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CAG2021-189 - Amendment - #1 - Custom Coating Consultants, LLC - West Hill Reservoir - 04/13/2021
Nancy Y for Phil McConnell Public Works 10/27/2022 10/31/2022 N/A W20005 N/A Custom Coating Consultants, LLC Contract Amendment West Hill Reservoir Extend the time of completion to June 30, 2023. Other 06/30/2023 CAG2021-189 10/27/22 $0 AMENDMENT - 1 OF 2 AMENDMENT NO. 1 NAME OF CONSULTANT OR VENDOR: Custom Coating Consultants, LLC CONTRACT NAME & PROJECT NUMBER: West Hill Reservoir ORIGINAL AGREEMENT DATE: April 13, 2021 This Amendment is made between the City and the above-referenced Consultant or Vendor and amends the original Agreement and all prior Amendments. All other provisions of the original Agreement or prior Amendments not inconsistent with this Amendment shall remain in full force and effect. For valuable consideration and by mutual consent of the parties, Consultant or Vendor’s work is modified as follows: 1. Section I of the Agreement, entitled “Description of Work,” is hereby modified to add additional work or revise existing work as follows: In addition to work required under the original Agreement and any prior Amendments, the Consultant or Vendor shall: No change to the scope of work, however an amendment is needed to extend the time of completion to June 30, 2023, due to material procurement delays. 2. The contract amount and time for performance provisions of Section II “Time of Completion,” and Section III, “Compensation,” are modified as follows: Original Contract Sum, including applicable WSST $ Net Change by Previous Amendments including applicable WSST $ Current Contract Amount including all previous amendments $ Current Amendment Sum $ Applicable WSST Tax on this Amendment $ Revised Contract Sum $ Original Time for Completion 12/31/22 (insert date) Revised Time for Completion under N/A prior Amendments (insert date) Add'I Days Required (f) for this 181 calendar days Amendment Revised Time for Completion 6/30/23 (insert date) The Consultant or Vendor accepts all requirements of this Amendment by signing below, by its signature waives any protest or claim it may have regarding this Amendment, and acknowledges and accepts that this Amendment constitutes full payment and final settlement of all claims of any kind or nature arising from or connected with any work either covered or affected by this Amendment, including, without limitation, claims related to contract time, contract acceleration, onsite or home office overhead, or lost profits. This Amendment, unless otherwise provided, does not relieve the Consultant or Vendor from strict compliance with the guarantee and warranty provisions of the original Agreement. All acts consistent with the authority of the Agreement, previous Amendments (if any), and this Amendment, prior to the effective date of this Amendment, are hereby ratified and affirmed, and the terms of the Agreement, previous Amendments (if any), and this Amendment shall be deemed to have applied. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. IN WITNESS, the parties below have executed this Amendment, which will become effective on the last date written below. CONSULTANT/VENDOR: CITY OF KENT: By:. By: (signature) (signature) Print Name: M a y C i'cCA Print Name: Eric Connor Its 0 60i1-qv' try -yam, )�4— Its Construction Manager (tit! (title) DATE: �? �-a G� DATE:- 10/27/22 ATTEST: APPROVED AS TO FORM: (applicable if Mayor's signature required) �ll,[T.14 Kent City Clerk J Kent Law Department Custom Coating - W Hill Reservoir Amd 1/McConnell AMENDMENT - 2 OF 2 �1 x DATE (NN(DDIYYYY) .4 C ��« CERTIFICATE OF LIABILITY INSURANCE _ _ 04►18/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(8), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endomement(s). PRODUCER CONTACT USI INSURANCE SERVICES LLC/PHS 4 i 71577t PHOAE (1577) 532-3486 JFAA (8881443-6112 (AOC. N6, Eaer. (A(c. No): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL T San Antonio, TX 78251 1ADORESS INSURER(S) AFFORDING COVERAGE NAICa INSURED INWRERA: Hartford Casualty Insurance Company 29424 CUSTOM COATING CONSULTANTS INSURER e- PO BOX 23789 INSURER C : FEDERAL WAY WA 98093-0789 INSURER D : INSURER E INSURER F COVERAGES CERTIFICATE NUMEIRW REIIISIEIN NUMAER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT W(TH RESPECT TO WF14CH THIS CERTIRCATS MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INS TYPE OF €NSURANCE ACDL SU&k POLICY NUmbeft Pouty F POLICY EXP LIMITS COMMERCIAL GENERAL L",ILRY EACH OCCURRENCE S2,000.00 GLAIMS•MADC aDCCUR AMAOE TO RENTED $300,000 X General Liability MED EXP (Any are Pntvmi $10,DDD A X 41 SBA ES5039 D4113/2022 04/13/2023 PU480NAI & ADV INJURY $2,000,000 GEN L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $4,000,000 POLICY E] PRO- JE.CT �X LOC PRODUCTS - COMPIOP AGG $4.000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT AW AUTO BODILY INJURY (Per personi ALL OWNED SCR DULr_D AUTOS AUTOS BODILY INJURY (Par emdarn) ►IIREO NON•(11M01 R°TiLSP'LRTf AMAGK AUTOS AUI US (Per acr deru) UMBRELLA LIAe arr•.uR EACH OCCURRENCE f EXCESS LIAe t%L 11A75 MM1I7r: AGGREGATE E RETEN710N WORKERS COMPENSATION PER 6TH- AND EMPLOYERS' LIABILITY IS1AI EL EACH ACCIDENT $1,D00,000 A ANY YIN PROPRIETORIPARTNERIEXECUTIVE OFFICER"eMSER EXCLUDED? NO A 41 SBA ES5039 W13/2022 04/1312023 E L DISEASE -FA EMPLOYEF $1,DDQ,DDQ IMandatory In NH) If yes, da&V Do wider EL DISEASE - POLICY LIMIT $1, 000,000 rIESCRIPTION OF OPERATIQW A EMPLOYMENT PRACTICES LIABILITY 41 SBA ES5039 04/13/2022 04/13/2023 Each Claim Limit Aggregate Limit WOW $5,000 -J DESCNPTION OF OPERA BONS /LOCATIONS / VEHICLES (ACORD 101, Addleenal Roo"a Sahedlde, may he attached Irmnn eYada is req *W) Those usual to the Insured's Operations. Certificate holder is an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. 220 4TH AVE S KENT WA 9BD32 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE p 1988-201S ACORD CORPORATION. Ail rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD AoCCPROF CERTIFICATE OF LIABILITY INSURANCE DATE D/YYYY) 10/27/2027/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER USAA Insurance Agency Inc. 9800 FRDRCKSBRG HSVCW, SAN ANTONIO, TX 78288 CONTACT NAME: Proctressive Commercial Lines Customer and Agent Se icing PHONE A/C No Ext :1-800-444-4487 FAX C No), E-MAIL ro ressivecommercial email. ro ressive.com ADDRESS: P 9 Q P 9 INSURER(S) AFFORDING COVERAGE NAIC $ INSURER A: United Financial Casualty Company 11770 INSURED INSURER B CUSTOM COATINGCONSULTANTS LLC PO BOX 73760 INSURER C : INSURER D : PUYALLUP, WA 98373 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 186453862340805607DIO2722TI41403 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS j CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 0 OCCUR EACHgqOCCURRENCE REMIS SOEa occurrDence $ MED EXP (Any one person) PERSONAL & ADV INJURY GENT AGGREGATE LIMIT APPLIES PER: PRO- POLICY JECT LOC OTHER: GENERAL AGGREGATE PRODI4CTS - COMP/OP AGG $ $ A AUTOMOBILE X LIABILITY ANY AUTO AUTOS ONLY x SCHEDULED HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY Y N 036954398 09/19/2022 09/19/2023 COMBINED SINGLE LIMIT (Ea accident)$ 2 000 000 BODILY INJURY Per person)$ BODILY INJURY Per accident PROPERTY DAMAGE Per accident $ UMBRELLA LIAR EXCESS LIAR dOCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ O F F I C ER/M E MBEREXCL UDE D? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A ff _ H- 1 A 1 U E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CITY OF KENT 220 4TH AVE S KENT, WA 98032 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE y��j AGENCY CUSTOMER ID: LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED USAA Insurance Agency Inc. CUSTOM COATINGCONSULTANTS LLC PO BOX 73760PUYALLUP, roLlcv NUMBER WA 98373 036954398 CARRIER NAIL CODE EFFECTIVE DATE: 09/19/2022 United Financial Casualty Company 11770 40DITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Additional Coverages Insurance coverages) Limits ........................................................................................................................................................................................................ Underinsured Motorist Bodily Injury $2,000,000 Combined Single Limit ........................................................................................................................................................................................................ Underinsured Motorist Property Damage $1,000,000 w/$100 Ded ($300 if Hit & Run) Description of Location/Vehicles/Special Items Scheduled autos only 2017 GMC CANYON 1GTP6DE14H1235769 Comprehensive $500 Ded Collision $500 Ded Roadside Assistance Selected .................................................................................... 2022 SUBARU XV CROSSTREK JF2GTHSC7NH224288 Comprehensive $500 Ded Collision $500 Ded Liability coverage may not apply to all scheduled vehicles. ACARn 1M I9nnRin11 rel9nnR ACr1Rn rnRPORATInN All rinhfa rasarvari Coverage Type Professional Liability Occurrence/Claims Made Claims Made .. of Liability Cove rage Limit Deductible General Aggregate 1,000,000 inci defense expenses Each Claim 1,000,000 incl defense expenses 5,000 including defense expenses A "Claims Made" Policy - "Claims Made" means coverage is afforded only for those losses, which are reported within the policy period, Wrongful Acts: Any actual or alleged breach of duty, error, misstatement, misleading statement or omission done or attempted by this Assureds while in the performance of the Professional Services of the Insured, Professional Services: Solely in the performance of providing Professional Services as Consulting Services, Independent testing and inspection for others for a fee Loc # Classification 00001 Coating Adherence Testing, inspection, consulting for others for a fee Class Code 24817 Premium Basis Gross Sales Exposure 210,000 estimated Policy it Effective/Expiration Line of Business HPL1200189 05/13/2021 - Professional 05/13/2022 Liability Company Total Policy Premium Certain $4,675 Underwriters at Lloyds Lloyds Taxes/Fee 5 48.18 Total $4,773.18 Warranties The Assureds shall obtain and maintain general liability coverage with limits equal to or greater than the limit of this policy from an "A" rated (13est's) insurer. Minimum Earned Premium-25% *All quoted premiums are annual estimates and may change Premium Payment Plan: Agency Sill, Financing is available. Hentschell & Associates may also receive annual "contingent" and other compensation from one or more of the insurance companies we have used in this proposal. Be assured that the above has had no bearing whatsoever on our choice of companies to use for your account. This is standard with most companies and requires us to have a good overall loss ratio with the company and meet certain other criteria. 3 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 01 © 2001, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 1 Professional Services Coverages 2 Incidental Malpractice Coverage 2 Coverage Extension - Supplementary Payments 3 B. EXCLUSIONS 4 C. WHO IS AN INSURED 9 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 12 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 13 1. Bankruptcy 13 2. Duties in The Event of Occurrence, Claim or Suit 13 3. Financial Responsibility Laws 14 4. Legal Action Against Us 14 5. Separation of Insureds 14 6. Unintentional Failure To Disclose Hazards 14 7. Other Insurance — Primary Additional Insured 14 F. OPTIONAL COVERAGES 15 Additional Insureds 15 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 17 Form SS 00 08 04 01 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words 41 we , us and our refer to the stock insurance company member of THE HARTFORD providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. In consideration of the payment of the premium when due, and: a. In reliance upon the statements made in the Declarations; and b. Subject to the Limits Of Insurance, Exclusions, Definitions, Conditions and all other terms of this policy, including those modified, replaced by or added by endorsements we issue forming a part of this policy, we agree with you as follows: A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement We will pay on behalf of the insured 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 Insurance; and (2) Our right and duty to defend end 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 to: (1) "Bodily injury" and "property damage" only if: (a) The "bodily injury" or "property damage" is caused by ai "occurrence" that takes place in the "coverage territory"; and (b) The "bodily injury' or "property damage" occurs during the policy period. (2) "Personal and advertising injury" caused by an offense arising out of your business, but only if the offense is committed in the "coverage territory" during the policy period. c. 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". MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or Form SS 00 08 04 01 Page 1 of 20 © 2001, The Hartford BUSINESS LIABILITY COVERAGE FORM (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within three years of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. PROFESSIONAL SERVICES COVERAGES When your operations include: a. Optical or hearing aid establishments, Exclusion j. (7) in Section B. - EXCLUSIONS does not apply. b. Retail druggist or drugstore, Exclusion j. (10) in Section B. - EXCLUSIONS does not apply. c. Funeral director or funeral parlors, the following professional services coverage is added: (1) The Business Liability Coverage applies to damages arising out of professional services by you or your "employees" in the course of your mortician or funeral parlor business. Subject to the Limits of Insurance stated in Section D. of this form, we will pay on behalf of the insured those sums that the insured becomes legally obligated to pay as damages for "bodily injury" including mental anguish, and "property damage" because of any: (a) Professional malpractice, error or omission in the (i) Removal; Handling; (iii) Disposition; (iv) Cremation; (v) Burial; (vi) Embalming; or (vii) Disinterment, of any "deceased human body"; (viii)Conduct of any memorial service even though no "deceased human body" actually be present; and (ix) Injury to, destruction of or interference with the right of burial of a "deceased human body". (b) Professional service by any insured as a member of a: (i) Formal accreditation board; or (ii) A similar professional board or committee. (2) This insurance also applies to damages for "property damage" caused by an "occurrence" to: (a) Urns; (b) Caskets, linings or fittings; (c) Casket cases; (d) Crypts or mausoleums; or (e) Other facilities belonging to others that are in the care, custody or control of the insured and used for the purpose of burying or caring for a "deceased human body". (3) Only Exclusions d., e., f. and k. in Section B. - EXCLUSIONS apply to this coverage. (4) Additional Definition "Deceased human body" includes any part of a human body severed therefrom and ashes of a deceased human body after legal cremation. 4. INCIDENTAL MALPRACTICE COVERAGE a. The definition of "bodily injury" in Section G. - LIABILITY AND MEDICAL EXPENSES DEFINITIONS is amended to include injury arising out of the rendering or failure to render medical or paramedical services to persons by any physician, dentist, nurse, emergency medical technician or paramedic who is employed by you to provide such services. Page 2 of 20 Form SS 00 08 04 01 BUSINESS LIABILITY COVERAGE FORM b. Paragraph 2.a.(1)(d) in Section C. - WHO IS AN INSURED does not apply to nurses, emergency medical technicians or paramedics referred to in a. above. c. Paragraph (1) of Exclusion e. in Section B. - EXCLUSIONS does not apply to injury to the emotions or reputation of a person arising out of such services. This Incidental Malpractice Coverage does not apply if you are engaged in the business or occupation of providing any services referred to in a. above. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS 1. We will pay, with respect to any claim or "suit' we investigate or settle, or any "suit' against an insured we defend: a. All expenses we incur. b. 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. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation of the claim or defense of the "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All costs taxed against the insured in the "suit". f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. 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 a. through g. above will not reduce the Limits of Insurance. 2. If we defend an insured against a "suit' and an indemnitee of the insured is also named as a party to the "suit', we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured ha assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. 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"; d. 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; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit' and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit'; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit'; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit'; and (b) Conduct and control the defense of the indemnitee in such "suit'. So long as the above conditions are met, attorneys fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Form SS 00 08 04 01 Page 3 of 20 BUSINESS LIABILITY COVERAGE FORM Not withstanding the provisions of paragraph 1.b.(b) of Section B. — EXCLUSIONS, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in paragraph f. above, are no longer met. B. EXCLUSIONS 1. Applicable to Business Liability Coverage This insurance does not apply to: a. Expected or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or (b) "Bodily injury' or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury' or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for an indemnitee are deemed to be damages because of "bodily injury" or "property damage" provided: (i) Liability to such indemnitee for, or for the cost of, that indemnitee's defense has also been assumed in the same "insured contract", and (ii) Such attorney fees and litigation expenses are for defense of that indemnitee against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers Compensation and Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business, or Page 4 of 20 Form SS 00 08 04 01 BUSINESS LIABILITY COVERAGE FORM (2) The spouse, child, parent, brother or (b) At or from any premises, site or sister of that "employee" as a location which is or was at am consequence of (1) above. time used by or for any insured or This exclusion applies: others for the handling, storage, (1) Whether the insured may be liable as disposal, processing or treatment an employer or in any other capacity; of waste; and (c) Which are or were at any time (2) To any obligation to share damages transported, handled, stored, with or repay someone else who must trtr is treated, disposed posed of, or processed pay damages because of the injury. a waste or for: This exclusion does not apply to liability Any insured; or assumed by the insured under an "insured (ii) Any person or organization for contract". whom you may be legally f. Pollution responsible; or (1) "Bodily injury", "property damage" or (d) At or from any premises, site or I.location personal and advertising injury on which any insured or arising out of the actual, alleged or any contractors or subcontractors threatened discharge, dispersal, working directly or indirectly on any insured's behalf are seepage, migration, release or escape "pollutants": performing operations if the of pollutants are brought on or to (a) At or from any premises, site or the premises, site or location in location which is or was at any connection with such operations time owned or occupied by, or by such insured, contractor or rented or loaned to any insured. subcontractor. However, this However, this subparagraph does subparagraph does not apply to: not apply to: (1) "Bodily injury" or "property (i) "Bodily injury" if sustained damage" arising out of thr within a building and caused escape of fuels, lubricants c. by smoke, fumes, vapor or other operating fluids which soot from equipment used to are needed to perform the heat that building; normal electrical, hydraulic or (ii) "Bodily injury" or "property mechanical functions damage" for which you may necessary for the operation of be held liable, if you are a "mobile equipment" or its contractor and the owner or parts, if such fuels, lubricants lessee of such premises, site or other operating fluids or location has been added to escape from a vehicle part your policy as an additional designed to hold, store or insured with respect to your receive them. This exception ongoing operations performed does not apply if the "bodily for that additional insured at injury" or "property damage" that premises, site or location arises out of the intentional and such premises, site or discharge, dispersal or location is not and never was release of the fuels, lubricants owned or occupied by, or or other operating fluids, or if rented or loaned to, any such fuels, lubricants or other insured, other than that operating fluids are brought on additional insured; or or to the premises, site or location with the intent that (iii) "Bodily injury" or "property they be discharged, dispersed damage" arising out of heat, or released as part of the smoke or fumes from a operations being performed by "hostile fire"; such insured, contractor or subcontractor; Form SS 00 08 04 01 Page 5 of 20 BUSINESS LIABILITY COVERAGE FORM (ii) "Bodily injury' or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (ill) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire". (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) An aircraft that is: (a) Hired, chartered or loaned with a paid crew; but (b) Not owned by any insured; (2) A watercraft while ashore on premises you own or rent; or (3) 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. This provision (3) applies to any person who, with your expressed or implied consent either uses or is responsible for use of a watercraft. Provisions under paragraphs (1) and (3) of this Exclusion g. do not apply if the insured has any other insurance for "bodily injury' or "property damage" liability that would also be covered under those provisions, whether the other insurance is primary, excess, contingent or on any other basis. In that case, provisions (1) and (3) above do not provide any insurance. (4) 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; (5) Liability assumed under any "insured contract" for the ownership, maintenance, or use of aircraft or watercraft; or (6) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraphs f.(2) or f.(3) of the definition of "mobile equipment". h. Mobile Equipment Page 6 of 20 Form SS 00 08 04 01 BUSINESS LIABILITY COVERAGE FORM "Bodily injury" or "property damage" arising Paragraphs (4) and (5) of this exclusion do out of: not apply to Incidental Malpractic (1) The transportation of "mobile coverage afforded under paragraph 4. ii, equipment" by an "auto" owned or Section A. - COVERAGE. operated by or rented or loaned to any k. Damage to Property insured; or "Property damage" to: (2) The use of "mobile equipment" in, or while in practice or preparation for, a (1) Property you own, rent or occupy, prearranged racing, speed or including any costs or expenses demolition contest or in any stunting incurred by you, or any other person, activity. organization or entity, for repair, replacement, enhancement, I. War restoration or maintenance of such "Bodily injury" or "property damage" due to property for any reason, including war, whether or not declared, or any act or prevention of injury to a person or condition incidental to war. War includes damage to another's property; civil war, insurrection, rebellion or (2) Premises you sell, give away or revolution. abandon, if the "property damage" This exclusion applies only to liability arises out of any part of those assumed under a contract or agreement. premises; j. Professional Services (3) Property loaned to you; "Bodily injury", "property damage" or (4) Personal property in care, custody or "personal and advertising injury" due to the control of the insured; rendering of or failure to render any professional service. This includes but is (5) That particular part of real property on not limited to: which you or any contractor or subcontractor working directly or (1) Legal, accounting or advertising indirectly on your behalf is performing services; operations, if the "property damage" (2) Preparing, approving, or failing to arises out of those operations; or prepare or approve maps, shop (6) That particular part of any property drawings, opinions, reports, surveys, that must be restored, repaired or field orders, change orders, designs or replaced because "your work" was drawings and specifications; incorrectly performed on it. (3) Supervisory, inspection, architectural Paragraphs (1), (3) and (4) of this or engineering activities; exclusion do not apply to "property (4) Medical, surgical, dental, x-ray or damage" (other than damage by fire) to nursing services or treatment; premises, including the contents of such {5) Any health service or treatment; premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit (6) Any cosmetic or tonsorial service or of Insurance applies to Damage To treatment; Premises Rented To You as described in (7) Optical or hearing aid services Section D. - LIMITS OF INSURANCE. including prescribing, preparation, Paragraph (2) of this exclusion does not fitting, demonstration, or distribution of apply if the premises are "your work" and ophthalmic products or hearing aid were never occupied, rented or held for devices; rental by you. (8) Optometric services including but not Paragraphs (3) and (4) of this exclusion do limited to examination of the eyes and not apply to the use of elevators. prescribing of ophthalmic lenses and Paragraphs (3), (4), (5) and (6) of this exercises; exclusion do not apply to liability assumed (9) Ear piercing services; under a sidetrack agreement. (10) Services in the practice of pharmacy. Paragraph (4) of this exclusion does not (11) Computer consulting, design or apply to "property damage" to borrowed programming services, including web equipment while not being used to perform site design. operations at a job site. Form SS 00 08 04 01 Page 7 of 20 BUSINESS LIABILITY COVERAGE FORM Paragraph (6) of this exclusion does not (2) Arising out of oral, written or electronic apply to "property damage" included in the publication of material whose first "products -completed operations hazard". publication took place before the I. Damage to Your Product beginning of the policy period; "Property damage" to "your product" (3) Arising out of a criminal act committed arising out of it or any part of it. by or at the direction of the insured; m. Damage to Your Work (4) Arising out of any breach of contract, "Property damage" to 'your work" arising except an implied contract to useanother's "advertising idea" in your out of it or any part of it and included in the "advertisement"; products -completed operations hazard". This exclusion does not apply if the (5) Arising out of the failure of goods, damaged work or the work out of which products or services to conform with the damage arises was performed on your any statement of quality or behalf by a subcontractor. performance made in your n. Damage to Impaired Property Or advertisement"; Property Not Physically Injured (6) Arising out of the wrong description of „ " Property damage i to "impaired property' the price of goods, products or or property that has not been physically services; injured, arising out of: (7) Arising out of any violation of any (1) A defect, deficiency, inadequacy or intellectual property rights, such as patent, trademark, trade name, trade dangerous condition in your product" secret, service mark or other or "your work"; or designation of origin or authenticity. (2) A delay or failure by you or anyone However, this exclusion does not acting on your behalf to perform a apply to infringement, in your contract or agreement in accordance "advertisement", of with its terms. This exclusion does not apply to the loss (a) Copyright; of use of other property arising out of (b) Slogan, unless the slogan is also a sudden and accidental physical injury to trademark, trade name, service "your product" or "your work" after it has mark or other designation of origin been put to its intended use. or authenticity; or o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work"; or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, LIABILITY AND MEDICAL deficiency, inadequacy or dangerous EXPENSES DEFINITIONS. condition in it. For the purposes of this exclusion, p. "Personal and Advertising Injury": placing an "advertisement" for or (1) Arising out of oral, written or electronic linking to others on your web site, byitself, publication of material, if done by or at is not considered the business the direction of the insured with of advertising, broadcasting, knowledge of its falsity; publishing or telecasting; Page 8 of 20 Form SS 00 08 04 01 BUSINESS LIABILITY COVERAGE FORM (9) Arising out of an electronic chat room or bulletin board you host, own, or over which you exercise control; (10) Arising out of the unauthorized use of another's name or product in your e- mail address, domain name or metatag, 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; or (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; (13) Arising out of a violation of any anti- trust law; or (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities. Exclusions c. through i., k., I., m. and n. do not apply to damage by fire, lightning or explosion to premises rented to you. A separate Limit of Insurance applies to this coverage as described in Section D. - LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. 2. Applicable to Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while taking part in athletics. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. h. War Due to war, whether or not declared, or any act or condition incidental to war. War includes civil war, insurrection, rebellion or revolution. C. WHO IS AN INSURED If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your manager. d. An organization other than a partnership or 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: Form SS 00 08 04 01 Page 9 of 20 BUSINESS LIABILITY COVERAGE FORM a. 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" is an insured for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while that co -"employee" is either in the course of his or her employment or performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" 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. (2) "Property damage" to property: (a) Owned, occupied or used by; or (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", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee"), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. 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. Any "employee" of the insured while acting in the scope of his/her duties as a retail pharmacist, or optician or optometrist. f. Additional Insureds by Contract, Agreement or Permit Any person or organization with whom you agreed, because of a written contract or agreement or permit, to provide insurance such as is afforded under this Business Liability Coverage Form, but only with respect to your operations, "your work" or facilities owned or used by you. However, coverage under this provision does not apply: (1) Unless the written contract or agreement has been executed or a permit has been issued prior to the "bodily injury", "property damage" or "personal and advertising injury". (2) To any person or organization included as an insured under provision g. (Broad Form Vendors). (3) To any other person or organization shown in the Declarations as an Additional Insured. Coverage under this provision includes the following: (1) When an engineer, architect or surveyor becomes an insured under provision 2.f., the following additional exclusion applies: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you including: (a) The preparing, approving, or failure to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (2) When a lessor of leased equipment becomes an insured under provision 2.f., the following additional exclusions apply: Page 10 of 20 Form SS 00 08 04 01 BUSINESS LIABILITY COVERAGE FORM (a) To any "occurrence" which takes place after the equipment lease expires; or (b) To "bodily injury" or "property damage" arising out of the sole negligence of the lessor. (3) When owners or other interests from whom land has been leased become an insured under provision 2.f., the following additional exclusions apply: (a) Any "occurrence" which takes place after you cease to lease that land; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of the owners or other interests from whom land has been leased. (4) When managers or lessors of premises become an insured under provision 2.f., the following exclusions apply: (a) Any "occurrence" which takes place after you cease to be a tenant in that premises: or (b) Structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessors of the premises. g. Additional Insured - Broad Form Vendors Any person or organization with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as , container, part or ingredient of any other thing or substance by or for the vendor. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. (3) This provision g. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Coverage Part. (4) This provision g. does not apply if "bodily injury" or "property damage" included within the "products - completed operation hazard" is excluded either by the provisions of the Coverage Part or by endorsement. h. Broad Form Named Insured Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this coverage form. Form SS 00 08 04 01 Page 11 of 20 BUSINESS LIABILITY COVERAGE FORM The insurance afforded herein for any (ii) To the spouse, child, parent, subsidiary not shown in the Declarations brother or sister of your as a named insured does not apply to "volunteer workers" or your injury or damage with respect to which an "employees" as a insured under this insurance is also an consequence of paragraph (1) insured under another policy or would be (a) above; or an insured under such policy but for its (c) "Property damage" to property: termination or upon the exhaustion of its limits of insurance. (i) Owned, occupied or used by, Newly Formed or Acquired (ii) Rented to, in the care, custody Organizations or control of, or over which Any organization you newly acquire or physical control is being exercised for any purpose by form, other than a partnership or joint venture, and over which you maintain you, any of your other "volunteer ownership or majority interest, will qualify workers", your "employees", any as a Named Insured if there is no other partner or member (if you are a similar insurance available to that partnership or joint venture) or any organization. However: member (if you are a limited (1) Coverage under this provision is liability company). afforded only until the 180th day after 3. Additional Insured - Mobile Equipment you acquire or form the organization or With respect to "mobile equipment" registered the end of the policy period, whichever in your name under any motor vehicle is earlier; and registration law, any person is an insured while (2) Coverage under this provision does driving such equipment along a public highway not apply to: with your permission. Any other person or (a) "Bodily injury" or "property organization responsible for the conduct of damage" that occurred; or such person is also an insured, but only with respect to liability arising out of the operation (b) "Personal and advertising injury" of the equipment, and only if no other arising out of an offense insurance of any kind is available to that committed before you acquired or person or organization for this liability. formed the organization. However, no person or organization is an Additional Insured —Volunteer Workers insured with respect to: Your "volunteer workers", but only while a. "Bodily injury" to a co -"employee" of the performing duties related to the conduct of person driving the equipment; or your business. b. "Property damage" to property owned by, (1) However, "volunteer workers„ are rented to, in the charge of or occupied by insureds forr:: you or the employer of any person who is an insured under this provision. (a) "Bodily injury", "property damage" No person or organization is an insured with or "personal and advertising respect to the conduct of any current or past injuryarising out of rendering or partnership, joint venture or limited liability the failure to render professional company that is not shown as a Named Insured in services. the Declarations. (b) "Bodily injury" or "personal and D. LIABILITY AND MEDICAL EXPENSES advertising injury": LIMITS OF INSURANCE (i) To you, to your partners or members (if you are a 1. The Limits of Insurance shown in the partnership or joint venture), Declarations and the rules below fix the most to your members (if you are a we will pay regardless of the number of: limited liability company), your a. Insureds; other "volunteer workers" or to "employees" b. Claims made or "suits" brought; or your arising out of and in the course of their c. Persons or organizations making claims or duties for you; bringing "suits". Page 12 of 20 Form SS 00 08 04 01 BUSINESS LIABILITY COVERAGE FORM 2. Aggregate Limits The most we will pay for: a. Injury or damages under the "products - completed operations hazard" arising from all "occurrences" during the policy period is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. All other injury or damages, including medical expenses, arising from all "occurrences" during the policy period 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 aggregate limit does not apply to "property damage" to premises rented to you arising out of fire, lightning or explosion. 3. Subject to item 2. above, 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. Subject to item 2. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. The most we will pay under Business Liability Coverage for damages because of "property damage" to premises rented to you, or in the case of fire, while rented to you or temporarily occupied by you with permission of the owner, is the Damage To Premises Rented To You Limit shown in the Declarations. 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 the three. If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in paragraph 3. above. The limits of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under the policy. 2. Duties in The Event of Occurrence, Offense, Claim or Suit a. You must see to it that we are notified promptly of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; and (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. This condition applies only when the "occurrence" or offense is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) A manager if you are a limited liability company; (4) An "executive officer" or insurance manager, if you are a corporation; or (5) Any elected or appointed official, if you are a political subdivision or public entity. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and Form SS 00 08 04 01 Page 13 of 20 BUSINESS LIABILITY COVERAGE FORM (2) Notify us as soon as practicable. You must see to it that we receive a written notice of the claim or "suit" as soon as practicable. But this condition will not be considered breached unless the breach occurs after such claim or "suit" is known to anyone listed in 2 .a. (1) through (5) above. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insureds will, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury' liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this coverage form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this coverage form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Unintentional Failure to Disclose Hazards It is agreed that based on our reliance on your representations as to existing hazards, if unintentionally you should fail to disclose all such hazards at the inception date of your policy, we shall not deny any coverage under this Coverage Form because of such failure. 7. Other Insurance - Primary Additional Insured If the written contract or agreement or permit requires this insurance to be primary for any person or organization with whom you agree to include in WHO IS AN INSURED, this Other Insurance Provision is applicable. If other valid and collectible insurance is available for a loss we cover under this Business Liability Coverage Form, our obligations are limited as follows: a. Primary Insurance This insurance is primary. We will not seek contributions from other insurance available to the person or organization with whom you agree to include in WHO IS AN INSURED, except when b. applies. b. Excess Insurance This insurance is excess over: (1) Any other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; Page 14 of 20 Form SS 00 08 04 01 BUSINESS LIABILITY COVERAGE FORM (b) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (2) Any other primary insurance available to you covering liability for damages arising out of the premises or operations for which you have been added as an additional insured by attachment of an endorsement. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. This provision provides such insurance as is afforded under this coverage form, but only with respect to your operations, "your work" or facilities owned or used by you. F. OPTIONAL COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Coverages also apply. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person or Organization WHO IS AN INSURED under Section C. is amended to include as an insured the person or organization shown in the Declarations, but only with respect to liability arising out of your operations or premises owned by or rented to you. 2. Additional Insured - Managers or Lessors of Premises a. WHO IS AN INSURED under Section C. is amended to include as an insured the person(s) or organization(s) shown in the Declarations; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations and subject to the following additional exclusions: b. Additional Exclusions This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or for that person or organization. 3. Additional Insured - Grantor of Franchise WHO IS AN INSURED under Section C. is amended to include as an insured the person(s) or organization(s) shown in the Declarations, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an insured the person(s) or organization(s) shown in the Declarations, but only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person(s) or organization(s). b. Additional Exclusions: This insurance does not apply: Form SS 00 08 04 01 Page 15 of 20 BUSINESS LIABILITY COVERAGE FORM (1) To any "occurrence" which takes place (a) "Bodily injury" or "property after the equipment lease expires; or damage" for which the vendor is (2) To "bodily injury" or "property damage" obligated to pay damages by arising out of the sole negligence of reason of the assumption of the lessor. liability in a contract or agreement. 5. Additional Insured - Owners or Other This exclusion does not apply to Interests From Whom Land Has Been liability for damages that the Leased vendor would have in the absence WHO IS AN INSURED under Section C. is of the contract or agreement; amended to include as an insured the person (b) Any express warranty or organization shown in the Declarations, but unauthorized by you; only with respect to liability arising out of the (c) Any physical or chemical change ownership, maintenance or use of that part of in the product made intentionally the land leased to you and shown in the by the vendor; Declarations and subject to the following (d) Repackaging, unless unpacked additional exclusion: solely for the purpose of This insurance does not apply to: inspection, demonstration, testing, a. Any "occurrence" that takes place after or the substitution of parts under you cease to lease that land; or instructions from the b. Structural alterations, new construction or manufacturer, and then demolition operations performed by or for repackaged in the original the person or organization shown in the container; Declarations. (e) Any failure to make such 6. Additional Insured - State or Political inspections, adjustments, tests or Subdivision - Permits servicing as the vendor has a. WHO IS AN INSURED under Section C. is agreed to make or normally undertakes to make in the usual amended to include as an insured the course of business, in connection state or political subdivision shown in the with the distribution or sale of the Declarations, but only with respect to products; operations performed by you or on your behalf for which the state or political (fl Demonstration, installation, subdivision has issued a permit. servicing or repair operations, b. Additional Exclusions except such operations performed at the vendor's premises in This insurance does not apply to: connection with the sale of the (1) "Bodily injury", "property damage" or product; "personal and advertising injury" (g) Products which, after distribution arising out of operations performed for or sale by you, have been labeled the state or political subdivision; or or relabeled or used as a (2) "Bodily injury" or "property damage" container, part or ingredient of any included in the "product -completed other thing or substance by or for operations" hazard. the vendor. 7. Additional Insured -Vendors (2) This insurance does not apply to any a. WHO IS AN INSURED under Section C. is insured person or organization, from amended to include as an insured the whom you have acquired such person(s) or organization(s) (referred to products, or any ingredient, part or below as vendor) shown in the container, entering into, accompanying Declarations, but only with respect to or containing such products. "bodily injury" or "property damage" arising (3) This Provision 7. does not apply to any out of "your products" which are distributed vendor included as an insured by an or sold in the regular course of the endorsement issued by us and made vendor's business. a part of this Coverage Form. b. Additional Exclusions (1) The insurance afforded the vendor does not apply to: Page 16 of 20 Form SS 00 08 04 01 BUSINESS LIABILITY COVERAGE FORM (4) This Provision 7. does not apply if "bodily injury' or "property damage" included within the "products -completed operations hazard" is excluded either by the provisions of this Coverage Form or by endorsement. 8. Additional Insured — Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an insured the person(s) or organization(s) shown in the Declarations but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees or Contractors — Scheduled Person or Organization. WHO IS AN INSURED under Section C. is amended to include as insured the person or organization shown in the Declarations, but only with respect to liability arising out of your ongoing operations performed for that insured. 10. Additional Insured — Co -Owner of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an insured the person(s) or Organization(s) shown in the Declarations, but only with respect to their liability as co-owner of the premises shown in the Declarations. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, informatior or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 4. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 5. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a suit on the merits according to the substantive law in such territory, or in a settlement we agree to. 6. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 7. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. Form SS 00 08 04 01 Page 17 of 20 BUSINESS LIABILITY COVERAGE FORM 8. "Hostile fire" means one which becomes un- controllable or breaks out from where it was intended to be. 9. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement: if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work'; or b. Your fulfilling the terms of the contract or agreement. 10. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of municipality in connection with work performed for a municipality) under which you assume the liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Paragraph f, does not include that part of any contract or agreement (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 11. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 12. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto'; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 13. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; Page 18 of 20 Form SS 00 08 04 01 BUSINESS LIABILITY COVERAGE FORM e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; Paragraphs (a), (b) and (c) above do not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 14. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 15. "Personal and advertising Injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person o, organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or (b) Any executive officer, director, stockholder, partner or member of the insured; and (2) Not directly or indirectly related to the employment, prospective employment or termination of employment of any person or persons by any insured. This paragraph h. does not apply in the States of Nebraska and Kansas. 16. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 17. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed orabandoned. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. "Your work" will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract has been completed. Form SS 00 08 04 01 Page 19 of 20 BUSINESS LIABILITY COVERAGE FORM (2) When all of the work to be done at the site has been completed if your contract calls for work at more than one site. (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. c. This hazard does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle created by the "loading or unloading" of it; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 18, "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. Computerized or electronically stored data, programs or software are not tangible property. 19. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which you must submit or do submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which you submit with our consent. 20. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 21. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 22. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 23. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of 'your work"; and (2) The providing of or failure to provide warnings or instructions. Page 20 of 20 Form SS 00 08 04 01