Richmond City Council
May 26, 2026

CITY OF RICHMOND

STANDARD CONTRACT
Department: Public Works - Parks Project Manager: Janice Lee Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 231-3004
PR No: Vendor No: 12967 P.O./Contract No: SS20
Description of Services:

Consultant shall provide administrative services for the Hilltop Landscape Maintenance District, The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

Parties. The parties to this Contract are the City of Richmond (herein referred to as the "City") and the following named Contractor:

SCI Consulting Group
Company Name:

Street Address: 4745 Mangels Group
City, State, Zip Code: Fairfield, CA 94534
Contact Person: John Bliss
Telephone: (707) 430-4300 Email: [email protected]
Business License No: 40056534 / Expiration Date: January 7, 2022 A California corporation, limited liability corporation general partnership, limited partnership, L individual, L non-profit corporation, _ individual dba as [specify:]
other [specify:]
Term. The effective date of this Contract is March 17, 2021 and it terminates March 18, 2024 unless terminated as provided herein.

Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 32,250.00 • City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.

Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

5. City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.

7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.

10. Signatures. These signatures attest the parties' Contract hereto:

CITY OF RICHMOND CONTRACTOR:
a municipal corporation
SCI Consulting Group
By MA
(* The Corporation Chairperson of the Board
President or Vice President should sign below)
THe Mayor By: John W. Bliss
I hereby certify that this Contract Title: President
has been approved by City Council.

Date Signed: March 17, 2021
angelina Kunder for
City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secrefary should sign below)
By: John W. Bliss) L w. Bla :

Title: Secretary
Date Signed; March 17, 2021
(NOTE: Pursuant to California Corporations
Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.

LIST OF ATTACHMENTS:

Exhibit A
ayment Provision: Exhibit B
uthorized Representatives and Notice Exhiblt C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contrac/EJ/TE 9-26-07
Forthe Contract between the City of
Richmond and
SCI Consulting Group

EXHIBIT A

SERVICE PLAN
Contractor shall, to the satisfaction of the Parks & Landscaping Superintendt, perform the following services and be compensated as outlined below:

See Exhibit 1
......

Exhibit 1
The duties shall include, but shall not be limited to, the following:
• Identify all parcels which will have a special benefit conferred upon them which an assessment will be imposed
• Determine the proportionate special benefit derived by each identified parcel in relationship to the entirety of the maintenance and operation expenses of the District.
• Calculate the amount of the proposed assessment for each identified parcel.
• Prepare a spreadsheet in Excel or other format acceptable to the City snowing the identified parcels, all data and formulas required to calculate the assessments, the County Assessor's parcel numbers, and the :
owner's name for each parcel.
• Confirm total estimated cost of services to City with itemized methodology for arriving at cost.
• Preparation of assessment diagrams and maps to indicate the extent of the District and to identify each parcel within the District. • Prepare the notice, address labels, and mail material to the owner of record of each identified parcel within the District.
• Prepare the Budget Report, Resolution of Intention, Resolution approving the Engineer's Report and any other notice, certificates, Resolution, or other document required by the Maintenance District Procedure (Richmond Municipal Code, Chapter 12.60), State law including Proposition 218, and any other applicable State or local regulations for the levying of assessments for the 2021-2024 Fiscal Year. • Present the Engineer's Report to the City Council.
• Attend meetings as may be required by staff or City Council to discuss to the Maintenance and the proposed assessments. :
:
• Prepare a spreadsheet in Excel or any other format acceptable to the City, weighing each parcel according to the proportional financial obligation of the affected property.
• Defend the Engineer's Report and the method of determining and spreading benefits at the Public Hearing.
1 • Make minor modifications to the Engineer's Report as may be directed by the City Council.
• Submit approved Engineer's Report to the City in electronic and manual form acceptable to the City.
...
• Include the maintenance and operation of the Hilltop Lake. :
• Complete all tasks prior to July 15, 2021-2024.
• Contract will be for 3 years with two year option to extend contract. ... .
......
2 For the Contract between the City of
richmond and
SCI Consulting Grou

EXHIBIT B

PAYMENT PROVISIONS
(PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES

THAT EXCEED THE CONTRAGT PAYMENT LIMIT UNLESS A CONTRACT

AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}
:

1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.

2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc. Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.

3. Contractor shall submit timely invoices to the following address:

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Janice Lee Department: Public Works - Parks PO Box 4046
Richmond, CA 94804-0046

4. All invoices that are submitted by Contractor shall be subject to the approval of the City's Project Manager, Janice Lee before payments shall be authorized.

5. The City will pay invoice(s) within 45 days after completion of services to the City's satisfaction. The City shall not pay late fees or interest.

6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.

7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.

For the Contract between the City of
Richmond and
SCI Consulting Group

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.

1.1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

Janice Lee
City of Richmond
440 Civic Center Plaza
Richmond, CA 94804-0046

1.2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

John Bliss
SCI Consulting Group
4745 Mangels Group
Fairfield, CA 94534

EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.

2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.

3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.

4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 09-26-07 1 of 12
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

Contractor further agrees to assist City, at City's expense, in every proper way to secure the City's rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such insfruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.

5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.

If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.

6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.

General Condillons/EJ/TE 09-26-07 2 of 12
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.

Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government.

Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor's accounting and control systems shall be satisfactory to City. Contractor's accounting • systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract, or for such longer period as may be required by law.

Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.

City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract, and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.

General Conditions/EJ/TE 09-26-07 3 of 12
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:

Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements, Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.

In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.

9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditions/EJ/TE 09-26-07 4 of 12
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.

City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City,

11. Business License, Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.

12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

General Conditions/EJ/TE 09-26-07 5 of 12

13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

15. Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City and its officers, employees, elected and appointed officials, and volunteers (the "Indemnified Parties") from and against any and all claims, demands, causes of action, lawsuits (whether at law, equity or both), proceedings, liabilities, losses, damages, expenses, costs (including without limitation attorney's fees and costs and expert witness fees), judgments, penalties, and liens of every nature resulting from injury to or death sustained by any person (including Contractor's employees), or damage to property of any kind, or any other injury or damage whatsoever, which injury, death or damage arises out of or is in any way connected with Contractor's performance of work hereunder or its failure to comply with any of its obligations contained in this Contract, or its failure to comply with any current or prospective law, regardless of Contractor's fault or negligence, including any of the same resulting from the alleged or actual negligent act or omission of an Indemnified Party, except that said indemnity shall not be applicable to injury, death or damage to property arising from the sole or active negligence or willful misconduct of City, their officers, agents, or servants.

Notwithstanding the foregoing, in the event a particular design, process or product of a particular manufacturer is specified by City in writing, City General Conditions/EJ/TE 09-26-07 6 of 12
shall defend, indemnify and hold Contractor harmless from any suits or claims of patent or copyright infringement arising out of Contractor's use of those specified designs, processes or products. City does not, however, consent to or authorize the unauthorized, unlicensed or otherwise impermissible use of any patented or copyrighted designs, processes, or products by Contractor. Therefore, if Contractor has any reason to believe the use of a specified design, process or product would result in the infringement of any patents or copyrights, Contractor shall promptly provide written notice thereof to City.

If Contractor is subject to a claim of patent or copyright infringement, then Contractor hereby agrees to provide City prompt notice of any such claim, and to permit City to assume and control the defense of such action, with counsel selected by City. Contractor shall not enter into any settlement of any such claim without City's prior written consent, which shall not be unreasonably withheld.

This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined therein).

16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone. :

17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth :
in said Exhibit F.

18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.

19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment General Conditions/EJ/TE 09-26-07 7 of 12
discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.

Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.

Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.

Contractor acknowledges that the City's Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City's website at
http://www.ci.richmond.ca.us/workplacepolicies. Contractor agrees to abide by the terms and conditions of said policies.

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

Contractor acknowledges that the services which Contractor shall provide under this Contract are unique; personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.

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The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
• 21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.

22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.

23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and City reserves the right to employ other Contractors in connection with the project.

25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable), or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.

26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, General Conditions/EJ/TE 09-26-07 9 of 12 •
acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.

27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.

Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.

28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or .

Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:

All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.

No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.

29. Third Parties. Nothing herein shall be interpreted as creating any rights or :
benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."

30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.

This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.

31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure General Conditions/EJ/TE 09-26-07 10 of 12
by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.

32. Claims. Any claim by Contractor against City hereunder shall be subject accrual of the cause of action.
:

33. Interpretation. This Contract shall be interpreted as if drafted by both parties.

34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purposes). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.

37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.

Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor's performance, or payments General Condillons/EJ/TE 09-26-07 11 of 12
therefore, or any combination of these acts, shall not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.

39. Performance and Final Acceptance.

Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.

Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.

City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.

If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.

40. Survival, The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.

General Conditions/EJ/TE 09-26-07 12 of 12
For the Contract between the City of
ichmond an
Cl Consulting Grou

EXHIBIT E
...

SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
...........

For the Contract between the City of
Richmond and
SCI Consulting Group

EXHIBIT F

INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
.......
- Exhibit F
. Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
In all instances where a CONTRACTOR or Its representatives will be conducting business and/or providing services, the City regures the following MINIMUM insurance requirements and limits.

ONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services o upples, insurance agalnst clalms for Injuries to persons or damages to property which may arise from or in connectio with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, presentatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability Insurance, CONTRACTOR shall look solely to Its Insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any Insurer providing Commerclal General Liabllity insurance to elther CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such Insurer of sald CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such Insurance.

Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, as well as a walver of subrogation for Workers' Compensation Insurance, shall be received and approved by the City before any work may begin. However, fallure to do so shall not operate as a waiver of these Insurance requirements.

City reserves the right to modify or require additional coverages for speciflc risk exposures depending on scope of CONTRACTORS work.

Minimum coverage Is detalled below, The policy limits of coverage shall be made available to the full limits of the policy.

The minimum lImits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

Minimum Scope of Insurance - the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) Including coverage for bodily and personal injury, property damage, and products and completed operations.

2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)

3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or Its equivalent) with primary and non-contributory language.

4. Workers' Compensation Insurance as required by the State of Californla including Employer's Liability coverage.

5. Original and Separate Walver of Subrogation for Workers' Compensation and Builder's Risk/ Course of Construction Insurance.

6. Bullder's Risk/Course of Construction Insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property, - (Only required for Construction Contracts Involving property)

7. Contractor's Pollution Liability (if applicable for Construction Contractors) Required Coverage Minimum Limits
Workers' Compensation and Statutory limits as required by the State of Californla Including $1 million Employers' Liabillty per accident, per employee for bodily Injury or disease.

Employers' Liability IF CONTRACTOR Is self-insured, provide a certificate of Permission to Self- Insure, signed by the Californla Department of Industrial Relations and Self- Insurance, If contractor is a sole proprietor (has no employees) than contractor must sign "Contractor Release of Liabllity" found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61
Type 1 - Page 1 of 4
Revised: September 2011
_ Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
General Liability PROJECT COST REQURED LIMXT
50 - $5 millon $2 million p/o
Coribany and exces likes
Över $10 million
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detalled below.

Automobile Liabllity $1,000,000 per occurrence for bodily injury and property damage.

Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and Bullders' Risk/Course of business interruption.

Constructlon - Covers property If the project does not involve new or major reconstruction, an Installation under construction, repair or Floater may be acceptable. For such projects, a property installation floater renovation as well as equipment shall be obtained that provides for the improvement, remodel, modification, and materials to be installed. alteration, conversion or adjustment to existing bulldings, structures, processes, machinery and equipment. The Property Installation Floater (Only required for Construction shall provide property damage coverage for any bullding, structure, Projects involving property and machinery or equipment damaged, impalred, broken or destroyed during the equipment installation.) performance of the Work, including during transit, installation and testing at the City of Richmond's site.

The City of Richmond shall be named as loss payee as Its interest may appear. The Insurer shall waive all rights of subrogation against City..

Same Imits as General Liability.

Contractor's Pollution Liability (if
applicable)
Protects agalnst:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:
+VAC, paving, carpentry, pipeline
& tank installation, drillers,
remedlatlon contractors,
maintenance, mechanical,
demolition, excavation, grading,
street/road construction,
residentlal & commercial builders
Required Policy Conditions
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage Immediately and provide notice to City.

Additlonal Insured Endorsement Applicable to General Liability Coverage.

The City of Richmond, Its officers, officlals, employees, agents and volunteers are to be named as additlonal Insureds for all labllity arising out of the operations by or on behalf of the named insured, Including but not limited to bodlly iniury, deaths and property damage or destructlon arising in any respect directly or Indirectly in the performance of this contract.

ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required.

Type 1 - Page 2 of 4
Revised: September 2011
_ Exhibit F
- Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
Additlonal Insured Endorsement SAMPLE Endorsements can be found at (continued) http://www.ci.richmond.ca.us/index.aspx?nid=61 Primary and Noncontributory he contractor's insurance coverage must be primary coverage as it pertair the City, Its officers, officials, employees, agents and volunteers. Ar Insurance or self Insurance maintained by the City is wholly separate from responsiblice to provide instanced in no way relleves the contractor from its Walver of Subrogation
Endorsement Form
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nld=61
Deductibles and Self-Insured Any deductible or self-Insured retention must be declared to and approvec Retentions by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee In an amount equal to the deductible or self-insured retention guaranteeing payment of losses anc related Investigations, clalms administration and defense expenses.

Contractor or responsible for salsfacion or the deductible and/or ser insured Loss Payable Endorsement (only Applicable to Builder's Risk/Course of Construction naming the City of required when Builder's Risk Richmond as Loss Payee.

Insurance is reof Construction
SURETY BONDS The Contractor shall provide:
(If a Public Works/ Engineering 1. A Bid bond
Project) 2. A Performance Bond

3. A Payment Bond
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies Claims-Made Policies
date of the contract or the beginning of contract work. 2) Subcontractors
CONTRACTOR shall include all subcontractors as Insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor, All coverage for subcontractors shall be subiert to all of the regurements stated hereln.

Type 1 - Page 3 of 4
Revised: September 2011
_ Exhibit F
_ Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
Verification of Coverage
endorsements affecting the coverage at any time
Destinal ted rage cartage an ely pole endorsements shail be mailed, or delivered to tho :
surance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor mu all the orlginal certificates and endorsements to Designated Project Manager once faxe Continuaus Coverage
CONTRACTOR shall maintaln the required insurance for the life of the contract, Should the CONTRACTOR cease to have Insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until Insurance acceptable to the City is provided. In the event that CONTRACTOR falls to comply with the City's insurance equirements, the City may take such action as it deems necessary to protect the City's Interests. Such action ma clude but is not limited to termination of the contract, withholding of payments, or other actions as the City deem appropriate,
• services or the scope of work extend beyond the expiration dates of the required Insurance policies Initially approved b le City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, term and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.

Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days' prior written notice has been given to the City.

Reporting Requirements
Any fallure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, Its officers, officlals, employees or volunteers.

Consistent with Public Policy
he insuring provisions, Insofar as they may be judged to be against public policy shall be void and unenforceable only t he minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy an thus enforceable.

Type 1 - Page 4 of 4
Revised: September 2011
ACORD® CERTIFICATE OF LIABILITY INSURANCE DATE (MADDAYYY) 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 INSURERS), AUTHORIZED

REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, Arthur J. Gallagher & Co.

Insurance Brokers of CA. Inc, LIC # 0726293 PO. XIN 925-298-1112 100, 10): 925-299-0328 3697 Mt. Diablo Blvd, Suite 300 AbbREss:[email protected] Lafayette CA 94549 INSURERS) AFFORDING COVERAGE NAIC H
INSURERA: Sentinel Insurance Company Ltd 11000
INSURED SCICONS 01 INBURERB: Genint Insurence Company 10833 SCI Consulting Group
Consequence Propertles INSURE: Markel Insurance Company 38970 4745 Mangels Boulevard INSURER D:

Fairfleld CA 94534-4319 INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 05786481 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

ERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TEAM

XCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIM TYPEOFINSURANCE TADDI. SUBR LIMITS

POLICY NUMBER
AX COMMERCIAL GENERAL LIABILITY 57SBARH8313 4/20/2020 4/20/2021 EACH OCCURRENCE $2,000,000 ] CLAIMS IADE [X] OCCUR DAMAGE TO RENTED
PREMISES (En occurence) 51,000,000
MED EXP (Any one person) $ 10,000
PERSONAL & ADV INJURY $2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 X POLICY SECT LOC PRODUOTS• COMPOP AGG $4,000,000
OTHER: $
A AUTOMOBILE LIABILITY 57SBARH8313 4120/2020 4/20/2021 COMBINED SINGLE LIMIT $2,000,000 Ea accidenl)_
ANY AUTO BODILY INJURY (Per person)
OWNED SCHEDULED BODILY INJURY (Por accidont)

AUTOS ONLY AUTOS

HIRED NON-OWNED

AUTOS ONLY AUTOS ONLY
$
X UMBRELLA LIAB OCCUR 57SBARH8313 4/20/2020 4/20/2021 EACH OCCURRENCE $1,000,000 :

EXOESS LIAB CLAIMS-MADE AGGREGATE $1,000,000

DED I I RETENTIONS
WORKERS COMPENSATION MWC000353310 4/20/2020 4/20/2021 TATUTE T TOTH. :

AND EMPLOYERS' LIABILITY ER
YIN
NIA EL. EACH ACCIDENT $1,000,000
EL. DISEASE • FA EMPLOYEE 81,000.000
BESCRIPTON OF OPERATIONS bakly EL DISEASE • POLICY LIMIT $1,000,000 Ladily Crain Ma delesson VCPL066555 12/1712020 12/1712021 Each Clalm 2,000,00 fractive Dale: 12/67/10 22000000
Written contract regulred
..........

CERTIFICATE HOLDER CANCELLATION :

HO EXANATION DATE THERE NOTE LEADERED A !
Cly fRanssaping Division IOCORDANCE WITH THE POLICY PROVISIONS 201 Leona Avenu AUTHORIZED REPRESENTATIVE :

Richmond CA 9480. :

USA Jim Silist
© 1980-2016 ACORD CORPORATION. All rights reserved.

ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 2^0120 877
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 04-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA You must malntaln payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additlonal premium for this endorsement shall be 5% of the Califrnla workers' compensation premium otherwise due on such remuneration.

Work performed by :

SCI CONSULTING GROUP (A CORP.) at:
745 Mangels BIvc
airfield, CA 94634-4170
Schedule
:
$0.00
Any person or organizalion for whom the Named Insured has agreed by written contract to furnish this walver. •.

This endorsement changes the pollcy to which It Is altached and Is effective on the date issued unless otherwise staled. (The Information below is requred only when this endorsement Is Issued subsequent to preparation of the pollcy.)
Endorsement Effective 04/20/2020 Policy No. MWC000353310 Endorsement No.

Insured: SCI CONSULTING GROUP (A
Premium (See Allached)
CORP.)
Insurance Company: Markel Insurance Company Countersigned b...

WC040306
From ta VIRE: CationiE Nots Companion Insuranes paris Manual abi reservel. 20 of 35
3'ol20 977

BUSINESS LIABILITY COVERAGE FORM
... . ..
... ..

Form SS 00 08 04 05
© 2005, The Hartford
4ª of 29 977

QUICK REFERENCE

BUSINESS LIABILITY COVERAGE FORM

READ YOUR POLICY CAREFULLY
BUSINESS LIABILITY COVERAGE FORI Beginning on Page
A. COVERAGES
Business Liablliy
Medical Expense:

Coverage Extension - Supplementary Payment
B. EXGLUSIONS 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. BankruptcyR 15

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

3. Financial Responsibility Laws 16

4. Legal Actlon Against Us 16

5. Separation Of Insureds 16

6. Representations 16

7. Other Insurance 16

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

Form S$ 00 08 04 05
5* of 20 077

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

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

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

Other words and phrases that appear In quotation marks have special meaning. Refer to Section G. - Llability And Medical Expenses Definitions.

A. COVERAGES (a) The "bodily injury" or "property
damage" is caused by an

1. BUSINESS LIABILITY COVERAGE (BODILY "occurrence" that takes place in the INJURY, PROPERTY DAMAGE, PERSONAL "coverage territory";

AND ADVERTISING INJURY)
(b) The "bodily Injury" or "properly
Insuring Agreement
damage" occurs during the pollcy
a. We will pay those sums that the Insured penod; and
becomes legally obligated to pay
(o) Prior to the policy period, no Insured
damages because of "bodily injury",
"properly damage" or "personal and listed under Paragraph 1, of Section C, - Who Is An Insured and no
advertising injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duly to or recelve notice of an "occurrence" defend the Insured against any "sult"
or claim, knew that the "bodily injury"
seeking those damages. However, we will
or "properly damage" had occurred,
have no duty to defend the Insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily Insured or authorized "employee" Injury", "property damage" or "personal and knew, prior to the pollcy period, that advertising injury" to which this Insurance
the "bodily injury" or "property
does not apply. damage"
occurred, then any
We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "properly or "sult" that may result, But: damage" during or after the pollcy (1) The amount we will pay for damages is
limited as described in Section D.

Liability And Medical Expenses Limits (2) To "personal and adverlising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duly to defend ends when business, but only if the offense was we have used up the applicable limit of committed In the "coverage territory insurance in the payment of judgments, during the policy period. selllemenis or medical expenses to which "Bodlly injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligatlon or labillly to pay sums or ocourred at the earliest time when any perform acts or services is covered unless Insured listed under Paragraph 1. of Section explicitly provided for under Coverage C. - Who Is An Insured or any "employee" Extension - Supplementary Payments, authorized by you to give or receive notice b. This Insurance apples:
(1) To "bodlly Injury" and (1) Reports all, or any part, of the "bodlly "properly injury" or "properly damage" to us ol
damage" only if: any other insurer;
Formn S$ 00 08 04 05 Page 1 of 24
© 2005, The Hartford
8* of 29 977

BUSINESS LIABILITY COVERAGE FORM
(2) Recelves a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the Injury" or "property damage"; or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for:
"bodlly injury" or "properly damage" has (1) First ald administered at the time of an occurred or has begun to occur. accident;
d. Damages because of "bodlly Injury" Include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including • prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodlly (3) Necessary ambulance, hospital, Injury". professional nursing and funeral
e. Incidental Medical Malpractice services.
1) Bodily injury arising out of the 3. COVERAGE EXTENSION - 'endering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a à. We will pay, with respect to any claim or physlcian, dentist, nurse, emergency "sult" we Investigate or settle, or any "suit" medical technician or paramedic shall against an Insured we defend:
be deemed to be caused by an
"occurrence", but only if: (1) All expenses we incur.
(a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of ball bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehlcle to which Business Liabllity Coverage for "bodily Injury" applies, We
) You are not engaged in th
do not have to furnish these bonds.
isiness or occupation of providir
such services. (3) The cost of appeal bonds or bonds to (2) For the purpose of determining the release atlachments, but only for bond limits of insurance for incidental medical amounts within the applicable limit of any act or omlssion insurance, We do not have to furnish malpractice, these bonds.
together with all related acts or
omisslons in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one "occurrence". Investigation or defense of the clalm or "suit", Including actual loss of earnings

2. MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work.
a. We will pay medical expenses as described (5) All costs taxed against the Insured in below for "bodily injury" caused by an the "sult".
accident: (6) Prejudgment interest awarded against
(1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent; or applicable limit of insurance, we will not
(3) Because of your operations; pay any prejudgment interest based on that period of time after the offer.
provided that: (7) All interest on the full amount of any 1) The accident lakes nace n th
so cat any place in the Judgment that accrues after entry of the judgment and before we have paid,
policy period; offered to pay, or deposited in court the (2) The expenses are Incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of Insurance. the accident; and Any amounts paid under (1) through (7) (3) The Injured person submits to above will not reduce the limits of Insurance. examination, at our expense, by
physicians of our cholce as often as we
reasonably require.

7^o129 877

BUSINESS LIABILITY COVERAGE FORM
b. If we defend an insured against a "sull" So long as the above conditions are met, and an indemnilee of the insured is also attorneys' fees incurred by us in the named as a parly to the "sull", we wlll defense of that Indemnitee, necessary defend that indemnitee If all of the ligation expenses inourred by us and following conditions are met: necessary litigation expenses Incurred (1) The "suit" agalnst the indemnitee by the indemnitee at our request will be seeks damages for which the Insured pald as Supplementary Payments. has assumed the lability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. - that is an "insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; Injury" and "property damage" and will not reduce the Limits of Insurance.
(3) The obligation to defend, or the cost of
the defense of, that Indemnitee, has Our obligation to defend an Insured's also been assumed by the insured In Indemnilee and to pay for attorneys' fees the same "insured contract", and necessary litigation expenses as Supplementary Payments ends when:
toraline in the a no the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the Interests judgments or settlements; or of the insured and the Interest of the (2) The conditions set forth above, or the Indemnitee; terms of the agreement described in
(5) The indemnitee and the Insured ask Paragraph (6) above, are no longer met, us fo conduct and control the defense _B. EXCLUSIONS
of that Indemnitee against such "sult"
and agree that we can assign the 1. Applicable To Business Liability Coverage same counsel to defend the insured This insurance does not apply to:
and the Indemnitee; and a. Expected Or Intended Injury
(6) The indemnitee: (1) "Bodily injury" or "property damage" {a) Agrees In writing to: or intended
(i) Cooperate with us In the standpoint of the insured. investigation, settlement or exclusion does not apply to "bodily defense of the "sult"; injury" or "properly damage" resulting from the use of reasonable force to
(il) Immediately send us copies of protect persons or property; or any demands, notices,
summonses or legal papers (2) "Personal and advertising Injury" arising recelved In connection with out of an offense committed by, at the the "suit"; direcllon of or with the consent or
acquiescence of the insured with the :
(ilI). Notlfy any other Insurer whose expectation of inflicting "personal and coverage Is available to the adverlising Injury".

Indemnitee; and b. Contractual Liability
(iv) Cooperate with us with (1) "Bodily Injury" or"properly damage"; or respect to coordinating other
applicable insurance available (2) "Personal and advertising injury" :
to the indemnitee: and for which the insured Is obllgated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liabilty formation related to th for damages because of:
suits and (a) "Bodily Injury", "property damage" or
(II) Conduct and control the "personal and advertising injury" that defense of the indemnitee in the insured would have in the such "sult". absence of the contract or
agreement; or
Form SS 00 08 04 05 Page 3 of 24
B' oF 29 977
BUSINESS LIABILITY COVERAGE FORM.
(b) "Bodlly Injury" or "property damage" (b) Performing dulles related to the assumed In a contract or agreement conduct of the Insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the bodily injury or sister of thal "employee" as a "properly damage" occurs consequence of (1) above.
subsequent to the execution of the
This exclusion applies:
contract or agreement. Solely for
the purpose of lability assumed in (1) Whether the Insured may be liable as an insured contract, reasonable an employer or in any other capacity; attomeys' fees and necessary and
litigallon expenses incurred by or for (2) To any obllgation to share damages a party other than an Insured are with or repay someone else who must deemed lo be damages because of pay damages because of the Injury. "bodlly injury" or "property damage"
This exclusion does not apply to liabllily
provided: assumed by the insured under an "insured
(i) Liability to such party for, or for contract".
the cost of, that parly's defense f. Pollution
has also been assumed In the
same "insured contract", and (1) "Bodily Injury", "properly damage" or "personal and advertising Injury"
(ii) Such attorneys' fees and
arising out of the actual, alleged or
litigation expenses are for threalened
discharge, dispersal,
defense of that parly against a seepage, migration, release or escape civil or allernative dispute
of "pollutants":
resolution proceeding in which
damages to which this (a) At or from any premises, site or Insurance apples are alleged. locallon which Is or was at any time owned or occupled by, or
a. Liquor Liability
renled or loaned to any insured.
"Bodily injury" or "properly damage" for However, this subparagraph does which any insured may be held llable by not apply to:
reason of:
(1) "Bodlly injury" if sustained within
(1) Causing contributing to the a building and caused by Intoxicalion of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol; or cool or dehumidify the building, or equipment that is used to
(3) Any statute, ordinance or regulation
relating to the sale, gift, distribulion or heat water for personal use, by use of alcoholic beverages. the bullding's occupants or their guests;
This exclusion applies only If you are in the (II) "Bodily Injury" or "properly business of manufacturing, distribuling,
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
e. Employer's Liability
"Bodily injury"to:
1) An "employee" of the insured arisin!
ut of and in the course of:
(a) Employment by the Insured; or :

977

BUSINESS LIABILITY COVERAGE FORM
(IiI) "Bodily injury" or "property
damage" arising out of heal,
smoke or fumes from a by such Insured, contractor or
"hostile fire"; subcontractor;
(b) At or from any premises, site or (II) "Bodily injury" or "property location which is or was at any damage" sustalned within a time used by or for any Insured or bullding and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of wasle; Into that building in conneclion
(c) Which are or were al any time with operatlons being perfored transporled, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor; or as waste by or for:
(I) Any insured; or damage"
smoke fumes from a
(I) Any person or organization for "hostlle fire"; or
whom you may be legally
responsible; (e) At or from any premises, site or
(d) At or from any premises, site or location on which any insured or any contractors or subcontractors
locatlon on which any insured or
any contraclors or subcontractors working direcily or indirecly on any insured's behalf are performing
working drecily or indirectly on operations If the operations are to insured's behalf are
test for, monitor, clean up, remove,
performing operations if the
"pollutants" are brought on or to contaln, treat, detoxify or neutralize, the premises, site or locatlon in or in any way respond to, or assess the effects of, "pollutants".
connection wlth such operations
by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, of any:
subparagraph does not apply to: (a) Request, demand, order or statutory (I) "Bodily injury" or "property or regulatory requirement that any damage" arlsing out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treal, other operating flulds which are detoxlfy or neutralize, or in any way needed to perform the normal respond to, or assess the effeols of, electrical, hydraulic ol "pollutants"; or
mechanical functions (b) Claim or sult by or on behalf of a governmental authorlly
damages because of testing for
monttoring, 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 "properly 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 authorty.
discharged, dispersed
Form SS 00 08 04 05 • Page 5 of 24
10' of 20 877

BUSINESS LIABILITY COVERAGE FORM
g. Aircraft, Auto Or Watercraft (2) The use of "moble equipment" in, or while in practice or preparation for, a
prearranged racing, speed Or
entrustment to others of any alroraft, auto" demolltion contest or in any stunting or watercraft owned or operated by or rented aclivity,
or loaned to anv insured. Use Includes I. War
operatlon and "loading or unloading". "Bodily Injury", "property damage" or This exclusion applies even If the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or Indirectly, out of:
olher wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others
by that Insured, if the "occurrence" which (2) Warlike action by a mllitary force, Including action in hindering or
caused the "bodily injury" or "properly
damage" Involved ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is soverelgh or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution,
This exclusion does not apply to: usurped power, or actlon taken by governmental authority in hindering or
(1) A watercraft while ashore on premises defending against any of these. you own or rent;

1. Professional Services
(2) A watercraft you do not own lhat is:
"Bodily injury", "properly damage" or
(a) Less than 51 feet long; and "personal and adverlising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes
but Is not limited to:
(3) Parking an "auto" on, or on the ways
next to, premises you own or rent, (1) Legal, accounting or advertising rovided the "auto" is not owned by ol services;
ented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liabilily assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reporls, surveys, maintenance or use of alrcraft or field orders, change orders, designs or watercraft; drawings and specifications;
(5) "Bodily Injury" or "properly damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activitles; the equipment listed in Paragraph f.(2) (4). Medical, surglcal, dental, X-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment"; or • . .
(6) An aircraft that Is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; wilh a paid crew. However, this
exception does not apply if the Insured (6) instruestion for ament, advice of instruction purpose has any other insurance for such "bodily appearance or skin enhancement, hair Injury" or "properly damage", whether removal or replacement or personal the other insurance is primary, excess,
grooming; :
contingent or on any other basis.
(7) Optical or hearing aid services
h. Mobile Equipment Including the prescribing, preparation, "Bodily injury" or "properly damage" fitting, demonstratlon or distribution of arising out of: ophthalmic lenses similar
(1) The transportation of "moble equipment products or hearing ald devices:
:
by an "auto" owned or operated by or
rented or loaned to any insured; or :
:

11' of 28 977

BUSINESS LIABILITY COVERAGE FORM
(8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply lo "property eyes and the prescribing, damage" (other than damage by fire) to preparalion, fitting, demonstration ol' premises, Including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days, A separate Limit (9) Any: of Insurance applies to Damage To
Premises Rented To You as described In
(a) Body piercing (nol including ear Section D. - Limits Of Insurance. piercing);
Paragraph (2) of this exclusion does not
{b) Tattooing, including but not limited apply if the premises are "your work" and to the inserlion of pigments into or were never occupled, rented or held for under the skin; and
rental by you.
(G) Similar services;
Paragraphs (3) and (4) of this exclusion do
(10) Services in the practice of pharmacy; not apply to the use of elevators:
and
Paragraphs (3), (4), (5) and (6) of this
11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design.

Paragraphs (3) and (4) of this exclusion do
Paragraphs (4) and (5) of this exclusion do not apply to "property damage" lo not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site.

Paragraph 1.e. in Section A. - Coverages, Paragraph (6) of this exclusion does not K. Damage To Property apply to "property damage" included in the "Properly damage" to "products-completed operations hazard". (1) Property you own, rent or occupy, 1. Damage To Your Product Including any costs or expenses "Property damage" to "your product" Incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement; enhancement,
restoration or maintenance of such "Properly damage" to "your work" arising properly for any reason, including out of it or any part of It and included In the prevention of injury to a person or "products-completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the "property damage" arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Properly loaned to you; n. Damage To Impaired Property Or Property Not Physically Injured
(4) Personal property in the care, custody
or control of the Insured; "Properly damage" to "Impaired property' or property that has not been physically
(5) That paricular part of real properly on injured, arising out of:
any contractors or
subcontractors working direclly or (1) A defect, deflclency, inadequacy or ndirectly on your behalf are performing dangerous condition in "your product" operations, if the "properly damage' or "your work"; or arises out of those operations; or (2) A delay or fallure by you or anyone (6) That particular part of any property acting on your behalf to perform that must be restored, repaired or contract or agreement in accordance replaced because "your work" was
incorrectly performed on it. This exclusion does not apply to the loss ! of use of other property arising out
udden and accidental physical injury
"your product" or "your work" after it has
been put to its intended use.

Form S$ 00 08 04 05 Page 7 of 24
12'0129 877

BUSINESS LIABILITY COVERAGE FORM
o. Recall Of Products, Work Or Impared (c) Tille of any literary or artistic work; Property (8) Arising out of an offense committed by
Damages calmed for ahy loss, cost or an insured whose business Is:
expense incurred by you or others for the (a) Adverlising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repalr, replacement, adjustment, removal (b) Designing or determining content or disposal of: of websites for others; or
(1) "Your product"; (c) An Internet search,
access,
(2) "Your work"; or content or service provider.
(3) "Impalred property"; However, this exclusion does not If such product, work or properly is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising Injury" in Seclion G. - because of a known or suspected defect, Liabillty And Medical Expenses deficiency, inadequacy or dangerous Delinitions.
condition in lt.

For the purposes of this exclusion,
p. Personal And Advertlsing Injury placing an "adverlisement" for or "Personal and adverlising Injury": Inking to others on your website, by (1) Arising out of oral, written or electronlo Itself, is not considered the business publication of material, If done by or at of advertising, broadcasting, the direction of the insured publishing or telecasting; knowledge of Its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, owns, or over which the insured
publication of material whose first
publication look place before the exercises control;
beginning of the policy perlod; (10) Arising out of the unauthorized use of another's name or product in your o-mall
(3) Arising out of a criminal act committed address, domain name or metatags, or by or at the direction of the insured;
any other similar tactics to mislead
(4) Arising out of any breach of contract, another's potential customers; except an impled contract to use
anolher's "advertising Idea" in vour (11) Arising out of the violation of a "advertisement", person's right of privacy crealed by
any state or federal act.
(5) Arising out of the failure of goods,
products or services lo conform with However, this exclusion does not apply to liabilily for damages that the
any stalement quality
mado qually your insured would have in the absence of
performance such state or federal act;
"advertisement":
(6) Arising out of the wrong description of (12) Arising out of:
the price of goods, products or services; (a) An "advertisemen!" for others on your website;
(7) Arising out of any violation of any
Intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your website; name, trade secret, service mark or (a) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content Includes
information, code, sounds, text,
apply infringement, graphics or Images; or
"advertisement", of (d) Computer code, software or
(a) Copyright; programming used to enable:
(b) Slogan, unless the slogan is also (1) Your web site; or -. ... a trademark, trade name, service (ii) The presentalion or functionalily mark or other designaton of origin of an "adverlisement" of other or authenilelty; or content on your web site;

877

BUSINESS LIABILITY COVERAGE FORM
(13) Arising out of a violalion of any anti- (a) May be awarded or incurred by trust law; reason of any clalm or sult
(14) Arlsing out of the fluctuation in price or alleging aclual or threatened Injury value of any stocks, bonds or other or damage of any nalure or kind lo securities; or persons or properly which would
not have occurred in whole or in
15) Arising out of discrimination or
humiliation committed by or at the part but for the "asbestos hazard", (b) Arise out of any request, demand,
drection of any "execulive officer". order or statutory or regulatory director, slockholder, partner
member of the Insured. requrement that any insured or
q. Electronic Data others test for; monitor, clean up,
remove, contain,
Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruptlon of, inabllity any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard", or "electronlo data".
(c) Arise out of any claim of suit for
r. Employment-Related Practices damages because of testing for, "Bodily injury" or "personal and advertising montoring, cleaning up, removing, injury" to: encapsulating, containing, treating,
(1) A person arising out of any: detoxliying or neutralizing or in any way responding to or assessing the
(a) Refusal to employ that person; effects of an "asbestos hazard". (b) Terminalion of that person's
t. Violation Of Statutes That Govern E-
employment; or Mails, Fax, Phone Calls Or Other
(c) Employment-related praclices, Methods Of Sending Material Or policles, aots or omlssions, such as Information
coercion, demotion, evaluation, "Bodily Injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humillation direcly or Indirectly out of any action or or discriminalion directed at that omission that violates or is alleged to person; ol violate:
(2) The spouse, child, parent, brother or : (1) The Telephone Consumer Protection sister of
Aol (TCPA), including any amendment
consequence of "bodily injury" or of or addition to such law; "personal and advertising Injury" to the
person at whom any of the (2) The CAN-SPAM Act of 2003, Including employment-related practices any amendment of or addition to such desorbed In Paragraphs (a), (b), or (c) law; or
above is directed. (3) Any statule, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the
(1) Whether the Insured may be liable as sending, transmitting, communicating or an employer or In any other capacily; distributlon of material or informalion, Damage To Premises Rented To You -
(2) To any obligation to share damages Exception For Damage By Flre, Lightning with or repay someone else who must or Explosion
pay damages because of the injury.

Exclusions c. through h. and k. through o. do

5. Asbestos not apply lo damage by fire,
lightning or
(1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising Injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described In loss, costs or expenses that: Section D. - Llability And Medical Expenses Limits Of Insurance.

Form S$ 00 08 04 05 Page 9 of 24
14' ol29 977

BUSINESS LIABILITY COVERAGE FORM

2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for "bodily injury": are also insureds, but only with respect to ther dulles as trustees.
a, Any Insured
To any Insured, except "volunteer workers". 2. Each of the following is also an insured:
b. Hired Person a. Employees And Volunteer Workers
To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing dutles related to the conduct of your business, or your "employees", other
c. Injury On Normally Occupled Premises than elther your "executive officers" (if you To a person injured on that part of are an organizatlon other than premises you own or rent that the person partnership, Joint venture or limited llability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Simllar limited liability company, but only for acts Laws within the scope of their employment by
To a person, whether or not an you or while performing duties related to "employee" of any insured if beneflts for the conduct of your business. the "bodily Inlury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for:
or disability beneflts law or a simllar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury:

To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or Joint venture), to your members contests. (If you are a limited liability
f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her
Included with the "products-completed employment or performing dulles operations hazard". related to the conduct of your
g, Business Liability Exclusions business, or to your other Excluded under Business Llability Coverage. "volunteer workers" while performing duties related to the
C. WHO IS AN INSURED conduct of your business;

1. If you are designaled in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother of sister of that co- Insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above;
b. A partnership or joint venture, you are an (c) For which there Is any obligation insured. Your members, your pariners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury described In Paragraphs (1)(a) or
c. A limited liability company, you are an (b) above; or insured. Your members are also insureds,
but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or falling to provide professional onlv wih respect to their dulles as vour health care services. managers.
d. An organization other than a partnership,
Joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers" and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their dutles as your officers or directors. you to provide such services.

Your stockholders are also insureds, but only (2) "Property damage" to property:
with respect to their labilly as stockholders, (a) Owned, occupied or used by,

15 0129 877

BUSINESS LIABILITY COVERAGE FORM
(b) Rented to, in the oare, custody or b. Coverage under this provision does not control of, or over which physical apply to:
control is being exercised for any (1) "Bodlly Injury" or "property damage" purpose by you, any of your that occurred; or
employees", "volunteer workers",
any pariner or member (if you are (2) "Personal and advertising Injury" a partnership or joint venture), or arising out of an offense committed any member (If you are a limited before you acquired or formed the llabllity company). organization.
b. Real Estate Manager 4. Operator Of Mobile Equipment
Any person (other than your "employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registratlor while acling as your real estate manager. law, any person is an Insured while driving suck c. Temporary Custodlans Of Your equipment along a public highway with your Property permission. Any other person or organization
responsible for the conduct of such person is
Any person or organization having proper
temporary custody of your properly If you also an Insured, but only with respect to liabllity die, but only: arising out of the operation of the equipment, and only If no other Insurance of any kind is avallable
(1) With respect to liability arising out of the lo that person or organization for this liabllity. maintenance or use of that property; and However, no person or organization Is an Insured (2) Until your legal representative has with respect to:
been appointed. a. "Bodily Injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative If you die, but b. "Propeity damage" to properly owned by, only with respecl to duties as such. That. rented to, in the charge of or occupled by representative will have all your rights and you or the employer of any person who is duties under this Insurance, an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity Is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voling slock on the Insured while operating such watercraft wlth effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for organization responsible for the conduct of any
subsidiary not shown in the Declarallons such person is also an Insured, but only with as a named insured does not apply to respecl to liability arising out of the operation :

Injury or damage with respect to which an of the watercraft, and only if no other Insured under this insurance is also an Insurance of any kind is available to that Insured under another policy or would be person or organization for this liabllily. an insured under such policy but for its However, no person or organizailon is an ermination or upon the exhaustion of its Insured with respect to:
limits of Insurance. a. "Bodily injury" to a co-"employee" of the

3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, Joint venture or rented to, in the charge of or occupled by limited liability company; and over which you you or the employer of any person who is maintain financial Interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there Is no other similar insurance Written Contract, Written Agreement Or available to that organizalion. However: Permit
a. Coverage under this provision is afforded The person(s) or organization(s) Identifled In only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the Insureds when you have agreed, in a written policy perlod, whichever is earlier; and
Form SS 00 08 04 05 Page 11 of 24
18'0129 877

BUSINESS LIABILITY COVERAGE FORM
contract, wrillen agreement or because of a (e) Any fallure to make such Issued by a stale or pollical Inspections, adjustments, tests or subdlyision, that such person or organization servicing as be added as an additional insured on your agreed to make or normally policy, provided the Injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, In connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additlonal producis;
Insured under this provision only for that (1) Demonstration, installation, period of time required by the contract, sericing or repair operations, agreement or permit. except such operations performed
at the vendor's premises In
However, no such person or organization is an connection with the sale of the addittonal insured under this provision if such product; person or organization Is Included as an
additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional Insured coverage grants in Section other thing or substance by or for F. - Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property
damage" arising out of the sole
Any person(s) or organizations) (referred to
neggence of the vendor for its
below as vendor), but only with respect to
"bodlly injury" or "properly damage" arising own acts or omissions or those of Its employees or anyone else
out of "your products" which are distributed
or sold in the regular course of the vendor's acting on its behalf. However, this exclusion does not apply to:
(i) The exceptions contained In
Subparagraphs (d) or (f); or
"producis-completed operalions hazard". (li) Such Inspectons, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor Is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual
course of business, In
This insurance does nol apply to:
connection with the distribution
(a) "Bodily "properly or sale of the products.
damace" for which the vendor is
(2) This insurance does not apply to any
obligated to pay damages by Insured person or organtzation from reason of the assumption of
lability in a contract or agreement. whom you have acquired such products, This exclusion does not apply lo or any ingredient, part or contalner, :
entering accompanying or
ability for damages that the contalning such products.
endor would have in the absence
of the contract or agreement; b. Lessors Of Equipment
(b) Any expres: warranty
authorized by you
with respect to their liability for "bodily
(a) Anthe real made nathanie damage" or
by the vendor;
(d) Repackaging, except when
unpacked solely for the purpose of
nspection, demonstration, tesling,
or the substitution of parls under
Instructions from the manufacturer,
and then repackaged in
original container;
:

17 0529 977

BUSINESS LIABILITY COVERAGE FORMI
(2) With respect lo the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivislons
Insurance does not apply to any (1) Any state or pollical subdivision, but "occurrence" which lakes place after only with
respect to operations
you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or polltical subdivision (1) Any person or organization from has Issued a permit. whom you lease land or premises, but (2) With respect to the Insurance afforded only with respect to lability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to:
of that part of the land of premises (a) "Bodily Injury", "property damage" leased to you. "personal and advertising
(2) With respect to the Insurance afforded
to these additional insureds, this tor the state 0
insurance does not apply to: munloipallty; or
(a) Any "occurrence" which takes (b) "Bodily Injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in completed operations hazard".
premises; or
f. Any Other Party
(b) Structural alterations, now (1) Any other person or organization who construction demolition
is not an insured under Paragraphs a.
operations performed by or on
behalf such through e, above, but only with
person or
organization, respect to liability for "bodily infury", "property damage" or "personal and
d. Architects, Engineers Or Surveyors advertising Injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to lability for "bodily the acts or omissions of those acting Injury", "property damage" or "personal on your behalf:
and advertising injury" caused, in whole (a) In the performance of your or In part, by your acts or omissions or ongolng operations; the acts or omissions of those acting on (b) In connection with your premises your behalf:
owned by or rented to you; or
(a) In connection with your premises; (c) In connection with "your work" and or
included within the "products-
(b Into performs perior your completed operatlons hazard", but only if
you or on your behalf. (1) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these addtional insureds, the provide such coverage to following additional exclusion apples: such additional insured; and This insurance does not apply to (i) This Coverage Part provides "bodlly injury", "property damage" or coverage for "bodily injury" or advertising Injury" "properly damage" included
arising out of the rendering of or the within the "products- fallure to render any professional completed operations hazard". services by or for you, Including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, Insurance does not apply lo:
maps, shop drawings, opinions, "Bodlly injury", "property damage" or :
change orders, designs
(b) Supervisory, Inspection,
archltectural or engineering services, including:
activitles,
Form S$ 00 08 04 05 Page 13 of 24
18ª of 29 $77

BUSINESS LIABILITY COVERAGE FORM
(a) The preparing, approving or This General Aggregate limit does not failure lo prepare or approve, apply to "properly damage" to premises while rented to you or temporarly
reports, surveys, fleld orders, occupied by you with permission of the designs
drawings and specifications or explostaising out of tre, lightning or (b) Supervisory, Inspection, 3. Each Occurrence LImit
architectural engineering
Subject to 2.a. or 2.b above, whichever
activitles. appiles, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. - Limits "properly damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the w this insurance applies when othe • Liability and Medical Expenses Limit shown In surance is avallable to an additlonal insure the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. - Liabilly And Medical Expenses because of "bodily injury" sustained by any General Conditions, one person is the Medical Expenses Limit No person or organization is an Insured with shown in the Declarations. respect lo the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2,b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of the Declarations.
"personal and advertising injury" sustained by
D. LIABILITY AND MEDICAL EXPENSES any one person or organizatlon is the Personal LIMITS OF INSURANCE and Adverlising Injury Limit shown in the Declarations.

1. The Most We Will Pay

5. Damage To Premises Rented To You Limit
The Limits of Insurance shown in the
Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of
a. Insureds;
"property damage" to any one premises, while
b. Clalms made or "suits" brought; or rented to you, or in the case of damage by fire, •. Persons or organizations making clalms or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of

2. Aggregate Limits the owner.

The most we will pay for: In the case of damage by fre, lightning or explosion, the Damage to Premises Rented To
a. Damages because of "bodily Injury" and You Limlt applies to all damage proximately "properly damage" included in the caused by the same event, whether such "producls-completed operatlons hazard" Is damage results from fire, lightning or explosion the Products-Completed Operations
or any combinatlon of these.

Aggregate Limit shown In the
Declarations, 6. How LImits Apply To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or organization who is an additional insured
Injury", "properly damage" or "personal
and advertising Injury", Including medical under this Coverage Part Is the lesser of:
expenses, is the General Aggregate Limit a. The limlts of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit Issued by a state or political separately to each of your "locations" subdivision; or
owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations,
same or connecting lots, or premises Such amount shall be a part of and not in whose connection is Interrupted only by a additton to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad.

18' o129 077

BUSINESS LIABILITY COVERAGE FORM
If more than one limit of insurance under this (1) Immedialely send us coples of any pollay and any endorsements allached thereto
demands, notices, summonses or
legal papors received in connectior
with the clalm or "suit",
single highest limit of liabllity of all coverages (2) Authorize us to obtaln records and applicable to such claim or "sult". However, thls other Information; paragraph does not apply to the Medical Expenses
Ilmit set forth in Paragraph 3. above. (3) Cooperate with us in the Investlgation, seltlement of the clalm or defense
The Limits of Insurance of this Coverage Part apply against the "sult"; and separalely to each consecutive annual period and to
any remalning perlod of less than 12 months, starting (4) Asslst us, upon our request, in the with the beginning of the polly period shown in the enforcement of any right against any Declarations, unless the policy perlod Is extended person or organization thal may be after issuance for an additlonal period of less than 12 lable to the insured because of injury or damage to which this insurance
months. In that case, the addlional perlod will be
deemed part of the last preceding period for purposes may also apply. of determining the Limlts of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No Insured will, except at that insured's own GENERAL CONDITIONS cost, voluhtarily make a payment, assume any obligation, or incur any expense, other

1. Bankruptcy than for first aid, without our consent,
Bankruptcy or insolvency of the Insured or of e. Additional Insured's Other Insurance the insured's estate will not relleve us of our If we cover a claim or "suit" under this obligations under this Coverage Part.

Coverage Part that may also be covered
by other insurance avallable to an
Offense, Clalm Or Suit additional Insured, such additional Insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other Insurer for defense and Indemnity.

You or any additional Insured must see to
It that we are notlfled as soon as However, this provision does not apply to practicable of an "occurrence" or an he extent that you have agreed in a offense which may result in a calm. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and (1) How, when and where the "occurrence" non-contributory with the additional Insured's own insurance,
or offense took place;
(2) The names and addresses f. Knowledge Of An Occurrence, Offense, of any Claim Or Suit
Injured persons and witnesses; and
Paragraphs a. and b. apply to you or to
(3) Tha nature and locallon of any ithe any adle ones, dam or suit is . or damage arising out of
"occurrence" or offense. known lo:
b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual;
against any insured, you or any additional (2) Any partner, If you or an additional insured must: insured is a partnership;
(1) Immediately record the specifies of the
(3) Any manager, if you or an additional
claim or "sult" and the date received: insured is a limited labilily company; (2) Notify us as soon as practicable, (4) Any "execulive officer" or Insurance manager, if you or an additional
You or any additional insured must see to insured is a corporallon; It that we receive a written notice of the
claim or "sult" as soon as practicable. (5) Any trustee, if you or an additional Insured is a trust; or
c. Assistance And Cooperation Of The (6) Any elected or appointed official, If you Insured
or an additlonal insured Is a polltical
You and any other involved Insured must: subdivision or public entity.

Form $$ 00 08 04 05 Page 15 of 24
20 o/29 977

BUSINESS LIABILITY COVERAGE FORM
This Paragraph f. apples separately to (3) We have Issued this pollcy in reliance you and any additional insured. upon your representatlons.

3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy Is cerlified as proof of Hazards
financial responsibillly for the fulure under If unintentlonally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibilly law, the Insurance business at the Inception date of this provided by the policy for "bodily Injury" Coverage Part, we shall not deny any lability and "properly damage" liability will coverage under this Coverage Parl comply with the provisions of the law to because of such failure. the extent of the coverage and limits of
Insurance regured by that law. 7. Other Insurance
b. With respect to "moblle equipment" to If other valid and collectible insurance is which this insurance applies, we will avallable for a loss we cover under this provide any llabllity, uninsured motorists, Coverage Part, our obligations are limited as follows:
underinsured motorists, no-fault or other
coverage required by any motor vehlole a. Primary Insurance law. We will provlde the required limits for This Insurance Is primary except when b. those coverages. below applies. If other insurance is also 4, Legal Action Against Us primary, we will share with all that other No person or organization has a right under Insurance by the method described in c. this Coverage Form: below.
a. To join us as a party or otherwise bring us b. Excess Insurance Into a "sull" asking for damages from an This insurance is excess over any of the insured; or other Insurance, whether primary, excess,
b. To sue us on this Coverage Form unless contingent or on any other basis:
all of Its terms have been fully complied (1) Your Work with.

That is Fire, Extended Coverage,
A person or organization may sue us lo recover Bullder's Risk, Installation Risk or on an agreed settlement or on a final judgment simllar coverage for "your work"; against an Insured; bul we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of
this Insurance or that are In excess of the That Is fire, lightning or explosion applicable limit of insurance. An agreed Insurance for premises rented to you settlement means a settlement and release of or temporarlly occupled by you with lability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability

5. Separation Of Insureds That Is Insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or dulles specifically assigned "property damage" to premises rented In this policy lo the first Named Insured, this la you or temporally occupled by you Insurance apples: with permission of the owner;
a. As if each Named Insured were the only (4) Alrcraft, Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each Insured against whom or use of alrcraft, "autos" or watercraft to a claim is made or "suit" is brought. the extent not sublect to Exclusion g. of Seclion A. - Coverages.
• 6, Representations
(5) Property Damage To Borrowe
a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree:
(1) The statements in the Declaratlons
are accurate and complete;
(2) Those statements are based upon subject to Exclusion k. of Section A. - representations you made to us; and Coverages.

21" of 29 977

BUSINESS LIABILITY COVERAGE FORM
(6) When You Are Added As An When this insurance is excess over other Additional Insured To Other
Insurance, we will pay only our share of
Insurance the amount of the loss, if any, thal
That is other insurance available to exceeds the sum of:
you covering liability for damages (1) The total amount that all such other arising out of the premises or Insurance would pay for the loss In the operations, or products and completed absence of this Insurance; and operallons, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other Insurance; or
insurance.
7 When You Add Other As An
Additional This We will share the remaining loss, if any, with Insurance any other insurance that is not described in
this Excess Insurance provision and was not
That Is other insurance avallable to an bought specifically to apply in excess of the additional insured, Limits of Insurance shown in the
However, the following provisions Declarations of this Coverage Part. apply to other Insurance avallable to c. Method Of Sharing any person or organization who is an
If •all the other Insurance permits
additlonal insured under this Coverage
Parl: contribution by equal shares, we will follow
this method also. Under this approach,
(a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This Insurance is primary If you Insurance or none of the loss remalns, have agreed In a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this Insurance be primary. If other contribution by equal shares, we will Insurance is also primary, we will contribute by limits, Under this method, each share with all that other insurance insurer's share is based on the ralio of its by the method described in o. appllcable limit of Insurance to the total below. appicable limits of insurance of all insurers.
(b) Primary And Non-Gontributary B. Transfer Of Rights Of Recovery Agalnst Other Insurance When Others To Us
Required By Contract
a. Transfer Of Rights Of Recovery
If you have agreed in a written
If the insured has rights to recover all or
contract, written agreement or part of any
permit that this insurance is payment, Including
primary and non-contributory with Supplementary Payments, we have made ... the additlonal Insured's own under this Coverage Part, those rights are Insurance, this nsurance is Iransferred to us. The insured must do i
primary and we will not seek nothing after loss to impalr them. At our contribution from request, the insured will bring "sult" or that other transfer those rights to us and help us
Insurance. enforce them.

This conditlon does not
Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional
Insured has been added as an b. Waiver Of Rights Of Recovery (Walver additional Insured. Of Subrogation)
If the insured has waived any rights of
recovery agalnst any person
organization for all or part of any payment,
other Insurer has a duly to defend the including Supplementary Payments, we have made under this Coverage Part, we ...-
Insurer defends, we will undertake to do also waive that right, provided the Insured so, but we will be entitled to the insured's walved their rights of recovery agalns! rights against all those other Insurers. such person or organization In a contract agreement or permit that was executed
prior to the injury or damage.

Form SS 00 08 04 05 Page 17 of 24
22'0r29,977

BUSINESS LIABILITY COVERAGE FORM
F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Seclion C, Is
If listed or shown as applicable in the Declarations, amended to Include as an additional Insured one or more of the following the person(s) or organizations) shown In the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Addillonal Insureds When Required their liability as grantor of franchise to you. by Written Confract, Written Agreement or Permit) 4, Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equípment to the person or organzation
a. WHO IS AN INSURED under Section C. Is
Declarations. These coverages are subject to the amended to include as an additional ferms and condillons applicable to Business
Insured the person(s) or organizalions)
Liability Coverage In this policy, except as shown In the Declarations as an Additional Insured - Lessor of Leased Equipment,

1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal
WHO IS AN INSURED under Section C. Is and advertising Injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown In the use of equipment leased to you by such Declarations, but only with respect lo liabllity person(s) or organization(s). for "bodily injury", "properly damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment.
a. In the performance of your ongoing 5. Additlonal Insured - Owners Or Other operations; or Ințerests From Whom Land Has Been
b. In connection with your premises owned Leased
by or rented to you. a. WHO IS AN INSURED under Section C. is

2. Additlonal Insured - Managers Or Lessors amended to include as an additional Of Premises Insured the person(s) or organizations)
shown in the Declarations as an Additional
a. WHO IS AN INSURED under Section C. is
Insured - Owners Or Other Interests From
amended to include as an additional insured
Whom Land Has Been Leased, but only
the person(s) or organizations) shown in the
Declarations as an Additonal Insured - with respect to liability arising out of the Designated Person Or Organizalion; but only ownership, maintenance or use of that part with respect to llabllity arising out of the of the land leased to you and shown In the Declarations.
ownership, maintenance or use of thai part of
the premises leased to you and shown in the • With respect to the insurance afforded to these additional insureds, the following
additional exclusions apply:
b. With respect to the Insurance afforded to
those additional Insureds, the following This insurance does not apply to:
additlonal exclusions apply: (1) Any "occurrence" that takes place This Insurance does not apply to: after you cease to lease that land: or (1) Any "occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such
(2) Structural new person or organization.
alterations,
construction or demolltion operations B. Additional Insured - State Or Political performed by or on behalf of such Subdivision - Permlts person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional
Insured the state or political subdivision
shown in the Declarations as an Additional

23 or 29 977

BUSINESS LIABILITY COVERAGE FORM
insured - Stale Or Political Subdivision .. (e) Any failure to make such Permits, but only with respect to
Inspections, adjustments, lesis or
operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the Insurance afforded to business, in connection with the these addittonal Insureds, the following distribution or sale of the products; additional exclusions apply: (t) Demonstration, installation, This Insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performer "personal at the vendor's premises ir
and advertising injury"
arising out of operations performed for connection with the sale of the the state or municipality; or
(2) "Bodily Injury" or "property damage" (g) Products which, after distribullon Included in the "product-completed or sale by you, have been labeled operations" hazard. relabeled

7. Additlonal Insured - Vendors container, part or Ingredient of any other thing or substance by or for
a. WHO IS AN INSURED under Section C. is the vendor; or amended to Inolude as ah additional (h) "Bodlly
Injury" Ol' "properly
Insured the person(s) or organizations) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured .
oh acls or omissions or those of
Vendor, but only with respect to "bodily its employees or anyone else Injury" or "property damage" arlsing out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply lo:
sold in the regular course of the vendor's
business and only If this Coverage Part (1) The exceptions contained In provides coverage for "bodily Injury" or Subparagraphs (d) or (f); or "properly damage" included within the (ii) Such Inspections, "products-completed operations hazard". adjustments, tests or servicing b. The Insurance afforded to the vendor is as the vendor has agreed to subject lo the following additional exclusions: make or normally undertakes to make in the usual course of
(1) This Insurance does not apply to: business, in connection with (a) "Bodily injury" "properly the distribulion or sale of the damage" for which the vendor is products.
obligated to pay damages by
(2) This insurance does not apply to any
reason of the assumption of Insured person or organization from lability in a contract or agreement, whom you have acquired such This excluslon does not apply lo roducts, or any ingredient, part o lability for damages that the container, intering
vendor would have in the absence accompanying or containing suct of the contract or agreement; products.
(b) Any express warranty B. Additional Insured - Controlling Interest unauthorized by you;
WHO IS AN INSURED under Section C. is
(c) Any physical or chemical change amended to include as an addilional insured in the product made intentionally
by the vendor;
(d) Repackaging, unless unpacked
solely for the purpose of inspection,
demonstration, testing, or the a. Their financial control of you; or subsitution of parts under b: Premises they own, maintain or control Instructons from the manufacturer, while you lease or occupy these premises. and then repackaged in the original
container;
Form SS 00 08 04 05

24 of29 977

BUSINESS LIABILITY COVERAGE FORM
This insurance does not apply to structural The limits of Insurance that apply to additional alterations, new construction and demolition Insureds are desorbed in Sectlon D. - Limits Of. operallons performed by or for that person or Insurance, organization.

How this Insurance applies when other insurance

9. Additlonal Insured - Owners, Lessees Or is avallable lo an additional Insured is described In Contractors - Scheduled Person Or
the Other Insurance Condition in Section E, -
Organization Liability And Medical Expenses General
a. WHO IS AN INSURED under Section C. Is Conditions.
amended to include as an additlonal G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organizations) ..........
shown in the Declarations as an Additional DEFINITIONS
Insured - Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to lability for "bodily dissemination of information or images thal Injury", "properly damage" or "personal has the purpose of Inducing the sale of goods, and advertising injury" caused, in whole or products or services through:

In part, by your acts or omisslons or the a. (1) Radio; acts or omissions of those acting on your
behalf: (2) Televislon;
(3) Billboard;
(1) In the performance of your ongoing
operations the additional (4) Magazine;
insured(s); or (5) Newspaper;
(2) in connection with "your work" b. The Internet, but only that part of a web performed for that additlonal Insured site that Is about goods, products or and Included within the "producis- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides o. Any other publication that is given widespread publlo distribution.
"properly damage" included within the
"producls-completed However, "advertisement" does not include:
operations
hazard". a. The design, printed material, information
b. With respect to the Insurance afforded to or images contained in, on or upon the these additional insureds, this insurance packaging or labeling of any goods or does not apply to "bodily injury", "property products; or damage" or "personal an adverlising b. An interactive conversation between or injury" arising out of the rendering of, or among persons through a compuler network. the fallure to render, any professional 2. "Adverlising Idea" means any idea for an archltectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure o (1) The preparing, approving, or fallure to hreat of exposure to the actual of alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, oplnions, reports, surveys, presence of asbestos in any form. fleld orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer o drawings and specifications; or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, Including any attached machleery or or engineering activities, equipment, But "auto" does not include •10. Additional Insured - Co-Owner Of Insured "mobile equipmen!".

Premises 5. "Bodily Injury" means physical:

WHO IS AN INSURED under Section C. Is a. Injury;
amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the
Declarations as. an Additional Insured - Co- c. Disease Owner Of Insured Premises, but only wlth sustained by a person and, if arising out of the respect to their llabllity as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" means:

25 or 29 977

BUSINESS LIABILITY COVERAGE FORM
a. The United Slates of America (including Its b. You have falled to fulfill the terms of a lerritories and possesslons), Puerto Rico contract or agreement; and Canada;
if such properly can be restored to use by:
b. International waters or airspace, but only if
the injury or damage occurs in the course a. The repair, replacement, adjustment or of travel or transportatlon between any removal of "your product" or "your work"; Or
places included In a. above;
c. All other parts of the world If the Injury or b. Your fulfilling the terms of the contract or damage arises out of: agreement.
12, "Insured contract" means:
(1) Goods or products made or sold by you
In the territory described in a. above; a. A contract for a lease of premises. (2) The activities of a person whose home However, thal portion of the contract for a Is In the territory described In a. lease of premises that indemnifles any above, but is away for a short time on person or organization for damage by fire, your busness; or 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
Internet or similar electronic means of Rented To You limit described In Section communication D. - Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance, damages is determined In the Unted States of b. A sldetrack agreement; Amerca (Including its territories and
c. Any easement or license agreement,
possessions), Puerto Rico or Canada, in a including
aneasement license
the merits according
substantive law in such territory, or in a agreement In connection with construction settlement we agree lo. or demolition operations on or within 50 feet of a railroad;

7. "Electrono data" means information, facts or
• programs: d. Any obligation, as required by ordinance, to indemnify a municipality, except in
a. Stored as or on; connection with work for a munlolpality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard of floppy disks, (including an indemnification of CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality under which are used with electronically controlled
you assume the tort liablilty of another
equipment. parly to pay for "bodily Injury" or "property

8. damage" to a third person or organization,
"Employe foes do in depar provlded the "bodily Injury" or "properly :
worker". damage" is caused, in whole or in part, by

9. "Executive officer" means a person holding you or by those acting on your behali fort llabllity means a liability that would be
any of the officer positions created by your imposed by law in the absence of any :
charter, constitutlon, by-laws or any other contract or agreement. similar governing document.

10. "Hostile flre" means one which becomes Paragraph f. Includes that part of any uncontrollable or breaks out from where it was
intended to be.

11. "Impared properly" means tangible property, demolition operatlons within 50 feet of any other than "your product" or "your work", that rallroad property and affecting any railroad i.. cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, a. It Incorporales "your product" or "your work" underpass or crossing, that is known or thought to be defective, However, Paragraph f. does not Include delicient, inadequate or dangerous; or that part of any contract or agreement:

Form $S 00 08 04 05

26' o/ 29 977

BUSINESS LIABILITY COVERAGE FORM
(1) That Indemnifies architect,
(1) Power cranes, shovels, loaders,
engineer or surveyor for injury or diggers or drills; or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving of falling lo equipment such as graders, scrabers or rollers;
seen now are, land drawings, opinions,
e. Vehicles not described in a., b., c., or d.
surveys, above that are not self-propelled and are
orders, designs or drawings and
specifications; or maintained primarily to provide mobillly to permanently allached equipment of the .....- ........... p) Giving directions or instructions, following types:
or falling to give them, if that is the
(1) Alr compressors, pumps and
primary cause of the Injury or
damage; or generators, including cleaning, spraying,
welding, building
(2) Under which the insured, if
architect, engineer or surveyor, Reserval element oring and assumes liability for an injury or (2) Cherry plokers and similar devices damage arising out of the Insured's
rendering used to raise or lower workers;
professional services, including those 8. Vehlcles not described In a., b., e., or d. above maintained primarly for purposes
Inspection, aloe it supervisor other than the transportation of persons or Inspection, architectural
engineering activities. cargo.

13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "moblle equipment" but firm, to perform duties related to the conduct of will be considered "autos":
your business. "Leased worker" does not (1) Equlpment, of al least 1,000 pounds Include a "temporary worker". gross vehlcle weight, designed

14. "Loading or unloading" means the handling of primarily for:
property: (a) Snow removal;
a. After It Is moved from the place where it is (b) Road maintenance, but not accepted for movement Into or onto an construction or resurfacing; or aircraft, watercraft or "auto";
(a) Street cleaning;
b. While it is in or on an arcraft, watercraft or
"auto"; or (2) mounte dicker atomila de viet
on automobile or truck
c, While It Is being moved from an airoraft, chassis and used to raise or lower watercraft or "auto" to the place where it is workers; and finally delivered; (3) Alr compressors,
but "loading or unloading" does not Include the pumps and Including spraying,
movement of property by means of a mechanical bullding
device, other than a hand truck, that is not geophysical exploration, lighting and attached to the alrcraft, watercraft or "auto". well servicing equipment.

15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, Including lypes of land vehioles, including any attached confinuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury" means injury, other vehlcles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses:
b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or nol, on
which are permanently mounted:
•-.

27 0129 877

BUSINESS LIABILITY COVERAGE FORI
. The wrongful eviction from, wrongful entry Work that may need service, maintenance, Into, or Invasion of the right of privale correction, repair or replacement, but
occupancy of a room, dwelling or which Is otherwise complete, will be that the person occuples, treated as completed,
committed by or on behalf of its owner,
landlord or lessor; The "bodily Injury" or "property damage" must occur away from premises you own
d. Oral, written or electronic publication of or reni, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronte publication of b. Does not include "bodily Injury" or material that violates a person's right of "properly damage" arising out of:
privacy;
• Copylng, In your "adverlisement" ; (1) The transportation of property, unless the Injury or damage arises out of a
erson's or organizatlon's "advertisin
condition in or on a vehicle not owned
Idea" or style of "advertisement; or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or any Illerary or artistic work, in your unloading" of that vehicle by any "adverlisement"; or Insured; or
h. Discrimination or humillalion that results in (2) The existence of tools, uninstalled Injury to the feelings or reputatlon of a equipment or abandoned or unused natural person. materlals.

18. "Pollutants" means any solld, liquid, gaseous or 20. "Property damage" means:
thermal Irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste Includes materials to be recycled,
reconditioned or reclaimed. property. All such loss of use shall be deemed to occur at the time of the

19. "Producis-completed operalions hazard"; physical injury that caused it; or i. Includes all "bodily injury" and "properly b. Loss of use of tangible properly that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to ocour at the time of produc" or "your work" except; "occurrence" that caused It, (1) Producis that are still in your physioal As used in this definition, "electronic data" is possession; or not tangible properly,
(2) Work that has not yet been completed 21. "Sull" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "properly will be deemed to be completed at the damage" or "personal and advertising injury" earlest of the following limes; to which this Insurance apples are alleged (a) When all of the work called for in "Sult" Includes:
your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done al damages are claimed and to which the the Job site has been completed If Insured must submit or does submit with your contract calls for work at our consent; or
more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding In which such damages are a job sile has been put to its calmed and to which the insured submits Intended use by any person or with our consent.
organization other than another 22. "Temporary worker" means a person who is contractor or subcontraclor furnished to you to substitute for a permanent working on the same project, "employee" on leave or to meet seasonal or short-term workload conditions.

23. "Volunteer worker" means a person who:
a. Is not your "employee";
Form S$ 00 08 04 05

20 o/29 977

BUSINESS LIABILITY COVERAGE FORM
b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructlons. scope of dufles determined by you; and c. Does not Include vending machines or d. Is not paid a fee, salary or other other properly rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you.

25. "Your work":

24. "Your product":
a. Means:
a. Means:
(1) Work or operations performed by you
(1) Any goods or producis, other than real or on your behalf; and properly, manufactured, sold, handled,
distributed or disposed of by: (2) Materials, paris or equipment furnished in connellon with such work
(a) You; or operations.
(b) Others trading under your name; b. Includes:
or
(1) Warranties or representations made at
(c) A person or organization whose any lime with respect to the fliness, business or assets you have quality, durability, performance or use acquired and of"your work", and
(2) Containers (other than vehlcles), (2) The providing of of fallure to provide materlals, equipment warnings or Instructions.
furnished in connection with such
goods or products.
b. Includes:
(1) Warrantles or representations made at
any time with respect to the fitness,
qually, durability, performance or use
of "your produci", and
:

Form S$ 00 08 04 05
28 or 29 977