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Mintier Harnish - 2013 Agreement - Amendment No. 1First AMENDMENT TO Agreement For Services between the City and Mintier Harnish for Preparation of the New General Plan WHEREAS, the City of Gilroy, a municipal corporation ( "City "), and Mintier Harnish entered into that certain agreement entitled "Agreement For Services between the City and Mintier Harnish", effective on July 18th, 2013, hereinafter referred to as "Original Agreement "; and WHEREAS, City and Mintier Harnish have determined it is in their mutual interest to amend certain terms of the Original Agreement. NOW, THEREFORE, FOR VALUABLE CONSIDERATION, THE PARTIES AGREE AS FOLLOWS: 1. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT, A. Specific Services, of the Original Agreement shall be amended to read as follows: A. Specific Services CONSULTANT agrees to: Perform the services outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" (Scope of Services "), within the time periods described in Exhibit "C" (Milestone Schedule), as updated on June 4, 2015. 2. ARTICLE 4. COMPENSATION, A. Consideration of the Original Agreement shall be amended to read as follows: A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "), as amended by Exhibit "D1", Addendum to Exhibit "D" attached. In no event however shall the total compensation paid to CONSULTANT exceed $1,734,125.00. 3. This Amendment shall be effective on 13 Z0(57 4. Except as expressly modified herein, all of the provisions of the Original Agreement shall remain in full force and effect. In the case of any inconsistencies between the Original Agreement and this Amendment, the terms of this Amendment shall control. 5. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the dates set forth besides their signatures below. 4845- 8215 -55400 MDOLINGER104706083 CITY Y By: [sigWurel N. Thomas J. Haglund [employee name] City Administrator [pitleldepartment] Date: � 2 1 S Approved as to Form City Attorney 48458215 -55400 _2_ MDOLINGER104706083 1XIM111 IS Date: Principal (� \ [title] V ` 20 Lff 1 aF 2 Exhibit C - Gilroy General Plan Milestone Schedule (Updated June 4, 2015) Phase 4: Land Use Alternatives 5: Prepare the General Plan '�hase 5.1: Evaluate Existing General Plan and Develop Poricy Issue List Task 5.2: TAC Meeting #6 ��a�� ■��■�� TAC Packet Deadline Task 5.3: GPAC Meeting #10 GPAC Packet Deadline Task 5.4., City Council and Planning Commission Study Sessions T�ask 5.5: General Plan Structure and Contents Task 5.6: Administrative Draft General Plan Task 5.7: TAC Meeting #7 TAC Review Period Staff consolidation of TAC comments Prepare Preliminary Public Review Draft General Plan GPAC Packet Deadlines Task 5.9: City Council • Planing Commission Study Sessions : Task • • Review . Task 5.11: Newsletter #5: Draft General Plan Phase 6: Environmental Review Task 6.1: Initial Study/Notice of ?reparartion iTask 6.2: Scoping Meeting Task 6.3: Administrative Draft EIR Staff review Screencheck Draft 45-Day Review Period Task 6.5: Responses to Public Comments Task 6.6: Findings Task 6,7: Revised . I_ --_---_-----_.--_--_-_-lllllllllllllll■_------ Phase 7: Plan Adoption Task 7.1: Commumty*PenA4-j- Task 7.2: Flanning Commission Hearings (2) Task 7.3: City Council Hearings (2) Task-7.4: Final General Plan locuments Task 7.5: City Adoption Hearing Phase 6: Zoning Code Update Task Z:Lon1ng(-ocJeFormatanc1*j Task 8.3: Administrative Praft Zoning Code Task 8.4: Preliminary Draft Zoning Task 8.5: Public Review Draft Zoning Code Phase 9: Housing Element Update Phase 10: Economic Development Strategic Plan ,Phase 11: Infrastructure Master Flans Task 11.1: Infrastructure Master Plan: Water Task 11.2: Infrastructure Master Plan: Sewer System Task 11.3: Infrastructure Master Plan: Storm Drainage Task 11.4: Infrastructure Master Plan: Water Treatment Pla n and Recycled Water pa5e Exhibit C - Gilroy General Plan Milestone Schedule (Upda 2016 Status 18 Jan 25 -Jan 1 -Feb B -Feh 15 -Feb 22 -Feb 29-Feb 7 -Mar 14 -Mar 21 -Mar 28 -Mar 4 -Apr I1 -Apr 16 -Apr 25 -Apr 2 -May 9 -M11ay 16-M ay 23 -May 34 Mav &1 n Phase 1-. Proiect Initiation [o, W. Phase 2: Background Report Phase 3: Vision and Guiding Principles Phase 4: Land Use Alternatives Phase 5: Prepare the General Plan Task 5.1: Evaluate Existing General Plan and Develop Policy ls�ue List Task 5.2: TAC Meeting 96 TAC Packet Deadline Task 5.3: GPAC #10 Meeting ® -_ -- - _ - - -_- -_ - - -- ask �5.4., City yCouncil and Planning Commission Study Sessions Task 5.5: General Plan Structure and Contents Task 5.6: Administrative Draft General Plan Task 5.7: TAC Meeting #7 TAC Review Period Staff consolidation of TAC comments Prepare Preliminary Public Review Draft General Plan GPAC Packet Deadlines Council Task 5.9: City Planing Commission Study Sessions •D - 0 • '' - - - ---_I_-I--------------- Task 5,11: Newsletter #5 Draft General Plan-- Phase 6: Environmental Review Task 6.1: Initial Study/Notice of Preparartion Task 6.2: Scoping Meetin Task 6.3: Administrative Draft EIR Screencheck Draft Task 6.5; Nesponses to Public Comments Task 6.6: Findings of Fact and Statement of Overriding Considerations Task 6.7: Revised Draft Initial Study Checklist Task 7.1: Community Open House Task 7.2: Planning Commission Hearings (2) Task 7.3: City Council Hearings (2) Task 7.4: Final General Plan Documents Task 7.5: City Adoption Hearing �P��Cocle Update Task 8.1: Summary Matrix of Zoning Code Issues Task 8.2: Zoning Code Format and Outline Task 8.3: Administrative Draft Zoning Code Task 8.41: Preliminary Draft Zoning Code Task 8.5: Public Review Draft Zoning Code iihase 3: Housing Element Update Phase r Development -_ -_ -_ Phase 11: Infrastructure Master Plans _-_-_- _- __-- __-- _- _---- __- ___- Task 11.1: Infrastructure Master Plan: Water Task 11.2: Infrastructure Master Plan: Sewer System Task 11.3: Infrastructure Master Plan: Storm Drainage :Task 11.41: Infrastructure Master Plan: Water Treatment Plan and Recycled Water Exhibit D.1 Addendum to Exhibit "D" Payment Schedule The following are revisions to the compensation amounts shown in Exhibit "D" Payment Schedule in the Agreement for Services between CONSULTANT and CITY for preparation of the new Gilroy General Plan. Labor Subtotal Labor Total Project Management Direct Expenses TOTAL COST CONTINGENCY $1,335,712 $66,153 $1,401,865 $71,016 $20,644 Original Amount Revised No. Task Name Amount Added Amount Task 2.1 GIS Database and Project Base Maps $3,690 $2,450 $6,140 Task 2.2 Administrative Draft Background Report $103,498 $10,925 $114,423 Task 2.8 GPAC meeting no. 4 $2,920 $4,210 $7,130 Task 3.3 May 14 GPAC meeting $2,220 $5,383 $7,603 Task 4.1 Community Workshop No. 3 $28,200 $11,383 $39,583 Task 4.3 GPAC meetings nos. 6 and 7 $5,140 $8,419 $13,560 Task 4.5 Alternatives Evaluation $19,960 $18,000 $37,960 Task 9.6 Public Review Draft Housing Element $2,530 $5,383 $7,913 Labor Subtotal Labor Total Project Management Direct Expenses TOTAL COST CONTINGENCY $1,335,712 $66,153 $1,401,865 $71,016 $20,644 $91,660 $1,406,728 $86,797 $1,493,525 $227,315 0 $227,315 $1,634,043 $86,797 $1,720,840 $100,000 -- $86,797 $13,203 GRAND TOTAL $1,734,043 $1,734,043 JLAUR -1 OP ID: CC CERTIFICATE OF LIABILITY INSURANCE COVERAGES CERTIFICATE NUMBER: 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 DATE 05127 /2015 Y) 05/27/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Point West Insurance Assoc. 1111 Howe Ave 2nd Fir Ste #155 CONTACT NAME: PHONE FAX ac No Ext : A No]: E -MAIL ADDRESS: Sacramento, CA 95825 M Stuart Nelson INSURER (S) AFFORDING COVERAGE NAIC 9 INSURER A: Hartford Casualty Company 29424 A iiEN�6� PREMISES Ea occurrence INSURED Mintier Harnish LP INSURER B: Hartford Fire Insurance Co 19682 dba:Mintier Harnish 1415 20th Street INSURER C 57SBAEF2053 04/24/2015 04/24/2016 Sacramento, CA 95814 INSURER D: PERSONAL 8 ADV INJURY INSURER E: A X Hired /NOwned Auto INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR LTR TYPE OF INSURANCE DOL U POLICY NUMBER POLICY MMDD YYYY ) (MWDDfYY-YYI LIMITS GENERAL LIABILITY EACH OCCURRENCE S 2,000,000 A iiEN�6� PREMISES Ea occurrence S 1 +000 +000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR X 57SBAEF2053 04/24/2015 04/24/2016 MED EXP (Any one person) $ 10,00 PERSONAL 8 ADV INJURY S 2,000,000 A X Hired /NOwned Auto GENERAL AGGREGATE $ 4,000,00 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOP AGG S 4,000,000 X POLICY PRO- LoC jECT 1H/NO Auto $ 2,000,00 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT a accident $ BODILY INJURY (Per person) S ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) S PROPERTY ERTY DAMAGE $ NON -OWNED HIRED AUTOS AUTOS S UMBRELLA LIAB HOCCUR EACH OCCURRENCE S AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED I I RETENTIONS $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDEO'I I (Mandatory In NH) NIA 57WECNUS666 04/24/2015 0412412016 X WC STATU- CTH- El E L EACH ACCIDENT $ 1,000,000 E L DISEASE - EA EMPLOYEE $ 000,00 If yes, describe under DESCRIPTION OF OPERATIONS below E L DISEASE - POLICY LIMIT I S 1,000,00 I DESCRIPTION OF OPERATIONS) LOCATIONS (VEHICLES (Attach ACORD 101, Additional Remarks Schedule, N more spaee Ia required) Full Additional Insured listing -City of Gilroy, its officers, representatives, agents and employees. email to- Stan.Ketchum @ci.gilroy.ca.us SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Gilroy ACCORDANCE WITH THE POLICY PROVISIONS. Community Development Dept. Attn: Stan Ketchum AUTHORIZED REPRESENTATIVE 7351 Rosanna Street Gilroy, CA 95020 5 © 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD MINTIER- HARNISH 0424115 TO 6424116 POLICY M 5758AEF2053 it 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 Form SS 00 08 04 05 Page 1 of 24 0 2005, The Hartford "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. Ln Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And C1 Medical Expenses Definitions. �o 0 A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an C, INJURY, PROPERTY DAMAGE, PERSONAL occurrence" that takes place in the M AND ADVERTISING INJURY) "coverage territory"; Insuring Agreement (b) The "bodily injury" or "property damage" occurs during the policy N a. We will pay those sums that the insured period; and becomes legally obligated to pay as (c) Prior to the policy period, no insured Ln damages because of "bodily injury ", "property listed under Paragraph 1. of Section damage" or "personal and red and no i� advertising injury" to which this insurance e�Who e� � by You to applies. We will have the right and duty to or receive notice of an "occurrence" ce" � ® defend the insured against any "suit" or claim, knew that the "bodily injury, seeking those damages. However, we will or "property damage" had occurred, as have no duty to defend the insured against in whole or in part. If such a listed any suit seeking damages for bodily "property insured or authorized "employee" ° injury", damage" or "personal and knew, prior to the policy period, that advertising n' g jury" to which this insurance the "bodily injury" or "property i does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption i i� "occurrence" or offense and settle any claim "suit" of such "bodily injury" or "property or that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. a Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory' insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have !� No other obligation or liability to pay sums or occurred at the earliest time when any perform ads or services is covered unless insured listed under Paragraph 1. of Section a woc kly provided for under Coverage C. — Who Is An Insured or any "employee" Extension - Supplementary Payments. authorized by you to give or receive notice i b. This insurance applies: of an "occurrence" or claim: (1) To "bodily injury" and "property (1) Reports all, or any part, of the "bodily damage" only it injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 0 2005, The Hartford U BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or vernal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury" or "property damage "; or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x -ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency " "suit" Suit" we investigate or settle, or any suit medical technician or paramedic shall against an insured we defend: be deemed to be caused by an "occurrence", but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehicle to which Business Liability Coverage far "bodily injury" applies. We (b) You are not engaged in the do not have to fumish these bonds. business or occupation of providing such services. (3) The cost of appeal bonds or bonds to release attachments, but only for bond (2) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related ads or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one "occurrence". investigation or defense of the claim or "suit ", including actual loss of eamings 2. MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the "suit ". accident: (6) Prejudgment interest awarded against (1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent; or applicable limit of insurance, we will not pay any prejudgment interest based on (3) Because of your operations; that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the Emits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) 'Bodily injury", "property damage" or "personal and advertising inW that the insured would have in the absence of the contract or agreement; or Page 3 of 24 following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of o the defense of, that indemnitee, has also been assumed by the insured in c the same "insured contract'; CD (4) The allegations in the "suit" and the cc information we know about the c "occurrence" are such that no conflict w w appears to exist between the interests of the insured and the interest of the Ln N indemnitee; 0 „o, (5) The indemnitee and the insured ask ° us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: l� (i) Cooperate with us in the investigation, settlement or defense of the "suit "; (ii) Immediately send us copies of any demands, notices, summonses or legal papers ® received in connection with the "suit "; t® (iii) Notify any other insurer whose coverage is available to the indemntee; and aaE t� (iv) Cooperate with us with respect to coordinating other loon applicable insurance available to the indemnitee; and (b) Provides us with written i� authorization to: i! IQ Obtain records and other information related to the "suit "; and (ii) Conduct and control the defense of the indemnitee in such "suit". Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) 'Bodily injury", "property damage" or "personal and advertising inW that the insured would have in the absence of the contract or agreement; or Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of (1) above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract". the cost of, that party's defense f. Pollution has also been assumed in the same "insured contract ", and (1) "Bodily injury', "property damage" or "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of "pollutants ": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodily injury" if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol; or cool or dehumidify the building, or equipment that is used to (3) Any statute, ordinance or regulation heat water for personal use, by relating to the sale, gift, distribution or the building's occupants or their use of alcoholic beverages. gum; This exclusion apples only if you are in the (ii) *Bodily injury" or "property business of manufacturing, distributing, damage" for which you may be selling, serving or furnishing alcoholic held Gable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury" to: such premises, site or location is not and never was owned or (1) An "employee" of the insured arising occupied by, or rented or out of and in the course of loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 06 BUSINESS UABIUTY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor, (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a n treated, disposed of, or processed contractor or subcontractor, or c as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, o (ii) Any person or organization for smoke or fumes from a "hostile fire "; or o whom you may be legally responsible; (e) At or from any premises, site or M location on which any insured or any ° W (d) At or from any premises, site or contractors or subcontractors location on which any insured or working directly or indirectly on any Ul C4 any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to LO any insured's behalf are test for, monitor, clean up, remove, ° performing operations if the contain, treat, detox or neutralize, detoxify or pollutants" are brought or to in any way respond to, or assess the premises, site or location a tion in the effects of, "pollutants ". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the Insured or others test for, monitor, = escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, >i electrical, hydraulic or "pollutants "; or rim mechanical functions (b) Claim or suit by or on behalf of a �I necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, Leaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way t� store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants ". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because ® �- intentional discharge, dispersal of "property damage" that the insured !1 or release of the fuels, would have in the absence of such i lubricants or other operating request, demand, order or statutory or �t fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or 'suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 06 Page 6 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity or loaned to any insured. Use includes I. War operation and "loading or unloading ". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others "occurrence" (2) Warlike action by a military force, by that insured, if the which "bodily "property including action in hindering or caused the injury" or defending against an actual or damage" involved the ownership, maintenance, use or entrustment to others of expected attack, any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these. you own or rent; j. Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (6) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x -ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment "; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage ", whether removal or replacement or personal the other insurance is primary, excess, grooming; contingent or on any other basis. h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of "mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 00 08 04 05 CD 0 0 0 0 m a en 0 00 r Ln N O 0 Ln 0 MiN BUSINESS LIABILITY COVERAGE FORM (a) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fi ting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any; of Insurance applies to Damage To (a) Body piercing (not including ear Premises Rented To You as described in piercing); Section D. - limits Of Insurance. (b) Tattooing, including but not limited Paragraph (2) of this exclusion does not "your to the insertion of pigments into or apply If the premises are work" and under the skin; and were never occupied, rented or held for rental by you. (c) Similar services; Paragraphs (3) and (4) of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs (3) and (4) of this exclusion do Paragraphs (4) and (5) of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A. - Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included in the "Property damage" to: "products- completed operations hazard ". (1) Property you own, rent- or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, Including out of it or any part of it and included in the prevention of Injury to a person or "products- completed operations hazard ". damage to anther's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the "property damage" arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically which you or any contractors or injured, arising out of subcontractors working dkec tly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in 'your product" operations, if the "property damage" or "your work "; or arises out of those operations: or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to your product" or "your work" after it has been put to its intended use. Forth SS 00 08 04 05 Page 7 of 24 BUSINESS UABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work "; or content or service provider. (3) 'Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Uability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal ad committed anther's name or product in your e-mail by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your "; person's right of privacy created by "advertisement any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal ad; advertisement "; (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (T) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (Q Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 9 of 24 (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would (15) Arising out of discrimination or not have occurred in whole or in "; part but for the asbestos hazard humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, c Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the ° to access, or inability to manipulate effects of an "asbestos hazard "; or "electronic data ". (c) Arise out of any claim or suit for r. Employment- Related Practices damages because of testing for, CD m "Bodily injury" or "personal and advertising monitoring, cleaning up, removing, injury" to: encapsulating, containing, treating, W (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the r ,r, (a) Refusal to employ that person; effects of an "asbestos hazard ". o(b} Termination of that person's t. Violation Of Statutes That Govern E- o employment; or Mails, Fax, Phone Calls Or Other * (c) Employment - related practices, Methods Of Sending Material Or policies, ads or omissions, such as Information Now coercion, demotion, evaluation, "Bodily injury", "property damage ", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or � or discrimination directed at that, omission that violates or is alleged to person; or violate: low (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Ad (TCPA), including any amendment !� consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (Z) The CAN -SPAM Act of 2003, including � person at whom any of the employment - related practices any amendment of or addition to such � described in Paragraphs (a), (b), or (c) law; or above is directed. (3) Any statute, ordinance or regulation, _� taste This exclusion applies: other than the TCPA or CAN -SPAM Ad of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or : an employer or in any other capacity; distribution of material or information. � t and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s• Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard ". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss, costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS UABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products - Completed Operations Hazard Included with the "products- completed operations hazard ". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability, company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees ", other than either your "executive officers" (f you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-'employee- while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co- "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, 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). BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability, However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only If no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 b. Real Estate Manager Any person (other than your "employee" or o "volunteer worker"), or any organization while acting as your real estate manager. CD c. Temporary Custodians Of Your Property o Any person or organization having proper o temporary custody of your property if you a die, but only: w (1) With respect to liability arising out of the w maintenance or use of that property; and N (2) Until your legal representative has °o been appointed, LA d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. s tiC The insurance afforded herein for any subsidiary not shown in the Declarations Eas a named insured does not apply to C injury or damage with respect to which an rrrrrao insured under this insurance is also an ! insured under another policy or would be an insured under such policy but for its !i termination or upon the exhaustion of its ! limits of insurance. as 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of ! the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However. a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, and BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability, However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only If no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises in connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. —Optional Additional Insured Coverages. the vendor, or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of " bodiy injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only it this Coverage Part provides coverage for "bodily injury" or (I) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products- completed operations hazard ". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury ", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor, caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonshaWn, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container, Page 12 of 24 form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising o (2) With respect to the insurance afforded injury" arising out of operations o to these additional Insureds, this performed for the state or insurance does not apply to: municipality; or o (a) Any 'occurrence" which takes (b) "Bodily injury" or "property damage" o place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard ". o premises; or f. Any Other Party w (b) Structural alterations, new (1) Any other person or organization who Ln construction or demolition is not an insured under Paragraphs a. N Co operations performed by or on through e. above, but only with ,of, behalf of such person or respect to liability for "bodily injury", ° organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or I >� (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the ads or omissions of those acting injury", "property damage" or "personal on your behalf and advertising injury" caused, in whole (a) In the performance of your or in part, by your ads or omissions or ongoing operations; i the ads or omissions of those acting on (b) In connection with your premises s your behalf owned by or rented to you; or S (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard ", but w ongoing operations performed by only if you or on your behalf. (i) The written contrail or written s (2) With respect to the insurance afforded agreement requires you to I• to these additional insureds, the provide such coverage to = following additional exclusion applies: such additional insured: and This insurance does not apply to (ii) This Coverage Part provides i "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the 'products- failure to render any professional completed operations hazard ". i services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or — reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LABILITY 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 Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition In Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits ". 2. Aggregate Umits 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 Umit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Umit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Umit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Umits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 BUSINESS UABIUTY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit ", the most we will pay legal papers received In connection under this policy and the endorsements is the with the Gain or "suit "; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit ". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3. above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit "; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be N r4 Declarations, unless the policy period is extended liable to the insured because of injury c after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes 0 of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost ° E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own cost voluntarily make a payment, assume °' GENERAL CONDITIONS o any obligation, or incur any expense, other M 1. Bankruptcy than for first aid, without our consent Ln Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance N the Insured's estate will not relieve us of our If we cover a claim or "suit" under this °n obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured "suit" a. Notice Of Occurrence Or Offense must submit such claim or to the other insurer for defense and indemnity. s� You or any additional insured must see to However, this provision does not apply to � it that we are notified as soon as "occurrence" extent that you have agreed in a practicable of an or an : written contrail, written agreement or offense which may result in a claim. To permit that this insurance is primary and the extent possible, notice should Include: non - contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; � f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit Injured persons and witnesses; and Paragraphs a. and b. apply to you or to tlllt� (3) The nature and location of any injury any additional Insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is ssa "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; ate against any insured, you or any additional i (2) Any partner. K you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and 1111111 (4) Any "executive officer" or insurance 2 Notify us as soon as practicable. RON () p manager, if you or an additional You or any additional insured must see to insured is a corporation; A that we receive a written notice of the (5) Any trustee, if you or an additional _ claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 Oi 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no -fault or other coverage required by any motor vehicle law. We will provide the required Ilmits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To pin 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 terns 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 fimit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builders Risk, Installation Risk or similar coverage for "your work "; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner, (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner, (4) Aircraft Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Page 16 of 24 Fonrn SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 06 Page 17 of 24 (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of_ you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (Z) The total of all deductible and self - added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, d any, with M Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not o That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the o However, the following provisions Declarations of this Coverage Part o apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits wadditional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, ,j (a) Primary Insurance When each insurer contributes equal amounts C4 Required By Contract until it has paid its applicable limit of Ln This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. l� written agreement or permit that If any of the other insurance does not permit this Insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable fnitt of insurance to the total r below. applicable limits of insurance of all insurers. (b) Primary And Non - Contributory 8. Transfer Of Rights Of Recovery Against r� To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made its primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do eee; insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. I� If the insured has waived any rights of When this insurance is excess, we will any have no duty under this Coverage Part to organization for all or rt of any payment, r9 Pa Y P Y defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 06 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organizations) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the ads or omissions of those acting on your behalf: a. In the performance of ypur ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place alter you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Addttional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 09 04 05 BUSINESS LIABILITY COVERAGE FORM Fonn SS 00 08 04 05 Page 19 of 24 Insured – State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, Installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the w arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution ° (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed p or relabeled or used as a 0 operations" hazard. container, part or ingredient of any 0 7. Additional Insured – Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor, or o, w amended to include as an additional (h) "Bodily injury" or "property M insured the person(s) or organization(s) damage" arising out of the sole N (referred to below as vendor) shown in the negligence of the vendor for its ° Declarations as an Additional Insured - own acts or omissions or those of 0 Ln Vendor, but only with respect to "bodily its employees or anyone else o • injury" or "property damage" arising out of acting on its behalf. However, this tl� "your products" which are distributed or exclusion does not apply to: sold In the regular course of the vendor's (i) The exceptions contained in t� ,® business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or " (ii) Such inspections, a property damage" included within the "products- adjustments, tests or servicing completed operations hazard" vendor has agreed to b. The insurance afforded to the vendor is m e normally undertakes make e� subject to the followi additional exclusions: � to make in the usual course of a ® (1) This insurance does not apply to: business, In connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is Products• obligated to pay damages by (2) This insurance does not apply to any 1 reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such z� This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such eras of the contract or agreement; products. (b) Any express warranty 8. Additional Insured – Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the >� by the vendor, Declarations as an Additional Insured – (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of — demonstration, testing, or the a. Their financial control of you; or sutstithtion of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container Fonn SS 00 08 04 05 Page 19 of 24 r BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Lirrrits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine: operations for the additional insured(s); or (5) Newspaper; (2) In connection with "your worts" b. The Internet, but only that part of a web performed for that additional Insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard ", but sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily Injury" or widespread public distribution. "property damage" included within the However, "advertisement" does not include: "products- completed operations ". a. The design, printed material, information hazard or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property b. An interactive conversation between or damage" or "personal an advertising among persons through a computer network. injury" arising out of the rendering of, or the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement ". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semitrailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co -Owner Of Insured "mobile equipment ". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury: amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co -owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS UABIUTY COVERAGE FORM Form SS 00 08 04 05 Page 21 of 24 a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. Intemational waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work "; of travel or transportation between any or places included in a. above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you in the territory described in a. above; a. A contract for a lease of premises. However, that portion of the contract for a Ln (2) The activities of a person whose home lease of premises that indemnifies any to ko is in the territory described in a. person or organization for damage by fire, ° above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is 0 offenses that take place through the subject to the Damage To Premises a Internet or similar electronic means of Rented To You limit described in Section wcommunication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. Ln N damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, o possessions), Puerto Rico or Canada, in a including an easement or license • "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 rrai: settlement we agree to. feet of a railroad; 7. "Electronic data" means information, fads or d. Any obligation, as required by ordinance, r� programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a : CD -ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which Nor are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property 21"M z� 8. "Employee" Includes a "leased worker". damage" to a third person or organization, "Employee" does not include a "temporary provided the bodil y in' or "property "bodily worker. is caused, in whole or in part, by : you or by those acting on your behalf. ram 8. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any : charter, constitution, by -laws or any other contract or agreement. � similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any I� other than "your product" or "your work ", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road -beds, tunnel, a. It incorporates your product" or your work" underpass or crossing. that Is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous; or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS UABILITY COVERAGE FORM (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 fisted in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not Include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto "; b. While it is in or on an aircraft, watercraft or "auto "; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto ". 15. "Mobile equipment* means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self - propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self - propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self - propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos ": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cheery pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Page 22 of 24 Form SS 00 08 04 06 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 23 of 24 c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of: privacy; (1) The transportation of property, unless o f. Copying, in your "advertisement ", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned .� idea" or style of "advertisement "; or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or CD co any literary or artistic work, in your unloading" of that vehicle by any c "advertisement'; or insured; or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled Ln injury to the feelings or reputation of a equipment or abandoned or unused C4 natural person. materials. i°n 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means: ° thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be ,® reconditioned or reclaimed. deemed to occur at the time of the 19. "Products - completed operations hazard "; physical injury that caused it; or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or "your work" except: "occurrence" that caused it. 00 (1) Products that are still in your physical As used in this definition, "electronic data" is possession; or not tangible property. 2= (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which ram or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earnest of the following times. to which this Insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent; or more than one job site. b. Any other altemative dispute resolution (c) When that part of the work done at proceeding in which such damages are _ t a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor fumished to you to substitute for a permanent — working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee "; Form SS 00 08 04 05 Page 23 of 24 5 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product ": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work ": a. Means: (1) Worts 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 worts "; and (2) The providing of or failure to provide warnings or instructions. Page 24 of 24 Form SS 00 08 04 06