HomeMy WebLinkAboutCAG2021-396 - Original - Cities Digital, Inc. - Laserfiche Implementation - 09/08/2021ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
Director or Designee Mayor
Date of Council Approval:
Grant? Yes 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? Yes No*
Business License Verification: Yes In-Process Exempt (KCC 5.01.045)
If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
Yes 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
Budget Account Number:
Budget? Yes No
Dir Asst:
Sup/Mgr:
Dir/Dep:
rev. 200821
FOR CITY OF KENT OFFICIAL USE ONLY
(Optional)
* Memo to Mayor must be attached
Original Consultant Services Agreement to implement Laserfiche in the
Corrections, Human Resources, Probation, Public Works, and Economic &
Community Development Departments.
$74,195.00
CAG2021-396
CONSULTANT SERVICES AGREEM ENT
between the City of Kent and
Cities Digital, Inc
THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter
the "City"), and Cities Digital, Inc organized under the laws of the State of Wisconsin, located and doing
business at 2000 O'Neil Road, #1500, Hudson, WI (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:
Continue implementation of Laserfiche to replace the City's existing solution for document capture and
storage within the following City departments:
a Corrections
Human Resources
Probation
Public Works
Economic and Community Development
a
a
a
in accordance with Consultant's June 2, 2027, Statement of Work attached and incorporated as Exhibit A.
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 term of this Agreement shall
continue until September B, 2022, or until all work has been completed and accepted by the City as
complete, and all Consultant obligations have been fulfilled, whichever event occurs last.
III. COMPENSATION.
The City shall pay the Consultant, based on time and materials, an amount not to exceed
$74,795, 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 and 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 thirty (30) 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.
CONSULTANT SERVICES AGREEMENT - 1
(Over $20,000)
A.
Card Payment Proqram. 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 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'
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.
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.
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.
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, they 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 prevention or delay in
CONSULTANT SERVICES AGREEMENT - 2
(Aver $20,000)
C
c
D
E
F
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
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 section, 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
Consultantorsubcontractorshall not, by reason of race, religion, color, sex, age, sexualorientation, 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 L.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 4.24.775,
then, in the event of liability for damages arising out of bodily injury 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.
CONSULTANT SERVICES AGREEMENT - 3
(Over $20,000)
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.
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 Consultant 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.
XIL 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 protection 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 Poqnlr rtinn nf f)icntr anrl l.]nrrorninn l:rrr This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington. If the parties are unable to settle any
dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means
of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules
and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in
writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the
parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred
in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or
award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's
right to indemnification under Section 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. Assionment. 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,
CONSULTANT SERVICES AGREEMENT - 4
(Over $20,000)
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.
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 by 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.
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 shal! 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
Print Name
i
DATE;
CITY OF KENT:
By
Print Name: Dana Ralph
DATE:
CONSULTANT SERVICES AGREEMENT - 5
(Over $20,000)
09/08/2021
NOTICES TO BE SENT TO:
CONSULTANT:
Cities Digital, Inc.
2000 O'Neil Road, # 150
Hudson, WI 54016
(855) 7 74.2BOO (telephone)
NOTICES TO BE SENT TO:
CITY OF KENT:
Information Technology Department
City of Kent
220 Fourth Avenue South
Kent, WA 98032
(253) 865-4600 (telephone)
(253) 856-47 00 (facsimile)
APPROVED AS TO FORM:
Kent Law Department
ATTEST:
c Clerk
CONSULTANT SERVICES AGREEMENT - 6
(Over $20,000)
CITY OF KENT
ADMINISTRATIVE POLICY
NUMBER: L.2
SUB]ECT:MINORITY AND WOMEN
CONTRACTORS
SUPERSEDES: April 1, 1996
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 depaftments.
1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these
regulations are familiar with the regulations and the City's equal employment opportunity
policy.
2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines.
EEO COMPLIANCE DOCUMENTS - 2
EFFECTIVE DATE: January 1, 1998
DECLARATION
CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY
The City of Kent is committed to conform to Federal and State laws regarding equal oppoftunity.
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.
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.
During the time of the Agreement I, the prime contractor, will actively consider hiring and
promotion of women and minorities.
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:
3
4
5
EEO COMPLIANCE DOCUMENTS - 1
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
intoonthe(date),betweenthefirmIrepresentandtheCityof
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
EEO COMPLIANCE DOCUMENTS - 3
OcDr
ixhibit A - Statement of Work
.ity of Kent
IOK - Data Migration
Main Contact:
Kim Kornoto
kkomoto@kentwa.gov
2s3.856.5728 IfLI
I
I
rI.
I ,Prepared by: Michael Osborne
Date of Draft: 61212021
EXHIBIT A, STATEMENT OF WORK - 1
,d
"G
PROJECT SCHEDULE
Estimated Finish
ogltol2o2t
tol22/2027
L2/10l2O2L
02/L8/2022
03/3t12022
04/0812022
PROJECT COST ESTIMATE
Time spent is billed per employee, per hour.
Deliverable Name
lmplement Laserfiche in the Corrections department
lmplement Laserfiche in the Human Resources
department
lmplement Laserfiche in the Probation department
lmplement Laserfiche in the Public Works department
lmplement Laserfiche in the Economic and
Com m unity Development (ECD) department
Project Management
Task
Requirements & Documentation
lnstallation
Project Management
Consulting
Configuration
*Conversion
*Custom lntegration
Documentation
Training
Travel
Time estimated
0
80
0
280
Per Current Policy
**TOTAL HOURS 360
* Development services not covered by a flat fee are billed at a rate of $250/hr. Estimates shown for these services are prorated at the client's non-
development hourly rate of 5160/hr.
**lf a client has an active professional Services Package, billable time will be consumed from it. Otherwise, all time will be billed at a rate of
S160/hr. for consulting services and S250/hr. for Development services.
EXHIBIT A, STATEMENT OF WORK - 2
0
0
0
0
PROJECT BACKGROUND
This project will continue the implementation of Laserfiche to replace the existing solution for document capture and
storage. The replacement of the existing system with Laserfiche will provide features that don't exist in the legacy
system including, support for a public portal records request system, electronic forms, and process automation.
The scope of Laserfiche implementation for this project will include the following departments:
1. Corrections
2. Human Resources
3. Probation
4. Public Works
5. Economic and Community Development
The deliverables for this project will include:
1. Conversion of imaging records from legacy system to Laserfiche.
2. A solution to capture departmental documents, business workflows, document storage and retrieval
3. A web based self-service public portal.
4. System Documentation and training.
PROJECT GOALS
1. Replace the existing solution for capturing and storing documents with Laserfiche for five departments,
Corrections, Human Resources, Probation, Public Works and Economic and Community Development.
2. Provide training and documentation where possible to support system maintenance and end user system use.
3. CDI understands that the City of Kent has developed a great deal of competency with Laserfiche and expects
that our team will be working in concert with the City of Kent's team to complete the work outlined in this
Statement of Work. CDI resources will work to complete efforts in this project at the direction of the City of
Kent resources and work in concert with the work that is completed by that team. CDI also has knowledge of
Laserfiche best practices that will be used in review of the work completed by the City of Kent's team to
enhance the work that is being completed by those team members.
EXHIBIT A, STATEMENT OF WORK - 3
PROJECT DELIVERABLES
lmplement Laserfiche in the Corrections department
During this phase Laserfiche will be implemented in the Corrections department
The implementation will include migration of documents from Oracle to
Laserfiche and the implementation of processed to capture and store / retrieve
business documents and workflows to support business processes inetu+ing
app+eva+str
Deliverable Requirements
Requirements for this deliverable will include:
Test Environment* Support for creation of Repository, templates, template permissions,
workflows and folder permissions.* Data lntegrationsx Migration from Oracle
Production Environment* Repository creation* Migration of templates, workflows, folder permissions and integrations
from the Test Environment.* Laserfiche Process and Configuration Training and Documentation Support* Migration of data from Oracle
lmplement Laserfiche in the Human Resources department
During this phase Laserfiche will be implemented in the Human Recourses
department. The implementation will include migration of documents from
Oracle to Laserfiche and the implementation of processed to capture and store /
retrieve business documents and workflows to support business processes.
Delivera ble Req uirements
Requirements for this deliverable will include:
Test Environment* Support for creation of Repository, templates, template permissions,
workflows and folder permissions.* Data lntegrations
Production Environment* Repository creation* Migration of templates, workflows, folder permissions and integrations
from the Test Environment.* Laserfiche Process and Configuration Training and Documentation Support.
Probation
During this phase Laserfiche will be implemented in the Probation department.
The implementation will include migration of documents from Oracle to
Laserfiche and the implementation of processed to capture and store / retrieve
business documents and workflows to support business processes.
Delivera ble Req uirements
Work Category:
Configuration
Billing Type
Billable
Estimated Time
70.00 hours
Estimated Finish
oe/to/2021
Work Category
Configuration
Billing Type
Billable
Estimated Time:
35.00 hours
Estimated Finish:
1.0/22/2021
Work Category:
Configuration
Billing Type:
Billable
EXHIBIT A, STATEMENT OF WORK - 4
Requirements for this deliverable will include:
Test Environment* Support for creation of Repository, templates, template permissions,
workflows and folder permissions.* Data lntegrations* Migration from Oracle
Prod uction Environment* Repository creation* Migration of templates, workflows, folder permissions and integrations
from the Test Environment.* Laserfiche Process and Configuration Training and Documentation Support.* Migration of data from Oracle
Public Works
During this phase Laserfiche will be implemented in the Public Works
department. The implementation will include migration of documents from
Oracle to Laserfiche and the implementation of processed to capture and store /
retrieve business documents and workflows to support business processes.
Delivera ble Req uirements
Requirements for this deliverable will include:
Test Environment* Support for creation of Repository, templates, template permissions,
workflows and folder permissions.* Data Integrations* Migration from Oracle
Prod uction Environmentx Repository creation* Migration of templates, workflows, folder permissions and integrations
from the Test Environment.* Laserfiche Process and Configuration Training and Documentation Support.x Migration of data from Oracle
Economic and Community Development (ECD)
During this phase Laserfiche will be implemented in the ECD department. The
implementation will include migration of documents from Oracle to Laserfiche
and the implementation of processed to capture and store / retrieve business
documents and workflows to support business processes.
Deliverable Req uirements
Requirements for this deliverable will include:
Test Environmentx Support for creation of Repository, templates, template permissions,
workflows and folder permissions.* Data Integrations* Migration from Oracle
Prod uction Environment* Repository creationx Migration of templates, workflows, folder permissions and integrations
from the Test Environment.* Laserfiche Process and Configuration Training and Documentation Support.
Estimated Time
35.00 hours
Estimated Finish:
12/1Ol2o2t
Work Category:
Configuration
Billing Type:
Billable
Estimated Time:
70.00 hours
Estimated Finish
02178/2022
Work Category:
Configuration
Billing Type
Billable
Estimated Time:
70.00 hours
Estimated Finish:
03131./2022
EXHIBIT A, STATEMENT OF WORK - 5
* Migration of data from Oracle
Project Management
Project management will provide oversite of task management for project tasks
that are assigned to CDI resources and will provide a conduit to address issues
that exceed the scope assigned to CDI resources working on project tasks.
Project management effort will be estimated at a rate of 2 hours per project
week and 10 hours for development of project initiation documentation and
approvals.
Deliverable Req uirements
The CDI Project Manager will:
x Create the Statement of Work (SOW) for the CDI portion of the project.
* Provide oversite over the tasks and associated budget for each CDI assigned
task.
x Provide management of CDI project task issues.
* Address issues that require an extension of the project tasks scope of work.
Work Category: Project
Management
Billing Type
Billable
Estimated Time:
90.00 hours
Estimated Flnish
04/08/2022
EXHIBIT A, STATEMENT OF WORK - 6
PROJECT EXCLUS!ONS
1. CDI's efforts associated with this project will be limited to the five departments identified in this document, the
creation of repositories, folders, metadata and security configurations and workflows for included departments.
Conversions completed as part of this project will be limited to moving documents currently stored in Oracle to
Laserfiche for the five departments identified.
PROJECT ASSUMPTIONS
1. CDI assumes that the resources form the City of Kent (COK) will be actively involved in the configuration of
Laserfiche metadata, workflows and migrations. CDI's role will be to augment the COK's staff in configuration
efforts and provide technical guidance and oversite of work completed by the COK resources.
2. CDI will assist the COK to identify folder structures and workflows that have been implemented by other
Washington State cities that may be reasonable and appropriate to implement in Laserfiche as part of this
project. The migration of workflows will be subject to other exclusions and assumptions associated with this
SOW. The COK will work to manage the relationship with other cities and will organize and facilitate meetings to
evaluate potential workflows and manage the delivery of Laserfiche Briefcases that may be used for integration
into the COK's Laserfiche system.
3. CDI assumes that there will not be any development to support conversions and integrations. ln the event that
conversion of integration efforts require development from an CDI development team member the time billed
for this activity will be billed at S250 an hour. To support this billing activity, additional deliverables will be
added to the project to support development and development billing. Note: Development activities are those
that require programming that can't be accomplished with configurations withing the Laserfiche application. ln
the event that changes, or updates are required to support the conversion utility, CDI's development team
would support this activity and the hours would be billed at the 5250 per hour rate.
4. CDI assumes that the SQL required to support integrations will be completed by the COK staff and COK staff will
be responsible for resolving connections issues between Laserfiche and systems to be integrated.
5. CDI's Business Process Consultant (BPC) will have unsupervised access to the COK's Laserfiche Test systems to
support configurations associated with this project. CDI understands that the BPC working on this project may
need to undergo background check to be provided access to the COK Laserfiche systems. Access by the BPC to
any Production systems will be escorted (supervised) by City of Kent technical staff for the duration of the
working session.
EXHIBIT A, STATEMENT OF WORK - 7
PROJECT CONTACTS
Client Team
Name
Brian Rambonga
Julie Creswell
Kim Komoto
CDI Team
Business Systems
Analyst
City Clerk
Title
Project Manager
Main Contact
Main Contact
Project Role
Project Manager
Business Process
Consultant
Contact lnfo.
BRambonga@Kentwa.gov
253-856-4610
jcreswell@kentwa.gov
253-856-4631
kkomoto@kentwa.gov
253.856.5728
Contact lnfo.
M lchael.Osborne@citiesdigital.com
855-71.4-2800 ext. 107
And rew. Drain@citiesdigita l.com
855-71.4-2800 ext. LL3
Title
Project Manager
Project Role
Main Contact
Name
MichaelOsborne
Andrew Drain Sr. Software
Engineer
EXHIBIT A, STATEMENT OF WORK - B
Change Request Procedures
lf during the process of development, the specifications need to be changed, this will be handled through the attached
Change Request Form. Please copy this form, fill in the changes that are requested and submit it to your CDI Consultant.
Upon receipt the Consultant will Amend this Statement of Work and issue an Amendment. When the Amendment has
been signed by CDI and your firm, it will be incorporated into the project plan.
IMPORTANT: Change requests may result in an increase in service hours and an extension of deadline. These changes
will be noted in the Amendment and will supersede any deadlines or service hours estimated in the original Statement
of Work.
ACCEPTANCE & AUTHORIZATION
l, the undersigned, agree to the project specifications outlined above. lf I request additional functionality or request
changes from above this may result in additional hours to be billed at 150 per hour.
Signature Date
Printed name
EXHIBIT A, STATEMENT OF WORK - 9
CHANGE REQUEST FORM
Can we be used by the client to formally request a change.
Type
tr
ofChange:
Add to requested functionality
tr Change to requested functionality
tr Remove from requested functionality
tr lnformation provided about the software product to be integrated with
Description:
Requested by
Requestor Date
EXHIBIT A, STATEMENT OF WORK - 10
EXHIBIT B
M
Insurance
The Contractor shall procure and maintain for the duration of the Agreement, insurance against
claims for injuries to persons or damage to property which may arise from or in connection with
the performance of the work hereunder by the Contractor, their agents, representatives,
employees or subcontractors.
Minimum Scope of Insurance
Contractor shall obtain insurance of the types described below:
1. 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 lnsured 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 shatl be named as an insured under the Contractor's Commercial General Liability
insurance policy with respect to the work performed for the City using ISO additional
insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent
coverage.
2, Workers' Compensation coverage as required by the Industrial Insurance laws of the State
of Washington.
3. Professional Liability insurance appropriate to the Consultant's profession.
Minimum Amounts of Insurance
Contractor shall maintain the following insurance limits:
1. Commercial General Liability insurance shall be written with limits no less than
91,000,000 each occurrence, $1,000,000 general aggregate and a $1,000,000 products-
completed operations aggregate limit.
2. Professional Liability insurance shall be written with limits no less than $1,000,000 per
claim and $1,000,000 policy aggregate limit,
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions for
Automobile Liability and Commercial General Liability insurance:
1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any
Insurance, self-insurance, or insurance pool coverage maintained by the City shall be
excess of the Contractor's insurance and shall not contribute with it.
2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled
by either party, except after thirty (30) days prior written notice by certified 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
Professionai Liability) as respects work performed by or on behalf of the contractor and a
EXHIBIT B, iNSURANCE REQUIREMENTS. 1
copy of the endorsement naming the City as additional insured shall be attached to the
Certificate of Insurance. The City reserves the right to receive a certified copy of all
required insurance policies. The Contractor's Commercial General Liability insurance shall
also contain a clause stating that coverage shall apply separately to each insured against
whom claim is made or suit is brought, except with respects to the limits of the insurer's
liability.
D. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: VII.
E. Verification of Coverage
Contractor shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the Contractor before commencement of the work.
F. Subcontractors
Contractor shall include all subcontractors as insureds under its policies or shall furnish separate
certificates and endorsements for each subcontractor. All coverages for subcontractors shall be
subject to all of the same insurance requirements as stated herein for the Contractor.
EXHIBIT B, INSURANCE REQUIREMENTS - 2
CERTIFICATE OF LIABILITY INSURANCE DATE (M1''DD/YYYY}
7t20t2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO
CERTIFICATE DOES NOT AFFIRMATIVELY OR I,IEGATIVELY AMEND, EXTEND OR ALTER
RIGHTS UPON THE CERTIFICATE HOLDER. THIS
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.
the certificate holder is an INSURED, the policy(ies) must have INSURED provisions or be endorced.
lf suBRoGATloN ls wAlvED, subject to the terms and conditions of the policy, certain policles may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Spectrum lnsurance GrouP Hudson
605 Second St
Hudson Wl 54016
715-386-5825 71
INSURER(S) AFFORDING COVERAGE NAIC #
TNSURERA: Sentinel lns Company Ltd.11000
INSURED
Cities Digital lnc.
VPCI, LLC
2000 O'Neil Rd #D1
Hudson Wl 54016
ctTtDtG-01 rNsuRER B : The Hartford - Rated by Mutiple Co
rNsuRER c : Hartford Accident & lndemnity Company 22357
lNsuRER D: Hiscox lnsurance company lnc
INSURER E :
INRTIPFR F :
COVERAGES CERTIFICATE NUMBER: 651
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED
BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
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.
POLICY EXPtu[rnD,m LIMITSPOLICYNUMBERINSRITETYPE OF INSURANCE
EACH OCCURRENCE $ 1,000,000
$ 1,000,000
MED EXP (Anv one o€Eon)$ 10,000
PERSONAL & ADV INJURY $ I,000,000
GENEMLAGGREGATE $ 2,000,000
PRODUCTS - COMP/OP AGG $ 2,000,000
!
4t11t202283SBAtL57024t11t2021ACOMMERCI.AL GENERAL LIABILITY
X
PRO-JECT I I
X
LIMIT APPLIES PER:
LOC
CLAIMS.MADE OCCUR
$ 1,000,000
BODILY INJURY (Psr peBon)$
BODILY INJURY (Per accidenl)$
s
4t11t2022
$
83UECPY4697 4t11t2021cAUTOMOBILE LIABILITY
ANYAUTO
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY
SCHEDULED
AUTOS
NON-OWNED
AUTOS ONLYXx
X
EACH OCCURRENCE $ 3,000,000X
AGGREGATE !
OCCUR
CLAIMS-MADE
UMBRELLA LIAB
EXCESS LIAB
4t11t2022
$
83SBAtL5702 4t11t2021
X FIFTFNTION S i^ ^^^
A
DED
PER
CTATI ITF OTH.
FFI
$ 1.000.000E.L. EACH ACCIDENT
$ 1.000.000E.L. DISEASE - EA EMPLOYEE
E L DISEASE - POLICY LIMIT $ 1.000.000
4t11t2021 4t1112022
N/A
83WBCAA3168BWORKERS COUPENSATION
AND EMPLOYERS' LI,ABILITY
ANYPROPRIETOR/PARTNEFVEXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
lf ves. describe under
DEsiRrPTroN oF oPERATIoNS bstow
Y'N
5,000,000
5,000,0003t6t20213t612022Each Claim/Event
AggregateMPL4412839.21D Cyber Liability
DESCR|PT|ON OF OPERAT|ONS
'
LOCATIONS TVEHICLES (ACORD'10',1, Addltlonal Romarks schedulo, may be ett chsd lfmoB spa6 la rrqulndl
Certificate holder named as additional insured
CAN
@'1988-2015 ACORD CORPORATION. All rights
City of Kent
220 Fourth Ave S
Kent WA 98032
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANGELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WLL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTAT]VE
{J***e";w*
ACORD 25 (2016103)The ACORD name and logo are registered marks of ACORD
reeerved.
tr
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 lnsured shown in the Declarations. The words
"we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance.
The word "insured" means any person or organization qualifying as such under Section C. - Who ls An lnsured.
Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And
Medical Expenses Definitions.
A. COVERAGES
1. BUSTNESS LIABILITY COVERAGE (BODILY
INJURY, PROPERTY DAMAGE, PERSONAL
AND ADVERTISING INJURY)
Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as
damages because of "bodily injury",
"property damage" or "personal and
advertising injury" to which this insurance
applies. We will have the right and duty to
defend the insured against any "suit"
seeking those damages. However, we will
have no duty to defend the insured against
any "suit" seeking damages for "bodily
injury", "property damage" or "personal and
advertising injury" to which this insurance
does not apply.
We may, at our discretion, investigate any
"occurrence" or offense and settle any claim
or "suit" that may result. But:
(1) The amount we will pay for damages is
limited as described in Section D. -
Liability And Medical Expenses Limits
Of lnsurance; and
(21 Our right and duty to defend ends when
we have used up the applicable limit of
insurance in the payment of judgments,
settlements or medical expenses to which
this insurance applies.
No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Coverage
Extension - Supplementary Payments.
b. This insurance applies:
(1) To "bodily injury" and "property
damage" only if:
(a) The "bodily injury" or "property
damage" is caused by an
"occurrence" that takes place in the
"coverage territory";
(b) The "bodily injury" or "property
damage" occurs during the PolicY
period; and
(c) Prior to the policy period, no insured
listed under Paragraph 1. of Section
G. - Who ls An lnsured and no
"employee" authorized by you to give
or receive notice of an "occuffence"
or claim, knew that the "bodily injury"
or "property damage" had occurred,
in whole or in part. lf such a listed
insured or authorized "employee"
knew, prior to the policy period, that
the "bodily injury" or "property
damage" occurred, then any
continuation, change or resumption
of such "bodily injury" or "property
damage" during or after the PolicY
period will be deemed to have been
known prior to the policy period.
(21 To "personal and advertising injury"
caused by an offense arising out ofyour
business, but only if the offense was
committed in the "coverage territory"
during the policy period.
c. "Bodily injury" or "property damage" will be
deemed to have been known to have
occurred at the earliest time when any
insured listed under Paragraph 1. of Section
C. - Who ls An lnsured or any "employee"
authorized by you to give or receive notice
of an "occurrence" or claim:
(1) Reports all, or any part, of the "bodily
injury" or "property damage" to us or
any other insurer;
Form SS 00 08 04 05
O 2005, The Hartford
Page 1 of 24
BUSINESS LIABILITY COVERAGE FORM
(21 Receives a wriften or verbal demand or
claim for damages because of the "bodi[
injury" or "property damage"; or
(3) Becomes aware by any other means that
"bodily injury" or "property damage" has
occuned or has begun to occur.
d. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or
death resulting at any time from the "bodily
injury".
e. Incidental Medical Malpractice
(1) "Bodily injury" arising out of the
rendering of or failure to render
professional health care services as a
physician, dentist, nurse, emergency
medical technician or paramedic shall
be deemed to be caused bY an
"occurrence", but only if:
(a) The physician, dentist, nurse,
emergency medical technician or
paramedic is employed by you to
provide such services; and
(b) You are not engaged in the
business or occupation of providing
such services.
(21 For the purpose of determining the
limits of insurance for incidental medical
malpractice, any act or omission
together with all related acts or
omissions in the furnishing of these
services to any one person will be
considered one "occurrence".
2. MEDICAL EXPENSES
lnsuring Agreement
a. We will pay medical expenses as described
below for "bodily injury" caused by an
accident:
(1) On premises you own or rent;
(21 On ways next to premises you own or
rent; or
(3) Because of your operations;
provided that:
(l) The accident takes place in the
"coverage territory" and during the
policy period;
(21 The expenses are incurred and reported
to us within three years of the date of
the accident; and
(3) The injured person submits to
examination, at our expense, by
physicians of our choice as often as we
reasonably require.
b. We will make these payments regardless of
fault. These payments will not exceed the
applicable limit of insurance. We will pay
reasonable expenses for:
(1) First aid administered at the time of an
accident;
(21 Necessary medical, surgical, x-ray and
dental services, including prosthetic
devices;and
(3) Necessary ambulance, hospital,
professional nursing and funeral
services.
3. COVERAGE EXTENSION.
SUPPLEMENTARY PAYMENTS
a. We will pay, with respect to any claim or
"suit" we investigate or seftle, or any "suit"
against an insured we defend:
(1) All expenses we incur.
(21 Up to $1,000 for the cost of bail bonds
required because of accidents or traffic
law violations arising out of the use of
any vehicle to which Business Liability
Coverage for "bodily injury" applies. We
do not have to furnish these bonds.
(3) The cost of appeal bonds or bonds to
release attachmentrs, but only for bond
amounts within the applicable limit of
insurance. We do not have to furnish
these bonds.
(4) All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of the claim or
"suit", including actual loss of earnings
up to $500 a day because of time off
from work.
(5) All costs taxed against the insured in
the "suit".
(6) Prejudgment interest awarded against
the insured on that part of the judgment
we pay. lf we make an offer to pay the
applicable limit of insurance, we will not
pay any prejudgment interest based on
that period of time after the offer.
(7) All interest on the full amount of any
judgment that accrues after entry of the
judgment and before we have Paid,
offered to pay, or deposited in court the
part of the judgment that is within the
applicable limit of insurance.
Any amounts paid under (1) through (7)
above will not reduce the limits of insurance.
Page 2 ot 24 Form SS 00 08 04 05
b. lf we defend an insured against a "suit"
and an indemnitee of the insured is also
named as a party to the "suit", we will
defend that indemnitee if all of the
following conditions are met:
(1) The "suit" against the indemnitee
seeks damages for which the insured
has assumed the liabilitY of the
indemnitee in a contract or agreement
that is an "insured contracf';
(21 This insurance applies to such liability
assumed by the insured;
(3) The obligation to defend, or the cost of
the defense of, that indemnitee, has
also been assumed bY the insured in
the same "insured contract";
(4) The allegations in the "suit" and the
information we know about the
"occurrence" are such that no conflict
appears to exist between the interests
of the insured and the interest of the
indemnitee;
(5) The indemnitee and the insured ask
us to conduct and control the defense
of that indemnitee against such "suif'
and agree that we can assign the
same counsel to defend the insured
and the indemnitee;and
(6) The indemnitee:
(a) Agrees in writing to:
(i) Cooperate with us in the
investigation, settlement or
defense of the "suit";
(ii) lmmediately send us coPies of
any demands, notices,
summonses or legal Papers
received in connection with
the "suit";
(iii) Notify any other insurer whose
coverage is available to the
indemnitee;and
(iv) Cooperate with us with
respect to coordinating other
applicable insurance available
to the indemnitee; and
(b) Provides us with written
authorization to:
(i) Obtain records and other
information related to the
"suit"; and
(ii) Conduct and control the
defense of the indemnitee in
such "suif'.
BUSINESS LIABILITY COVERAGE FORM
So long as the above conditions are met,
aftorneys'fees incuned bY us in the
defense of that indemnitee, necessary
litigation expenses incuned by us and
necessary litigation expenses incuned
by the indemnitee at our request will be
paid as SuPPlementary PaYmentrs.
Notwithstanding the provisions of
Paragraph l.b.(b) of Section B' -
Exclusions, such payments will not be
deemed to be damages for "bodilY
injury" and "property damage" and will
not reduce the Limits of lnsurance.
Our obligation to defend an insured's
indemnitee and to pay for attorneys' fees
and necessary litigation expenses as
Supplementary Payments ends when:
(1) We have used up the applicable limit
of insurance in the Payment of
judgments or settlements; or
(21 The conditions set forth above, or the
terms of the agreement described in
Paragraph (6) above, are no longer met.
B. EXCLUSIONS
1. Applicable To Business Liability Coverage
This insurance does not aPPIY to:
a. Expected Or lntended lniury
(1) "Bodily injury" or "property damage"
expected or intended from the
standpoint of the insured. This
exclusion does not apply to "bodily
injury" or "property damage" resulting
from the use of reasonable force to
protect persons or ProPertY; or
(21 "Personal and advertising injury" arising
out of an offense committed by, at the
direction of or with the consent or
acquiescence of the insured with the
expectation of inflicting "personal and
advertising injury".
b. Gontractual LiabilitY
(1) "Bodily injury" or "property damage"; or
(2l "Personal and advertising injury"
for which the insured is obligated to pay
damages by reason of the assumption of
liability in a contract or agreement.
This exclusion does not apply to liability
for damages because of:
(a) "Bodily injury", "property damage" or
"personal and advertising injury" that
the insured would have in the
absence of the contract or
agreement; or
Form SS 00 08 04 05 Page 3 of 24
BUSINESS LIABILITY COVERAGE FORM
(b) "Bodily injurt'' or "property damage"
assumed in a contract or agreement
that is an "insured @ntracf',
provided the "bodilY injury'' or
"property damage" occurs
subsequent to the execution of the
contract or agreement. SolelY for
the purpose of liability assumed in
an "insured contract', reasonable
aftomeys' fees and necessary
litigation expenses incuned by or for
a party other than an insured are
deemed to be damages because of
"bodily injury" or "property damage"
provided:
(i) Liability to such party for, or for
the cost of, that Party's defense
has also been assumed in the
same "insured contract', and
(ii) Such attorneys' fees and
litigation expenses are for
defense of that PartY against a
civil or alternative disPute
resolution proceeding in which
damages to which this
insurance applies are alleged.
c. Liquor Liability
"Bodily injury" or "property damage" for
which any insured may be held liable by
reason of:
(1) Causing or contributing to the
intoxication of any person;
(21 The fumishing of alcoholic beverages to
a person under the legal drinking age or
under the influence of alcohol; or
(3) Any statute, ordinance or regulation
relating to the sale, gift, distribution or
use of alcoholic beverages.
This exclusion applies only if you are in the
business of manufacturing, distributing,
selling, serving or fumishing alcoholic
beverages.
d. Workers' Compensation And Similar
Laws
Any obligation of the insured under a
workers' compensation, disability benefits
or unemployment compensation law or
any similar law.
e. Employer's Liability
"Bodily injury" to:
(1) An "employee" of the insured arising
out of and in the course of:
(a) Employment by the insured; or
(b) Performing duties related to the
mnduct of the insured's business, or
(21 The spouse, child, parent, brother or
sister of that "emploYee" as a
consequence of (1) above.
This exclusion applies :
(1) Whether the insured may be liable as
an employer or in any other capacity;
and
(21 To any obligation to share damages
with or repay someone else who must
pay damages because of the injury.
This exclusion does not apply to liability
assumed by the insured under an "insured
contract".
f. Pollution
(1) "Bodi$ injury", "property damage" or
"personal and advertising injury"
arising out of the actual, alleged or
threatened discharge, disPersal,
seepage, migration, release or escape
of "pollutants":
(a) At or from any premises, site or
location which is or was at anY
time owned or occuPied bY, or
rented or loaned to anY insured.
However, this subparagraPh does
not apply to:
(i) "Bodily injury" if sustained within
a building and caused bY
smoke, fitmes, vaPor or soot
produced bY or originating from
equipment that is used to heat,
cool or dehumidiff the building,
or equipment that is used to
heat water for Personal use, bY
the building's occupantrs or their
guests;
(ii) "Bodily injury" or "property
damage" for which You maY be
held liable, if You are a
contractor and the owner or
lessee of such Premises, site or
location has been added to Your
policy as an additional insured
with respect to Your ongoing
operations Performed for that
additional insured at that
premises, site or location and
such premises, site or location
is not and never was owned or
occupied bY, or rented or
loaned to, anY insured, other
than that additional insured; or
Page 4 ol 24 Form SS 00 08 04 05
(iii) "Bodily injury" or "property
damage" arising out of heat,
smoke or fumes from a
"hostile fire";
(b) At or from any premises, site or
location which is or was at anY
time used by or for any insured or
others for the handling, storage,
disposal, processing or treatment
of waste;
(c) Which are or were at any time
transported, handled, stored,
treated, disposed of, or processed
as waste by or for:
(i) Any insured;or
(ii) Any person or organization for
whom you may be legally
responsible;
(d) At or from any premises, site or
location on which any insured or
any contractors or subcontractors
working directly or indirectly on
any insured's behalf are
performing operations if the
"pollutants" are brought on or to
the premises, site or location in
connection with such operations
by such insured, contractor or
subcontractor. However, this
subparagraph does not apply to:
(i) "Bodi$ injury" or "proPerty
damage" arising out of the
escape of fuels, lubricants or
other operating fluids which are
needed to perform the normal
electrical, hydraulic or
mechanical functions
nec€ssary for the operation of
"mobile equipment" or its parts,
if such fuels, lubricants or other
operating fluids escape from a
vehicle part designed to hold,
store or receive them. This
exception does not aPPIY if the
"bodily injury" or "proPertY
damage" arises out of the
intentional discharge, dispersal
or release of the fuels,
lubricants or other oPerating
fluids, or if such fuels,
lubricants or other operating
fluids are brought on or to the
premises, site or location with
the intent that they be
discharged, dispersed or
BUSINESS LIABILITY COVERAGE FORM
released as part of the
operations being Performed
by such insured, contractor or
subcontractor;
(ii) "Bodily injury" or "property
damage" sustained within a
building and caused by the
release of gases, fumes or
vapors fom materials brought
into that building in connection
with operations being performed
by you or on your behalf bY a
contractor or subcontractor; or
(iii) "Bodily injury" or "property
damage" arising out of heat,
smoke or fumes from a
"hostile fire"; or
(e) At or from any premises, site or
location on which any insured or any
contractors or subcontractors
working directly or indirectly on any
insured's behalf are performing
operations if the operations are to
test for, monitor, clean uP, remove,
contain, treat, detoxiff or neutralize,
or in any way respond to, or assess
the efiects of, "pollutants".
(21 Any loss, cost or expense arising out
of any:
(a) Request, demand, order or statutory
or regulatory requirement that anY
insured or others test for, monitor,
clean up, remove, contain, treat,
detoxiff or neutralize, or in any waY
respond to, or assess the efiectls of,
"pollutiants"; or
(b) Claim or suit by or on behalf of a
governmental authoritY for
damages because of testing for,
monitoring, cleaning up, removing,
containing, treating, detoxiffing or
neutralizing, or in any way
responding to, or assessing the
effects of, "pollutants".
However, this paragraph does not
apply to liability for damages because
of "property damage" that the insured
would have in the absence of such
request, demand, order or statutory or
regulatory requirement, or such claim
or "suit" by or on behalf of a
governmental authority.
Form SS 00 08 04 05 Page 5 of 24
BUSINESS LIABILITY COVERAGE FORM
g. Aircraft, Auto Or Watercraft
"Bodi$ injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any aircraft, "auto"
or watercraft owned or operated by or rented
or loaned to any insured. Use includes
operation and "loading or unloading".
This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the 'bccunen@" which
caused the "bodily injury" or "property
damage" involved the ownershiP,
maintenance, use or entrustment to others of
any aircraft, "auto" or watercraft that is
owned or operated by or rented or loaned to
any insured.
This exclusion does not apply to:
(1) A watercraft while ashore on premises
you own or rent;
(21 A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry Persons
for a charge;
(3) Parking an "auto" on, or on the ways
next to, premises you own or rent,
provided the "auto" is not owned by or
rented or loaned to you or the insured;
(4) Liability assumed under any "insured
contract' for the ownership,
maintenance or use of aircrafi or
watercraft;
(5) "Bodily injury" or "property damage"
arising out of the operation of any of
the equipment listed in Paragraph f.(2)
or f.(3) of the definition of "mobile
equipment"; or
(6) An aircraft that is not owned by any
insured and is hired, chartered or loaned
with a paid crew. However, this
exception does not apply if the insured
has any other insurance for such "bodi$
injury" or "property damage", whether
the other insurance is primary, exoess,
contingent or on any other basis.
h. Mobile Equipment
"Bodily injury" or "property damage"
arising out of:
(1) The transportation of "mobile equipment"
by an "auto" owned or operated by or
rented or loaned to any insured; or
l2l The use of "mobile equipment' in, or
while in practice or preparation for, a
prearranged racing, speed or
demolition contest or in any stunting
activity.
i. War
"Bodily injury", "property damage" or
"personal and advertising injury", however
caused, arising, directly or indirectly, out ot
(1) War, including undeclared or civil war;
(21 Warlike action by a military force,
including action in hindering or
defending against an actual or
expected attiack, by any government,
sovereign or other authority using
military personnel or other agents; or
(3) lnsurrection, rebellion, revolution,
usurped power, or action taken by
governmental authority in hindering or
defending against any of these.
i. ProfessionalServices
"Bodily injury", "property damage" or
"personal and advertising injury" arising
out of the rendering of or failure to render
any professional service. This includes
but is not limited to:
(1) Legal, accounting or advertising
services;
(21 Preparing, approving, or failing to
prepare or approve maps, shoP
drawings, opinions, reporb, surveys,
field orders, change orders, designs or
drawings and specifi cations;
(3) Supervisory, inspection, architectural
or engineering activities;
(4) Medical, surgical, dental, x-ray or
nursing services treatment, advice or
instruction;
(5) Any health or therapeutic service
treatment, advice or instruction;
(6) Any service, treatment, advice or
instruction for the purpose of
appearance or skin enhancement, hair
removal or replacement or personal
grooming;
(7) Optical or hearing aid services
including the prescribing, preparation,
fifting, demonstration or distribution of
ophthalmic lenses and similar
products or hearing aid devices;
Page 6 of 24 Form SS 00 08 04 05
(8) Optometry or optometric services
including but not limited to examination
of the eyes and the prescribing,
preparation, fitting,demonstration or
distribution of ophthalmic lenses and
similar products;
(9) Any:
(a) Body piercing (not including ear
piercing);
(b) Tattooing, including but not limited
to the insertion of pigments into or
under the skin; and
(c) Similar services;
(10) Services in the practice of pharmacy;
and
(11) Computer consulting, design or
programming services, including web
site design.
Paragraphs (4) and (5) of this exclusion do
not apply to the lncidental Medical
Malpractice coverage afforded under
Paragraph 1.e. in Section A. - Coverages.
k. Damage To Property
"Property damage" to:
(1) Property you own, rent or occupy,
including any costs or expenses
incurred by you, or any other Person,
organization or entity, for rePair,
replacement, enhancement,
restoration or maintenance of such
property for any reason, including
prevention of injury to a person or
damage to another's proPertY;
(21 Premises you sell, give away or
abandon, if the "property damage" arises
out of any part of those premises;
(3) Property loaned to you;
(4) Personal property in the care, custody
or control of the insured;
(5) That particular part of real property on
which you or any contractors or
subcontractors working direcfly or
indirectly on your behalf are performing
operations, if the "proper$ damage"
arises out of those operations; or
(6) That particular part of any property
that must be restored, repaired or
replaced because "your work" was
incorrectly performed on it.
BUSINESS LIABILITY COVERAGE FORM
Paragraphs (1), (3) and (4) of this
exclusion do not apply to "property
damage" (other than damage by fire) to
premises, including the contents of such
premises, rented to you for a period of 7 or
fewer consecutive days. A separate Limit
of lnsurance applies to Damage To
Premises Rented To You as described in
Section D. - Limits Of lnsurance.
Paragraph (2) of this exclusion does not
apply if the premises are "your work" and
were never occupied, rented or held for
rental by you.
Paragraphs (3) and (4) of this exclusion do
not apply to the use of elevators.
Paragraphs (3), (4), (5) and (6) of this
exclusion do not apply to liability assumed
under a sidetrack agreement.
Paragraphs (3) and (4) of this exclusion do
not apply to "property damage" to
borrowed equipment while not being used
to perform operations at a job site.
Paragraph (6) of this exclusion does not
apply to "property damage" included in the
"products-completed operations hazard".
l. Damage To Your Product
"Property damage" to "your product"
arising out of it or any part of it.
m. Damage To Your Work
"Property damage" to "your work" arising
out of it or any part of it and included in the
"products-completed operations hazard" .
This exclusion does not apply if the
damaged work or the work out of which
the damage arises was performed on your
behalf by a subcontractor.
n. Damage To lmpaired Property Or
Property Not Physically lnjured
"Property damage" to "impaired property"
or property that has not been physically
injured, arising out of:
(1) A defect, deficiency, inadequacy or
dangerous condition in "your product"
or "your work"; or
(21 A delay or failure by you or anyone
acting on your behalf to perform a
contract or agreement in accordance
with its terms.
This exclusion does not apply to the loss
of use of other property arising out of
sudden and accidental physical injury to
"your product" or "your work" after it has
been put to its intended use.
Form SS 00 08 04 05 Page7 o124
BUSINESS LIABILITY COVERAGE FORM
o. Recall Of Products, Work Or lmpaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for the
loss of use, withdrawal, recall, inspection,
repair, replacement, adjustment, removal
or disposal of:
(1) "Your product";
(21 "Your work"; or
(3) "lmpaired property";
if such product, work or proPertY is
withdrawn or recalled from the market or
from use by any person or organization
because of a known or suspected defect,
deficiency, inadequacy or dangerous
condition in it.
p. PersonalAnd Advertising lnjury
"Personal and advertising injury":
(1) Arising out of oral, wriften or electronic
publication of material, if done by or at
the direction of the insured with
knowledge of its falsity;
(21 Arising out of oral, written or electronic
publication of matedal whose first
publication took place before the
beginning of the policy period;
(3) Arising out of a criminal act committed
by or at the direction of the insured;
(4) Arising out of any breach of contract,
except an implied contract to use
another's "advertising idea" in your
"advertisement";
(5) Arising out of the failure of goods,
products or services to conform with
any statement of qualitY or
performance made in your
"advertisement";
(6) Arising out of the wrong description of
the price of goods, products or services;
(7) Arising out of any violation of any
intellectual property rights such as
copyright, patent, trademark, trade
name, trade secret, service mark or
other designation of origin or
authenticity.
However, this exclusion does not
apply to infringement, in Your
"advertisement", of
(a) Copyright;
(b) Slogan, unless the slogan is also
a trademark, trade name, service
mark or other designation of origin
or authenticity; or
(c) Title of any literary or artistic work;
(8) Arising out of an offense committed by
an insured whose business is:
(a) Advertising, broadcasting,
publishing or telecasting;
(b) Designing or determining content
of web sites for others; or
(c) An lnternet search, access,
content or service Provider.
However, this exclusion does not
apply to Paragraphs a., b' and c.
under the definition of "personal and
advertising injury" in Section G. -
Liability And Medical Expenses
Definitions.
For the purposes of this exclusion,
placing an "advertisement" for or
linking to others on your web site, by
itself, is not considered the business
of advertising, broadcasting,
publishing or telecasting;
(9) Arising out of an electronic chat room
or bulletin board the insured hosts,
owns, or over which the insured
exercises control;
(10) Arising out of the unauthorized use of
another's name or product in your e-mail
address, domain name or metatags, or
any other similar tactics to mislead
another's potential customers;
(11) Arising out of the violation of a
person's right of privacy created by
any state or federal act.
However, this exclusion does not
apply to liability for damages that the
insured would have in the absence of
such state or federal act;
(12) Arising out of:
(a) An "advertisement" for others on
your web site;
(b) Placing a link to a web site of
others on your web site;
(c) Content from a web site of others
displayed within a frame or border
on your web site. Content includes
information, code, sounds, text,
graphics or images; or
(d) Computer code, software or
programming used to enable:
(i) Your web site; or
(ii) The presentation or functionality
of an "advertisement' or other
content on yourweb site;
Page 8 of 24 Form SS 00 08 04 05
(13) Arising out of a violation of any anti-
trust law;
(14) Arising out of the fluctuation in price or
value of any stocks, bonds or other
securities;or
(15) Arising out of discrimination or
humiliation committed bY or at the
direction of any "executive officer",
director, stockholder, Partner or
member of the insured.
q. Electronic Data
Damages arising out of the loss of, loss of
use of, damage to, corruption of, inability
to access, or inability to manipulate
"electronic data".
r. Employment-Related Practices
"Bodily injury" or "personal and advertising
injury" to:
(1) A person arising out of anY:
(a) Refusal to emPloY that Person;
(b) Termination of that Person's
employment;or
(c) Employment-related practices,
policies, acts or omissions, such as
@ercion, demotion, evaluation,
reassignment, disciPline,
defiamation, harassment, humiliation
or discrimination directed at that
person; or
(21 The spouse, child, parent, brother or
sister of that Person as a
consequence of "bodily injury" or
"personal and advertising injury" to the
person at whom any of the
employment-related Practices
described in Paragraphs (a), (b), or (c)
above is directed.
This exclusion applies :
({) Whether the insured may be liable as
an employer or in any other capacity;
and
(21 To any obligation to share damages
with or repay someone else who must
pay damages because of the injury'
s. Asbestos
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the "asbestos hazard".
(21 Any damages, judgments, settlements,
loss, costs or exPenses that:
BUSINESS LIABILITY COVERAGE FORM
(a) May be awarded or incurred bY
reason of any claim or suit
alleging actual or threatened injury
or damage of anY nature or kind to
persons or property which would
not have occurred in whole or in
part but for the "asbestos hazard";
(b) Arise out of any request, demand,
order or statutory or regulatory
requirement that anY insured or
others test for, monitor, clean uP,
remove, encaPsulate, contain,
treat, detoxiff or neutralize or in
any way respond to or assess the
effects of an "asbestos hazard"; or
(c) Arise out of any claim or suit for
damages because of testing for,
monitoring, cleaning uP, removing,
encapsulating, containing, treating,
detoxiffing or neutralizing or in any
way responding to or assessing the
effects of an "asbestos hazard".
t. Violation Of Statutes That Govern E'
Mails, Fax, Phone Galls Or Other
Methods Of Sending Material Or
lnformation
"Bodily injury", "property damage", or
"personal and advertising injury" arising
directly or indirectly out of any action or
omission that violates or is alleged to
violate:
(1) The Telephone Consumer Protection
Act (TCPA), including any amendment
of or addition to such law;
(21 The CAN-SPAM Act of 2003, including
any amendment of or addition to such
law; or
(3) Any stratute, ordinance or regulation,
other than the TCPA or CAN-SPAM Act
of 2003, that prohibits or limits the
sending, transmitting, communicating or
distribution of material or information.
Damage To Premises Rented To You -
Exception For Damage By Fire, Lightning
or Explosion
Exclusions c. through h. and k. through o. do
not apply to damage by fire, lightning or
explosion to premises rented to you or
temporarily occupied by you with permission of
the owner. A separate Limit of lnsurance
applies to this coverage as described in
Section D. - Liability And Medical Expenses
Limits Of lnsurance.
Form SS 00 08 04 05 Page 9 of 24
BUSINESS LIABILITY COVERAGE FORM
2. Applicable To Medical Expenses Coverage
We will not pay expenses for "bodily injury":
a. Any lnsured
To any insured, except "volunteerworkers".
b. Hired Person
To a person hired to do work for or on behalf
of any insured or a tenant of any insured.
c. Injury On Normally Occupied Premises
To a person injured on that Part of
premises you own or rent that the person
normally occupies.
d. Workers' Compensation And Similar
Laws
To a person, whether or not an
"employee" of any insured, if benefitrs for
the "bodi$ injury" are payable or must be
provided under a workers' compensation
or disability benefits law or a similar law.
e. AthleticsActivities
To a person injured while practicing,
instructing or participating in any physical
exercises or games, sports or athletic
contests.
f. Produc{s4ompleted Operations Hazard
lncluded with the "products-completed
operations hazard".
g. Business Liability Exclusions
Excluded under Business Liability Coverage.
C. WHO IS AN INSURED
1. lf you are designated in the Declarations as:
a. An individual, you and your spouse are
insureds, but only with respect to the
conduct of a business of which you are the
sole owner.
b. A partnership or joint venture, you are an
insured. Your members, your partners, and
their spouses are also insureds, but only with
respect to the conduct of your business.
c. A limited liability company, you are an
insured. Your members are also insureds,
but only with respect to the conduct of your
business. Your managers are insureds, but
only with respect to their duties as your
managers.
d. An organization other than a partnership,
joint venture or limited liability company, you
are an insured. Your "executive officers" and
directors are insureds, but only with respect
to their duties as your officers or directors.
Your stockholders are also insureds, but only
with respect to their liability as stockholders.
e. A trust, you are an insured. Your trustees
are also insureds, but only with respect to
their duties as trustees.
2. Each of the following is also an insured:
a. Employees And Volunteer Workers
Your "volunteer workers" only while
performing duties related to the conduct of
your business, or your "employees", other
than either your "executive officers" (if you
are an organization other than a
partnership, joint venture or limited liability
company) or your managers (if you are a
limited liability company), but only for acts
within the scope of their employment by
you or while performing duties related to
the conduct of your business.
However, none of these "employees" or
"volunteer workers" are insureds for:
({) "Bodily injury" or "personal and
advertising injury":
(a) To you, to your Partners or
members (if you are a PartnershiP
or joint venture), to Your members
(if you are a limited liabilitY
company), or to a co-"emPloYee"
while in the course of his or her
employment or Performing duties
related to the conduct of Your
business, or to Your other
"volunteer workers" while
performing duties related to the
conduct of your business;
(b) To the spouse, child, Parent,
brother or sister of that co-
"employee" or that "volunteer
worker" as a consequence of
Paragraph (1 )(a) above;
(c) For which there is any obligation
to share damages with or rePaY
someone else who must PaY
damages because of the injury
described in ParagraPhs (1)(a) or
(b) above; or
(d) Arising out of his or her providing
or failing to provide professional
health care services.
lf you are not in the business of
providing professional health care
services, Paragraph (d) does not apply
to any nurse, emergency medical
technician or paramedic employed by
you to provide such services.
(21 "Property damage" to property:
(a) Owned, occupied or used by,
Page 10 of 24 Form SS 00 08 04 05
(b) Rented to, in the care, custodY or
control of, or over which PhYsical
control is being exercised for anY
purpose by you, any of Your
"employees", "volunteer workers",
any partner or member (if You are
a partnership or joint venture), or
any member (if you are a limited
liability company).
b. Real Estate Manager
Any person (other than your "employee" or
"volunteer worker"), or any organization
while acting as your real estate manager.
c. Temporary Gustodians Of Your
Property
Any person or organization having proper
temporary custody of your property if you
die, but only:
(1) With respect to liability arising out of the
maintenance or use of that property; and
(21 Until your legal representative has
been appointed.
d. Legal Representative lf You Die
Your legal representative if you die, but
only with respect to duties as such. That
representative will have all your rights and
duties under this insurance.
e. Unnamed Subsidiary
Any subsidiary and subsidiary thereol of
yours which is a legally incorporated entity
of which you own a financial interest of
more than 50o/o of the voting stock on the
effective date of this Coverage Part.
The insurance afforded herein for any
subsidiary not shown in the Declarations
as a named insured does not aPPIY to
injury or damage with respect to which an
insured under this insurance is also an
insured under another policy or would be
an insured under such policy but for its
termination or upon the exhaustion of its
limits of insurance.
3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and over which you
maintain financial interest of more than 50% of
the voting stock, will qualify as a Named
lnsured if there is no other similar insurance
available to that organization. However:
a. Goverage under this provision is afforded
only until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier;and
BUSINESS LIABILITY COVERAGE FORM
b. Coverage under this provision does not
apply to:
(1) "Bodily injury" or "property damage"
that occurred; or
(21 "Personal and advertising injury"
arising out of an offense commifted
before you acquired or formed the
organization.
4. Operator Of Mobile Equipment
With respect to "mobile equipment' registered in
your name under any motor vehicle registration
law, any person is an insured while driving such
equipment along a public highway with your
permission. Any other person or organization
responsible for the conduct of such person is
also an insured, but only with respect to liability
arising out of the operation of the equipment, and
only if no other insurance of any kind is available
to that person or organization for this liability.
However, no person or organization is an insured
with respect to:
a. "Bodily injury" to a co-"employee" of the
person driving the equipment; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this provision.
5. Operator of Nonowned Watercraft
With respect to watercraft you do not own that
is less than 51 feet long and is not being used
to carry persons for a charge, any person is an
insured while operating such watercraft with
your permission. Any other person or
organization responsible for the conduct of
such person is also an insured, but only with
respect to liability arising out of the operation
of the watercraft, and only if no other
insurance of any kind is available to that
person or organization for this liability.
However, no person or organization is an
insured with respect to:
a. "Bodily injury" to a co-"employee" of the
person operating the watercraft; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by
you or the employer of any person who is
an insured under this Provision.
6. Additional lnsureds When Required By
Written Contract, Written Agreement Or
Permit
The person(s) or organization(s) identified in
Paragraphs a. through f. below are additional
insureds when you have agreed, in a written
Form SS 00 08 04 05 Page 11 of 24
BUSINESS LIABILITY COVERAGE FORM
contract, written agreement or because of a
permit issued by a state or political
subdivision, that such person or organization
be added as an additional insured on your
policy, provided the injury or damage occurs
subsequent to the execution of the contract or
agreement, or the issuance of the permit.
A person or organization is an additional
insured under this provision only for that
period of time required by the contract,
agreement or permit.
However, no such person or organization is an
additional insured under this provision if such
person or organization is included as an
additional insured by an endorsement issued
by us and made a part of this Coverage Part,
including all persons or organizations added
as additional insureds under the specific
additional insured coverage grants in Section
F. - Optional Additional lnsured Coverages.
a. Vendors
Any person(s) or organization(s) (refened to
below as vendor), but only with respect to
"bodily injury" or "property damage" arising
out of "your products" which are distributed
or sold in the regular @urse of the vendods
business and only if this Coverage Part
provides coverage for "bodily injury" or
"property damage" included within the
"products-completed operations hazard".
(1) The insurance afforded to the vendor
is subject to the following additional
exclusions:
This insurance does not aPPIY to:
(a) "Bodily injury" or "ProPertY
damage" for which the vendor is
obligated to Pay damages bY
reason of the assumPtion of
liability in a contract or agreement.
This exclusion does not aPPIY to
liability for damages that the
vendor would have in the absence
of the contract or agreement;
(b) Any express warrantY
unauthorized by you;
(c) Any physical or chemical change
in the product made intentionallY
by the vendor;
(d) Repackaging, excePt when
unpacked solely for the PurPose of
inspection, demonstration, testing,
or the substitution of Parts under
instructions from the manuhcturer,
and then rePackaged in the
original container;
(e) Any failure to make such
inspections, adjustments, tests or
servicing as the vendor has
agreed to make or normallY
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products;
(0 Demonstration, installation,
servicing or repair operations,
except such operations Performedat the vendods Premises in
connection with the sale of the
product;
(g) Products which, after distribution
or sale by you, have been labeled
or relabeled or used as a
container, part or ingredient of any
other thing or substance bY or for
the vendor; or
(h) "Bodily injury" or "proPertY
damage" arising out of the sole
negligence of the vendor for its
own acts or omissions or those of
its employees or anyone else
acting on its behalf. However, this
exclusion does not aPPIY to:
(D The exceptions contained in
Subparagraphs (d) or (0;or
(ii) Such inspections, adjustments,
tests or servicing as the vendor
has agreed to make or normallY
undertakes to make in the usual
@urse of business, in
mnnection with the distribution
or sale of the products.
(21 This insurance does not apply to any
insured person or organization from
whom you have acquired such products,
or any ingredient, part or container,
entering into, accomPanying or
contiaining such products.
b. Lessors Of Equipment
(1) Any person or organization from
whom you lease equipment; but only
with respect to their liability for "bodily
injury", "property damage" or
"personal and advertising injury"
caused, in whole or in Part, bY Your
maintenance, operation or use of
equipment leased to you by such
person or organization.
Page 12 ol 24 Form SS 00 08 04 05
(21 With respect to the insurance afforded
to these additional insureds, this
insurance does not aPPIY to any
"occurrence" which takes place after
you cease to lease that equiPment.
c. Lessors Of Land Or Premises
(1) Any person or organization from
whom you lease land or Premises, but
only with respect to liability arising out
of the ownership, maintenance or use
of that part of the land or Premises
leased to you.
(21 With respect to the insurance afforded
to these additional insureds, this
insurance does not aPPIY to:
(a) Any "occurrence" which takes
place after you cease to lease that
land or be a tenant in that
premises; or
(b) Structural alterations, new
construction or demolition
operations performed bY or on
behalf of such Person or
organization.
d. Architects, Engineers Or Surveyors
(1) Any architect, engineer, or surveyor, but
only with respect to liability for "bodily
injury", "property damage" or "personal
and advertising injury" caused, in whole
or in part, by your acts or omissions or
the acts or omissions of those acting on
your behalf:
(a) ln connection with your premises;
or
(b) ln the performance of your
ongoing operations Performed bY
you or on your behalf.
(21 With respect to the insurance afforded
to these additional insureds, the
following additional exclusion applies:
This insurance does not aPPIY to
"bodily injury", "property damage" or
"personal and advertising injury"
arising out of the rendering of or the
failure to render any professional
services by or for you, including:
(a) The preparing, aPProving, or
failure to prepare or approve,
maps, shoP drawings, oPinions,
reports, surveysr field orders,
change orders, designs or
drawings and sPecifications; or
(b) Supervisory, insPection,
architectural or engineering
activities.
BUSINESS LIABILITY COVERAGE FORM
e. Permits lssued By State Or Political
Subdivisions
(1) Any state or political subdivision, but
only with respect to oPerations
performed by you or on your behalf for
which the state or political subdivision
has issued a permit.
(21 With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
(a) "Bodily injury", "property damage"
or "personal and advertising
injury" arising out of oPerations
performed for the state or
municipality;or
(b) "Bodily injury'' or "property damage"
included within the "Products-
completed operations hazard".
f. Any Other Party
(1) Any other person or organization who
is not an insured under Paragraphs a'
through e. above, but onlY with
respect to liability for "bodily injury",
"property damage" or "personal and
advertising injury" caused, in whole or
in part, by your acts or omissions or
the acts or omissions of those acting
on your behalf:
(a) ln the performance of Your
ongoing operations;
(b) ln connection with your premises
owned by or rented to you; or
(c) ln connection with "your work" and
included within the "products-
completed operations hazard", but
only if
(i) The written contract or written
agreement requires You to
provide such coverage to
such additional insured; and
(ii) This Coverage Part provides
coverage for "bodilY injury" or
"property damage" included
within the "products-
completed operations hazatd" .
(21 With respect to the insurance afforded
to these additional insureds, this
insurance does not apPlY to:
"Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the rendering of, or the
failure to render, any professional
architectural, engineering or surveying
services, including:
Form SS 00 08 04 05 Page 13 of 24
BUSINESS LIABILITY COVERAGE FORM
(a) The preparing, approving, or
failure to prepare or approve,
maps, shoP drawings, oPinions,
reports, surveys, field orders,
change orders, designs or
drawings and specifications; or
(b) Supervisory, insPection,
architectural or engineering
activities.
The limits of insurance that apply to additional
insureds are described in Section D. - Limits
Of lnsurance.
How this insurance applies when other
insurance is available to an additional insured
is described in the Other lnsurance Condition
in Section E. - Liability And Medical Expenses
General Conditions.
No person or organization is an insured with
respect to the conduct of any current or past
partnership, joint venture or limited liability
company that is not shown as a Named lnsured in
the Declarations.
D. LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE
1. The Most We Will Pay
The Limits of lnsurance shown in the
Declarations and the rules below fix the most
we will pay regardless of the number of:
a. lnsureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits".
2. Aggregate Limits
The most we will pay for:
a. Damages because of "bodily injury" and
"property damage" included in the
"products-completed operations hazard" is
the Products-Completed Operations
Aggregate Limit shown in the
Declarations.
b. Damages because of all other "bodily
injury", "property damage" or "personal
and advertising injury", including medical
expenses, is the General Aggregate Limit
shown in the Declarations.
This General Aggregate Limit applies
separately to each of your "locations"
owned by or rented to you.
"Location" means premises involving the
same or connecting lots, or premises
whose connection is interrupted only by a
street, roadway or right-of-way of a
railroad.
This General Aggregate limit does not
apply to "property damage" to premises
while rented to you or temPorarilY
occupied by you with permission of the
owner, arising out of fire, lightning or
explosion.
3. Each Occurrence Limit
Subject to 2.a. or 2.b above, whichever
applies, the most we will pay for the sum of all
damages because of all "bodily injury",
"property damage" and medical expenses
arising out of any one "occurrence" is the
Liability and Medical Expenses Limit shown in
the Declarations.
The most we will pay for all medical expenses
because of "bodily injury" sustained by any
one person is the Medical Expenses Limit
shown in the Declarations.
4. PersonalAnd Advertising lnjury Limit
Subject to 2.b. above, the most we will pay for
the sum of all damages because of all
"personal and advertising injury" sustained by
any one person or organization is the Personal
and Advertising lnjury Limit shown in the
Declarations.
5. Damage To Premises Rented To You Limit
The Damage To Premises Rented To You
Limit is the most we will pay under Business
Liability Coverage for damages because of
"property damage" to any one premises, while
rented to you, or in the case of damage by fire,
lightning or explosion, while rented to you or
temporarily occupied by you with permission of
the owner.
ln the case of damage by fire, lightning or
explosion, the Damage to Premises Rented To
You Limit applies to all damage proximately
caused by the same event, whether such
damage results from fire, lightning or explosion
or any combination of these.
6. How Limits Apply To Additional Insureds
The most we will pay on behalf of a person or
organization who is an additional insured
under this Coverage Part is the lesser of:
a. The limits of insurance specified in a
written contract, written agreement or
permit issued by a state or political
subdivision; or
b. The Limits of lnsurance shown in the
Declarations.
Such amount shall be a part of and not in
addition to the Limits of lnsurance shown in
the Declarations and described in this Section.
Page 14 ot 24 Form SS 00 08 04 05