injury or damage arises out of a person’s or organization’s "advertising condition in or on a vehicle not owned idea" or style of "advertisement";or operated by you, and that condition was created by the "loading org.Infringement of copyright, slogan, or title of unloading" of that vehicle by any any literary or artistic work, in your insured; or"advertisement"; or (2)The existence of tools, uninstalled h.Discrimination or humiliation that results in equipment or abandoned or unusedinjury to the feelings or reputation of a materials.natural person. 20."Property damage" means:18."Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke,a.Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled,property. All such loss of use shall be reconditioned or reclaimed.deemed to occur at the time of the physical injury that caused it; or19."Products-completed operations hazard"; b.Loss of use of tangible property that is not a.Includes all "bodily injury" and "property physically injured. All such loss of use damage" occurring away from premises shall be deemed to occur at the time of you own or rent and arising out of "your "occurrence" that caused it.product" or "your work" except: As used in this definition, "electronic data" is (1)Products that are still in your physical not tangible property.possession; or 21."Suit" means a civil proceeding in which(2)Work that has not yet been completed damages because of "bodily injury", "property or abandoned. However, "your work" damage" or "personal and advertising injury" will be deemed to be completed at the to which this insurance applies are alleged. earliest of the following times: "Suit" includes:(a)When all of the work called for in a.An arbitration proceeding in which such your contract has been completed. damages are claimed and to which the (b)When all of the work to be done at insured must submit or does submit withthe job site has been completed if our consent; oryour contract calls for work at b.Any other alternative dispute resolution more than one job site. proceeding in which such damages are (c)When that part of the work done at claimed and to which the insured submits a job site has been put to its with our consent.intended use by any person or 22."Temporary worker" means a person who is organization other than another furnished to you to substitute for a permanentcontractor or subcontractor "employee" on leave or to meet seasonal or working on the same project. short-term workload conditions. 23."Volunteer worker" means a person who: a.Is not your "employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b.(2)Donates his or her work;The providing of or failure to provide warnings or instructions.c.Acts at the direction of and within the c.scope of duties determined by you; and Does not include vending machines or d.Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you.25. "Your work": 24."Your product":a.Means: a.Means:(1)Work or operations performed by you (1)Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2)Materials, parts or equipment distributed or disposed of by:furnished in connection with such work (a)You;or operations. (b)b.Others trading under your name; Includes: or (1)Warranties or representations made at (c)A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of "your work"; and (2)(2)Containers (other than vehicles), The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and Page 24 of 24 Form SS 00 08 04 05 COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Farmed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section I1 - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto' is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto' you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section 11 - Liability Coverage is amended to add: (b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured", but only unless you have given us notice of to the extent such person: or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury" or "property damage" caused injury" or "property damage" that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered auto. Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: Q 2011, The Hartford (Includes copyrighted material Form HA 9916 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS -- OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. E. Primary and Non -Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. - Additional Insured If Required by Contract, the following provisions apply: (3) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (4) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (3) and (4) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". if no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also 5. applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. _ FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto' you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION Ili - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs BA - EXCLUSIONS - of SECTION ill - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or © 2011, The Hartford (Includes copyrighted material Farm HA 99 16 03 12 of 1S❑ Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b. Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form_, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph Za. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION Ill - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such 'failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D. - DEDUCTIBLE - of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: 02011, The Hartford (Includes copyrighted material Form HA 9916 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b. The auto must be replaced and a copy of a bill of safe or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "foss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors, and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. © 2011, The Hartford {includes copyrighted material Farm HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT - AGGREGATE LIMITS (PER PROJECT) This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A. Section D. LIABILITY AND MEDICAL EXPENSES 4. If the applicable "project' has been abandoned, LIMITS OF INSURANCE is amended as follows: delayed, or abandoned and then restarted, or if 1. The General Aggregate Limit under Section D. the authorized contracting parties deviate from LIABILITY AND MEDICAL EXPENSES LIMIT plans, blueprints, designs, specifications or OF INSURANCE applies separately to each of timetables, the "project' will still be deemed to your "projects". be the same "project'. 2. The limits shown in the Declarations for Liability and Medical Expenses, Damage To Premises Rented To You and Medical Expenses continue to apply. 3. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit. 5. The provisions of Section D. LIABILITY AND MEDICAL EXPENSES LIMIT OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. B. Additional Definitions The following definition is added to Section G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS: 1. "Project' means "your work" at location(s) away from premises owned or rented to you. Form SS 04 33 04 05 Page 1 of 1 © 2005, The Hartford THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the company for non- payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form SS 12 23 06 11 Page 1 of 1 © 2011, The Hartford