Exhibit 1: Agreement — Alameda City Council, December 19, 2023

SERVICE PROVIDER AGREEMENT
T
his SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this ____ day of _________ 2023 (“Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and 3Di, Inc., a California corporation, whose address is 3 Pointe Dr., Suite 307, Brea, CA 92821 (“Provider”), in reference to the following facts and circumstances:

RECITALS
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. The City is in need of the following services: Ongoing databas e maintenance for the Alameda Rent Program’s Online Rent Registry. Consistent with administrative procureme nt regulations, the City Attorney has determined it is unnecessary to follow the City’s administrative selection procedures in awarding this Agreement to Provider, gi ven that the Alameda Rent Program has experienced satisfactory services from Provider at a reasonable cost for over four years.

C. Provider originally contracted with the Housing Authority of th e City of Alameda (“Housing Authority”) on April 5, 2019 when the Alameda Rent Program was operated by the Housing Authority (the “Prior Agreement”). The Prior Agreement was amended on June 10, 2021, to extend its term to December 31, 2021. On January 1, 2022, the Prior Agreement was amended to extend its term until December 31, 2022. On September 19, 2 022, the Prior Agreement was assigned to and assumed by the City as part of the transition o f the Alameda Rent Program from the Housing Authority to the City. As part of that assignment and assumption, the Prior Agreement’s term was further extended to December 31, 2023.

D. Provider possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.

E. The Prior Agreement will expire on December 31, 2023. A new ag reement between the City and Provider is required to continue services for the Online Rent Registry.

F. The City Council authorized the City Attorney to execute this agreement on December 19, 2023.

G. The City and Provider desire to enter into an agreement for ongoing database maintenance of the Alameda Rent Program’s Online Rent Registry, upon the terms and conditions herein.

AGREEMENT
NOW, THEREFORE, in consideration of the forgoing, which are inc orporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:

Exhibit 1

1. TERM:

The term of this Agreement shall commence on the 1st day of Jan uary 2024, and shall terminate on the 31st day of December 2028, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED:

Provider agrees to do all necessary work at its own cost and ex pense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit A as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.

3. COMPENSATION TO PROVIDER:
a. Provider shall annually submit to the City an invoice for the t otal amount of work done the previous year, by no later than seven (7) days followi ng the end of the calendar year.

Pricing and accounting of charges are to be according to the fee schedule as set forth in Exhibit B and incorporated herein by this reference. Extra work must be approved in writing by the City Attorney or their designee prior to performance and shall be paid on a Time and Material basis as set forth in Exhibit B.
b. Compensation for this contract shall not exceed $50,000 per yea r, for a total five- year compensation not to exceed $250,000. Use of contingency shall be for items of work outside the original scope and requires prior written authorization by the City.

4. TIME IS OF THE ESSENCE:

Provider and the City agree that time is of the essence regardi ng the performance of this Agreement.

5. STANDARD OF CARE:

Provider agrees to perform all services hereunder in a manner c ommensurate with the prevailing standards of like professionals or service providers, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qua lified and experienced personnel who are not employed by the City.

6. INDEPENDENT PARTIES:

Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Provider ’s services. None of the benefits provided by the City to its employees, including but not limite d to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an em ployer-employee relationship from any compensation due to Provider. Payments of the above i t e m s , i f r e q u i r e d , a r e t h e responsibility of Provider.

7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Provider assumes any and all responsibility for verifying the i dentity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.

8. NON-DISCRIMINATION:

Consistent with the City ’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City emp loyee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, di sability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.

9. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemni fy, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney ’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Provider’s performance of its obligations under this Agreement or out of the operations conducted by Provider even if the City is found to h ave been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or wi llful misconduct on the part of Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider.

Provider shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful miscond uct of the City. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. b. As to Claims for professional liability only, Provider’s obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8. c. Provider’s obligation to indemnify, defend and hold harmless In demnities shall expressly survive the expiration or early termination of this Agreement.

10. INSURANCE:
a. On or before the commencement of the terms of this Agreement , Provider shall furnish the City ’s Risk Manager with certificates showing the type, amount, class of operation s covered, effective dates and dates of expiration of insurance coverage in compliance with Sections

10.b. (1) through (5). The Certificate Holder should be The Ci ty of Alameda, 2263 Santa Clara,

Ave., Alameda, CA 94501. Such certificates, which do not limit Provider’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate b e canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days ’ advance written notice to the City of Alameda. Attention: Risk Manager.” Provider shall maintain in force at all times during the perfor mance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall deliver updated insurance certificates to the City at the address described in Section 17.f. prior to the expiration of the existing insura nce certificate for the duration of the term of Agreement. Endorsements naming the City, its City Coun cil, boards, commissions, officials, employees, agents, and volunteers as additional insu red shall be submitted with the insurance certificates.
_____________
Provider Initials
b. COVERAGE REQUIREMENTS:

Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers ’ Compensation:

Statutory coverage as required by the State of California, as w ell as a Waiver of Subrogation (Rights of Recovery) endorsement. (2) Liability:

Commercial general liability coverage in the following minimum limits:

Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4 ,000,000 will be considered equivalent to the required minimum limits shown above. Provider shall also submit declarations and policy endorsements pages. Additi onal Insured Endorsement naming the City, its City Council, boards, commissi ons, officials, employees, agents, and volunteers is required. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.

(3) Automotive:

Comprehensive automobile liability coverage (any auto) in the f ollowing minimum limits:

Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required.

(4) Professional Liability:

Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider ’s profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology-based, in the following minimum limits:
$2,000,000 each claim

Technology professional liability errors and omissions shall in clude, or be endorsed to include, property damage liability coverage for dam age to, alteration of, loss of, or destruction of electronic data and/or informati on “property” of the City in the ca re, custody, or control of Provider. If not covered under Provi der’s liability policy, such “property” coverage of the City may be endorsed onto Provider’s Cyber Liability Policy as covered property as follows: cyber l iability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Provider.

(5) Cyber Liability:

Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Provider in this Agreement and shall inclu de, but not be limited to, claims involving infringement of intellectual prope rty, copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private in formation, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations with the following minimum limits:
$2,000,000 per occurrence or claim.

As to commercial general liability and automobile liability in surance, such insurance will provide that it constitutes primary insurance with respect to c laims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim

is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.
c. SUBROGATION WAIVER:

Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider ag rees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogat ion in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. FAILURE TO SECURE:

If Provider at any time during the term hereof should fail to s ecure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:

The City, its City Council, boards, commissions, officials, emp loyees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be e ntitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional i nsured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

Additional Insured coverage under Provider’s policy shall be primary and non -contributory and will not seek contribution from the City’s insurance or self -insurance. Any available insurance proceeds broader than or in excess of the specified minimum ins urance coverage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:

The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider ’s insurance broker to determine adequate coverage for Provider. The cove rage and limits shall be (1) th e minimum coverage and limits specified in this Agreement; or (2) the broader coverage and ma ximum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:

If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder,

shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted.

11. CONFLICT OF INTEREST:

Provider warrants that it is not a conflict of interest for Pr ovider to perform the services required by this Agreement. Provider may be required to fill o ut a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law o r otherwise, without prior written consent of the City Attorney. Provider shall submit a written request for consent to transfer to the City Attorney at least thirty (30) days in advance of the desir ed transfer. The City Attorney or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any a ssignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent. b. The sale, assignment, transfer or other disposition of any of t he issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement.

Control means fifty percent or more of the voting power of Provider.

13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub-providers including the names of the sub- providers and the reasons for the request to the City Attorney at least five (5) days in advance. The City Attorney may consent or reject such requests in their sole and absolute discretion. b. Each sub-provider shall be required to furnish proof of workers ’ compensation insurance and shall also be requi red to carry general, automobi le and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub-providers s hall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.

14. PERMITS AND LICENSES:

Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder.

15. REPORTS:
a. Each and every report, draft, work product, map, record and oth er document produced, prepared or caused to be prepared by Provider pursuan t to or in connection with this Agreement shall be the exclusive property of the City.
b. Provider shall not publicize, disclose, share, communicate or transmit, or permit the publicizing, disclosure, sharing, communication or transmission of any information, data, or materials, including audio or video materials, the Provider receives, generates, compiles, produces, assembles or obtains pursuant to this Agreement, without prior written approval from the City Attorney or designee. Provider’s breach of this provision, including any unintentional breach, shall constitute a material breach of the Agreement and Provider shal l 1) immediately inform the City of any such breach; 2) take all necessary actions to retract an d remove any such breach; 3) indemnify and hold-harmless the City of any loss or damages, in cluding reputational damages; and 4) reimburse the City for all costs and attorney’s fees expended by the City to cure and remedy any such breach, including curing, remedying and reimbursing th e City for any and all loss or damages, including reputation loss and damages, as a result of such breach. This provision is an essential and nonwaivable provision of any agreement between th e Provider and the City, accordingly this provision shall override any other contrary ag reement between the City and Provider.
c.

16. RECORDS:
a. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s performance under the Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the C ity that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow insp ection of all proceedings and activities related to this Agreement. Such Records, together w ith supporting documents, shall be kept separate from other documents and records and shall be mai ntained by Provider for a period of three (3) years after receipt of final payment.
c. If supplemental examination or audit of the Records is necessar y due to concerns raised by the City ’s preliminary examination or audit of records, and the City ’s supplemental examination or audit of the records discloses a failure to adhe re to appropriate internal financial

controls, or other breach of this Agreement or failure to act i n good faith, then Provider shall reimburse the City for all reasonable costs and expenses associ ated with the supplemental examination or audit.

17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or wi th delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earlie r to occur of: (x) actual delivery or the date on which delivery is refused; or (y ) three (3) days after notice is deposited in the U.S. mail or with a courier service in the man ner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:

City of Alameda
Alameda Rent Program
950 W. Mall Square, Room 172
Alameda, CA 94501
ATTENTION: Bill Chapin
Ph: (510) 747-7520 / Email: [email protected]
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:
3Di, Inc.

Attn: Mihir Desai
3 Pointe Dr. Suite 307
Brea, CA 92821
f. All updated insurance certificates from Provider to the City shall be addressed to the City at:

City of Alameda
Alameda Rent Program
950 W. Mall Square, Room 172
Alameda, CA 94501
ATTENTION: Bill Chapin
Ph: (510) 747-7520 / Email: [email protected]

18. SAFETY:
a. Provider will be solely and completely responsible for conditio ns of all vehicles owned or operated by Provider, including the safety of all pers ons and property during performance of the services and tasks under this Agreement. Th is requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all safety provisions in conformance with U.S. Department of La bor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements will be followed. Provider’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occ urs in connection with the performance of this Agreement. Provider will promptly submit t o the City a written report of all incidents that occur in connection with this Agreement. This r eport must include the following information: (i) name and address of injured or deceased person (s); (ii) name and address of Provider’s employee(s) involved in the incident; (iii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement. If such default is not cured within ten (10 ) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obl igation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.

20. ATTORNEYS’ FEES:

In the event of any litigation, including administrative procee dings, relating to this Agreement, including but not limited to any action or suit by a ny party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.

21. HEALTH AND SAFETY REQUIREMENTS.

Provider acknowledges that the City shall have the right to imp ose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.

22. COMPLIANCE WITH ALL APPLICABLE LAWS:

During the term of this Agreement, Provider shall keep fully in formed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any j urisdiction or authority over the same. Provider shall comply with all applicable laws, state an d federal and all ordinances, rules and regulations enacted or issued by the City.

23. CONFLICT OF LAW:

This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the par ties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisd iction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.

24. WAIVER:

A waiver by the City of any breach of any term, covenant, or co ndition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

25. INTEGRATED CONTRACT:

Subject to the language of Section 30, the Recitals and exhibit s are a material part of this Agreement and are expressly incorporated herein. This Agreemen t represents the full and complete understanding of every kind or nature whatsoever betwe en the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or n ature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.

26. CAPTIONS:

The captions in this Agreement are for convenience only, are no t a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

27. COUNTERPARTS:

This Agreement may be executed in any number of counterparts (i ncluding by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

28. SIGNATORY:

By signing this Agreement, signatory warrants and represents th at they executed this Agreement in their authorized capacity and that by their signat ure on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.

29. CONTROLLING AGREEMENT:

In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.
3Di, Inc. CITY OF ALAMEDA
A California Corporation a municipal corporation
Mihir Desai Yibin Shen
C.O.O. & C.F.O. City Attorney
APPROVED AS TO FORM:

City Attorney
Douglas W. McManaway
Deputy City Attorney

Exhibit A – Services to be Performed
SOFTWARE AS A SERVICE (SaaS) SUBSCRIPTION INITIAL/RENEWAL AGREEMENT SUMMARY Contract Date:

January 1, 2024
Subscription Renewal Date:

Company:
3Di, Inc.
3 Pointe Drive, Suite 307
Brea, CA 92821
Company Contact:

Don Christoff, Director
[email protected]
724.866.6646
Customer:

City of Alameda
2263 Santa Clara Avenue
Alameda, CA 94501
Customer Contact:

Bill Chapin, Director
[email protected]
510-747-7521
Software as a Service Subscription Products: 3Di Engage Platform, rent registry and rent stabilization solutions.

Subscription Fees: Customer will pay $30,000 annually in year 1, payable annually, subject to the terms of Section 4 herein.

Pricing details, including renewal year rates, are located in Exhibit A
.

Number of Genie Hours support per month: 10
The Genie Hours support hours may not be carried over from one month to the next.

Initial Subscription Term: This Agreement’s Term
is 1 year, beginning January 1, 2024, and ending on
December 31, 2024, unless this Agreement ends
sooner according to the terms elsewhere in this
document.

Renewal Subscription Term:Upon expiration of the
initial subscription term of this Agreement, Customer
shall have the ability to renew the term of the
Agreement for up to and including 4 successive
additional terms of one year each on terms and
conditions mutually agreed upon by Customer and
Company.

Subscription Service Capacity: Up to 20,000 registered units annually.

Conditions:
x Subscription costs are applicable from January 1, 2024. x Annual payments for subscriptions are preferred but monthly payments can be accommodated upon request.

Subscriptions are billed at the time of contract execution. Implementation costs are billed upon completion of the implementation.
x Customization beyond the 10 Genie Hours in any given monthly period will be charged on a T&M basis. x The customer will provide access to the web services for connecting to their ESRI instance if required. x The customer will make available necessary resources for requirements gathering, testing, deployment, and training as required by the project plan.
x 3Di’s Engage solutions will provide cloud-based data archival, depending on which option the customer decides to purchase. As long as the subscription is active, 3Di will continue the storage. The customer will have anytime access to their data and they have the ability and right to download the data for other storage/usage options. x Any costs related to sending text message notifications are not included.

3Di Inc. Service Level Terms
The Services shall be available 99.9%, measured monthly, excluding scheduled maintenance.

If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, an y downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, Company will credit Customer 5% of Service fees for each period of 60 or more consecutive minutes of downtime ; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking pla ce, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of down time, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failur e of Company to provide adequate service levels under this Agreement.

SUPPORT SERVICES
Company will provide remote (via WebEx, email, and telephone as necessary) technical support for our services on a business day basis. Business day is defi ned as 8:00 AM through 5:00 PM Central Time zone, excluding federal holidays and weekends (“Support Hours”).

Company will provide an online tool such as “Zoho” for issue ma nagement to support services covered in the scope for this agreement. Management and tracki ng of the issues will be done using this tool.

Customer will report the issue via email, telephone or by loggi n g t h e i s s u e i n t h e i s s u e managements system. If the issue is logged via email or telephone, the Company shall enter the same into the issue management system.

All the stakeholders who have access to the issue management system will be able to get status of the issues anytime.

Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

Company provides two types of support services: Maintenance, Operations, and Support (MOS) and “Genie Hours”.

Maintenance, Operations, and Support (MOS) is defined as the following:

3Di’s Maintenance, Operations & Support (MOS) Program is a comprehensive support program that gives customers maximum flexibility and highest level of support for applications developed by 3Di.
x Maintenance
o System Software Updates, Bug Fixes, and Patches
o Coordinate Release Management and Version Control with the customer o Routine system and application log maintenance to ensure system performance and problem resolution
x Operation
o Systems, application monitoring, and customer notification of errors, downtime, security breach, or issues that affect the System
o System and application tuning for optimal performance o System Security Monitoring & Notification (Unauthorized use, intrusion or data compromise)
o System Recovery from errors and/or downtime
x Support
o Support Request Management
Phone Support: M-F (Except Holidays) 0800-1700 hours
Email Support: 24 hours
o Web/Mobile Accessible Service Ticket Status
o Monthly Status Report for Maintenance, Operations and Support o SLA Based

SUPPORT SLA
Severity Impact Examples Max Response Time
1 – High Unable to perform core
functionality in
production system and
no workarounds exist
System unavailable; users
unable to login
4 business hours
2- Medium Unable to perform core
functionality in
production system but
workarounds available.

Intakes working but
integration with the other
system down due to
network issues.
12 business hours
3 -L o w Unable to perform non-
essential functionality in
production system;
maintenance tasks;
enhancement requests
Typographical errors, label
changes, Screen Display
issues, etc.
24 business hours

4 – Planned Modify and existing
feature or add a new
feature
Make Changes to UI,
Change Configuration for
workflow, New report
Depending on scope of work.

With approval of the customer.
“Genie Hours” Support is defined as the following:
x Flexible Support (Genie Hours) including:
o User Interface (UI) Changes
o Technical support
o Workflow Changes
o Systems integration
o Reports and Analytics support
o System configuration changes (e.g. role management, identity management) x Genie Hours Support is limited to 10 Genie hours/month. x Genie hours may not be rolled over from month to month.

Amazon Web Services Terms and Customer Agreement
Amazon Web Services (AWS) Service Terms: https://aws.amazon.com/service-terms/ Amazon Web Services (AWS) Customer Agreement: https://aws.amazon.com/agreement/

EXHIBIT B – Compensation to Provider
>*&7 >*&7 >*&7 >*&7 >*&7
&SSZFQ8ZGXHWNUYNTSX.SHQZINSL4SLTNSL2FNSYJSFSHJ4UJWFYNTS 8ZUUTWY
8FF8
8ZGXHWNUYNTSKTW
7JSY7JLNXYW^

8ZGXHWNUYNTS
&IINYNTSKTW7JSY
8YFGNQN_FYNTS

9TYFQ8FF8
8ZGXHWNUYNTS
(TXYX

'ZILJYKTW&IINYNTSFQ<TWPFX7JVZJXYJIFSI&UUWT[JIG^YMJ(NY^ &IINYNTSFQ<TWP
FX7JVZJXYJIFSI
&UUWT[JIG^YMJ
(NY^

2&=.2:2
949&1
(4898

07/27/2023
CSIS Insurance Services
3315 Old Conejo Road
Thousand Oaks CA 91320
CSIS Insurance Services Inc
(888) 501-2747 (805) 446-4881
[email protected]
3di Inc
3 Pointe Dr. Ste 307
Brea CA 92821
Sentinel Insurance Company, LTD 11000
Hartford Accident and Indemnity Company 22357
Hartford Casualty Insurance Company 29424
Hiscox Insurance Company 10200
Master Cert A CA 8/2023
A Y Y 72SBATU9561 08/03/2023 08/03/2024
1,000,000
1,000,000
10,000
1,000,000
2,000,000
2,000,000
B Y Y 72UECZD5366 08/03/2023 08/03/2024
1,000,000 CSL
Uninsured Motorist 1,000,000
A
10,000
N N 72SBATU9561 08/03/2023 08/03/2024
4,000,000
4,000,000
Auto/Liability/Work Com Underlying
C Y Y 72WECAM7FEE 08/03/2023 08/03/2024
1,000,000
1,000,000
1,000,000
D
Crime Insurance
N N UC2503385.22 12/22/2022 12/22/2023 See Attached $2,000,000 City of Alameda and Housing Authority of the City of Alameda, its Board of Commissioners, officers, employees and volunteers are added as additional insured as required by written contract in respects to General Liability and Auto Liability, per attached. The General Liability policy evidenced herein is Primary & Non-Contributory where required by written contract with the named insured. A Waiver of Subrogation is granted in favor of the additional insured with respects to General Liability, Auto Liability and Workers' Compensation in accordance with the policy's provisions, per attached. Umbrella Policy follows form of the General Liability, Auto Liability, and Workers' Compensation coverages.

City of Alameda
2263 Santa Clara Avenue
Alameda CA 94501

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A :

NAIC #
NAME:

CONTACT
(A/C, No):

FAX
E-MAIL
ADDRESS:

PRODUCER
(A/C, No, Ext):

PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

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.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD

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. $
$
$
$PROPERTY DAMAGE

BODILY INJURY
(Per accident)
BODILY INJURY (Per person)

COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOSAUTOS ONLY

NON-OWNED

SCHEDULEDOWNED

ANY AUTO

AUTOMOBILE LIABILITY
Y / N

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-

STATUTE
PER

LIMITS(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY)

POLICY EFF

POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR

CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE

DAMAGE TO RENTED
$PREMISES (Ea occurrence)

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PRO-

JECT LOC

CERTIFICATE OF LIABILITY INSURANCE

DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
0,-,$

Technology Svc Cov Ltd TECHL

BIEXE BIEXE
100,000
Data Brch Respns Exp Lmt DBRES
500,000 1,000
Cyberflex Liab Exclusion XCYBR

XTHRT XTHRT
100,000
Policy Fee POLFE
Data Breach Defense Liab DBDEF
1,000,000 1,000
Uninsured motorist combined single limit UMCSL
1,000,000
Umbrella(C) CUMBR
$0.00
Deductible Mod Factor DEDFC
1,000 -$12.00
Assessment Fund ASMNT
$1.00

ADDITIONAL COVERAGES
Ref # Description Edition DateForm No.Coverage Code
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date
Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Copyright 2001, AMS Services, Inc.OFADTLCV

Increased employer's liability INEL
$1.00
Increased employer's liability INEL
$2.00
Merit Surcharge MERIT
-$6.00

UEBTF UEBTF
Deductible Mod Factor DEDFC
1,000 -$5.00
Merit Surcharge MERIT
-$15.00

UEBTF UEBTF
$4.00
Identity Fraud FRAUD
$13.00
Increased employer's liability INEL
$2.00
Increased employer's liability INEL
$2.00
Increased employer's liability INEL
$3.00

Deductible Mod Factor DEDFC
1,000 -$4.00
Increased employer's liability INEL
$193.00
Increased employer's liability INEL
$1.00
Increased employer's liability INEL
$1.00
Deductible Mod Factor DEDFC
1,000 -$4.00

LECF LECF
$20.00
Medical Provider Credit MEDPR
-$4.00
Schedule rate adjustment SRA
-$40.00

SIBT SIBT
$39.00

OSHF OSHF
$19.00
Waiver of Subrogation WVSUB
$250.00

Deductible Mod Factor DEDFC
1,000 -$5.00
Assessment Fund ASMNT
$5.00
Second Injury Fund 2NDIN
Assessment Fund ASMNT
$71.00
Increased employer's liability INEL
$1.00
Deductible Mod Factor DEDFC
1,000 -$12.00
Surcharges SURC
$3.00
Increased employer's liability INEL
$2.00
Expense constant EXCNT
$260.00
Extended Broad Form EXBRD
$31.00
Territory Differential Prem 1 TDP01
-$24.00

&6,6,QVXUDQFH6HUYLFHV
2OG&RQHMR5RDG
7KRXVDQG2DNV &$

.DUL.XEDQHW

NDUL#FVLVRQOLQHFRP
',,QF
3RLQWH'ULYH6WH
%UHD &$

&UXP )RUVWHU6SHFLDOW\,QVXUDQFH&RPSDQ\
0DVWHU&HUW%
$ 7(2

1HWZRUN6HFXULW\
3ULYDF\/LDELOLW\

$
&\EHU/LDELOLW\
7(2
6HH$WWDFKHG
3OHDVHVHHWKHILUVWSDJHIRUDGGLWLRQDOSROLF\FHUWLILFDWHKROGHUDGGLWLRQDOLQVXUHGLQIRUPDWLRQDQGWKHDWWDFKHGIRUDGGLWLRQDOIRUPVDVDSSOLFDEOHWR\RXU UHTXHVW
6+28/'$1<2)7+($%29('(6&5,%('32/,&,(6%(&$1&(//('%()25( 7+((;3,5$7,21'$7(7+(5(2) 127,&(:,//%('(/,9(5(',1 $&&25'$1&(:,7+7+(32/,&<3529,6,216
,1685(5
6 $))25',1*&29(5$*(
,1685(5)

,1685(5(

,1685(5'

,1685(5&

,1685(5%

,1685(5$

1$,&
1$0(

&217$&7

$&1R

)$;
(0$,/
$''5(66

352'8&(5

$&1R([W

3+21(
,1685('
5(9,6,21180%(5
&(57,),&$7(180%(5
&29(5$*(6
,03257$17
,IWKHFHUWLILFDWHKROGHULVDQ$'',7,21$/,1685('WKHSROLF\ LHV
PXVWKDYH$'',7,21$/,1685('SURYLVLRQVRUEHHQGRUVHG ,I68%52*$7,21,6:$,9('VXEMHFWWRWKHWHUPVDQGFRQGLWLRQVRIWKHSROLF\FHUWDLQSROLFLHVPD\UHTXLUHDQHQGRUVHPHQW$VWDWHPHQWRQ WKLVFHUWLILFDWHGRHVQRWFRQIHUULJKWVWRWKHFHUWLILFDWHKROGHULQOLHXRIVXFKHQGRUVHPHQW V

7+,6&(57,),&$7(,6,668('$6$0$77(52),1)250$7,2121/<$1'&21)(56125,*+7683217+(&(57,),&$7(+2/'(57+,6 &(57,),&$7('2(6127$)),50$7,9(/<251(*$7,9(/<$0(1'(;7(1'25$/7(57+(&29(5$*($))25'('%<7+(32/,&,(6 %(/2:7+,6&(57,),&$7(2),1685$1&('2(6127&2167,787($&2175$&7%(7:((17+(,668,1*,1685(5 6 $87+25,=('
5(35(6(17$7,9(25352'8&(5$1'7+(&(57,),&$7(+2/'(5 27+(5

3HUDFFLGHQW

(DDFFLGHQW

1$
68%5
:9'
$''/
,16'
7+,6,672&(57,)<7+$77+(32/,&,(62),1685$1&(/,67('%(/2:+$9(%((1,668('727+(,1685('1$0('$%29()257+(32/,&<3(5,2' ,1',&$7('127:,7+67$1',1*$1<5(48,5(0(17 7(5025&21',7,212)$1<&2175$&72527+(5'2&80(17:,7+5(63(&772:+,&+7+,6 &(57,),&$7(0$<%(,668('250$<3(57$,17+(,1685$1&($))25'('%<7+(32/,&,(6'(6&5,%('+(5(,1,668%-(&772$//7+(7(506 (;&/86,216$1'&21',7,2162)68&+32/,&,(6/,0,766+2:10$<+$9(%((15('8&('%<3$,'&/$,06

3523(57<'$0$*(
%2',/<,1-85<

3HUDFFLGHQW

%2',/<,1-85<
3HUSHUVRQ

&20%,1('6,1*/(/,0,7
$872621/<
$8726$872621/<
1212:1('
6&+('8/('2:1('
$1<$872
$87202%,/(/,$%,/,7<
<1
:25.(56&203(16$7,21
$1'(03/2<(56
/,$%,/,7<
2)),&(50(0%(5(;&/8'('"

0DQGDWRU\LQ1+

'(6&5,37,212)23(5$7,216EHORZ
,I\HVGHVFULEHXQGHU
$1<35235,(7253$571(5(;(&87,9(

(/',6($6(32/,&</,0,7
(/',6($6(($(03/2<((
(/($&+$&&,'(17
(
5 27+
67$787(
3(5
/,0,76
00''<<<<

32/,&<(;3

00''<<<<

32/,&<())
32/,&<180%(57<3(2),1685$1&(/75
,165
'(6&5,37,212)23(5$7,216/2&$7,2169(+,&/(6
$&25'$GGLWLRQDO5HPDUNV6FKHGXOHPD\EHDWWDFKHGLIPRUHVSDFHLVUHTXLUHG

(;&(66/,$%
80%5(//$/,$% ($&+2&&855(1&(
$**5(*$7(

2&&85
&/$,060$'(
'(' 5(7(17,21
352'8&76&20323$**
*(1(5$/$**5(*$7(
3(5621$/ $'9,1-85<
0('(;3
$Q\RQHSHUVRQ

($&+2&&855(1&(
'$0$*(725(17('
35(0,6(6
(DRFFXUUHQFH

&200(5&,$/*(1(5$//,$%,/,7<
&/$,060$'( 2&&8 5
*(1
/$**5(*$7(/,0,7$33/,(63(5

32/,&< 352
-(&7 /2&
&(57,),&$7(2)/,$%,/,7<,1685$1&(
'$7(
00''<<<<

&$1&(//$7,21
$87+25,=('5(35(6(17$7,9(
$&25'

$&25'&25325$7,21$OOULJKWVUHVHUYHG
&(57,),&$7(+2/'(5
7KH$&25'QDPHDQGORJRDUHUHJLVWHUHGPDUNVRI$&25'
+,5('
$872621/<

Form SS 00 08 04 05

QUICK REFERENCE

BUSINESS LIABILITY COVERAGE FORM

READ YOUR POLICY CAREFULLY
BUSINESS LIABILITY COVERAGE FORM Beginning on Page
A. COVERAGES 1
Business Liability 1
Medical Expenses 2
Coverage Extension - Supplementary Payments 2
B. EXCLUSIONS 3
C. WHO IS AN INSURED 10
D. LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE 14
E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15

1. Bankruptcy 15

2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15

3. Financial Responsibility Laws 16

4. Legal Action Against Us 16

5. Separation Of Insureds 16

6. Representations 16

7. Other Insurance 16

8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18
Additional Insureds 18
G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20
Policy Number 72SBATU9561

Form SS 00 08 04 05 Page 1 of 24
© 2005, The Hartford

BUSINESS LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.

Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance.

The word "insured" means any person or organization qualifying as such under SectionC. - Who Is An Insured.

Other words and phrases that appear in quotation marks have special meaning. Refer to SectionG. - Liability And Medical Expenses Definitions.

A. COVERAGES

1. BUSINESS LIABILITY COVERAGE (BODILY

INJURY, PROPERTY DAMAGE, PERSONAL

AND ADVERTISING INJURY)
Insuring Agreement
a. We will pay those sums that the insured
becomes legally obligated to pay as
damages because of "bodily injury",
"property damage" or "personal and
advertising injury" to which this insurance
applies. We will have the right and duty to
defend the insured against any "suit"
seeking those damages. However, we will
have no duty to defend the insured against
any "suit" seeking damages for "bodily
injury", "property damage" or "personal and
advertising injury" to which this insurance
does not apply.

We may, at our discretion, investigate any
"occurrence" or offense and settle any claim
or "suit" that may result. But:
(1) The amount we will pay for damages is
limited as described in SectionD. -
Liability And Medical Expenses Limits
Of Insurance; and
(2) Our right and duty to defend ends when
we have used up the applicable limit of
insurance in the payment of judgments,
settlements or medical expenses to which
this insurance applies.

No other obligation or liability to pay sums or
perform acts or services is covered unless
explicitly provided for under Coverage
Extension - Supplementary Payments.
b. This insurance applies:
(1) To "bodily injury" and "property
damage" only if:
(a) The "bodily injury" or "property
damage" is caused by an
"occurrence" that takes place in the
"coverage territory";
(b) The "bodily injury" or "property
damage" occurs during the policy
period; and
(c) Prior to the policy period, no insured
listed under Paragraph1. of Section
C. –W h oI sA nI n s u r e da n dn o
"employee" authorized by you to give
or receive notice of an "occurrence"
or claim, knew that the "bodily injury"
or "property damage" had occurred,
i nw h o l eo ri np a r t . I fs u c hal i s t e d
insured or authorized "employee"
knew, prior to the policy period, that
the "bodily injury" or "property
damage" occurred, then any
continuation, change or resumption
of such "bodily injury" or "property
damage" during or after the policy
period will be deemed to have been
known prior to the policy period.
(2) To "personal and advertising injury"
caused by an offense arising out of your
business, but only if the offense was
committed in the "coverage territory"
during the policy period.
c. "Bodily injury" or "property damage" will be
deemed to have been known to have
occurred at the earliest time when any
insured listed under Paragraph1. of Section
C. – Who Is An Insured or any "employee"
authorized by you to give or receive notice
of an "occurrence" or claim:
(1) Reports all, or any part, of the "bodily
injury" or "property damage" to us or
any other insurer;

BUSINESS LIABILITY COVERAGE FORM

Page 2 of 24 ends

(2) Receives a written or verbal demand or
claim for damages because of the "bodily
injury" or "property damage"; or
(3) Becomes aware by any other means that
"bodily injury" or "property damage" has
occurred or has begun to occur.
d. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or
death resulting at any time from the "bodily
injury".
e. Incidental Medical Malpractice
(1) "Bodily injury" arising out of the
rendering of or failure to render
professional health care services as a
physician, dentist, nurse, emergency
medical technician or paramedic shall
be deemed to be caused by an
"occurrence", but only if:
(a) The physician, dentist, nurse,
emergency medical technician or
paramedic is employed by you to
provide such services; and
(b) You are not engaged in the
business or occupation of providing
such services.
(2) For the purpose of determining the
limits of insurance for incidental medical
malpractice, any act or omission
together with all related acts or
omissions in the furnishing of these
services to any one person will be
considered one "occurrence".

2. MEDICAL EXPENSES
Insuring Agreement
a. We will pay medical expenses as described
below for "bodily injury" caused by an
accident:
(1) On premises you own or rent;
(2) On ways next to premises you own or
rent; or
(3) Because of your operations;
provided that:
(1) The accident takes place in the
"coverage territory" and during the
policy period;
(2) The expenses are incurred and reported
to us within three years of the date of
the accident; and
(3) The injured person submits to
examination, at our expense, by
physicians of our choice as often as we
reasonably require.
b. We will make these payments regardless of
fault. These payments will not exceed the
applicable limit of insurance. We will pay
reasonable expenses for:
(1) First aid administered at the time of an
accident;
(2) Necessary medical, surgical, x-ray and
dental services, including prosthetic
devices; and
(3) Necessary ambulance, hospital,
professional nursing and funeral
services.

3. COVERAGE EXTENSION -

SUPPLEMENTARY PAYMENTS
a. We will pay, with respect to any claim or
"suit" we investigate or settle, or any "suit"
against an insured we defend:
(1) All expenses we incur.
(2) Up to $1,000 for the cost of bail bonds
required because of accidents or traffic
law violations arising out of the use of
any vehicle to which Business Liability
Coverage for "bodily injury" applies. We
do not have to furnish these bonds.
(3) The cost of appeal bonds or bonds to
release attachments, but only for bond
amounts within the applicable limit of
insurance. We do not have to furnish
these bonds.
(4) All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of the claim or
"suit", including actual loss of earnings
up to $500 a day because of time off
from work.
(5) All costs taxed against the insured in
the "suit".
(6) Prejudgment interest awarded against
the insured on that part of the judgment
we pay. If we make an offer to pay the
applicable limit of insurance, we will not
pay any prejudgment interest based on
that period of time after the offer.
(7) All interest on the full amount of any
judgment that accrues after entry of the
judgment and before we have paid,
offered to pay, or deposited in court the
part of the judgment that is within the
applicable limit of insurance.

Any amounts paid under(1) through (7)
above will not reduce the limits of insurance.

BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 3 of 24
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
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
the defense of, that indemnitee, has
also been assumed by the insured in
the same "insured contract";
(4) The allegations in the "suit" and the
information we know about the
"occurrence" are such that no conflict
appears to exist between the interests
of the insured and the interest of the
indemnitee;
(5) The indemnitee and the insured ask
us to conduct and control the defense
of that indemnitee against such "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:
(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";
(iii) Notify any other insurer whose
coverage is available to the
indemnitee; and
(iv) Cooperate with us with
respect to coordinating other
applicable insurance available
to the indemnitee; and
(b) Provides us with written
authorization to:
(i) Obtain records and other
information related to the
"suit"; and
(ii) Conduct and control the
defense of the indemnitee in
such "suit".

So long as the above conditions are met,
attorneys' fees incurred by us in the
defense of that indemnitee, necessary
litigation expenses incurred by us and
necessary litigation expenses incurred
by the indemnitee at our request will be
paid as Supplementary Payments.

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 injury" that
the insured would have in the
absence of the contract or
agreement; or

BUSINESS LIABILITY COVERAGE FORM

Page 4 of 24 ends

(b) "Bodily injury" or "property damage"
assumed in a contract or agreement
that is an "insured contract",
provided the "bodily injury" or
"property damage" occurs
subsequent to the execution of the
contract or agreement. Solely for
the purpose of liability assumed in
an "insured contract", reasonable
attorneys' fees and necessary
litigation expenses incurred by or for
a party other than an insured are
deemed to be damages because of
"bodily injury" or "property damage"
provided:
(i) Liability to such party for, or for
the cost of, that party’s defense
has also been assumed in the
same "insured contract", and
(ii) Such attorneys' fees and
litigation expenses are for
defense of that party against a
civil or alternative dispute
resolution proceeding in which
damages to which this
insurance applies are alleged.
c. Liquor Liability
"Bodily injury" or "property damage" for
which any insured may be held liable by
reason of:
(1) Causing or contributing to the
intoxication of any person;
(2) The furnishing of alcoholic beverages to
a person under the legal drinking age or
under the influence of alcohol; or
(3) Any statute, ordinance or regulation
relating to the sale, gift, distribution or
use of alcoholic beverages.

This exclusion applies only if you are in the
business of manufacturing, distributing,
selling, serving or furnishing alcoholic
beverages.
d. Workers' Compensation And Similar
Laws
Any obligation of the insured under a
workers' compensation, disability benefits
or unemployment compensation law or
any similar law.
e. Employer’s Liability
"Bodily injury" to:
(1) An "employee" of the insured arising
out of and in the course of:
(a) Employment by the insured; or
(b) Performing duties related to the
conduct of the insured’s business, or
(2) The spouse, child, parent, brother or
sister of that "employee" as a
consequence of(1) above.

This exclusion does not apply to liability
assumed by the insured under an "insured
contract".
f. Pollution
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the actual, alleged or
threatened discharge, dispersal,
seepage, migration, release or escape
of "pollutants":
(a) At or from any premises, site or
location which is or was at any
time owned or occupied by, or
rented or loaned to any insured.

However, this subparagraph does
not apply to:
(i) "Bodily injury" if sustained within
a building and caused by
smoke, fumes, vapor or soot
produced by or originating from
equipment that is used to heat,
cool or dehumidify the building,
or equipment that is used to
heat water for personal use, by
the building's occupants or their
guests;
(ii) "Bodily injury" or "property
damage" for which you may be
held liable, if you are a
contractor and the owner or
lessee of such premises, site or
location has been added to your
policy as an additional insured
with respect to your ongoing
operations performed for that
additional insured at that
premises, site or location and
such premises, site or location
is not and never was owned or
occupied by, or rented or
loaned to, any insured, other
than that additional insured; or

BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 5 of 24
(iii) "Bodily injury" or "property
damage" arising out of heat,
smoke or fumes from a
"hostile fire";
(b) At or from any premises, site or
location which is or was at any
time used by or for any insured or
others for the handling, storage,
disposal, processing or treatment
of waste;
(c) Which are or were at any time
transported, handled, stored,
treated, disposed of, or processed
as waste by or for:
(i) Any insured; or
(ii) Any person or organization for
whom you may be legally
responsible;
(d) At or from any premises, site or
location on which any insured or
any contractors or subcontractors
working directly or indirectly on
any insured's behalf are
performing operations if the
"pollutants" are brought on or to
the premises, site or location in
connection with such operations
by such insured, contractor or
subcontractor. However, this
subparagraph does not apply to:
(i) "Bodily injury" or "property
damage" arising out of the
escape of fuels, lubricants or
other operating fluids which are
needed to perform the normal
electrical, hydraulic or
mechanical functions
necessary for the operation of
"mobile equipment" or its parts,
if such fuels, lubricants or other
operating fluids escape from a
vehicle part designed to hold,
store or receive them. This
exception does not apply if the
"bodily injury" or "property
damage" arises out of the
intentional discharge, dispersal
or release of the fuels,
lubricants or other operating
fluids, or if such fuels,
lubricants or other operating
fluids are brought on or to the
premises, site or location with
the intent that they be
discharged, dispersed or
released as part of the
operations being performed
by such insured, contractor or
subcontractor;
(ii) "Bodily injury" or "property
damage" sustained within a
building and caused by the
release of gases, fumes or
vapors from materials brought
into that building in connection
with operations being performed
by you or on your behalf by a
contractor or subcontractor; or
(iii) "Bodily injury" or "property
damage" arising out of heat,
smoke or fumes from a
"hostile fire"; or
(e) At or from any premises, site or
location on which any insured or any
contractors or subcontractors
working directly or indirectly on any
insured’s behalf are performing
operations if the operations are to
test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize,
or in any way respond to, or assess
the effects of, "pollutants".
(2) Any loss, cost or expense arising out
of any:
(a) Request, demand, order or statutory
or regulatory requirement that any
insured or others test for, monitor,
clean up, remove, contain, treat,
detoxify or neutralize, or in any way
respond to, or assess the effects of,
"pollutants"; or
(b) Claim or suit by or on behalf of a
governmental authority for
damages because of testing for,
monitoring, cleaning up, removing,
containing, treating, detoxifying or
neutralizing, or in any way
responding to, or assessing the
effects of, "pollutants".

However, this paragraph does not
apply to liability for damages because
of "property damage" that the insured
would have in the absence of such
request, demand, order or statutory or
regulatory requirement, or such claim
or "suit" by or on behalf of a
governmental authority.

BUSINESS LIABILITY COVERAGE FORM

Page 6 of 24 ends

g. Aircraft, Auto Or Watercraft
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any aircraft, "auto"
or watercraft owned or operated by or rented
or loaned to any insured. Use includes
operation and "loading or unloading".

This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in the supervision, hiring,
employment, training or monitoring of others
by that insured, if the "occurrence" which
caused the "bodily injury" or "property
damage" involved the ownership,
maintenance, use or entrustment to others of
any aircraft, "auto" or watercraft that is
owned or operated by or rented or loaned to
any insured.

This exclusion does not apply to:
(1) A watercraft while ashore on premises
you own or rent;
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons
for a charge;
(3) Parking an "auto" on, or on the ways
next to, premises you own or rent,
provided the "auto" is not owned by or
rented or loaned to you or the insured;
(4) Liability assumed under any "insured
contract" for the ownership,
maintenance or use of aircraft or
watercraft;
(5) "Bodily injury" or "property damage"
arising out of the operation of any of
the equipment listed in Paragraphf.(2)
or f.(3) of the definition of "mobile
equipment"; or
(6) An aircraft that is not owned by any
insured and is hired, chartered or loaned
with a paid crew. However, this
exception does not apply if the insured
has any other insurance for such "bodily
injury" or "property damage", whether
the other insurance is primary, excess,
contingent or on any other basis.
h. Mobile Equipment
"Bodily injury" or "property damage"
arising out of:
(1) The transportation of "mobile equipment"
by an "auto" owned or operated by or
rented or loaned to any insured; or
(2) The use of "mobile equipment" in, or
while in practice or preparation for, a
prearranged racing, speed or
demolition contest or in any stunting
activity.
i. War
"Bodily injury", "property damage" or
"personal and advertising injury", however
caused, arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force,
including action in hindering or
defending against an actual or
expected attack, by any government,
sovereign or other authority using
military personnel or other agents; or
(3) Insurrection, rebellion, revolution,
usurped power, or action taken by
governmental authority in hindering or
defending against any of these.
j. Professional Services
"Bodily injury", "property damage" or
"personal and advertising injury" arising
out of the rendering of or failure to render
any professional service. This includes
but is not limited to:
(1) Legal, accounting or advertising
services;
(2) Preparing, approving, or failing to
prepare or approve maps, shop
drawings, opinions, reports, surveys,
field orders, change orders, designs or
drawings and specifications;
(3) Supervisory, inspection, architectural
or engineering activities;
(4) Medical, surgical, dental, x-ray or
nursing services treatment, advice or
instruction;
(5) Any health or therapeutic service
treatment, advice or instruction;
(6) Any service, treatment, advice or
instruction for the purpose of
appearance or skin enhancement, hair
removal or replacement or personal
grooming;
(7) Optical or hearing aid services
including the prescribing, preparation,
fitting, demonstration or distribution of
ophthalmic lenses and similar
products or hearing aid devices;

BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 7 of 24
(8) Optometry or optometric services
including but not limited to examination
of the eyes and the prescribing,
preparation, fitting,demonstration or
distribution of ophthalmic lenses and
similar products;
(9) Any:
(a) Body piercing (not including ear
piercing);
(b) Tattooing, including but not limited
to the insertion of pigments into or
under the skin; and
(c) Similar services;
(10) Services in the practice of pharmacy;
and
(11) Computer consulting, design or
programming services, including web
site design.

Paragraphs (4) and (5) of this exclusion do
not apply to the Incidental Medical
Malpractice coverage afforded under
Paragraph 1.e. in SectionA. - Coverages.
k. Damage To Property
"Property damage" to:
(1) Property you own, rent or occupy,
including any costs or expenses
incurred by you, or any other person,
organization or entity, for repair,
replacement, enhancement,
restoration or maintenance of such
property for any reason, including
prevention of injury to a person or
damage to another's property;
(2) Premises you sell, give away or
abandon, if the "property damage" arises
o u to fa n yp a r to ft h o s ep r e m i s e s ;
(3) Property loaned to you;
(4) Personal property in the care, custody
or control of the insured;
(5) That particular part of real property on
which you or any contractors or
subcontractors working directly or
indirectly on your behalf are performing
operations, if the "property damage"
arises out of those operations; or
(6) That particular part of any property
that must be restored, repaired or
replaced because "your work" was
incorrectly performed on it.

Paragraphs (1), (3) and (4) of this
exclusion do not apply to "property
damage" (other than damage by fire) to
premises, including the contents of such
premises, rented to you for a period of 7 or
fewer consecutive days. A separate Limit
of Insurance applies to Damage To
Premises Rented To You as described in
Section D. - Limits Of Insurance.

Paragraph (2) of this exclusion does not
apply if the premises are "your work" and
were never occupied, rented or held for
rental by you.

Paragraphs (3) and (4) of this exclusion do
not apply to the use of elevators.

Paragraphs (3), (4), (5) and (6) of this
exclusion do not apply to liability assumed
under a sidetrack agreement.

Paragraphs (3) and (4) of this exclusion do
not apply to "property damage" to
borrowed equipment while not being used
to perform operations at a job site.

Paragraph (6) of this exclusion does not
apply to "property damage" included in the
"products-completed operations hazard".
l. Damage To Your Product
"Property damage" to "your product"
arising out of it or any part of it.
m. Damage To Your Work
"Property damage" to "your work" arising
out of it or any part of it and included in the
"products-completed operations hazard".

This exclusion does not apply if the
damaged work or the work out of which
the damage arises was performed on your
behalf by a subcontractor.
n. Damage To Impaired Property Or
Property Not Physically Injured
"Property damage" to "impaired property"
or property that has not been physically
injured, arising out of:
(1) A defect, deficiency, inadequacy or
dangerous condition in "your product"
or "your work"; or
(2) A delay or failure by you or anyone
acting on your behalf to perform a
contract or agreement in accordance
with its terms.

This exclusion does not apply to the loss
of use of other property arising out of
sudden and accidental physical injury to
"your product" or "your work" after it has
been put to its intended use.

BUSINESS LIABILITY COVERAGE FORM

Page 8 of 24 ends

o. Recall Of Products, Work Or Impaired
Property
Damages claimed for any loss, cost or
expense incurred by you or others for the
loss of use, withdrawal, recall, inspection,
repair, replacement, adjustment, removal
or disposal of:
(1) "Your product";
(2) "Your work"; or
(3) "Impaired property";
if such product, work or property is
withdrawn or recalled from the market or
from use by any person or organization
because of a known or suspected defect,
deficiency, inadequacy or dangerous
condition in it.
p. Personal And Advertising Injury
"Personal and advertising injury":
(1) Arising out of oral, written or electronic
publication of material, if done by or at
the direction of the insured with
knowledge of its falsity;
(2) Arising out of oral, written or electronic
publication of material whose first
publication took place before the
beginning of the policy period;
(3) Arising out of a criminal act committed
by or at the direction of the insured;
(4) Arising out of any breach of contract,
except an implied contract to use
another’s "advertising idea" in your
"advertisement";
(5) Arising out of the failure of goods,
products or services to conform with
any statement of quality or
performance made in your
"advertisement";
(6) Arising out of the wrong description of
the price of goods, products or services;
(7) Arising out of any violation of any
intellectual property rights such as
copyright, patent, trademark, trade
name, trade secret, service mark or
other designation of origin or
authenticity.

However, this exclusion does not
apply to infringement, in your
"advertisement", of
(a) Copyright;
(b) Slogan, unless the slogan is also
a trademark, trade name, service
mark or other designation of origin
or authenticity; or
(c) Title of any literary or artistic work;
(8) Arising out of an offense committed by
an insured whose business is:
(a) Advertising, broadcasting,
publishing or telecasting;
(b) Designing or determining content
of web sites for others; or
(c) An Internet search, access,
content or service provider.

However, this exclusion does not
apply to Paragraphsa., b. and c.
under the definition of "personal and
advertising injury" in SectionG. –
Liability And Medical Expenses
Definitions.

For the purposes of this exclusion,
placing an "advertisement" for or
linking to others on your web site, by
itself, is not considered the business
of advertising, broadcasting,
publishing or telecasting;
(9) Arising out of an electronic chat room
or bulletin board the insured hosts,
owns, or over which the insured
exercises control;
(10) Arising out of the unauthorized use of
another's name or product in your e-mail
address, domain name or metatags, or
any other similar tactics to mislead
another's potential customers;
(11) Arising out of the violation of a
person's right of privacy created by
any state or federal act.

However, this exclusion does not
apply to liability for damages that the
insured would have in the absence of
such state or federal act;
(12) Arising out of:
(a) An "advertisement" for others on
your web site;
(b) Placing a link to a web site of
others on your web site;
(c) Content from a web site of others
displayed within a frame or border
on your web site. Content includes
information, code, sounds, text,
graphics or images; or
(d) Computer code, software or
programming used to enable:
(i) Your web site; or
(ii)
The presentation or functionality
of an "advertisement" or other
content on your web site;

BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 9 of 24
(13) Arising out of a violation of any anti-
trust law;
(14) Arising out of the fluctuation in price or
value of any stocks, bonds or other
securities; or
(15) Arising out of discrimination or
humiliation committed by or at the
direction of any "executive officer",
director, stockholder, partner or
member of the insured.
q. Electronic Data
Damages arising out of the loss of, loss of
use of, damage to, corruption of, inability
to access, or inability to manipulate
"electronic data".
r. Employment-Related Practices
"Bodily injury" or "personal and advertising
injury" to:
(1) A person arising out of any:
(a) Refusal to employ that person;
(b) Termination of that person's
employment; or
(c) Employment-related practices,
policies, acts or omissions, such as
coercion, demotion, evaluation,
reassignment, discipline,
defamation, harassment, humiliation
or discrimination directed at that
person; or
(2) The spouse, child, parent, brother or
sister of that person as a
consequence of "bodily injury" or
"personal and advertising injury" to the
person at whom any of the
employment-related practices
described in Paragraphs(a), (b),o r(c)
above is directed.

This exclusion applies:
(1) Whether the insured may be liable as
an employer or in any other capacity;
and
(2) To any obligation to share damages
with or repay someone else who must
pay damages because of the injury.
s. Asbestos
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the "asbestos hazard".
(2) Any damages, judgments, settlements,
loss, costs or expenses that:
(a) May be awarded or incurred by
reason of any claim or suit
alleging actual or threatened injury
or damage of any nature or kind to
persons or property which would
not have occurred in whole or in
part but for the "asbestos hazard";
(b) Arise out of any request, demand,
order or statutory or regulatory
requirement that any insured or
others test for, monitor, clean up,
remove, encapsulate, contain,
treat, detoxify or neutralize or in
any way respond to or assess the
effects of an "asbestos hazard"; or
(c) Arise out of any claim or suit for
damages because of testing for,
monitoring, cleaning up, removing,
encapsulating, containing, treating,
detoxifying or neutralizing or in any
way responding to or assessing the
effects of an "asbestos hazard".
t. Violation Of Statutes That Govern E-
Mails, Fax, Phone Calls Or Other
Methods Of Sending Material Or
Information
"Bodily injury", "property damage", or
"personal and advertising injury" arising
directly or indirectly out of any action or
omission that violates or is alleged to
violate:
(1) The Telephone Consumer Protection
Act (TCPA), including any amendment
of or addition to such law;
(2) The CAN-SPAM Act of 2003, including
any amendment of or addition to such
law; or
(3) Any statute, ordinance or regulation,
other than the TCPA or CAN-SPAM Act
of 2003, that prohibits or limits the
sending, transmitting, communicating or
distribution of material or information.

Damage To Premises Rented To You –
Exception For Damage By Fire, Lightning
or Explosion
Exclusions c. through h. and k. through o. do
not apply to damage by fire, lightning or
explosion to premises rented to you or
temporarily occupied by you with permission of
the owner. A separate Limit of Insurance
applies to this coverage as described in
Section D. - Liability And Medical Expenses
Limits Of Insurance.

BUSINESS LIABILITY COVERAGE FORM

Page 10 of 24 ends

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" (if you
are an organization other than a
partnership, joint venture or limited liability
company) or your managers (if you are a
limited liability company), but only for acts
within the scope of their employment by
you or while performing duties related to
the conduct of your business.

However, none of these "employees" or
"volunteer workers" are insureds for:
(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,

BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 11 of 24
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by you, any of your
"employees", "volunteer workers",
any partner or member (if you are
a partnership or joint venture), or
any member (if you are a limited
liability company).
b. Real Estate Manager
Any person (other than your "employee" or
"volunteer worker"), or any organization
while acting as your real estate manager.
c. Temporary Custodians Of Your
Property
Any person or organization having proper
temporary custody of your property if you
die, but only:
(1) With respect to liability arising out of the
maintenance or use of that property; and
(2) Until your legal representative has
been appointed.
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.

The insurance afforded herein for any
subsidiary not shown in the Declarations
as a named insured does not apply to
injury or damage with respect to which an
insured under this insurance is also an
insured under another policy or would be
an insured under such policy but for its
termination or upon the exhaustion of its
limits of insurance.

3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form,
other than a partnership, joint venture or
limited liability company, and over which you
maintain financial interest of more than 50% of
the voting stock, will qualify as a Named
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
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

BUSINESS LIABILITY COVERAGE FORM

Page 12 of 24 ends

contract, written agreement or because of a
permit issued by a state or political
subdivision, that such person or organization
be added as an additional insured on your
policy, provided the injury or damage occurs
subsequent to the execution of the contract or
agreement, or the issuance of the permit.

A person or organization is an additional
insured under this provision only for that
period of time required by the contract,
agreement or permit.

However, no such person or organization is an
additional insured under this provision if such
person or organization is included as an
additional insured by an endorsement issued
by us and made a part of this Coverage Part,
including all persons or organizations added
as additional insureds under the specific
additional insured coverage grants in Section
F. – Optional Additional Insured Coverages.
a. Vendors
Any person(s) or organization(s) (referred to
below as vendor), but only with respect to
"bodily injury" or "property damage" arising
out of "your products" which are distributed
or sold in the regular course of the vendor's
business and only if this Coverage Part
provides coverage for "bodily injury" or
"property damage" included within the
"products-completed operations hazard".
(1) The insurance afforded to the vendor
is subject to the following additional
exclusions:

This insurance does not apply to:
(a) "Bodily injury" or "property
damage" for which the vendor is
obligated to pay damages by
reason of the assumption of
liability in a contract or agreement.

This exclusion does not apply to
liability for damages that the
vendor would have in the absence
of the contract or agreement;
(b) Any express warranty
unauthorized by you;
(c) Any physical or chemical change
in the product made intentionally
by the vendor;
(d) Repackaging, except when
unpacked solely for the purpose of
inspection, demonstration, testing,
or the substitution of parts under
instructions from the manufacturer,
and then repackaged in the
original container;
(e) Any failure to make such
inspections, adjustments, tests or
servicing as the vendor has
agreed to make or normally
undertakes to make in the usual
course of business, in connection
with the distribution or sale of the
products;
(f) Demonstration, installation,
servicing or repair operations,
except such operations performed
at the vendor's premises in
connection with the sale of the
product;
(g) Products which, after distribution
or sale by you, have been labeled
or relabeled or used as a
container, part or ingredient of any
other thing or substance by or for
the vendor; or
(h) "Bodily injury" or "property
damage" arising out of the sole
negligence of the vendor for its
own acts or omissions or those of
its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
(i) The exceptions contained in
Subparagraphs (d) or (f);o r
(ii) Such inspections, adjustments,
tests or servicing as the vendor
has agreed to make or normally
undertakes to make in the usual
course of business, in
connection with the distribution
or sale of the products.
(2) This insurance does not apply to any
insured person or organization from
whom you have acquired such products,
or any ingredient, part or container,
entering into, accompanying or
containing such products.
b. Lessors Of Equipment
(1) Any person or organization from
whom you lease equipment; but only
with respect to their liability for "bodily
injury", "property damage" or
"personal and advertising injury"
caused, in whole or in part, by your
maintenance, operation or use of
equipment leased to you by such
person or organization.

BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 13 of 24
(2) 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.
c. Lessors Of Land Or Premises
(1) Any person or organization from
whom you lease land or premises, but
only with respect to liability arising out
of the ownership, maintenance or use
of that part of the land or premises
leased to you.
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
(a) Any "occurrence" which takes
place after you cease to lease that
land or be a tenant in that
premises; or
(b) Structural alterations, new
construction or demolition
operations performed by or on
behalf of such person or
organization.
d. Architects, Engineers Or Surveyors
(1) Any architect, engineer, or surveyor, but
only with respect to liability for "bodily
injury", "property damage" or "personal
and advertising injury" caused, in whole
or in part, by your acts or omissions or
the acts or omissions of those acting on
your behalf:
(a) In connection with your premises;
or
(b) In the performance of your
ongoing operations performed by
you or on your behalf.
(2) With respect to the insurance afforded
to these additional insureds, the
following additional exclusion applies:

This insurance does not apply to
"bodily injury", "property damage" or
"personal and advertising injury"
arising out of the rendering of or the
failure to render any professional
services by or for you, including:
(a) The preparing, approving, or
failure to prepare or approve,
maps, shop drawings, opinions,
reports, surveys, field orders,
change orders, designs or
drawings and specifications; or
(b) Supervisory, inspection,
architectural or engineering
activities.
e. Permits Issued By State Or Political
Subdivisions
(1) Any state or political subdivision, but
only with respect to operations
performed by you or on your behalf for
which the state or political subdivision
has issued a permit.
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
(a) "Bodily injury", "property damage"
or "personal and advertising
injury" arising out of operations
performed for the state or
municipality; or
(b) "Bodily injury" or "property damage"
included within the "products-
completed operations hazard".
f. Any Other Party
(1) Any other person or organization who
is not an insured under Paragraphsa.
through e. above, but only with
respect to liability for "bodily injury",
"property damage" or "personal and
advertising injury" caused, in whole or
in part, by your acts or omissions or
the acts or omissions of those acting
on your behalf:
(a) In the performance of your
ongoing operations;
(b) In connection with your premises
owned by or rented to you; or
(c) In connection with "your work" and
included within the "products-
completed operations hazard", but
only if
(i) The written contract or written
agreement requires you to
provide such coverage to
such additional insured; and
(ii) This Coverage Part provides
coverage for "bodily injury" or
"property damage" included
within the "products-
completed operations hazard".
(2) With respect to the insurance afforded
to these additional insureds, this
insurance does not apply to:
"Bodily injury", "property damage" or
"personal and advertising injury"
arising out of the rendering of, or the
failure to render, any professional
architectural, engineering or surveying
services, including:

BUSINESS LIABILITY COVERAGE FORM

Page 14 of 24 ends

(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 SectionD. –L i m i t s
Of Insurance.

How this insurance applies when other
insurance is available to an additional insured
is described in the Other Insurance Condition
in SectionE. – 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 Limits
The most we will pay for:
a. Damages because of "bodily injury" and
"property damage" included in the
"products-completed operations hazard" is
the Products-Completed Operations
Aggregate Limit shown in the
Declarations.
b. Damages because of all other "bodily
injury", "property damage" or "personal
and advertising injury", including medical
expenses, is the General Aggregate Limit
shown in the Declarations.

This General Aggregate Limit applies
separately to each of your "locations"
owned by or rented to you.
"Location" means premises involving the
same or connecting lots, or premises
whose connection is interrupted only by a
street, roadway or right-of-way of a
railroad.

This General Aggregate limit does not
apply to "property damage" to premises
while rented to you or temporarily
occupied by you with permission of the
owner, arising out of fire, lightning or
explosion.

3. Each Occurrence Limit
Subject to 2.a. or 2.b above, whichever
applies, the most we will pay for the sum of all
damages because of all "bodily injury",
"property damage" and medical expenses
arising out of any one "occurrence" is the
Liability and Medical Expenses Limit shown in
the Declarations.

The most we will pay for all medical expenses
because of "bodily injury" sustained by any
one person is the Medical Expenses Limit
shown in the Declarations.

4. Personal And Advertising Injury Limit
Subject to2.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 Limit
The Damage To Premises Rented To You
Limit is the most we will pay under Business
Liability Coverage for damages because of
"property damage" to any one premises, while
rented to you, or in the case of damage by fire,
lightning or explosion, while rented to you or
temporarily occupied by you with permission of
the owner.

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 Limits Apply To Additional Insureds
The most we will pay on behalf of a person or
organization who is an additional insured
under this Coverage Part is the lesser of:
a. The limits of insurance specified in a
written contract, written agreement or
permit issued by a state or political
subdivision; or
b. The Limits of 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.

BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 15 of 24
If more than one limit of insurance under this
policy and any endorsements attached thereto
applies to any claim or "suit", the most we will pay
under this policy and the endorsements is the
single highest limit of liability of all coverages
applicable to such claim or "suit". However, this
paragraph does not apply to the Medical Expenses
limit set forth in Paragraph3. above.

The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to
any remaining period of less than 12 months, starting
with the beginning of the policy period shown in the
Declarations, unless the policy period is extended
after issuance for an additional period of less than 12 months. In that case, the additional period will be
deemed part of the last preceding period for purposes
of determining the Limits of Insurance.

E. LIABILITY AND MEDICAL EXPENSES

GENERAL CONDITIONS

1. Bankruptcy
Bankruptcy or insolvency of the insured or of
the insured's estate will not relieve us of our
obligations under this Coverage Part.

2. Duties In The Event Of Occurrence,
Offense, Claim Or Suit
a. Notice Of Occurrence Or Offense
You or any additional insured must see to
it that we are notified as soon as
practicable of an "occurrence" or an
offense which may result in a claim. To
the extent possible, notice should include:
(1) How, when and where the "occurrence"
or offense took place;
(2) The names and addresses of any
injured persons and witnesses; and
(3) The nature and location of any injury
or damage arising out of the
"occurrence" or offense.
b. Notice Of Claim
If a claim is made or "suit" is brought
against any insured, you or any additional
insured must:
(1) Immediately record the specifics of the
claim or "suit" and the date received;
and
(2) Notify us as soon as practicable.

You or any additional insured must see to
it that we receive a written notice of the
claim or "suit" as soon as practicable.
c. Assistance And Cooperation Of The
Insured
You and any other involved insured must:
(1) Immediately send us copies of any
demands, notices, summonses or
legal papers received in connection
with the claim or "suit";
(2) Authorize us to obtain records and
other information;
(3) Cooperate with us in the investigation,
settlement of the claim or defense
against the "suit"; and
(4) Assist us, upon our request, in the
enforcement of any right against any
person or organization that may be
liable to the insured because of injury
or damage to which this insurance
may also apply.
d. Obligations At The Insured's Own Cost
No insured will, except at that insured's own
cost, voluntarily make a payment, assume
any obligation, or incur any expense, other
than for first aid, without our consent.
e. Additional Insured's Other Insurance
If we cover a claim or "suit" under this
Coverage Part that may also be covered
by other insurance available to an
additional insured, such additional insured
must submit such claim or "suit" to the
other insurer for defense and indemnity.

However, this provision does not apply to
the extent that you have agreed in a
written contract, written agreement or
permit that this insurance is primary and
non-contributory with the additional
insured's own insurance.
f. Knowledge Of An Occurrence, Offense,
Claim Or Suit
Paragraphs a. and b. apply to you or to
any additional insured only when such
"occurrence", offense, claim or "suit" is
known to:
(1) You or any additional insured that is
an individual;
(2) Any partner, if you or an additional
insured is a partnership;
(3) Any manager, if you or an additional
insured is a limited liability company;
(4) Any "executive officer" or insurance
manager, if you or an additional
insured is a corporation;
(5) Any trustee, if you or an additional
insured is a trust; or
(6) Any elected or appointed official, if you
or an additional insured is a political
subdivision or public entity.

BUSINESS LIABILITY COVERAGE FORM

Page 16 of 24 ends

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 limits for
those coverages.

4. Legal Action Against Us
No person or organization has a right under
this Coverage Form:
a. To join us as a party or otherwise bring us
into a "suit" asking for damages from an
insured; or
b. To sue us on this Coverage Form unless
all of its terms have been fully complied
with.

A person or organization may sue us to recover
on an agreed settlement or on a final judgment
against an insured; but we will not be liable for
damages that are not payable under the terms of
this insurance or that are in excess of the
applicable limit of insurance. An agreed
settlement means a settlement and release of
liability signed by us, the insured and the
claimant or the claimant's legal representative.

5. Separation Of Insureds
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned
in this policy to the first Named Insured, this
insurance applies:
a. As if each Named Insured were the only
Named Insured; and
b. Separately to each insured against whom
a claim is made or "suit" is brought.

6. 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 whenb.
below applies. If other insurance is also
primary, we will share with all that other
insurance by the method described inc.
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,
Builder's 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 Exclusiong. of
SectionA. – 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 Exclusionk. of SectionA. –
Coverages.

BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 17 of 24
(6) When You Are Added As An
Additional Insured To Other
Insurance
That is other insurance available to
you covering liability for damages
arising out of the premises or
operations, or products and completed
operations, for which you have been
added as an additional insured by that
insurance; or
(7) When You Add Others As An
Additional Insured To This
Insurance
That is other insurance available to an
additional insured.

However, the following provisions
apply to other insurance available to
any person or organization who is an
additional insured under this Coverage
Part:
(a) Primary Insurance When
Required By Contract
This insurance is primary if you
have agreed in a written contract,
written agreement or permit that
this insurance be primary. If other
insurance is also primary, we will
share with all that other insurance
by the method described inc.
below.
(b) Primary And Non-Contributory
To Other Insurance When
Required By Contract
If you have agreed in a written
contract, written agreement or
permit that this insurance is
primary and non-contributory with
the additional insured's own
insurance, this insurance is
primary and we will not seek
contribution from that other
insurance.

Paragraphs (a) and (b) do not apply to
other insurance to which the additional
insured has been added as an
additional insured.

When this insurance is excess, we will
have no duty under this Coverage Part to
defend the insured against any "suit" if any
other insurer has a duty to defend the
insured against that "suit". If no other
insurer defends, we will undertake to do
so, but we will be entitled to the insured's
rights against all those other insurers.

When this insurance is excess over other
insurance, we will pay only our share of
the amount of the loss, if any, that
exceeds the sum of:
(1) The total amount that all such other
insurance would pay for the loss in the
absence of this insurance; and
(2) The total of all deductible and self-
insured amounts under all that other
insurance.

We will share the remaining loss, if any, with
any other insurance that is not described in
this Excess Insurance provision and was not
bought specifically to apply in excess of the
Limits of Insurance shown in the
Declarations of this Coverage Part.
c. Method Of Sharing
If all the other insurance permits
contribution by equal shares, we will follow
this method also. Under this approach,
each insurer contributes equal amounts
until it has paid its applicable limit of
insurance or none of the loss remains,
whichever comes first.

If any of the other insurance does not permit
contribution by equal shares, we will
contribute by limits. Under this method, each
insurer’s share is based on the ratio of its
applicable limit of insurance to the total
applicable limits of insurance of all insurers.

8. Transfer Of Rights Of Recovery Against
Others To Us
a. Transfer Of Rights Of Recovery
If the insured has rights to recover all or
part of any payment, including
Supplementary Payments, we have made
under this Coverage Part, those rights are
transferred to us. The insured must do
nothing after loss to impair them. At our
request, the insured will bring "suit" or
transfer those rights to us and help us
enforce them. This condition does not
apply to Medical Expenses Coverage.
b. Waiver Of Rights Of Recovery (Waiver
Of Subrogation)
If the insured has waived any rights of
recovery against any person or
organization for all or part of any payment,
including Supplementary Payments, we
have made under this Coverage Part, we
also waive that right, provided the insured
waived their rights of recovery against
such person or organization in a contract,
agreement or permit that was executed
prior to the injury or damage.

BUSINESS LIABILITY COVERAGE FORM

Page 18 of 24 ends

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 SectionC., 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 SectionC. is
amended to include as an additional insured
the person(s) or organization(s) 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 acts or omissions of those acting on your
behalf:
a. In the performance of your 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 SectionC. 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
after 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 SectionC. 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 SectionC. 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 SectionC. 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. Additional Insured - State Or Political
Subdivision – Permits
a. WHO IS AN INSURED under SectionC. is
amended to include as an additional
insured the state or political subdivision
shown in the Declarations as an Additional

BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 19 of 24
Insured – State Or Political Subdivision -
Permits, but only with respect to
operations performed by you or on your
behalf for which the state or political
subdivision has issued a permit.
b. With respect to the insurance afforded to
these additional insureds, the following
additional exclusions apply:

This insurance does not apply to:
(1) "Bodily injury", "property damage" or
"personal and advertising injury"
arising out of operations performed for
the state or municipality; or
(2) "Bodily injury" or "property damage"
included in the "product-completed
operations" hazard.

7. Additional Insured – Vendors
a. WHO IS AN INSURED under SectionC. is
amended to include as an additional
insured the person(s) or organization(s)
(referred to below as vendor) shown in the
Declarations as an Additional Insured -
Vendor, but only with respect to "bodily
injury" or "property damage" arising out of
"your products" which are distributed or
sold in the regular course of the vendor's
business and only if this Coverage Part
provides coverage for "bodily injury" or
"property damage" included within the
"products-completed operations hazard".
b. The insurance afforded to the vendor is
subject to the following additional exclusions:
(1) This insurance does not apply to:
(a) "Bodily injury" or "property
damage" for which the vendor is
obligated to pay damages by
reason of the assumption of
liability in a contract or agreement.

This exclusion does not apply to
liability for damages that the
vendor would have in the absence
of the contract or agreement;
(b) Any express warranty
unauthorized by you;
(c) Any physical or chemical change
in the product made intentionally
by the vendor;
(d) Repackaging, unless unpacked
solely for the purpose of inspection,
demonstration, testing, or the
substitution of parts under
instructions from the manufacturer,
and then repackaged in the original
container;
(e) Any failure to make such
inspections, adjustments, tests or
servicing as the vendor has agreed
to make or normally undertakes to
make in the usual course of
business, in connection with the
distribution or sale of the products;
(f) Demonstration, installation,
servicing or repair operations,
except such operations performed
at the vendor's premises in
connection with the sale of the
product;
(g) Products which, after distribution
or sale by you, have been labeled
or relabeled or used as a
container, part or ingredient of any
other thing or substance by or for
the vendor; or
(h) "Bodily injury" or "property
damage" arising out of the sole
negligence of the vendor for its
own acts or omissions or those of
its employees or anyone else
acting on its behalf. However, this
exclusion does not apply to:
(i) The exceptions contained in
Subparagraphs (d) or (f);o r
(ii) Such inspections,
adjustments, tests or servicing
as the vendor has agreed to
make or normally undertakes
to make in the usual course of
business, in connection with
the distribution or sale of the
products.
(2) This insurance does not apply to any
insured person or organization from
whom you have acquired such
products, or any ingredient, part or
container, entering into,
accompanying or containing such
products.

8. Additional Insured – Controlling Interest
WHO IS AN INSURED under SectionC. is
amended to include as an additional insured
the person(s) or organization(s) shown in the
Declarations as an Additional Insured –
Controlling Interest, but only with respect to
their liability arising out of:
a. Their financial control of you; or
b. Premises they own, maintain or control
while you lease or occupy these premises.

BUSINESS LIABILITY COVERAGE FORM

Page 20 of 24 ends

This insurance does not apply to structural
alterations, new construction and demolition
operations performed by or for that person or
organization.

9. Additional Insured – Owners, Lessees Or
Contractors – Scheduled Person Or
Organization
a. WHO IS AN INSURED under SectionC. is
amended to include as an additional
insured the person(s) or organization(s)
shown in the Declarations as an Additional
Insured – Owner, Lessees Or Contractors,
but only with respect to liability for "bodily
injury", "property damage" or "personal
and advertising injury" caused, in whole or
in part, by your acts or omissions or the
acts or omissions of those acting on your
behalf:
(1) In the performance of your ongoing
operations for the additional
insured(s); or
(2) In connection with "your work"
performed for that additional insured
and included within the "products-
completed operations hazard", but
only if this Coverage Part provides
coverage for "bodily injury" or
"property damage" included within the
"products-completed operations
hazard".
b. With respect to the insurance afforded to
these additional insureds, this insurance
does not apply to "bodily injury", "property
damage" or "personal an advertising
injury" arising out of the rendering of, or
the failure to render, any professional
architectural, engineering or surveying
services, including:
(1) 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
(2) Supervisory, inspection, architectural
or engineering activities.

10. Additional Insured – Co-Owner Of Insured
Premises
WHO IS AN INSURED under SectionC. is
amended to include as an additional insured
the person(s) or Organization(s) shown in the
Declarations as an Additional Insured – Co-
Owner Of Insured Premises, but only with
respect to their liability as co-owner of the
premises shown in the Declarations.

The limits of insurance that apply to additional
insureds are described in SectionD. –L i m i t sO f
Insurance.

How this insurance applies when other insurance
is available to an additional insured is described in
the Other Insurance Condition in SectionE. –
Liability And Medical Expenses General
Conditions.

G. LIABILITY AND MEDICAL EXPENSES

DEFINITIONS

1. "Advertisement" means the widespread public
dissemination of information or images that
has the purpose of inducing the sale of goods,
products or services through:
a. (1) Radio;
(2) Television;
(3) Billboard;
(4) Magazine;
(5) Newspaper;
b. The Internet, but only that part of a web
site that is about goods, products or
services for the purposes of inducing the
sale of goods, products or services; or
c. Any other publication that is given
widespread public distribution.

However, "advertisement" does not include:
a. The design, printed material, information
or images contained in, on or upon the
packaging or labeling of any goods or
products; or
b. An interactive conversation between or
among persons through a computer network.

2. "Advertising idea" means any idea for an
"advertisement".

3. "Asbestos hazard" means an exposure or
threat of exposure to the actual or alleged
properties of asbestos and includes the mere
presence of asbestos in any form.

4. "Auto" means a land motor vehicle, trailer or
semi-trailer designed for travel on public
roads, including any attached machinery or
equipment. But "auto" does not include
"mobile equipment".

5. "Bodily injury" means physical:
a. Injury;
b. Sickness; or
c. Disease
sustained by a person and, if arising out of the
above, mental anguish or death at any time.

6. "Coverage territory" means:

BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 21 of 24
a. The United States of America (including its
territories and possessions), Puerto Rico
and Canada;
b. International waters or airspace, but only if
the injury or damage occurs in the course
of travel or transportation between any
places included ina. above;
c. All other parts of the world if the injury or
damage arises out of:
(1) Goods or products made or sold by you
in the territory described ina. above;
(2) The activities of a person whose home
is in the territory described ina.
above, but is away for a short time on
your business; or
(3) "Personal and advertising injury"
offenses that take place through the
Internet or similar electronic means of
communication
provided the insured's responsibility to pay
damages is determined in the United States of
America (including its territories and
possessions), Puerto Rico or Canada, in a
"suit" on the merits according to the
substantive law in such territory, or in a
settlement we agree to.

7. "Electronic data" means information, facts or
programs:
a. Stored as or on;
b. Created or used on; or
c. Transmitted to or from
computer software, including systems and
applications software, hard or floppy disks,
CD-ROMS, tapes, drives, cells, data
processing devices or any other media which
are used with electronically controlled
equipment.

8. "Employee" includes a "leased worker".
"Employee" does not include a "temporary
worker".

9. "Executive officer" means a person holding
any of the officer positions created by your
charter, constitution, by-laws or any other
similar governing document.

10. "Hostile fire" means one which becomes
uncontrollable or breaks out from where it was
intended to be.

11. "Impaired property" means tangible property,
other than "your product" or "your work", that
cannot be used or is less useful because:
a. It incorporates "your product" or "your work"
that is known or thought to be defective,
deficient, inadequate or dangerous; or
b. You have failed to fulfill the terms of a
contract or agreement;
if such property can be restored to use by:
a. The repair, replacement, adjustment or
removal of "your product" or "your work";
or
b. Your fulfilling the terms of the contract or
agreement.

12. "Insured contract" means:
a. A contract for a lease of premises.

However, that portion of the contract for a
lease of premises that indemnifies any
person or organization for damage by fire,
lightning or explosion to premises while
rented to you or temporarily occupied by
you with permission of the owner is
subject to the Damage To Premises
Rented To You limit described in Section
D. – Liability and Medical Expenses Limits
of Insurance.
b. A sidetrack agreement;
c. Any easement or license agreement,
including an easement or license
agreement in connection with construction
or demolition operations on or within 50
feet of a railroad;
d. Any obligation, as required by ordinance,
to indemnify a municipality, except in
connection with work for a municipality;
e. An elevator maintenance agreement; or
f. That part of any other contract or
agreement pertaining to your business
(including an indemnification of a
municipality in connection with work
performed for a municipality) under which
you assume the tort liability of another
party to pay for "bodily injury" or "property
damage" to a third person or organization,
provided the "bodily injury" or "property
damage" is caused, in whole or in part, by
you or by those acting on your behalf.

Tort liability means a liability that would be
imposed by law in the absence of any
contract or agreement.

Paragraph f. includes that part of any
contract or agreement that indemnifies a
railroad for "bodily injury" or "property
damage" arising out of construction or
demolition operations within 50 feet of any
railroad property and affecting any railroad
bridge or trestle, tracks, road-beds, tunnel,
underpass or crossing.

However, Paragraphf. does not include
that part of any contract or agreement:

BUSINESS LIABILITY COVERAGE FORM

Page 22 of 24 ends

(1) That indemnifies an architect,
engineer or surveyor for injury or
damage arising out of:
(a) Preparing, approving or failing to
prepare or approve maps, shop
drawings, opinions, reports,
surveys, field orders, change
orders, designs or drawings and
specifications; or
(b) Giving directions or instructions,
or failing to give them, if that is the
primary cause of the injury or
damage; or
(2) Under which the insured, if an
architect, engineer or surveyor,
assumes liability for an injury or
damage arising out of the insured's
rendering or failure to render
professional services, including those
listed in (1) above and supervisory,
inspection, architectural or
engineering activities.

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 ina., b., c.,o rd.
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 ina., b., c.,o rd.
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) Cherry pickers and similar devices
mounted on automobile or truck
chassis and used to raise or lower
workers; and
(3) Air compressors, pumps and
generators, including spraying,
welding, building cleaning,
geophysical exploration, lighting and
well servicing equipment.

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;

BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05 Page 23 of 24
c. The wrongful eviction from, wrongful entry
into, or invasion of the right of private
occupancy of a room, dwelling or
premises that the person occupies,
committed by or on behalf of its owner,
landlord or lessor;
d. Oral, written or electronic publication of
material that slanders or libels a person or
organization or disparages a person's or
organization's goods, products or services;
e. Oral, written or electronic publication of
material that violates a person's right of
privacy;
f. Copying, in your "advertisement", a
person’s or organization’s "advertising
idea" or style of "advertisement";
g. Infringement of copyright, slogan, or title of
any literary or artistic work, in your
"advertisement"; or
h. Discrimination or humiliation that results in
injury to the feelings or reputation of a
natural person.

18. "Pollutants" means any solid, liquid, gaseous or
thermal irritant or contaminant, including smoke,
vapor, soot, fumes, acids, alkalis, chemicals and
waste. Waste includes materials to be recycled,
reconditioned or reclaimed.

19. "Products-completed operations hazard";
a. Includes all "bodily injury" and "property
damage" occurring away from premises
you own or rent and arising out of "your
product" or "your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed
or abandoned. However, "your work"
will be deemed to be completed at the
earliest of the following times:
(a) When all of the work called for in
your contract has been completed.
(b) When all of the work to be done at
the job site has been completed if
your contract calls for work at
more than one job site.
(c) When that part of the work done at
a job site has been put to its
intended use by any person or
organization other than another
contractor or subcontractor
working on the same project.

Work that may need service, maintenance,
correction, repair or replacement, but
which is otherwise complete, will be
treated as completed.

The "bodily injury" or "property damage"
must occur away from premises you own
or rent, unless your business includes the
selling, handling or distribution of "your
product" for consumption on premises you
own or rent.
b. Does not include "bodily injury" or
"property damage" arising out of:
(1) The transportation of property, unless
the injury or damage arises out of a
condition in or on a vehicle not owned
or operated by you, and that condition
was created by the "loading or
unloading" of that vehicle by any
insured; or
(2) The existence of tools, uninstalled
equipment or abandoned or unused
materials.

20. "Property damage" means:
a. Physical injury to tangible property,
including all resulting loss of use of that
property. All such loss of use shall be
deemed to occur at the time of the
physical injury that caused it; or
b. Loss of use of tangible property that is not
physically injured. All such loss of use
s h a l lb ed e e m e dt oo c c u ra tt h et i m eo f
"occurrence" that caused it.

As used in this definition, "electronic data" is
not tangible property.

21. "Suit" means a civil proceeding in which
damages because of "bodily injury", "property
damage" or "personal and advertising injury"
to which this insurance applies are alleged.
"Suit" includes:
a. An arbitration proceeding in which such
damages are claimed and to which the
insured must submit or does submit with
our consent; or
b. Any other alternative dispute resolution
proceeding in which such damages are
claimed and to which the insured submits
with our consent.

22. "Temporary worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or
short-term workload conditions.

23. "Volunteer worker" means a person who:
a. Is not your "employee";

BUSINESS LIABILITY COVERAGE FORM

Page 24 of 24 ends

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) Work or operations performed by you
or on your behalf; and
(2) Materials, parts or equipment
furnished in connection with such work
or operations.
b. Includes:
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use
of "your work"; and
(2) The providing of or failure to provide
warnings or instructions.

05/18/23 08/03/24

SENTINEL INSURANCE COMPANY, LIMITED
72 SBA TU9561 08/03/23 TO 08/03/24
$1,000,000
$2,000,000
$1,000,000
X $1,000,000
X $2,000,000
SENTINEL INSURANCE CO LTD 72UECZD5366 12/28/23 TO 08/03/24 X
X
X $1,000,000
HARTFORD ACCIDENT & INDEMNITY CO 72WECKO2675 02/11/24 TO 02/11/25 X $1,000,000
$1,000,000
$1,000,000
Form SX 80 04 10 08 Page 1 of 2
Process Date: Policy Expiration Date:

EXTENSION SCHEDULE OF

UNDERLYING INSURANCE POLICIES
This extension schedule forms a part of the policy designated in the Declarations.

Carrier, Policy Number and Policy Period:

Type of Coverage Applicable Limits
( X ) Business Liability - including: Bodily Injury and Property Damage Liability Combined
each occurrence
general aggregate
Employees as Additional Insureds
Contractual Liability
Limited Non-Owned Watercraft
Additional Insureds
Damages To Premises Rented To You Property Damage Liability each occurrence
( ) Personal and Advertising Injury
( ) Products/Completed Operations Prod./Comp. Ops.
aggregate
( ) Hired Auto and Non-Owned Auto Limit of Liability
B.
( ) Comprehensive Automobile Liability - Bodily Injury Liability Owned Automobiles each person
each accident
Property Damage Liability
( ) Non-Owned Automobiles each accident
Bodily Injury and Property Damage
( ) Hired Automobiles Liability Combined
each accident
( ) Uninsured Motorist each occurrence
C.
( ) Employer’s Liability each accident*
each employee by
disease*
total policy by disease*
D.
( ) Liquor Liability
An "X" marked in the box indicates the coverage is provided in the Underlying Policies. (Note Maintenance of Underlying Insurance Condition SX 80 02 or SX 80 03) *Except that in any jurisdiction where the amount of Employers Liability Coverage afforded by the underlying insurer is by law unlimited, the limit stated does not apply and the policy of which this extension schedule forms a part shall afford no insurance with respect to Employers Liabilityin such jurisdiction.

05/18/23 08/03/24
72 SBA TU9561
Form SX 80 04 10 08 Page 2 of 2
Process Date: Policy Expiration Date:

EXTENSION SCHEDULE OF UNDERLYING
INSURANCE POLICIES (Continued)
POLICY NUMBER:

Carrier, Policy Number and Policy Period:

Type of Coverage Applicable Limits
( ) Foreign Commercial General Liability- including: each occurrence Personal and Advertising Injury Personal and Advertising Injury aggregate
Products/Completed Operations Products/Completed
Operations aggregate
( ) Foreign Contingent Auto Liability each accident
( ) Foreign Employer’s Liability each accident *
each employee by disease*
total policy by disease*
An "X" marked in the box indicates the coverage is provided in the Underlying Policies. (Note Maintenance of Underlying Insurance Condition SX 80 02 or SX 80 03) *Except that in any jurisdiction where the amount of Employers Liability Coverage afforded by the underlying insurer is by law unlimited, the limit stated does not apply and the policy of which this extension schedule forms a part shall afford no insurance with respect to Employers Liabilityin such jurisdiction.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 1 of 6 Process Date: 06/24/23 Policy Expiration Date: 08/03/24 © 2000, The Hartford
WORKERS’ COMPENSATION BROAD FORM ENDORSEMENT

EXTENDED OPTIONS
Policy Number: 72 WEC AM7FEE Endorsement Number:

Effective Date: 08/03/23 Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address: 3DI INC
3 POINTE DR STE 307
BREA CA 92821
Section I of this endorsement expands coverage provided under WC 00 00 00.

Section II of this endorsement provides additional coverage usually only provided by endorsement.

Section III of this endorsement is a Schedule of Covered States.

You may use the index to locate these coverage features quickly:

INDEX

SUBJECT PAGE SUBJECT PAGE

SECTION I
PARTS ONE and TWO
01 We Will Also Pay

PART - THREE
02 How This Insurance Works

PART - SIX
03 Transfer of Your Rights and Duties
04 Liberalization

SECTION II

VOLUNTARY COMPENSATION

INSURANCE
05 Voluntary Compensation Insurance
A. How This Insurance Applies
B. We Will Pay
C. Exclusions
D. Before We Pay
E. Recovery From Others
F. Employers’ Liability Insurance
EMPLOYERS’ LIABILITY STOP GAP

ENDORSEMENT
06 Employers’ Liability Stop Gap
Coverage
A. Stop Gap Coverage Limited to
Montana, North Dakota, Ohio,
Washington, West Virginia and
Wyoming
2 2
2 2
2 2
2 2
2 2
2 2
3 3
3 3
3 3
3 3
B. Part One Does Not Apply
C. Application of Coverage
D. Additional Exclusions
E. West Virginia

EXTENDED OPTIONS
01 Employers’ Liability Insurance
02 Unintentional Failure to Disclose
Hazards
03 Waiver of Our Right to Recover from
Others
04 Foreign Voluntary Compensation
A. How This Reimbursement Applies
B. We Will Reimburse
C. Exclusions
D. Before We Pay
E. Recovery From Others
F. Reimbursement For Actual Loss
Sustained
G. Repatriation
H. Endemic Disease
05 Longshore and Harbor Workers’
Compensation Act Coverage
Endorsement

SECTION III
01 Schedule of Covered States
3 3
3 3
4 4
4 4
4 4
4 4
5 5
5 5
5 5
6 6

Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 2 of 6

SECTION I
PARTS ONE and TWO

1. WE WILL ALSO PAY
D. We Will Also Payof Part One(WORKERS’
COMPENSATION INSURANCE); and
E. We Will Also Pay of Part Two
(EMPLOYERS’ LIABILITY INSURANCE) is
replaced by the following:

We Will Also Pay
We will also pay these costs, in addition to
other amounts payable under this insurance,
as part of any claim, proceeding, or suit we
defend:

1. reasonable expenses incurred at our
request, INCLUDING loss of earnings;

2. premiums for bonds to release
attachments and for appeal bonds in
bond amounts up to the limit of our
liability under this insurance;

3. litigation costs taxed against you;

4. interest on a judgment as required by law
until we offer the amount due under this
law; and

5. expenses we incur.

PART THREE

2. How This Insurance Applies
Paragraph 4. of A. How This Insurance Appliesof
Part 3(Other States Insurance) is replaced by the
following:

4. If you have work on the effective date of this
policy in any state not listed in Item 3.A. of the
Information Page, coverage will not be afforded
for that state unless we are notified withinsixty
days.

PART SIX

3. Transfer Of Your Rights and Duties
C. Transfer Of Your Rights and Dutiesof Part 6
(Conditions) is replaced by the following:

Your rights or duties under this policy may not be
transferred without our written consent.

If you die and we receive notice withinsixty days
after your death, we will cover your legal
representative as insured.

4. Liberalization
If we adopt a change in this form that would broaden
the coverage of this form without extra charge, the
broader coverage will apply to this policy. It will apply when the change becomes effective in your state.

SECTION II
VOLUNTARY COMPENSATION ANDEMPLOYERS’

LIABILITY COVERAGE

5. Voluntary Compensation Insurance
A. How This Insurance Applies
This insurance applies to bodily injury by
accident or bodily injury by disease. Bodily
injury includes resulting death.

1. The bodily injury must be sustained by
any officer or employee not subject to the
workers’ compensation law of any state
shown in Item 3.A. of the Information
Page.

2. The bodily injury must arise out of and in
the course of employment or incidental to
work in a state shown in Item 3.A. of the
Information Page

3. The bodily injury must occur in the United
States of America, its territories or
possessions, or Canada, and may occur
elsewhere if the employee is a United States
or Canadian citizen, or otherwise legal
resident, and legally employed, in the United
States or Canada and temporarily away from
those places.

4. Bodily injury by accident must occur during
the policy period.

5. Bodily injury by disease must be caused or
aggravated by the conditions of the

Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 3 of 6 officer’s or employee’s employment. The
officer’s or employee’s last day of last
exposure to the conditions causing or
aggravating such bodily injury by disease
must occur during the policy period.

B. We Will Pay
We will pay an amount equal to the benefits
that would be required of you as if you and
your employees were subject to the workers’
compensation law of any state shown in Item

3.A. of the Information Page. We will pay
those amounts to the persons who would be
entitled to them under the law.

C. Exclusion
This insurance does not cover:

1. any obligation imposed by workers’
compensation or occupational disease
law or any similar law.

2. bodily injury intentionally caused or
aggravated by you.

3. officers or employees who have elected
not to be subject to the state workers’
compensation law.

4. partners or sole proprietors not covered
under the Standard Sole Proprietors,
Partners, Officers and Others Coverage
Endorsement.

D. Before We Pay
Before we pay benefits to the persons
entitled to them, they must:

1. Release you and us, in writing, of all
responsibility for the injury or death.

2. Transfer to us their right to recover from
others who may be responsible for the
injury or death.

3. Cooperate with us and do everything
necessary to enable us to enforce the
right to recover from others.

If the persons entitled to the benefits of this
insurance fail to do those things, our duty to
pay ends at once. If they claim damages
from you or from us for the injury or death,
our duty to pay ends at once.

E. Recovery From Others
If we make a recovery from others, we will
keep an amount equal to our expenses of
recovery and the benefits we paid. We will
pay the balance to the persons entitled to it
If the persons entitled to the benefits of this
insurance make a recovery from others, they
must reimburse us for the benefits we paid them.

F. Employers’ Liability Insurance
Part Two (Employers’ Liability Insurance) applies
to bodily injury covered by this endorsement as
though the State of Employment was shown in
Item 3.A. of the Information Page.

This provision 5. does not apply in New Jersey or
Wisconsin.

EMPLOYERS’ LIABILITY STOP GAP COVERAGE

6. Employers’ Liability Stop Gap Coverage
A. This coverage only applies in Montana, North
Dakota, Ohio, Washington, West Virginia and
Wyoming.

B. Part One (Workers’ Compensation Insurance)
does not apply to work in states shown in
Paragraph A above.

C. Part Two (Employers’ Liability Insurance) applies
in the states, shown in Paragraph A., as though
they were shown in Item 3.A. of the Information
Page.

D. Part Two, Section C.Exclusions is changed by
adding these exclusions.

This insurance does not cover;

5. bodily injury intentionally caused or
aggravated by you or in Ohio bodily injury
resulting from an act which is determined by
an Ohio court of law to have been committed
by you with the belief than an injury is
substantially certain to occur. However, the
cost of defending such claims or suits in Ohio
is covered.

13. bodily injury sustained by any member of the
flying crew of any aircraft.

14. any claim for bodily injury with respect to
which you are deprived of any defense or
defenses or are otherwise subject to penalty
because of default in premium under the
provisions of the workers’ compensation law
or laws of a state shown in Paragraph A.

E. This insurance applies to damages for which you
are liable under West Virginia Code Annot. S 23-
4-2.

Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 4 of 6

EXTENDED OPTIONS

1. Employers’ Liability Insurance
Item 3.B.of theInformation Pageis replaced by
the following:

B. Employers’ Liability Insurance:

1. Part Twoof the policy applies to work in
each state listed in Item 3.A.

The Limits of Liability under Part Two are
the higher of:

Bodily Injury
by Accident $500,000 Each Accident
Bodily Injury
by Disease $500,000 Policy Limit
Bodily Injury
by Disease $500,000 Each Employee
OR

2. The amount shown in the Information
Page.

This provision 1 ofEXTENDED OPTIONSdoes
not apply in New York because the Limits Of Our
Liability are unlimited.

In this provision the limits are changed from
$500,000 to $1,000,000 in California.

2. Unintentional Failure to Disclose Hazards
If you unintentionally should fail to disclose all
existing hazards at the inception date of your
policy, we shall not deny coverage under this
policy because of such failure.

3. Waiver of Our Right To Recover From Others
A. We have the right to recover our payments
from anyone liable for an injury covered by
this policy. We will not enforce our right
against any person or organization for whom
you perform work under a written contract
that requires you to obtain this agreement
from us.

This agreement shall not operate directly or
indirectly to benefit anyone not named in the
agreement.

B. This provision 3. does not apply in the states
of Pennsylvania and Utah.

4. Foreign Voluntary Compensation and Employers’
Liability Reimbursement
A. How This Reimbursement Applies
This reimbursement provision applies to bodily
injury by accident or bodily injury by disease.

Bodily injury includes resulting death.

1. The bodily injury must be sustained by an
officer or employee.

2. The bodily injury must occur in the course of
employment necessary or incidental to work
in a country not listed in Exclusion C.1. of this
provision.

3. Bodily injury by accident must occur during
the policy period.

4. Bodily injury by disease must be caused or
aggravated by the conditions of your
employment. The officer or employee’s last
exposure to those conditions of your
employment must occur during the policy
period.

B. We Will Reimburse
We will reimburse you for all amounts paid by
you whether such amounts are:

1. voluntary payments for the benefits that
would be required of you if you and your
officers or employees were subject to any
workers’ compensation law of the state of
hire of the individual employee.

2. sums to which Part Two (Employers’ Liability
Insurance) would apply if the Country of
Employment were shown in Item 3.A. of the
Information Page.

C. Exclusions
This insurance does not cover:

1. any occurrences in the United States,
Canada, and any country or jurisdiction
which is the subject of trade or economic
sanctions imposed by the laws or regulations
of the United States of America in effect as of
the inception date of this policy.

2. any obligation imposed by a workers’
compensation or occupational disease law,
or similar law.

3. bodily injury intentionally caused or
aggravated by you

Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 5 of 6

4. liability for any consequence, whether
direct or indirect, of war, invasion, act of
Foreign enemy, hostilities (whether war
be declared or not), civil war, rebellion,
revolution, insurrection or military or
usurped power. No endorsement now or
subsequently attached to this policy shall
be construed as overriding or waiving
this limitation unless specific reference is
made thereto.

D. Before We Pay
Before we reimburse you for the benefits to
the persons entitled to them, you must have
them:

1. release you and us, in writing, of all
responsibility for the injury or death,

2. transfer to us their right to recover from
others who may be responsible for their
injury or death,

3. cooperate with us and do everything
necessary to enable us to enforce the
right to recover from others.

If the persons entitled to the benefits paid fail
to do these things, our duty to reimburse
ends at once. If they claim damages from us
for the injury or death, our duty to reimburse
ends at once.

E. Recovery From Others
If we make a recovery from others, we will
keep an amount equal to our expenses of
recovery and the benefits we reimbursed.

We will pay the balance to the persons
entitled to it. If persons entitled to the
benefits make a recovery from others, they
must repay us for the amounts that we have
reimbursed you.

F. Reimbursement for Actual Loss
Sustained
This endorsement provides only for
reimbursement for the loss you actually
sustain. In order for you to recover loss or
expenses under this reimbursement you
must:

1. actually sustain and pay the loss or
expense in money after trial, or

2. secure our consent for the payment of
the loss or expense.

G. Repatriation
Our reimbursement includes the additional
expenses of repatriation to the United States
of America necessarily incurred as a direct result
of bodily injury.

Our reimbursement shall be limited as follows:

1. to the amount by which such expenses
exceed the normal cost of returning the
officer or employee if in good health, or

2. in the event of death, to the amount by which
such expenses exceed the normal cost of
returning the officer or employee if alive and
in good health.

In no event shall our reimbursement exceed the
bodily injury by accident limit shown in Item 3.B.
of the Information Page as respects any one
such officer or employee whether dead or alive.

H. Endemic Disease
The word “disease” includes any endemic
diseases.

The coverage applies as if endemic diseases
were included in the provisions of the workers’
compensation law.

5. Longshore and Harbor Workers’ Compensation
Act Coverage
General Section C. Workers’ Compensation Law
is replaced by the following:

C. Workers’ Compensation Law
Workers’ Compensation Law means the workers
or workers’ compensation law and occupational
disease law of each state or territory named in
Item 3.A. of the Information Page and the
Longshore and Harbor Workers’ Compensation
Act (33 USC Sections 901-950). It includes any
amendments to those laws that are in effect
during the policy period. It does not include any
other federal workers or workers’ compensation
law, other federal occupational disease law or the
provisions of any law that provide
nonoccupational disability benefits.

Part Two (Employers’ Liability Insurance), C.

Exclusions, exclusion 8, does not apply to work
subject to the Longshore and Harbor Workers’
Compensation Act.

This coverage does not apply to work subject to
the Defense Base Act, the Outer Continental
Shelf Lands Act, or the Nonappropriated Fund
Instrumentalities Act.

Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6

SECTION III

1. SCHEDULE OF COVERED STATES
A. This endorsement only applies in the states
listed in this Schedule of Covered States.

B. If a state, shown in Item 3.A. of the Information
Page, approves this endorsement after the
effective date of this policy, this endorsement will
apply to this policy. The coverage will apply in
the new state on the effective date of the state
approval
C. Schedule of Covered States:

CA
Countersigned by
Authorized Representative

$"(#)"

&$*& +
+

&,
$
(,
(%-$
,..
(%-$("$
& $
$&
$(/

0 122
#
7+

/
2

!
D

1 -$("
$ & $&90
,

3 4
!7 D

3 4 !
,#
(E# D

3+4 A$,!7 /;, /.&
34
%"
;(E# /;, /.&
34

-&3

&
(##$4 D

/.&
-$("
$ & $>90
3 4 !( D

3 4 #$,( D

3+4
%"
;(E&"$( /;, /.&
34 "$7
D

-$("
$ & $9-$(
,$,
F"(
,((
3 4 -$(
,#
(( D

3 4 F"(
,$(
D

3+4
%
$ /;, /.&
-$("
$ & $9!0",
3 4 " D

3 4 0"$,($(7 D

3+4
$ D

34 "((E&"$( /;, /.&
34
$"($(7 /;, /.&
324 !$ /;, /.&
364 A
"(
(
$ /;, /.&
34
$(
$ A

$ /;, /.&

%$(( D

/.&
-,$
0",
%$(( /;, /.&

1

"#

Third Party Insuring Agreements Limit Retention
A. Network Security and Privacy
Liability
$5,000,000
Each Claim / Aggregate
$25,000 Each Claim
Claims against you because of a network security or privacy breach. This may arise from a denial of service attack, malicious code, a stolen laptop, or any type of data breach.

B. Regulatory Proceedings, Fines
and Penalties
$5,000,000
Each Claim / Aggregate
$25,000 Each Claim
Defense and civil nes and penalties imposed by a governmental agency as a result of a breach of privacy regulations.

C. Media Liability $5,000,000
Each Claim / Aggregate
$25,000 Each Claim
Claims against you arising from the release or display of your media material. This includes claims alleging copyright infringement, slander, libel, defamation, and other media perils.

D. PCI DSS Assessment Expenses $5,000,000
Each Claim / Aggregate
$25,000 Each Claim
Forensic investigation costs, nes, penalties and assessments you are legally responsible for as a result of actual or alleged non-compliance with Payment Card Industry Data Security Standards.

E. Technology and Professional
Services Liability
$5,000,000
Each Claim / Aggregate
$25,000 Each Claim
Coverage for damages and claims expenses arising from both tech-based services and other professional services oered by the insured. Claims stemming from the failure in tech products are also covered.

Smart Tech E&O Insurance™ Prepared for 3DI, Inc.
corvusinsurance.com

First Party Insuring Agreements Limit
Retention, Waiting Period,
& Period of Indemnity
A. Business Interruption
See Video: www.corvusinsurance.com/bi
$5,000,000
Each Loss / Aggregate
Waiting Period: 12 Hours
Period of Indemnity: 6 Months
Business income loss and extra expenses you incur during a computer network outage.

B. Contingent Business Interruption
See Video: www.corvusinsurance.com/bi
$5,000,000
Each Loss / Aggregate
Waiting Period: 12 Hours
Period of Indemnity: 6 Months
Business income loss and extra expenses you incur during a network outage at your outsourced service provider.

C. Digital Asset Destruction, Data
Retrieval and System Restoration
$5,000,000
Each Loss / Aggregate
$25,000 Each Loss
Digital asset loss and related expenses you incur as a result of a security breach, privacy breach, or administrative error.

D. Social Engineering & Cyber Crime
Coverage
See Video: www.corvusinsurance.com/1st-
party
$100,000
Each Loss / Aggregate
$25,000 Each Loss
Financial fraud, phishing attack loss, and telecommunications fraud loss you sustain as a result of a social engineering event or impersonation attempt.

E. Reputational Loss $5,000,000
Each Loss / Aggregate
Waiting Period: 2 Weeks
Period of Indemnity: 6 Months
Business income loss you may suer related to a media report arising from a privacy breach, cyber extortion threat, or phishing attack.

F. Extortion Events
See Video: www.corvusinsurance.com/1st-
party
$5,000,000
Each Loss / Aggregate
$25,000 Each Loss
Your expenses or payments to respond to a cyber extortion demand G. Breach Response and Remediation
Expenses
See Video: www.corvusinsurance.com/1st-
party
$5,000,000
Each Loss / Aggregate
$25,000 Each Loss
Smart Tech E&O Insurance™ Prepared for 3DI, Inc.
corvusinsurance.com

First Party Insuring Agreements Limit
Retention, Waiting Period,
& Period of Indemnity
Your expenses to respond to a data breach incident including legal services, forensics investigation, notication, credit monitoring and public relations.

Maximum Policy Aggregate Limit: $5,000,000
Smart Tech E&O Insurance™ Prepared for 3DI, Inc.
corvusinsurance.com

Alameda City CouncilDecember 19, 2023

Alameda City Council
December 19, 2023