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25I025 - CASL Interpreting
CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: 5RXWHG%\: Bonds: Business License: Sole Source Co-Op CoOp Agmt #:Sole Source Documents:CoOp Name: CoOp Pricing: By:Submitted on: Contract Abstract Form Rev $XWKRUL]HG6LJQHUV 1DPH(PDLO &&RUSRUDWLRQVUHTXLUHVLJQDWXUHV Sign Language Interpreting Services CASL Interpreting Martin Yost myost@caslinterpreting.com Providing interpreting services when needed. 7,500 January 28, 2025- January 27, 2028 N/A Martin Yost, myost@caslinterpreting.com Office of the City Clerk Brenda Pree- Ext 8206 N/A 25I025 N/A Yes Yes Yes Procurement N/A No 1 quote Roxanne Rodriguez Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 1 of 19 CONTRACT SERVICES AGREEMENT 25I025 SIGN LANGUAGE INTERPRETING SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on January 28, 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Martin Yost Interpreting, LLC dba CASL Interpreting, a California sole proprietor, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a licensed and qualified vendor to provide sign language interpreting services, for the Office of the City Clerk, (“Project”). B. Contractor has submitted to City a proposal to provide sign language interpreting services, to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 2 of 19 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $7,500. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the schedule of fees set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 3 of 19 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of three years, commencing on January 28, 2025, and ending on January 27, 2028, unless extended by mutual written agreement of the Parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 4 of 19 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Martin Yost, Chief Executive Officer. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 5 of 19 without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Martin Yost Chief Executive Officer 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 6 of 19 including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 7 of 19 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 8 of 19 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non- discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 9 of 19 writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: CASL Interpreting Attention: Martin Yost 74-923 Hwy 111 #446 Indian Wells, CA 92210 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 10 of 19 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 12. COMPLIANCE WITH ECONOMIC SANCTIONS IN RESPONSE TO RUSSIA'S ACTIONS IN UKRAINE. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [SIGNATURES ON NEXT PAGE] Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 11 of 19 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND MARTIN YOST INTERPRETING, LLC DBA CASL INTERPRETING IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _______________________________________ By: _________________________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 1/28/2025 1/28/2025 Page 12 of 19 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 13 of 19 Contractor will provide the City with as-needed sign language interpreting services as detailed below. INTERPRETING RATES: Weekdays Monday-Friday Day Rate (7:00am-5:00pm) $90.00 per hour Evening Rate: (5:00pm-10:00pm) $95.00 per hour Overnight Rate: (10:00pm-7:00am) $135.00 per hour Saturday and Sunday (Weekends) Weekend Day Rate (7:00am-5:00pm) $95.00 per hour Evening Rate: (5:00pm-10:00pm) $105.00 per hour Overnight Rate: (10:00pm-7:00am) $145.00 per hour Federally Recognized Holidays Day Rate (7:00am-5:00pm) $115.00 per hour Evening Rate: (5:00pm-10:00pm) $125.00 per hour Overnight Rate: (10:00pm-7:00am) $155.00 per hour RATE STRUCTURE: All assignments will be charged for a minimum of two (2) hours. Assignments will be billed for the time requested unless it goes overtime at which additional service will be billed in thirty (30) minute increments. Requests with less than 24-hours advance notice will incur a surcharge of $50. TEAM INTERPRETNG POLICY: The industry standard of providing a second (team) interpreter will be implemented for any interpreting assignment requiring continuous interpreting of 1.5 hours or more in length unless otherwise negotiated. INTERPRETER EXPECTATIONS: Interpreters will adhere to the Code of Professional Conduct as set forth by the National Registry of Interpreters for the Deaf. Interpreters will not interpret assignments where no deaf attendees are present unless specifically requested. Interpreters will wait 30 minutes after the scheduled start time for potential deaf attendees to arrive before excusing themselves unless specifically requested to stay. TRAVEL TIME/MILEAGE: CASL Interpreting will first exhaust its list of interpreters within reasonable proximity to the area of where the assignment is located. In the event no local interpreters are available, travel that is one hour in length for interpreters will be charged at half the hourly rate unless otherwise negotiated. Mileage will always be billed at the current federal mileage rate. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 14 of 19 OUT OF TOWN ASSIGNMENTS: If multiday assignments require significant travel, airfare, hotel, ground transportation costs may be negotiated. CANCELLATION POLICY: Unless otherwise negotiated in advance, one day assignments require notice for cancellation of interpretation services are (48) business hours in advance. Multiday assignments require (72) business hours in advance. Any assignments cancelled outside of these terms are billable in full. LATE FEES/PENALTIES: All invoices are due no later than 14 days from the date of the invoice. If an invoice remains outstanding more than 30 days past the date of the invoice then an additional invoice will be submitted with a $20.00 late fee; for each additional 15 days the invoice remains outstanding, an additional $20.00 late fee will be incurred. Pricing: 1. The pricing included in this Contract shall be firm for the term of the agreement. 2. The City will only pay for the items listed above. Invoicing: Contractor will submit an itemized invoice monthly. The City shall not be responsible for payment until a correct invoice is received. The invoice shall be accompanied by receipts, dated, and signed by a City Employee, verifying the work was done. Invoices and receipts will be submitted to the Contract Officer for approval. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 15 of 19 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 16 of 19 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence; 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required X _ is not required; 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 17 of 19 contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 18 of 19 D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Page 19 of 19 Exhibit C EXECUTIVE ORDER N-6-22 CERTIFICATION Executive Order N-6-22 issued by Governor Gavin Newsom on March 4, 2022, directs all agencies and departments that are subject to the Governor’s authority to (a) terminate any contracts with any individuals or entities that are determined to be a target of economic sanctions against Russia and Russian entities and individuals; and (b) refrain from entering into any new contracts with such individuals or entities while the aforementioned sanctions are in effect. Executive Order N-6-22 also requires that any contractor that: (1) currently has a contract with the City of Palm Springs funded through grant funds provided by the State of California; and/or (2) submits a bid or proposal or otherwise proposes to or enter into or renew a contract with the City of Palm Springs with State of California grant funds, certify that the person is not the target of any economic sanctions against Russia and Russian entities and individuals. The contractor hereby certifies, SUBJECT TO PENALTY FOR PERJURY, that a) the contractor is not a target of any economic sanctions against Russian and Russian entities and individuals as discussed in Executive Order N-6-22 and b) the person signing below is duly authorized to legally bind the Contractor. This certification is made under the laws of the State of California. Signature: Printed Name: Title: Firm Name: Date: Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Chief Executive Officer 1/28/2025 CASL Interpreting Martin Yost Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 12/20/2024 Schaub Insurance Agency, Inc 809 West San Marcos Blvd San Marcos CA 92078 JoAnn Schaub, CIC, CRM, CISR (760) 362-4646 (760) 736-3133 joann@schaubinsurance.com Martin Yost Interpreting, LLC D DBA: CHAMP ASL INTERPRETING OR CASL INTERPRETING 74-923 Hwy 111 #446 Indian Wells CA 92210 Sentinel Insurance Co 11000 A 72SBABB4232 05/15/2024 05/15/2025 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A 72SBABB4232 05/15/2024 05/15/2025 1,000,000 A 72WECAB5QO8 05/15/2024 05/15/2025 1,000,000 1,000,000 1,000,000 10 DAY NOTICE OF CANCELLATION FOR NON-PAYMENT OF PREMIUM, 30 DAYS NOTICE OF CANCELLATION FOR ALL OTHER REASONS. THE CITY OF PALM SPRINGS, ITS OFFICIALS, EMPLOYEES AND AGENTS ARE NAMED AS AN ADDITIONAL INSURED AND THIS INSURANCE IS PRIMARY AND NON-CONTRIBUTORY WHERE REQUIRED BY WRITTEN CONTRACT FOR ANY AND ALL WORK PERFORMED FOR THE CITY. WAIVER OF SUBROGATION IS INCLUDED FOR WORKERS COMPENSATION AND EMPLOYERS LIABILITY. The City of Palm Springs 3200 E Tahquitz Way Palm Springs CA 92262 Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:04/04/24 Policy Expiration Date:05/15/25 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:72 WEC AB5QO8 Endorsement Number: Effective Date:05/15/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:Martin Yost Interpreting LLC 74-923 US HWY 111 # 446 INDIAN WELLS CA 92210 We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5 %of the California workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description THE CITY OF PALM SPRINGS,3200 E TAHQUITZ CANYON WAY , PALM SPRINGS, CA 92262 1 Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Page 2 of 24 Form SS 00 08 04 05 (2)Receives a written or verbal demand or claim for damages because of the "bodily injury"or "property damage";or (3)Becomes aware by any other means that "bodily injury"or "property damage"has occurred or has begun to occur. d.Damages because of "bodily injury"include damages claimed by any person or organization for care,loss of services or death resulting at any time from the "bodily injury". e.Incidental Medical Malpractice (1)"Bodily injury"arising out of the rendering of or failure to render professional health care services as a physician,dentist,nurse,emergency medical technician or paramedic shall be deemed to be caused by an "occurrence",but only if: (a)The physician,dentist,nurse, emergency medical technician or paramedic is employed by you to provide such services;and (b)You are not engaged in the business or occupation of providing such services. (2)For the purpose of determining the limits of insurance for incidental medical malpractice,any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2.MEDICAL EXPENSES Insuring Agreement a.We will pay medical expenses as described below for "bodily injury"caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent;or (3)Because of your operations; provided that: (1)The accident takes place in the "coverage territory"and during the policy period; (2)The expenses are incurred and reported to us within three years of the date of the accident;and (3)The injured person submits to examination,at our expense,by physicians of our choice as often as we reasonably require. b.We will make these payments regardless of fault.These payments will not exceed the applicable limit of insurance.We will pay reasonable expenses for: (1)First aid administered at the time of an accident; (2)Necessary medical,surgical,x-ray and dental services,including prosthetic devices;and (3)Necessary ambulance,hospital, professional nursing and funeral services. 3.COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a.We will pay,with respect to any claim or "suit"we investigate or settle,or any "suit" against an insured we defend: (1)All expenses we incur. (2)Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury"applies.We do not have to furnish these bonds. (3)The cost of appeal bonds or bonds to release attachments,but only for bond amounts within the applicable limit of insurance.We do not have to furnish these bonds. (4)All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit",including actual loss of earnings up to $500 a day because of time off from work. (5)All costs taxed against the insured in the "suit". (6)Prejudgment interest awarded against the insured on that part of the judgment we pay.If we make an offer to pay the applicable limit of insurance,we will not pay any prejudgment interest based on that period of time after the offer. (7)All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay,or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1)through (7) above will not reduce the limits of insurance. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 3 of 24 b.If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit",we will defend that indemnitee if all of the following conditions are met: (1)The "suit"against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2)This insurance applies to such liability assumed by the insured; (3)The obligation to defend,or the cost of the defense of,that indemnitee,has also been assumed by the insured in the same "insured contract"; (4)The allegations in the "suit"and the information we know about the "occurrence"are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5)The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee;and (6)The indemnitee: (a)Agrees in writing to: (i)Cooperate with us in the investigation,settlement or defense of the "suit"; (ii)Immediately send us copies of any demands,notices, summonses or legal papers received in connection with the "suit"; (iii)Notify any other insurer whose coverage is available to the indemnitee;and (iv)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee;and (b)Provides us with written authorization to: (i)Obtain records and other information related to the "suit";and (ii)Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys'fees incurred by us in the defense of that indemnitee,necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b)of Section B.– Exclusions,such payments will not be deemed to be damages for "bodily injury"and "property damage"and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys'fees and necessary litigation expenses as Supplementary Payments ends when: (1)We have used up the applicable limit of insurance in the payment of judgments or settlements;or (2)The conditions set forth above,or the terms of the agreement described in Paragraph (6)above,are no longer met. B.EXCLUSIONS 1.Applicable To Business Liability Coverage This insurance does not apply to: a.Expected Or Intended Injury (1)"Bodily injury"or "property damage" expected or intended from the standpoint of the insured.This exclusion does not apply to "bodily injury"or "property damage"resulting from the use of reasonable force to protect persons or property;or (2)"Personal and advertising injury"arising out of an offense committed by,at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b.Contractual Liability (1)"Bodily injury"or "property damage";or (2)"Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a)"Bodily injury","property damage"or "personal and advertising injury"that the insured would have in the absence of the contract or agreement;or Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Page 4 of 24 Form SS 00 08 04 05 (b)"Bodily injury"or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury"or "property damage"occurs subsequent to the execution of the contract or agreement.Solely for the purpose of liability assumed in an "insured contract",reasonable attorneys'fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury"or "property damage" provided: (i)Liability to such party for,or for the cost of,that party’s defense has also been assumed in the same "insured contract",and (ii)Such attorneys'fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c.Liquor Liability "Bodily injury"or "property damage"for which any insured may be held liable by reason of: (1)Causing or contributing to the intoxication of any person; (2)The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol;or (3)Any statute,ordinance or regulation relating to the sale,gift,distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing,distributing, selling,serving or furnishing alcoholic beverages. d.Workers'Compensation And Similar Laws Any obligation of the insured under a workers'compensation,disability benefits or unemployment compensation law or any similar law. e.Employer’s Liability "Bodily injury"to: (1)An "employee"of the insured arising out of and in the course of: (a)Employment by the insured;or (b)Performing duties related to the conduct of the insured’s business,or (2)The spouse,child,parent,brother or sister of that "employee"as a consequence of (1)above. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f.Pollution (1)"Bodily injury","property damage"or "personal and advertising injury" arising out of the actual,alleged or threatened discharge,dispersal, seepage,migration,release or escape of "pollutants": (a)At or from any premises,site or location which is or was at any time owned or occupied by,or rented or loaned to any insured. However,this subparagraph does not apply to: (i)"Bodily injury"if sustained within a building and caused by smoke,fumes,vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use,by the building's occupants or their guests; (ii)"Bodily injury"or "property damage"for which you may be held liable,if you are a contractor and the owner or lessee of such premises,site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises,site or location and such premises,site or location is not and never was owned or occupied by,or rented or loaned to,any insured,other than that additional insured;or Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 5 of 24 (iii)"Bodily injury"or "property damage"arising out of heat, smoke or fumes from a "hostile fire"; (b)At or from any premises,site or location which is or was at any time used by or for any insured or others for the handling,storage, disposal,processing or treatment of waste; (c)Which are or were at any time transported,handled,stored, treated,disposed of,or processed as waste by or for: (i)Any insured;or (ii)Any person or organization for whom you may be legally responsible; (d)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants"are brought on or to the premises,site or location in connection with such operations by such insured,contractor or subcontractor.However,this subparagraph does not apply to: (i)"Bodily injury"or "property damage"arising out of the escape of fuels,lubricants or other operating fluids which are needed to perform the normal electrical,hydraulic or mechanical functions necessary for the operation of "mobile equipment"or its parts, if such fuels,lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them.This exception does not apply if the "bodily injury"or "property damage"arises out of the intentional discharge,dispersal or release of the fuels, lubricants or other operating fluids,or if such fuels, lubricants or other operating fluids are brought on or to the premises,site or location with the intent that they be discharged,dispersed or released as part of the operations being performed by such insured,contractor or subcontractor; (ii)"Bodily injury"or "property damage"sustained within a building and caused by the release of gases,fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor;or (iii)"Bodily injury"or "property damage"arising out of heat, smoke or fumes from a "hostile fire";or (e)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the operations are to test for,monitor,clean up,remove, contain,treat,detoxify or neutralize, or in any way respond to,or assess the effects of,"pollutants". (2)Any loss,cost or expense arising out of any: (a)Request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor, clean up,remove,contain,treat, detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants";or (b)Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring,cleaning up,removing, containing,treating,detoxifying or neutralizing,or in any way responding to,or assessing the effects of,"pollutants". However,this paragraph does not apply to liability for damages because of "property damage"that the insured would have in the absence of such request,demand,order or statutory or regulatory requirement,or such claim or "suit"by or on behalf of a governmental authority. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Page 6 of 24 Form SS 00 08 04 05 g.Aircraft,Auto Or Watercraft "Bodily injury"or "property damage"arising out of the ownership,maintenance,use or entrustment to others of any aircraft,"auto" or watercraft owned or operated by or rented or loaned to any insured.Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage"involved the ownership, maintenance,use or entrustment to others of any aircraft,"auto"or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1)A watercraft while ashore on premises you own or rent; (2)A watercraft you do not own that is: (a)Less than 51 feet long;and (b)Not being used to carry persons for a charge; (3)Parking an "auto"on,or on the ways next to,premises you own or rent, provided the "auto"is not owned by or rented or loaned to you or the insured; (4)Liability assumed under any "insured contract"for the ownership, maintenance or use of aircraft or watercraft; (5)"Bodily injury"or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3)of the definition of "mobile equipment";or (6)An aircraft that is not owned by any insured and is hired,chartered or loaned with a paid crew.However,this exception does not apply if the insured has any other insurance for such "bodily injury"or "property damage",whether the other insurance is primary,excess, contingent or on any other basis. h.Mobile Equipment "Bodily injury"or "property damage" arising out of: (1)The transportation of "mobile equipment" by an "auto"owned or operated by or rented or loaned to any insured;or (2)The use of "mobile equipment"in,or while in practice or preparation for,a prearranged racing,speed or demolition contest or in any stunting activity. i.War "Bodily injury","property damage"or "personal and advertising injury",however caused,arising,directly or indirectly,out of: (1)War,including undeclared or civil war; (2)Warlike action by a military force, including action in hindering or defending against an actual or expected attack,by any government, sovereign or other authority using military personnel or other agents;or (3)Insurrection,rebellion,revolution, usurped power,or action taken by governmental authority in hindering or defending against any of these. j.Professional Services "Bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of or failure to render any professional service.This includes but is not limited to: (1)Legal,accounting or advertising services; (2)Preparing,approving,or failing to prepare or approve maps,shop drawings,opinions,reports,surveys, field orders,change orders,designs or drawings and specifications; (3)Supervisory,inspection,architectural or engineering activities; (4)Medical,surgical,dental,x-ray or nursing services treatment,advice or instruction; (5)Any health or therapeutic service treatment,advice or instruction; (6)Any service,treatment,advice or instruction for the purpose of appearance or skin enhancement,hair removal or replacement or personal grooming; (7)Optical or hearing aid services including the prescribing,preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 7 of 24 (8)Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation,fitting,demonstration or distribution of ophthalmic lenses and similar products; (9)Any: (a)Body piercing (not including ear piercing); (b)Tattooing,including but not limited to the insertion of pigments into or under the skin;and (c)Similar services; (10)Services in the practice of pharmacy; and (11)Computer consulting,design or programming services,including web site design. Paragraphs (4)and (5)of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e.in Section A.-Coverages. k.Damage To Property "Property damage"to: (1)Property you own,rent or occupy, including any costs or expenses incurred by you,or any other person, organization or entity,for repair, replacement,enhancement, restoration or maintenance of such property for any reason,including prevention of injury to a person or damage to another's property; (2)Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises; (3)Property loaned to you; (4)Personal property in the care,custody or control of the insured; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations,if the "property damage" arises out of those operations;or (6)That particular part of any property that must be restored,repaired or replaced because "your work"was incorrectly performed on it. Paragraphs (1),(3)and (4)of this exclusion do not apply to "property damage"(other than damage by fire)to premises,including the contents of such premises,rented to you for a period of 7 or fewer consecutive days.A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D.-Limits Of Insurance. Paragraph (2)of this exclusion does not apply if the premises are "your work"and were never occupied,rented or held for rental by you. Paragraphs (3)and (4)of this exclusion do not apply to the use of elevators. Paragraphs (3),(4),(5)and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3)and (4)of this exclusion do not apply to "property damage"to borrowed equipment while not being used to perform operations at a job site. Paragraph (6)of this exclusion does not apply to "property damage"included in the "products-completed operations hazard". l.Damage To Your Product "Property damage"to "your product" arising out of it or any part of it. m.Damage To Your Work "Property damage"to "your work"arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n.Damage To Impaired Property Or Property Not Physically Injured "Property damage"to "impaired property" or property that has not been physically injured,arising out of: (1)A defect,deficiency,inadequacy or dangerous condition in "your product" or "your work";or (2)A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product"or "your work"after it has been put to its intended use. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Page 8 of 24 Form SS 00 08 04 05 o.Recall Of Products,Work Or Impaired Property Damages claimed for any loss,cost or expense incurred by you or others for the loss of use,withdrawal,recall,inspection, repair,replacement,adjustment,removal or disposal of: (1)"Your product"; (2)"Your work";or (3)"Impaired property"; if such product,work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency,inadequacy or dangerous condition in it. p.Personal And Advertising Injury "Personal and advertising injury": (1)Arising out of oral,written or electronic publication of material,if done by or at the direction of the insured with knowledge of its falsity; (2)Arising out of oral,written or electronic publication of material whose first publication took place before the beginning of the policy period; (3)Arising out of a criminal act committed by or at the direction of the insured; (4)Arising out of any breach of contract, except an implied contract to use another’s "advertising idea"in your "advertisement"; (5)Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6)Arising out of the wrong description of the price of goods,products or services; (7)Arising out of any violation of any intellectual property rights such as copyright,patent,trademark,trade name,trade secret,service mark or other designation of origin or authenticity. However,this exclusion does not apply to infringement,in your "advertisement",of (a)Copyright; (b)Slogan,unless the slogan is also a trademark,trade name,service mark or other designation of origin or authenticity;or (c)Title of any literary or artistic work; (8)Arising out of an offense committed by an insured whose business is: (a)Advertising,broadcasting, publishing or telecasting; (b)Designing or determining content of web sites for others;or (c)An Internet search,access, content or service provider. However,this exclusion does not apply to Paragraphs a.,b.and c. under the definition of "personal and advertising injury"in Section G.– Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement"for or linking to others on your web site,by itself,is not considered the business of advertising,broadcasting, publishing or telecasting; (9)Arising out of an electronic chat room or bulletin board the insured hosts, owns,or over which the insured exercises control; (10)Arising out of the unauthorized use of another's name or product in your e-mail address,domain name or metatags,or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created by any state or federal act. However,this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12)Arising out of: (a)An "advertisement"for others on your web site; (b)Placing a link to a web site of others on your web site; (c)Content from a web site of others displayed within a frame or border on your web site.Content includes information,code,sounds,text, graphics or images;or (d)Computer code,software or programming used to enable: (i)Your web site;or (ii)The presentation or functionality of an "advertisement"or other content on your web site; Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 9 of 24 (13)Arising out of a violation of any anti- trust law; (14)Arising out of the fluctuation in price or value of any stocks,bonds or other securities;or (15)Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director,stockholder,partner or member of the insured. q.Electronic Data Damages arising out of the loss of,loss of use of,damage to,corruption of,inability to access,or inability to manipulate "electronic data". r.Employment-Related Practices "Bodily injury"or "personal and advertising injury"to: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment;or (c)Employment-related practices, policies,acts or omissions,such as coercion,demotion,evaluation, reassignment,discipline, defamation,harassment,humiliation or discrimination directed at that person;or (2)The spouse,child,parent,brother or sister of that person as a consequence of "bodily injury"or "personal and advertising injury"to the person at whom any of the employment-related practices described in Paragraphs (a),(b),or (c) above is directed. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. s.Asbestos (1)"Bodily injury","property damage"or "personal and advertising injury" arising out of the "asbestos hazard". (2)Any damages,judgments,settlements, loss,costs or expenses that: (a)May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b)Arise out of any request,demand, order or statutory or regulatory requirement that any insured or others test for,monitor,clean up, remove,encapsulate,contain, treat,detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard";or (c)Arise out of any claim or suit for damages because of testing for, monitoring,cleaning up,removing, encapsulating,containing,treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t.Violation Of Statutes That Govern E- Mails,Fax,Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury","property damage",or "personal and advertising injury"arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA),including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003,including any amendment of or addition to such law;or (3)Any statute,ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003,that prohibits or limits the sending,transmitting,communicating or distribution of material or information. Damage To Premises Rented To You – Exception For Damage By Fire,Lightning or Explosion Exclusions c.through h.and k.through o.do not apply to damage by fire,lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner.A separate Limit of Insurance applies to this coverage as described in Section D.-Liability And Medical Expenses Limits Of Insurance. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Page 10 of 24 Form SS 00 08 04 05 2.Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a.Any Insured To any insured,except "volunteer workers". b.Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c.Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d.Workers'Compensation And Similar Laws To a person,whether or not an "employee"of any insured,if benefits for the "bodily injury"are payable or must be provided under a workers'compensation or disability benefits law or a similar law. e.Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games,sports or athletic contests. f.Products-Completed Operations Hazard Included with the "products-completed operations hazard". g.Business Liability Exclusions Excluded under Business Liability Coverage. C.WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual,you and your spouse are insureds,but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture,you are an insured.Your members,your partners,and their spouses are also insureds,but only with respect to the conduct of your business. c.A limited liability company,you are an insured.Your members are also insureds, but only with respect to the conduct of your business.Your managers are insureds,but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company,you are an insured.Your "executive officers"and directors are insureds,but only with respect to their duties as your officers or directors. Your stockholders are also insureds,but only with respect to their liability as stockholders. e.A trust,you are an insured.Your trustees are also insureds,but only with respect to their duties as trustees. 2.Each of the following is also an insured: a.Employees And Volunteer Workers Your "volunteer workers"only while performing duties related to the conduct of your business,or your "employees",other than either your "executive officers"(if you are an organization other than a partnership,joint venture or limited liability company)or your managers (if you are a limited liability company),but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However,none of these "employees"or "volunteer workers"are insureds for: (1)"Bodily injury"or "personal and advertising injury": (a)To you,to your partners or members (if you are a partnership or joint venture),to your members (if you are a limited liability company),or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business,or to your other "volunteer workers"while performing duties related to the conduct of your business; (b)To the spouse,child,parent, brother or sister of that co- "employee"or that "volunteer worker"as a consequence of Paragraph (1)(a)above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a)or (b)above;or (d)Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services,Paragraph (d)does not apply to any nurse,emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage"to property: (a)Owned,occupied or used by, Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 11 of 24 (b)Rented to,in the care,custody or control of,or over which physical control is being exercised for any purpose by you,any of your "employees","volunteer workers", any partner or member (if you are a partnership or joint venture),or any member (if you are a limited liability company). b.Real Estate Manager Any person (other than your "employee"or "volunteer worker"),or any organization while acting as your real estate manager. c.Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die,but only: (1)With respect to liability arising out of the maintenance or use of that property;and (2)Until your legal representative has been appointed. d.Legal Representative If You Die Your legal representative if you die,but only with respect to duties as such.That representative will have all your rights and duties under this insurance. e.Unnamed Subsidiary Any subsidiary and subsidiary thereof,of yours which is a legally incorporated entity of which you own a financial interest of more than 50%of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3.Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company,and over which you maintain financial interest of more than 50%of the voting stock,will qualify as a Named Insured if there is no other similar insurance available to that organization.However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period,whichever is earlier;and b.Coverage under this provision does not apply to: (1)"Bodily injury"or "property damage" that occurred;or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4.Operator Of Mobile Equipment With respect to "mobile equipment"registered in your name under any motor vehicle registration law,any person is an insured while driving such equipment along a public highway with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the equipment,and only if no other insurance of any kind is available to that person or organization for this liability. However,no person or organization is an insured with respect to: a."Bodily injury"to a co-"employee"of the person driving the equipment;or b."Property damage"to property owned by, rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5.Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge,any person is an insured while operating such watercraft with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the watercraft,and only if no other insurance of any kind is available to that person or organization for this liability. However,no person or organization is an insured with respect to: a."Bodily injury"to a co-"employee"of the person operating the watercraft;or b."Property damage"to property owned by, rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6.Additional Insureds When Required By Written Contract,Written Agreement Or Permit The person(s)or organization(s)identified in Paragraphs a.through f.below are additional insureds when you have agreed,in a written Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Page 12 of 24 Form SS 00 08 04 05 contract,written agreement or because of a permit issued by a state or political subdivision,that such person or organization be added as an additional insured on your policy,provided the injury or damage occurs subsequent to the execution of the contract or agreement,or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However,no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F.–Optional Additional Insured Coverages. a.Vendors Any person(s)or organization(s)(referred to below as vendor),but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f)Demonstration,installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor;or (h)"Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Subparagraphs (d)or (f);or (ii)Such inspections,adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient,part or container, entering into,accompanying or containing such products. b.Lessors Of Equipment (1)Any person or organization from whom you lease equipment;but only with respect to their liability for "bodily injury","property damage"or "personal and advertising injury" caused,in whole or in part,by your maintenance,operation or use of equipment leased to you by such person or organization. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 13 of 24 (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. c.Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises,but only with respect to liability arising out of the ownership,maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to: (a)Any "occurrence"which takes place after you cease to lease that land or be a tenant in that premises;or (b)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. d.Architects,Engineers Or Surveyors (1)Any architect,engineer,or surveyor,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; or (b)In the performance of your ongoing operations performed by you or on your behalf. (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you,including: (a)The preparing,approving,or failure to prepare or approve, maps,shop drawings,opinions, reports,surveys,field orders, change orders,designs or drawings and specifications;or (b)Supervisory,inspection, architectural or engineering activities. e.Permits Issued By State Or Political Subdivisions (1)Any state or political subdivision,but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to: (a)"Bodily injury","property damage" or "personal and advertising injury"arising out of operations performed for the state or municipality;or (b)"Bodily injury"or "property damage" included within the "products- completed operations hazard". f.Any Other Party (1)Any other person or organization who is not an insured under Paragraphs a. through e.above,but only with respect to liability for "bodily injury", "property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations; (b)In connection with your premises owned by or rented to you;or (c)In connection with "your work"and included within the "products- completed operations hazard",but only if (i)The written contract or written agreement requires you to provide such coverage to such additional insured;and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products- completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to: "Bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services,including: Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Page 14 of 24 Form SS 00 08 04 05 (a)The preparing,approving,or failure to prepare or approve, maps,shop drawings,opinions, reports,surveys,field orders, change orders,designs or drawings and specifications;or (b)Supervisory,inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D.–Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.–Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1.The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits"brought;or c.Persons or organizations making claims or bringing "suits". 2.Aggregate Limits The most we will pay for: a.Damages because of "bodily injury"and "property damage"included in the "products-completed operations hazard"is the Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodily injury","property damage"or "personal and advertising injury",including medical expenses,is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location"means premises involving the same or connecting lots,or premises whose connection is interrupted only by a street,roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage"to premises while rented to you or temporarily occupied by you with permission of the owner,arising out of fire,lightning or explosion. 3.Each Occurrence Limit Subject to 2.a.or 2.b above,whichever applies,the most we will pay for the sum of all damages because of all "bodily injury", "property damage"and medical expenses arising out of any one "occurrence"is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury"sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4.Personal And Advertising Injury Limit Subject to 2.b.above,the most we will pay for the sum of all damages because of all "personal and advertising injury"sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5.Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage"to any one premises,while rented to you,or in the case of damage by fire, lightning or explosion,while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire,lightning or explosion,the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event,whether such damage results from fire,lightning or explosion or any combination of these. 6.How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance specified in a written contract,written agreement or permit issued by a state or political subdivision;or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 15 of 24 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit",the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit".However,this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months,starting with the beginning of the policy period shown in the Declarations,unless the policy period is extended after issuance for an additional period of less than 12 months.In that case,the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1.Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2.Duties In The Event Of Occurrence, Offense,Claim Or Suit a.Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence"or an offense which may result in a claim.To the extent possible,notice should include: (1)How,when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses;and (3)The nature and location of any injury or damage arising out of the "occurrence"or offense. b.Notice Of Claim If a claim is made or "suit"is brought against any insured,you or any additional insured must: (1)Immediately record the specifics of the claim or "suit"and the date received; and (2)Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit"as soon as practicable. c.Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement of the claim or defense against the "suit";and (4)Assist us,upon our request,in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d.Obligations At The Insured's Own Cost No insured will,except at that insured's own cost,voluntarily make a payment,assume any obligation,or incur any expense,other than for first aid,without our consent. e.Additional Insured's Other Insurance If we cover a claim or "suit"under this Coverage Part that may also be covered by other insurance available to an additional insured,such additional insured must submit such claim or "suit"to the other insurer for defense and indemnity. However,this provision does not apply to the extent that you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f.Knowledge Of An Occurrence,Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured only when such "occurrence",offense,claim or "suit"is known to: (1)You or any additional insured that is an individual; (2)Any partner,if you or an additional insured is a partnership; (3)Any manager,if you or an additional insured is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured is a corporation; (5)Any trustee,if you or an additional insured is a trust;or (6)Any elected or appointed official,if you or an additional insured is a political subdivision or public entity. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Page 16 of 24 Form SS 00 08 04 05 This Paragraph f.applies separately to you and any additional insured. 3.Financial Responsibility Laws a.When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law,the insurance provided by the policy for "bodily injury" liability and "property damage"liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b.With respect to "mobile equipment"to which this insurance applies,we will provide any liability,uninsured motorists, underinsured motorists,no-fault or other coverage required by any motor vehicle law.We will provide the required limits for those coverages. 4.Legal Action Against Us No person or organization has a right under this Coverage Form: a.To join us as a party or otherwise bring us into a "suit"asking for damages from an insured;or b.To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured;but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance.An agreed settlement means a settlement and release of liability signed by us,the insured and the claimant or the claimant's legal representative. 5.Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured,this insurance applies: a.As if each Named Insured were the only Named Insured;and b.Separately to each insured against whom a claim is made or "suit"is brought. 6.Representations a.When You Accept This Policy By accepting this policy,you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us;and (3)We have issued this policy in reliance upon your representations. b.Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part,we shall not deny any coverage under this Coverage Part because of such failure. 7.Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part,our obligations are limited as follows: a.Primary Insurance This insurance is primary except when b. below applies.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. b.Excess Insurance This insurance is excess over any of the other insurance,whether primary,excess, contingent or on any other basis: (1)Your Work That is Fire,Extended Coverage, Builder's Risk,Installation Risk or similar coverage for "your work"; (2)Premises Rented To You That is fire,lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3)Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage"to premises rented to you or temporarily occupied by you with permission of the owner; (4)Aircraft,Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g.of Section A.–Coverages. (5)Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section A.– Coverages. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 17 of 24 (6)When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations,or products and completed operations,for which you have been added as an additional insured by that insurance;or (7)When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However,the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. (b)Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance,this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess,we will have no duty under this Coverage Part to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends,we will undertake to do so,but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any,that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance;and (2)The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c.Method Of Sharing If all the other insurance permits contribution by equal shares,we will follow this method also.Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8.Transfer Of Rights Of Recovery Against Others To Us a.Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring "suit"or transfer those rights to us and help us enforce them.This condition does not apply to Medical Expenses Coverage. b.Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments,we have made under this Coverage Part,we also waive that right,provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Page 18 of 24 Form SS 00 08 04 05 F.OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply.When any of these Optional Additional Insured Coverages apply, Paragraph 6.(Additional Insureds When Required by Written Contract,Written Agreement or Permit) of Section C.,Who Is An Insured,does not apply to the person or organization shown in the Declarations.These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy,except as provided below: 1.Additional Insured -Designated Person Or Organization WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: a.In the performance of your ongoing operations;or b.In connection with your premises owned by or rented to you. 2.Additional Insured -Managers Or Lessors Of Premises a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations as an Additional Insured - Designated Person Or Organization;but only with respect to liability arising out of the ownership,maintenance or use of that part of the premises leased to you and shown in the Declarations. b.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: (1)Any "occurrence"which takes place after you cease to be a tenant in that premises;or (2)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. 3.Additional Insured -Grantor Of Franchise WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations as an Additional Insured - Grantor Of Franchise,but only with respect to their liability as grantor of franchise to you. 4.Additional Insured -Lessor Of Leased Equipment a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) shown in the Declarations as an Additional Insured –Lessor of Leased Equipment, but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your maintenance,operation or use of equipment leased to you by such person(s)or organization(s). b.With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. 5.Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) shown in the Declarations as an Additional Insured –Owners Or Other Interests From Whom Land Has Been Leased,but only with respect to liability arising out of the ownership,maintenance or use of that part of the land leased to you and shown in the Declarations. b.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: (1)Any "occurrence"that takes place after you cease to lease that land;or (2)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. 6.Additional Insured -State Or Political Subdivision –Permits a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 19 of 24 Insured –State Or Political Subdivision - Permits,but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: (1)"Bodily injury","property damage"or "personal and advertising injury" arising out of operations performed for the state or municipality;or (2)"Bodily injury"or "property damage" included in the "product-completed operations"hazard. 7.Additional Insured –Vendors a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) (referred to below as vendor)shown in the Declarations as an Additional Insured - Vendor,but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". b.The insurance afforded to the vendor is subject to the following additional exclusions: (1)This insurance does not apply to: (a)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,unless unpacked solely for the purpose of inspection, demonstration,testing,or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f)Demonstration,installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor;or (h)"Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Subparagraphs (d)or (f);or (ii)Such inspections, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products,or any ingredient,part or container,entering into, accompanying or containing such products. 8.Additional Insured –Controlling Interest WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations as an Additional Insured – Controlling Interest,but only with respect to their liability arising out of: a.Their financial control of you;or b.Premises they own,maintain or control while you lease or occupy these premises. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Page 20 of 24 Form SS 00 08 04 05 This insurance does not apply to structural alterations,new construction and demolition operations performed by or for that person or organization. 9.Additional Insured –Owners,Lessees Or Contractors –Scheduled Person Or Organization a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) shown in the Declarations as an Additional Insured –Owner,Lessees Or Contractors, but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In the performance of your ongoing operations for the additional insured(s);or (2)In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard",but only if this Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". b.With respect to the insurance afforded to these additional insureds,this insurance does not apply to "bodily injury","property damage"or "personal an advertising injury"arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services,including: (1)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions,reports,surveys, field orders,change orders,designs or drawings and specifications;or (2)Supervisory,inspection,architectural or engineering activities. 10.Additional Insured –Co-Owner Of Insured Premises WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or Organization(s)shown in the Declarations as an Additional Insured –Co- Owner Of Insured Premises,but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D.–Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.– Liability And Medical Expenses General Conditions. G.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1."Advertisement"means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a.(1)Radio; (2)Television; (3)Billboard; (4)Magazine; (5)Newspaper; b.The Internet,but only that part of a web site that is about goods,products or services for the purposes of inducing the sale of goods,products or services;or c.Any other publication that is given widespread public distribution. However,"advertisement"does not include: a.The design,printed material,information or images contained in,on or upon the packaging or labeling of any goods or products;or b.An interactive conversation between or among persons through a computer network. 2."Advertising idea"means any idea for an "advertisement". 3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto"means a land motor vehicle,trailer or semi-trailer designed for travel on public roads,including any attached machinery or equipment.But "auto"does not include "mobile equipment". 5."Bodily injury"means physical: a.Injury; b.Sickness;or c.Disease sustained by a person and,if arising out of the above,mental anguish or death at any time. 6."Coverage territory"means: Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 21 of 24 a.The United States of America (including its territories and possessions),Puerto Rico and Canada; b.International waters or airspace,but only if the injury or damage occurs in the course of travel or transportation between any places included in a.above; c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a.above; (2)The activities of a person whose home is in the territory described in a. above,but is away for a short time on your business;or (3)"Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions),Puerto Rico or Canada,in a "suit"on the merits according to the substantive law in such territory,or in a settlement we agree to. 7."Electronic data"means information,facts or programs: a.Stored as or on; b.Created or used on;or c.Transmitted to or from computer software,including systems and applications software,hard or floppy disks, CD-ROMS,tapes,drives,cells,data processing devices or any other media which are used with electronically controlled equipment. 8."Employee"includes a "leased worker". "Employee"does not include a "temporary worker". 9."Executive officer"means a person holding any of the officer positions created by your charter,constitution,by-laws or any other similar governing document. 10."Hostile fire"means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property"means tangible property, other than "your product"or "your work",that cannot be used or is less useful because: a.It incorporates "your product"or "your work" that is known or thought to be defective, deficient,inadequate or dangerous;or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a.The repair,replacement,adjustment or removal of "your product"or "your work"; or b.Your fulfilling the terms of the contract or agreement. 12."Insured contract"means: a.A contract for a lease of premises. However,that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D.–Liability and Medical Expenses Limits of Insurance. b.A sidetrack agreement; c.Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d.Any obligation,as required by ordinance, to indemnify a municipality,except in connection with work for a municipality; e.An elevator maintenance agreement;or f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality)under which you assume the tort liability of another party to pay for "bodily injury"or "property damage"to a third person or organization, provided the "bodily injury"or "property damage"is caused,in whole or in part,by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.includes that part of any contract or agreement that indemnifies a railroad for "bodily injury"or "property damage"arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle,tracks,road-beds,tunnel, underpass or crossing. However,Paragraph f.does not include that part of any contract or agreement: Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Page 22 of 24 Form SS 00 08 04 05 (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing,approving or failing to prepare or approve maps,shop drawings,opinions,reports, surveys,field orders,change orders,designs or drawings and specifications;or (b)Giving directions or instructions, or failing to give them,if that is the primary cause of the injury or damage;or (2)Under which the insured,if an architect,engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services,including those listed in (1)above and supervisory, inspection,architectural or engineering activities. 13."Leased worker"means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm,to perform duties related to the conduct of your business."Leased worker"does not include a "temporary worker". 14."Loading or unloading"means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft,watercraft or "auto"; b.While it is in or on an aircraft,watercraft or "auto";or c.While it is being moved from an aircraft, watercraft or "auto"to the place where it is finally delivered; but "loading or unloading"does not include the movement of property by means of a mechanical device,other than a hand truck,that is not attached to the aircraft,watercraft or "auto". 15."Mobile equipment"means any of the following types of land vehicles,including any attached machinery or equipment: a.Bulldozers,farm machinery,forklifts and other vehicles designed for use principally off public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles,whether self-propelled or not,on which are permanently mounted: (1)Power cranes,shovels,loaders, diggers or drills;or (2)Road construction or resurfacing equipment such as graders,scrapers or rollers; e.Vehicles not described in a.,b.,c.,or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors,pumps and generators,including spraying, welding,building cleaning, geophysical exploration,lighting and well servicing equipment;or (2)Cherry pickers and similar devices used to raise or lower workers; f.Vehicles not described in a.,b.,c.,or d. above maintained primarily for purposes other than the transportation of persons or cargo. However,self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment"but will be considered "autos": (1)Equipment,of at least 1,000 pounds gross vehicle weight,designed primarily for: (a)Snow removal; (b)Road maintenance,but not construction or resurfacing;or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers;and (3)Air compressors,pumps and generators,including spraying, welding,building cleaning, geophysical exploration,lighting and well servicing equipment. 16."Occurrence"means an accident,including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury"means injury, including consequential "bodily injury",arising out of one or more of the following offenses: a.False arrest,detention or imprisonment; b.Malicious prosecution; Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 23 of 24 c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room,dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d.Oral,written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods,products or services; e.Oral,written or electronic publication of material that violates a person's right of privacy; f.Copying,in your "advertisement",a person’s or organization’s "advertising idea"or style of "advertisement"; g.Infringement of copyright,slogan,or title of any literary or artistic work,in your "advertisement";or h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18."Pollutants"means any solid,liquid,gaseous or thermal irritant or contaminant,including smoke, vapor,soot,fumes,acids,alkalis,chemicals and waste.Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard"; a.Includes all "bodily injury"and "property damage"occurring away from premises you own or rent and arising out of "your product"or "your work"except: (1)Products that are still in your physical possession;or (2)Work that has not yet been completed or abandoned.However,"your work" will be deemed to be completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service,maintenance, correction,repair or replacement,but which is otherwise complete,will be treated as completed. The "bodily injury"or "property damage" must occur away from premises you own or rent,unless your business includes the selling,handling or distribution of "your product"for consumption on premises you own or rent. b.Does not include "bodily injury"or "property damage"arising out of: (1)The transportation of property,unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you,and that condition was created by the "loading or unloading"of that vehicle by any insured;or (2)The existence of tools,uninstalled equipment or abandoned or unused materials. 20."Property damage"means: a.Physical injury to tangible property, including all resulting loss of use of that property.All such loss of use shall be deemed to occur at the time of the physical injury that caused it;or b.Loss of use of tangible property that is not physically injured.All such loss of use shall be deemed to occur at the time of "occurrence"that caused it. As used in this definition,"electronic data"is not tangible property. 21."Suit"means a civil proceeding in which damages because of "bodily injury","property damage"or "personal and advertising injury" to which this insurance applies are alleged. "Suit"includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent;or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22."Temporary worker"means a person who is furnished to you to substitute for a permanent "employee"on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker"means a person who: a.Is not your "employee"; Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 BUSINESS LIABILITY COVERAGE FORM Page 24 of 24 Form SS 00 08 04 05 b.Donates his or her work; c.Acts at the direction of and within the scope of duties determined by you;and d.Is not paid a fee,salary or other compensation by you or anyone else for their work performed for you. 24."Your product": a.Means: (1)Any goods or products,other than real property,manufactured,sold,handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired;and (2)Containers (other than vehicles), materials,parts or equipment furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality,durability,performance or use of "your product";and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 25."Your work": a.Means: (1)Work or operations performed by you or on your behalf;and (2)Materials,parts or equipment furnished in connection with such work or operations. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality,durability,performance or use of "your work";and (2)The providing of or failure to provide warnings or instructions. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 04 38 09 09 Page 1 of 3 ©2009,The Hartford (Includes copyrighted material of ISO Properties,Inc.,with its permission) Page 2 of 3 Form SS 04 38 09 09 (2)The discharge,dispersal,seepage, migration,release or escape of the "pollutants"is caused directly by such upset,overturn or damage as a result of the maintenance or use of a covered "auto". 4.With respect to this coverage,the following additional exclusions apply: a.Fellow employee Coverage does not apply to "bodily injury"to any fellow "employee"of the "insured" arising out of the operation of an "auto" owned by the "insured"in the course of the fellow "employee’s"employment. b.Care,custody or control Coverage does not apply to "property damage"involving property owned or transported by the "insured"or in the "insured’s"care,custody or control. C.With respect to "hired auto"and "non-owned auto" coverage,Paragraph C.WHO IS AN INSURED is deleted and replaced by the following: The following are "insureds": a.You. b.Your "employee"while using with your permission: (1)An "auto"you hire or borrow;or (2)An "auto"you don’t own,hire or borrow in your business or personal affairs;or (3)An "auto"hired or rented by your "employee"on your behalf and at your direction. c.Anyone else while using a "hired auto"or "non- owned auto"with your permission except: (1)The owner or anyone else from whom you hire or borrow an "auto". (2)Someone using an auto while he or she is working in a business of selling,servicing, repairing,parking or storing "autos"unless that business is yours. (3)Anyone other than your "employees", partners (if you are a partnership),members (if you are a limited liability company),or a lessee or borrower or any of their "employees",while moving property to or from an "auto". (4)A partner (if you are a partnership),or a member (if you are a limited liability company)for an "auto"owned by him or her or a member of his or her household. d.Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. D.With respect to the operation of a "hired auto"and "non-owned auto",the following additional conditions apply: 1.OTHER INSURANCE a.Except for any liability assumed under an "insured contract"the insurance provided by this Coverage Form is excess over any other collectible insurance. However,if your business is the selling, servicing,repairing,parking or storage of "autos",the insurance provided by this endorsement is primary when covered "bodily injury"or "property damage"arises out of the operation of a customer’s "auto" by you or your "employee". b.When this Coverage Form and any other Coverage Form or policy covers on the same basis,either excess or primary,we will pay only our share.Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 2.TWO OR MORE COVERAGE FORMS OR POLICIES ISSUED BY US If the Coverage Form and any other Coverage Form or policy issued to you by us or any company affiliated with us apply to the same "accident",the aggregate maximum Limit of Insurance under all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy.This condition does not apply to any Coverage Form or policy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. E.The following definitions are added: G.LIABILITY AND MEDICAL EXPENSES DEFINITIONS: 1."Hired auto"means any "auto"you lease, hire,rent or borrow.This does not include any auto you lease,hire,rent or borrow from any of your "employees",your partners (if you are a partnership),members (if you are a limited liability company), Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442 Form SS 04 38 09 09 Page 3 of 3 or your "executive officers"or members of their households. This does not include a long-term leased "auto"that you insure as an owned "auto" under any other auto liability insurance policy or a temporary substitute for an "auto"you own that is out of service because of its breakdown,repair,servicing or destruction. 2."Non-owned auto "means any "auto"you do not own,lease,hire,rent or borrow which is used in connection with your business.This includes: a."Autos"owned by your "employees"your partners (if you are a partnership), members (if you are a limited liability company),or your "executive officers", or members of their households,but only while used in your business or your personal affairs. b.Customer’s "auto"that is in your care, custody or control for service. Docusign Envelope ID: 86DF0003-EB0E-462C-A4C4-373AEC4FB442