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HomeMy WebLinkAboutSELECTRON TECHNOLOGIES, INC.1NCEON FILE MAY PROCEED A-2021-167 OF RENEWAL AGREEMENT WITH SELECTRON TECHNOLOGIES, INC. TO PROVIDE _ INTERACTIVE VOICE RESPONSE SERVICES AND SOFTWARE SUPPORT AND MAINTENANCE l This Renewal Agreement to Provide Interactive Voice Response Services and Software Support and Maintenance ("this Agreement') is made as of this 171 day of August. 2021 by and between Selectron Technologies, Inc., an Oregon corporation ("CONSULTANT"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY"). In consideration of the mutual promises herein contained and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties agree as follows: A. CITY desires to retain a consultant having special skill and knowledge in providing multi- lingual interactive voice response services through a centralized software system capable of integration with the City's Municipal Utility Services, Business License, Dog License, and Land Management systems and compatible with the City's underlying voice of internet protocol telephone system and other associated equipment and software. B. In undertaking the performance of this Agreement, CONSULTANT represents that it is knowledgeable in its field and that any services performed by CONSULTANT under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, including those set forth in the CONSULTANT'S standard Software License Agreement and Support and Maintenance Agreement attached at Appendices I and II, respectively, the parties agree asfollows: CITY hereby retains CONSULTANT, and CONSULTANT hereby agrees to provide such services as are set forth hereinbelow, in accordance with the terms and conditions of this Agreement, and represents and warrants to CITY that CONSULTANT accepts such assignment to perform those services, subject to those terms and conditions. SCOPE OF SERVICES a. CONSULTANT shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in EXHIBIT A, EXHIBIT B, and EXHIBIT C, as well as Appendix I and Appendix II (as may be applicable), attached hereto and incorporated by reference. b. In the event that the description of services, their time, place, and manner specified in EXHIBITS A, B, C, and Appendices I and II, is in conflict with the provisions of this Agreement then the terms of this Agreement will prevail. 2. COMPENSATION a. Upon execution of this Agreement, CITY agrees to pay, and CONSULTANT agrees to Page 1 of 12 accept as total payment for its services to CITY, the rates and charges identified in EXHIBITS B and C. The total amount to be expended during the term of this Agreement shall not exceed $921.21 . The sum of this amount shall include a base amount of $801.06 and a contingency amount of $120,168 for services to be provided at the sole discretion of CITY. b. Except however, that pursuant to a duly executed Change Order mutually agreed to by the parties in accordance with Section 3-21 of this Agreement, a different invoicing period may be specified for the particular services provided in accordance with the terms of such Change Order. c. Payment by CITY shall be made within forty-five days (45) days following receipt of proper invoice evidencing work performed, subject to CITY accounting procedures and proof of insurance as set forth in section 3-8 (Insurance). Billing or invoice statements shall be presumed to have been received three (3) days after they are mailed or twenty-four (24) hours after being electronically transmitted in accordance with the provisions of Section 3- 6 of this Agreement. d. Payment need not be made for work that fails to meet the standards of performance set forth in the Recitals, which may reasonably be expected by CITY. e. Any disputed charges must be presented by CITY to CONSULTANT in writing within fifteen (45) days of the date of CITY'S receipt of CONSULTANT'S invoicelstatement, and the parties agree to cooperate in good faith to promptly resolve any disputed invoice or claim of substandard work within forty-five (45) days of CONSULTANT's receipt of CITY's written notice of dispute. In the event CITY disputes any amounts invoiced by CONSULTANT in good faith, the undisputed amount shall be paid when due, and only disputed amounts shall be withheld pending resolution of the dispute. If payment of a disputed amount has already been made and later resolution of the dispute is in CITY's favor, a credit will be issued by CONSULTANT to CITY on the next invoice. 2.1 Maximum Contract Compensation Maximum compensation payable to CONSULTANT for all services rendered by CONSULTANT to CITY as described in this Agreement shall not exceed $921.213 unless an increase in maximum contract compensation shall be agreed to by the parties pursuant to duly executed amendment to this Agreement. a. Annual Compensation Cap - Compensation for each yearly period (January 1 through December 31) of services provided under this Agreement, including optional contract extension periods, shall be capped by CITYfiscal year period (July 1 through June 30) as set -forth in EXHIBIT D. b. Any Contracted Compensation Amount, Additional Contingency Amount, or Maximum Compensation Amount as set forth in EXHIBIT D, which is not expressed as a whole dollar value shall, for purposes of fixing the maximum compensation amount payable under this agreement, be rounded -up to the next highest whole dollar. Page 2 of 12 c. Provided however, that pursuant to a duly executed Change Order, mutually agreed to by the parties in accordance with Section 3-21 of this Agreement, the unspent contingency amount authorized for a preceding CITY fiscal year period may be carried forward by written order of the Executive Director of Finance and Management Services to cover expenses for work or services agreed to by the parties but exceeding the annual CITY fiscal year compensation amount cap initially specified for such subsequent period under the provisions of this section. 3. GENERAL PROVISIONS 3-1. Term of the Agreement: The initial term for the provision of services as set forth in Section 1 of this Agreement shall be for a period of four years and six months having commenced July 1, 2021 and expiring December 31, 2025, with two renewal options: the first for three (3) years commencing January 1, 2026 and expiring December 31, 2028; and the second for (1) year commencing January 1, 2029 and expiring December 31, 2029. Both extension options shall be exercisable in the sole discretion of the CITY, by writing executed by the City Manager and the City Attorney, if neither party has terminated said Agreement in accordance with Section 3-2. Any further extension of this Agreement shall be agreed to by the parties pursuant to duly executed amendment of this Agreement. 3-2. Termination: Either party shall have the right to terminate this Agreement in the event of a material breach by the other party. Any such termination may be made only by providing sixty (60) days written notice to the other party, specifically identifying the breach or breaches on which termination is based. Following receipt of such notice, the party in breach shall have thirty (30) days to cure such breach or breaches. In the event that such cure is not made, this Agreement shall terminate in accordance with the initial sixty (60) days' notice. Notwithstanding the foregoing, in the event CITY breaches the terms set forth in Appendix I (Software License Agreement) or Section 3-17 (Confidentiality) of this Agreement, CONSULTANT may immediately terminate this Agreement. CITY shall notify CONSULTANT within twenty-four (24) hours of CITY becoming aware of any breach (other than by CONSULTANT) of the terms and conditions of this Agreement, including, without limitation, any breach of the terms set forth in Appendix I or Section 3-17. In addition to the above, either party may terminate the Agreement at any time and for any reason by providing ninety -days (90) written notice to the otherparty; provided however, that if CONSULTANT has not breached the Agreement and has commenced services identified in EXHIBITS A, B, or C prior to the date of termination, CONSULTANT shall be entitled to payment as described in EXHIBITS B or C. 3-3. Effect of Termination: Notwithstanding non -renewal or termination of this Agreement, CITY shall be obligated to pay CONSULTANT for services performed through the effective date of termination for which CONSULTANT has not been previously paid. In addition, because the services performed by CONSULTANT prior to termination or non- renewal of this Agreement may result in the CITY's receipt of revenue after termination which are subject to CONSULTANTS' fee, the CITY shall remain obligated after termination or non -renewal to provide to CONSULTANT such information as is necessary for CONSULTANT to calculate compensation due as a result of the receipt of revenue by the CITY. Page 3 of 12 3-4. Independent Contractor: It is understood that CONSULTANT and its subcontractors, if any, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the CITY. CITY understands that CONSULTANT may perform similar services for others during the term of this Agreement and agrees that CONSULTANT representation of other government sector clients is not a conflict of interest. CONSULTANT shall obtain no rights to retirement benefits or other benefits which accrue to CITY's employees, and CONSULTANT hereby expressly waives any claim it may have to any such rights. 3-5. Subcontractors: CONSULTANT shall have the right to hire subcontractors to provide the services described herein. CONSULTANT, in rendering performance under this Agreement shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. CONSULTANT shall be solely responsible for and shall hold CITY harmless from any and all claims for any employee related fees and costs including without limitation employee insurance, employment taxes, workman's compensation, withholding taxes or income taxes. 3-6. Notice: Any notice required to be given under this Agreement shall be in writing and either served personally, sent prepaid first class mail, or by express mail courier (i.e. FedEx, UPS, etc.). Any such notice shall be addressed to the other party at the address set forth below. CONSULTANT invoice/billing statement notices to CITY shall be sent to CITY Primary Representative/Project Manager or designees. All notices, including invoice/billing statement notices and notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by regular mail, or the next day if sent by overnight delivery. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. If sent by email, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the delivery time stamp notated by the internet service provider, addressed as set forth above. For purposes of calculating these time frames, weekends, City Hall closure dates, federal, state, County or City holidays shall be excluded. If to CITY: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: City of Santa Ana Executive Director, Finance and Management Services Agency City of Santa Ana 20 Civic Center Plaza (M-17) Santa Ana, CA 92702 Phone: (714) 647-6960 Facsimile: (714) 647-5414 Page 4 of 12 If to CONSULTANT: Selectron Technology, Inc. Attn: Todd Johnston President 12323 SW 66th Avenue Portland, OR 97223 Facsimile: 503-443-2052 Representative or designees: CONSULTANT Primary Representative/Project Manager shall be: Todd Johnston, President, CEO 12323 SW 66th Avenue Portland, OR 97223 Phone: 503.597.3346 Facsimile: 503-443-2052 Email: tiohnston(aDselectron.com Representative or designees: CITY Primary Representative/Project Manager shall be: Willard Holt, Treasury and Customer Services Manager 20 Civic Center Plaza (M-15), Room 1105, Santa Ana, CA 92701 Phone: (714) 647-5456 Facsimile: 714-647-5304 Email: wholt(a�santa-ana.orq 3-7. Indemnit : CONSULTANT shall indemnify, defend, and hold harmless the CITY, its officers, agents, and employees, from and against any and all claims made by third parties for any and all liabilities and losses whatsoever (including damages to property and injuries to or death of persons, court costs, and reasonable attorneys' tees) to extent occurring or resulting from CONSULTANT'S negligent or unlawful (i) performance of its obligations under or (ii) breach of the terms of this Agreement, unless such claims, liabilities, or losses arise out of, or are caused at least in part by the sole negligence or willful misconduct of the CITY. "CONSULTANT'S performance" includes CONSULTANT'S action or inaction and the action or inaction of CONSULTANT'S officers, employees, agents and subcontractors. 3-8. Insurance: Priorto undertaking performance of work underthis Agreement, CONSULTANT shall maintain and shall require its Subcontractors, if any, to obtain and maintain insurance as described below: Commercial General Liability Insurance. CONSULTANT shall maintain commercial general liability insurance naming the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of CONSULTANT'S operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 peroccurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the CITY, its officers, employees, agents, and representatives as additional Page 5 of 12 insured(s); (b) be primary and not contributory with respect to insurance or self- insurance programs maintained by the CITY; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. Due to the nature of the services under this Agreement not contemplating use of owed autos, coverage for owned autos shall not be required. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, CONSULTANT, if CONSULTANT has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, CONSULTANT agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. Errors and omissions insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. Cyber/Technology liability insurance with a limit of not less than $1,000,000.00 per claim with $2,000,000 in the aggregate. f. The following requirements apply to the insurance to be provided by CONSULTANT pursuant to this section: I. CONSULTANT shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the CITY upon execution of this Agreement and shall be approved by the CITY. Ill. City of Santa Ana, its officers, employees, agents and representatives shall be Additional Insureds with respect to General Liability and Auto Liability Insurance is Primary and Non -Contributory. iv. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the CITY of cancellation with ten (10) days prior notice for non-payment of premium in accordance with policy provisions. V. CONSULTANT shall supply CITY with a fully executed additional insured endorsement. vi. Certificates of insurance endorsements shall show the CITY as a certificate holder as follows: City of Santa Ana Risk Management Division, 4th Floor 20 Civic Center Plaza Santa Ana, CA 92701 Page 6 of 12 vii. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. 3-9. Equal Opportunity to Draft: The parties have participated and had an equal opportunity to participate in the drafting of this Agreement. No ambiguity shall be construed against any party upon a claim that that party drafted the ambiguous language. 3-10. Assignment: This Agreement shall be binding upon and inure to the benefit of the parties, their successors, representatives and assigns. Neither party shall assign this Agreement, or delegate its duties or obligations under this Agreement, without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, CONSULTANT may assign this Agreement, in whole or in part, without the consent of CITY to any corporation or entity into which or with which CONSULTANT has merged or consolidated; any parent, subsidiary, successor or affiliated corporation of CONSULTANT; or any corporation or entity which acquires all or substantially all of the assets of CONSULTANT. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their successors or assigns. 3-11. Ownership of Documents: Except for any and all CITY -owned data contained therein, any and all documents, including draft documents where completed documents are unavailable, or materials prepared or caused to be prepared by CONSULTANT pursuant to this agreement shall be the property of the CONSULTANT at the moment of their completed preparation, ownership of the same shall vest exclusively in CONSULTANT or its subcontractors. Provided, however, that this Agreement and all exhibits and appendices hereto, together with any Change Orders entered into hereunder shall be deemed public documents. 3-12. Intellectual Property Rights: The entire right, title and interest in and to CONSULTANT's database and all copyrights, patents, trade secrets, trademarks, trade names, and all other intellectual property rights associated with any and all ideas, concepts, techniques, inventions, processes, or works of authorship including, but not limited to, all materials in written or other tangible form developed or created in the course of this Agreement (collectively, the "Work Product") shall vest exclusively in CONSULTANT or its subcontractors. The foregoing notwithstanding, in no event shall any CITY -owned data provided to CONSULTANT be deemed included within the Work Product, except that CONSULTANT may (i) during the term of this Agreement, remotely access data stored in CITY's environment, including CITY -owned data that has been de -identified and anonymized and combined with data about other individuals and transactions in aggregate form, for the purposes of generating reports, information, data, and statistics about a group of individuals, organizations, or transactions that cannot be used to identify CITY or a particular individual, (collectively, "Aggregate Data"), and (ii) during and afterthe term of this Agreement, retain, use, publish, and otherwise disclose without restriction such Aggregate Data so long as the Aggregate Data is not and cannot be re -identified or otherwise disclosed in any form in which it could be used to identify CITY or any particular individual(s). 3-13. Discrimination: CONSULTANT shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, Page 7 of 12 promotion, termination or other employment related activities. CONSULTANT affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 3-14. Jurisdiction — Venue: This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 3-15. Professional Licenses: CONSULTANT shall, throughout the term of this Agreement, maintain all necessary licenses, permits; approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the CITY of Santa Ana and all other governmental agencies. CONSULTANT shall notify the CITY immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of thisAgreement. 3-16. Public Release and Statements: Neither party or its representatives or agents shall disseminate any oral or written advertisement, endorsement or other marketing material relating to each other's activities under this Agreement without the prior written approval of the other party, which shall not be unreasonably withheld. Neither party shall make any public release or statement concerning the subject matter of this Agreement without the express written consent and approval of the other party. No party or its agent will use the name, mark or logo of the other party in any advertisement or printed solicitation without first having prior written approval of the other party. Notwithstanding the foregoing, without seeking prior approval in each instance, CONSULTANT shall have the right to use CITY's name as a customer reference, and to use CITY'S trade name on CONSULTANT customer lists. The parties shall take reasonable efforts to ensure that its subcontractors shall not disseminate any oral or written advertisement, endorsement or other marketing materials referencing or relating to the other party without that party's prior written approval. In addition, the parties agree that their contracts with all subcontractors will include appropriate provisions to ensure compliance with the restrictions of this Section. 3-17. Confidentialitv. During the term of this Agreement and after the termination of this Agreement, the parties will take all steps reasonably necessary to hold the other party's Confidential Information in confidence, will not use the disclosing party's Confidential Information in any manner or for any purpose not expressly set forth in this Agreement, and will not disclose any such Confidential Information to any third party without the disclosing party's express prior written consent; provided, however, that each party (the "receiving party") may disclose Confidential Information of the other party (the "disclosing party") (a) to such receiving party's employees, directors, officers, contractors, and agents (collectively, "Representatives") who have a need to know such information and who have been advised of and have agreed to comply with the confidentiality restrictions contained in this Section 3-17 and (b) to such third parties as are authorized or directed by the disclosing party in writing. Each party shall be responsible and liable for the actions and omissions of its Representatives. "Confidential Information" shall include all nonpublic information, including but not limited to a disclosing party's: trade secrets, inventions, ideas, processes, formulas, source and object codes, data, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; information regarding its plans for research, development, new Page 8 of 12 products, marketing and selling, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; information regarding the skills and compensation of employees, and other information about or belonging to such disclosing party that the receiving party should reasonably know, due to the nature of the information or the circumstances surrounding its disclosure, is regarded by the disclosing party as confidential. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the receiving party disclosed in a publicly available source; (c) is in rightful possession of the receiving party without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the receiving party without reference to information disclosed by the disclosing party. 3-18. Force Maieure: CONSULTANT shall not be in default of its obligations hereunder to the extent that its performance is delayed or prevented by causes beyond its control, including but not limited to acts of God, government, weather, pandemic or epidemic, fire, power or telecommunications failures, inability to obtain supplies, breakdown of equipment or interruption in vendor services or communications. 3-19. Litigation Fees. If litigation between the parties arises out of this Agreement for the performance thereof, then the court shall award costs and expenses, including reasonable attorney's fees, to the prevailing party. In awarding attorney's fees, the court shall not be bound by any court fee schedule but shall award the full amount of costs, expenses and attorney's fees paid or incurred in good faith. 3.20. Entire Agreement: This Agreement, including any exhibits and appendices referenced herein and attached hereto, constitutes the entire agreement between the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter contained herein. Said Agreement shall not be amended, altered, or changed, except by a written amendment signed by both parties unless a Change Order Contingency is mutually agreed to by the parties. 3-21. Change Order Contingency: from time -to -time, CITY may request optional services of CONSULTANT at mutually agreed upon scope and fees. 3-21.1 Change Order No extra work may be undertaken unless a written "Change Order" is first given by the Contract Officer or his/her designee, to CONSULTANT, incorporating therein any material change in the scope, fees and/or administration of this Agreement proposed by CITY. 3-21.2 Additional Work or Services (a) Extra Work or Services CITY shall have the right at any time during the performance of the work or services set forth in this Agreement, without invalidating said Agreement or any amendments thereto, to elect to exercise any existing option specified in the Scope of Page 9 of 12 Services for extra work or services or to order extra work or services pursuant to a duly executed Change Order or to expend previously appropriated but unspent contingency funds authorized to be carried forward by the Executive Director of Finance and Management Services to cover expenses for work or services agreed to by the parties but exceeding any annual CITY fiscal year compensation amount cap initially specified under the Compensation provisions of this Agreement or thereby make changes by altering, adding to or deducting from said work or services. (b) Maximum Contract Compensation Cap Net total compensation to CONSULTANT shall not, as the result of any Change Order, exceed the maximum contract compensation amount set forth under Section 2- 1 of this Agreement, unless an increase in maximum contract compensation is agreed to by the parties pursuant to a duly executed amendment of this Agreement. 3-21.3 Coordination of Work or Services (a) Representative of CONSULTANT The following officer of CONSULTANT is hereby designated as being the representative of CONSULTANT authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Selectron Technology, Inc. Aulyn Avelino Representative Senior Account Manager It is expressly understood that the experience, knowledge, capability and reputation of the foregoing officer & representative is a substantial inducementfor CITY to enter into this Agreement. Therefore, the foregoing representative shall be responsible during the term of this Agreement for directing all activities of CONSULTANT and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing officer &representative may not be replaced nor may their responsibilities be substantially reduced by CONSULTANT without the express written approval of CITY. 3-21.4 Contract Officer The Contract Officer shall be the person designated hereunder by CITY. It shall be CONSULTANT's responsibility to assure that CITY's Contract Officer is kept informed of the progress of the performance of the consulting services set forth in this Agreement and CONSULTANT shall refer any decisions which must be made by CITY to the Contract Officer. The Contract Officer shall have authority to enter into Change Orders with CONSULTANT pursuant to this Agreement. The Contract Officer shall have authority to sign all documents on behalf of CITY required hereunder to carry out the terms of this Agreement. Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval of the Contract Officer. City of Santa Ana Kristine Ridge, City Manager Contract Officer or designee 3-22. Invalidity: If any one or more of the provisions contained in this Agreement shall for any Page 10 of 12 reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 3-23. Implementation: Implementation of services should begin as soon as possible from the Effective Date for the performance of services under the terms of this Agreement. 3-24. Counterpart Signature and Delivery: This Agreement must be signed below and maybe signed in separate counterparts including facsimile copies and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Each counterpart (including facsimile copies) is deemed an original and all counterparts are deemed on and the same instrument and legally binding on the parties. Any subsequent amendments to this Agreement may be signed and delivered in the same manner. 3-25. Miscellaneous Provisions: a. CONSULTANT shall perform all services with the necessary knowledge and skills required to perform the tasks. CONSULTANT or personnel of CONSULTANT engaged in the performance of such services shall not represent themselves to be, nor shall they be deemed to be, employees of CITY for any purpose whatsoever. CITY agrees that its employees will cooperate with and assist representatives of CONSULTANT in every reasonable way to enable CONSULTANT to secure all information and data required to perform the services herein provided for. CONSULTANT shall have no liability for defects in the services attributable to CONSULTANT's reliance upon or use of data, design criteria, drawings, specifications, or other information furnished by CITY or third parties retained by CITY. b. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or iswithdrawn. c. All exhibits and appendices referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. Provided however, that in the event that any provision of any exhibit or appendix is in direct conflict with the provisions of this Agreement then the terms of this Agreement will prevail solely with respect to any such directly conflicting provisions, or portions thereof. {Signatures on following page} Page 11 of 12 A-2021-167 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: l! AC aisy Gomez ark of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By. Ryan Ho e Assistant ity ttorney RECOMMENDED FOR APPROVAL: Kathryn Downs, CPA Executive Director Finance and Management Services Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT Selectron Technology, Inc. Todd 1oh 4ston President Page 12 of 12 EXHIBIT A Selectron V O 1 C E- W E B- M O B I L E Statement of Work Santa Ana, CA Relay Utilities 1. Overview........................................................................................................................ 2 1.1. Revision History ............................................................................................................................2 2. Functionality.................................................................................................................. 3 2.1. The Relay Platform........................................................................................................................3 2.2. Utility Pack....................................................................................................................................3 2.3. Payment Processing......................................................................................................................4 2.4. Languages......................................................................................................................................5 2.5. Speech Recognition. ......................................... ............................................................................ 5 3. System Integration......................................................................................................... 6 3.1. Application Database Interfaces...................................................................................................6 3.2. Payment Gateway Interfaces........................................................................................................6 4. Deployment Model......................................................................................................... 6 S. Administrative Tasks....................................................................................................... 7 5.1. Run System Reports......................................................................................................................7 5.2. Configure Transfer Rules...............................................................................................................7 5.3. Set Office Hours and Holidays.......................................................................................................7 5.4. Append an Optional Message.......................................................................................................7 6. Responsibilities.............................................................................................................. 8 6.1. Selectron Technologies, Inc..........................................................................................................8 6.2. Santa Ana, CA................................................................................................................................ 9 ®Selectron V 0 1 C E W E a M 0 9 I L 1. Overview This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc. (Selectron) to Santa Ana, CA (Santa Ana or Customer). The features, functionality, and services are provided through Selectron Technologies' Relay communication platform (Relay). 1.1. Revision History Version # Details Date 1.0 Initial Release 10/09/2014 1.1 Updates to 2.4 City Attorney 10/13/2014 based on Customer feedback 1.2 Removed Cancelled/Un- 7/01/2021 implemented functionality May 13, 2021 Page 2 of 11 ®Selectron V O 1 C E W E B- M O B I L. 2. Functionality This section details the functionality of each application included in Relay. All functions and features are dependent upon the accessibility of the Santa Ana's S&S EnQuesta application database to provide the given Utility data to Relay. 2.1. The Relay Platform Santa Ana's solution will run on Selectron's Relay platform. Relay is a multi -channel, multi -agency platform that is designed to connect customers, constituents, and field workers to government agencies and utilities. Relay offers interactive voice response (IVR), web, mobile, outbound, call center agent, and field worker capabilities all in a single platform. The following sections detail the functionality that will be implemented for Santa Ana. Additional channels, applications, and integrations that are not specified in this SOW are not included, but may be able to be added to the system under a supplemental statement of work. Please contact your Selectron representative for more details for additional functionality. 2.1.1. Application Packs and Channels Santa Ana's solution includes the following application pack and channels: • Application packs: o Utility Pack • Channels: o IVR 2.2. Utility Pack Santa Ana will be configured with the Utility Pack. The Utility Pack offers Santa Ana's customers with a central point of access for account management and payments. Citizens will be able to enter an account number or phone number and access account data and activities, including: • Current balance owed • Last billing date and amount (up to last 6) • Last payment date and amount (up to last 6) • Next billing date • Payment Processing — Credit Card and E-Check • Partial Payments Acceptance (if desired) All account information is made available through an API to the S&S EnQuesta application database. For any of the features detailed below to function as described, data must be available in this database to be presented to users. May 13, 2021 Page 3 of 11 ®Selectron V O 1 C E W E B� M O B I L E 2.2.1. IVR Channel The IVR Channel for the Utility Pack provides callers with an Interactive Voice Response (IVR) system for accessing account information and making payments over the phone. Citizens can call the Utility IVR channel in order to hear account information and to make a payment. Citizens will validate their account using an account or phone number and PIN. The IVR validates this data against the S&S EnQuesta application database. Once the account is validated, the IVR will speak the current balance owed and due date. The total amount due includes an aggregate of all current and delinquent amounts owed. The caller will then be given the option of making a payment. If no payment is due, then the IVR will speak that there is currently no payment due. Using the IVR, callers will also be able to hear other account information as listed under Utility Pack, above. Callers will also be able to transfer to an agent. If a caller requests a transfer, the IVR performs a hook -flash transfer to a number specified by Santa Ana. 2.3. Payment Processing The Relay solution is configured to accept credit card and a -check payments, allowing customers to make payments against their account. The payment processing engine is a PA-DSS-Verified payment system that does not retain any payment information. Users will need to enter their payment information for each transaction. The Relay payment application interacts with Santa Ana's Invoice Cloud payment gateway to provide payment functionality. Users will need to authenticate and provide valid payment information in order to make a payment. Relay validates the user's payment information before passing it to the payment gateway. When a payment is reported to the IVR as successful, the IVR will post an update to Santa Ana's S&S EnQuesta application database in real time (only if an API for such an update is available). Santa Ana will be able to take payments from citizens via the following payment methods: • Credit Card • E-Check 2.3.1. Credit Card The interactive solution accepts Visa®, MasterCard®, Discover®, and American Express®. Santa Ana can elect to accept all or a subset of these card types. Any credit card types not accepted by Santa Ana will not be accepted by the solution. When taking a payment, Relay verifies the credit card number and expiration date. For more security, Santa Ana can choose to verify the card holder's zip code and/or security code. All credit card transactions are sent through the Invoice Cloud payment gateway. May 13, 2021 Page 4 of 11 ®Selectron V O I C E - W E B M O B I L E 2.3.2. E-Check Users wishing to pay via E-Check will need to enter their bank routing number, bank account number, bank account type, payment amount, and driver's license number. All E-Check transactions are sent through the designated payment gateway. 2.4. Languages The Customer's Relay application will be configured to support English and the following other language(s): 2.4.1. Spanish Language The Spanish Language module enables the solution to support Spanish language users. Additionally, all dates, numbers, ordinals, currencies, and letters are translated (and voice recorded) to the proper language. The professionally -recorded Spanish prompts use a vocabulary and dialect predetermined by Selectron. Additions and changes to the prompts to account for regional differences are subject to time and materials billing. 2.4.2. Vietnamese Language The Vietnamese Language module enables the solution to support Vietnamese language users. Additionally, all dates, numbers, ordinals, currencies, and letters are translated (and voice recorded) to the proper language. The professionally -recorded Vietnamese prompts use a vocabulary and dialect predetermined by Selectron. Additions and changes to the prompts to account for regional differences are subject to time and materials billing. 2.5. Speech Recognition This module allows callers to select menu choices and enter data by speaking key words and numbers when prompted by the system. If the information is complex, the Relay IVR repeats the information and asks if correction is needed. When the system cannot understand a spoken phrase or word, it will ask the caller to use the keypad for entry. In the event that the caller is having trouble using speech recognition or the speech recognition service is unavailable, the option of using DTMF will always be available as an alternative method of interaction with the IVR. Speech recognition functionality will be available in English and Spanish. Vietnamese language speech recognition is not supported. May 13, 2021 Page 5 of 11 ®Selectron V O I C E W E B M O B I L d. 3. System Integration Depending on the implemented features, Relay requires varying levels of integration with other Santa Ana components. These are described in the following sections. 3.1. Application Database Interfaces It is anticipated that Selectron will be integrating with Santa Ana's S&S EnQuesta (Utility) application database. All data -based interactivity on the solution is reliant upon data being available via the API. Selectron typically integrates to the application database in the following manner: • Authenticate user credentials input to access account data • Read account information (see Application Pack descriptions for account data being queried) • Post payment reconciliation data (amount paid, date/time, associated with account) 3.2. Payment Gateway Interfaces The payment processing service is PA-DSS Verified. Integration to the Invoice Cloud payment gateway initiates the collection and reconciliation of the payments being gathered by the department. The following payment processing fees and services are not covered by the purchase of the application: • Transaction fees • Merchant accounts • Third -party payment processing services, fees, and software 4. Deployment Model This implementation of Relay will be deployed on premise at Santa Ana. Selectron will be providing the following to support the Relay solution: three (3) virtual VMWare IVR servers: one each for Production, Testing and Speech recognition. For virtual or physical servers, Relay requires these minimum specifications: • Quad -Core Intel Processor • 16G RAM • Windows Server2016 • ESXi 6.5 (or above) If the customer is providing SQL, you must provide: • Microsoft SQL Server 2008 or 2012 Santa Ana's solution is licensed for: May 13, 2021 Page 6 of 11 ®Selectron VOICE • WEE M O 6 1 1 L • Eight (8) inbound VolP/SIP IVR ports allowing for up to eight concurrent calls • Speech recognition in English and Spanish 5. Administrative Tasks This section details administrative tasks that can be performed in order to manage Relay. All system administration for Relay is handled through the Relay Portal web application. Santa Ana will be provided with a single set of user credentials for the Relay Portal application during the implementation process. Additional users can be created by the Santa Ana's System Administrator as needed. The Relay Portal provides Santa Ana administrators with a single platform for viewing system usage and health, running reports, and configuring various system settings. 5.1. Run System Reports Relay features extensive channel logging. Santa Ana administrators will be able to run system reports via the Relay Portal. Reports that can be run by the administrator include: • System Usage (overall (by channel), by port (for IVR), or by hour) • System Statistics • Call Activity Details • Actions • Payments 5.2. Configure Transfer Rules Operator transfer settings (such as destination numbers and times) can be managed using the Relay Portal. 5.3. Set Office Hours and Holidays Relay will check against the defined office hours and holidays schedule to determine the correct action when transferring calls. Administration of office hours and holidays can be accomplished through the Relay Portal. SA Append an Optional Message Optional messages are configurable voice messages that can be enabled on the IVR. Example messages can be used to inform callers of changes in office hours or upcoming holidays. The Santa Ana system administrator is responsible for recording the optional greeting by calling the IVR and accessing the hidden administrative menu. May 13, 2021 Page 7 of 11 ®Selectron V O I C L - WEB M O B I L E 6. Responsibilities 6.1. Selectron Technologies, Inc. This section outlines Selectron Technologies' responsibilities regarding service initiation and operation. 6.1.1. Provide Project Management Selectron Technologies assigns a Project Manager to the service initiation. The Project Manager is the Customers primary contact at Selectron Technologies and coordinates all necessary communication and resources. 6.1.2. Provide Documentation The Project Manager provides the Customer with the following documents to help facilitate the service initiation process: • Implementation Questionnaire- gathers critical information needed to setup and initiate the service. This includes information on the toll free numbers call volume, APIs, account validation information, and the types of payments being gathered. • Remote Access Questionnaire- details information needed by Selectron Technologies to remotely access the Customer's network and application database, prior to system initiation, to allow for complete system testing. • Implementation Timetable- details project schedule and details all project milestones. • Quality Assurance Test Plan- assists the Customer in determining that the interactive solution is functioning as specified in the Contract. • Service Acceptance Sign -off Form- indicates that the Customer has verified service functionality. 6.1.3. Develop Channel Design The Project Manager works with the Customer to develop and complete the following portions of channel design: • IVR call flow design Software development cannot begin until these design elements are completed and approved by the Customer. 6.1.4. Perform Quality Assurance Testing Selectron Technologies thoroughly tests all applications and integration points prior to initiation, ensuring system functionality. This includes data read from and written to the application database and the general ability for a customer to successfully access live data and complete a transaction. May 13, 2021 Page 8 of 11 ®Selectron V O I C E V1 E B M D H 1 L E 6.1.5. Provide Installation and Administrative Training For an on premise solution, Selectron will provide two days of onsite installation and training for Santa Ana's Relay solution. 6.1.6. Provide Marketing Materials Selectron Technologies provides marketing collateral that the Customer can use to promote the interactive solution to citizens. Marketing collateral includes a poster, tri- fold brochure, and business card; standard templates for each item are used. Collateral is provided to the Customer in PDF format (original Adobe InDesign files are provided upon request). Marketing collateral will be provided for each department included in this project. Selectron Technologies' Project Manager will assist in gathering the correct information to be displayed on the marketing collateral. Information displayed includes the following: • Toll free phone number(s) • Web addresses • Department logo (preferably in EPS format) • Department address • A description of functionality • Additional contact/informational phone numbers • Samples: where to find account/ permit/ case numbers, etc. Any changes to the collateral that do not include the items listed above (e.g., design changes to the template) are billed on a time and materials basis. Any changes to the marketing materials after final delivery are also billed on a time and materials basis. 6.1.7. Interface Upgrades After service initiation, Santa Ana's SO EnQuesta database application may release new updates to their application or its interface. Upgrading the Relay interface to be compatible with any Santa Ana application database (or other application database software) may require professional services outside the scope of this service. 6.2. Santa Ana, CA This section outlines the Customer's service initiation and maintenance requirements and responsibilities. 6.2.1. Return Questionnaires and Information Selectron Technologies' Project Manager provides Santa Ana with an implementation questionnaire. The implementation questionnaire must be returned prior to developing the call flow design and the implementation timetable. May 13, 2021 Page 9 of 11 ®Selectron V 0 1 C E' WEB M 0 8 1 E E 6.2.2. Provide Customer Specific Information The following information should be supplied to Selectron Technologies, in conjunction with the Implementation Questionnaire, to help create a precisely integrated product. For further clarification on the format and detail of the following data, refer to the Implementation Questionnaire or contact your Selectron Technologies' Project Manager. • Street names • Observed holidays • Extensions used for transfer functions • Utility account numbering scheme • Validations used for receiving payment on a utility bill 6.2.3. Approve Channel Configuration The Customer is responsible for approving the application design developed by Selectron Technologies' Project Manager. This includes reviewing: • Call flow for the IVR solution Once the channel design(s) have been approved, software development begins. 6.2.4. Provide Remote Network Access to Application Database(s) In order to fully test the interactive solution, Selectron Technologies requires access to Santa Ana's application database(s) prior to installation. Selectron Technologies' Project Manager provides a Remote Access Questionnaire to help Santa Ana identify the necessary requirements. If remote access is not granted, the Customer should inform the Project Manager immediately. While system installation can be successful without prior access to the utility database, additional, post -installation development and testing time will be necessary, delaying system activation by 1-2 weeks. 6.2.5. Provide System Access Selectron Technologies requires access to the Customer's network and database/ system. Changing or deleting access accounts could lead to disruption in service for the interactive solution and/or Selectron Technologies' ability to provide timely support. Please notify Selectron Technologies immediately if the accounts for the Application database, payment gateway or network are modified. Santa Ana is responsible for providing Selectron with appropriate application database and payment gateway network access as defined in the System Integration section. 6.2.6. Confirm Service Functionality Santa Ana, CA has 45-60 calendar days after service initiation to verify the functionality of the interactive solutions. Within the system acceptance period the Customer should test system functionality using the provided Quality Assurance Test Plan. Additionally, May 13, 2021 Page 10 of 11 ® Selectron V O I Selectron W E B' MOB 1 L- the System Acceptance Sign -off form must be sent to Selectron Technologies' Project Manager within this period. 6.2.7. Contact Customer Support Anytime the Customer requests a significant change to their Selectron interactive solution, an authorized contact from the agency must provide acknowledgement to Selectron's Customer Support Department. A significant change is a modification that will A) change system behavior, B) allow users to change the system, or C) allow access to protected data. May 13, 2021 Page 11 of 11 Selectron TECHNOLOGIES, INC Statement of Work Santa Ana, CA Relay Permits, Dog Licensing, Business Licensing 1. Overview........................................................................................................................ 2 1.1. Revision History ............................................................................................................................2 2. Functionality.................................................................................................................. 3 2A. The Relay Platform........................................................................................................................3 2.2. Permits Pack..................................................................................................................................3 2.3. Dog Licensing................................................................................................................................4 2.4. Business Licensing.........................................................................................................................5 2.5. Relay Outbound............................................................................................................................6 2.6. Payment Processing......................................................................................................................7 2.7. Languages......................................................................................................................................8 3. System Integration.........................................................................................................8 3.1. Application Database Interfaces...................................................................................................8 3.2. Payment Gateway Interfaces........................................................................................................9 4. Deployment Model......................................................................................................... 9 5. Administrative Tasks..................................................................................................... 30 5.1. Run System Reports....................................................................................................................10 5.2. Schedule Outbound Campaigns..................................................................................................10 6. Responsibilities............................................................................................................ 30 6.1. Selectron Technologies, Inc........................................................................................................10 6.2. Santa Ana, CA..............................................................................................................................12 ESelectron TECHNOLOGIES, INC 1. Overview This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc. (Selectron) to Santa Ana, CA (Santa Ana or Customer). The features, functionality, and services are provided through Selectron Technologies' Relay communication platform (Relay). 1.1. Revision History 1.0 1 Initial Release Trusted Solutions. May 13, 2021 Page 2 of 14 Real Value. ESelectron T E C H NO L O G I E S, INC 2. Functionality This section details the functionality of each application included in Relay. All functions and features are dependent upon the accessibility of Santa Ana's relevant Application Databases to provide the relevant data to Relay for each IVR application. A Standard Application Database is defined as an Application Database that exposes the needed data and transaction business rules via an Application Programming Interface (API). The City of Santa Ana is responsible for contacting the Application Database vendors for API availability/pricing. All functionality listed in this Statement of Work is contingent on the accessibility of the data and business logic from the application database via an API. 2.1. The Relay Platform Santa Ana's solution is powered by Selectron's Relay platform. Relay is a multi -channel, multi -agency platform that is designed to connect customers, constituents, and field workers to government agencies and utilities. Relay offers interactive voice response (IVR), web, mobile, outbound, call center agent, and field worker capabilities all in a single platform. The following sections detail the functionality that will be implemented for Santa Ana. Additional channels, applications, and integrations that are not specified in this SOW are not included, but may be able to be added to the system under a supplemental statement of work. Please contact your Selectron representative for more details for additional functionality. 2.1.1. Application Packs and Channels Santa Ana's solution includes the following application pack and channels: • Application packs: o Permits Pack o Dog Licensing Application o Business Licensing Application • Channels: o IVR o Outbound 2.2. Permits Pack Santa Ana will be configured with the Relay Permits Pack. The Permits Pack offers Santa Ana's customers with a central point of access for permit information and services. Callers will be able to enter a permit number and perform the following actions: • Contractor Menu Access inspection results Permit based messaging Trusted Solutions. May 13, 2021 Page 3 of 14 Real Value. r.`." Selectron 5:3 TECHNOLOGIES, INC o Schedule/reschedule inspections o Cancel inspections o Hear site address for the permit o Hear current permit fees owed o Payment Processing — Credit Card and E-Check o Partial Payments Acceptance (if desired) • Inspector Menu o Post inspection results o Post correction codes o Leave Message for contractor • Payments All permit, inspection, and/or code information must be made available through an API to the Permitting application database. For any of the features detailed herein to function as described, data must be available in this database to be presented to users. 2.2.1. IVR Channel The IVR Channel for the Permits Pack provides callers with an Interactive Voice Response (IVR) system for accessing and posting permit information. The IVR offers functionality in the form of a Contractor Menu and an Inspector Menu. Using the Contractor Menu, a contractor can enter a permit number to access permit information and functions. Upon entering a valid permit number, the user can schedule, reschedule, and/or cancel inspections. After an inspection has been scheduled/ rescheduled/canceled, the caller will receive a confirmation number. Additionally, contractors can use the IVR to access inspection results, including any associated correction codes and descriptions. Finally, the contractor can access messages left for them by an inspector, or leave a message for an inspector. Using the Inspector Menu, accessible via a hidden main menu option, an inspector can enter a permit number to post inspection results via the IVR. When posting results, the caller will need to enter a valid Inspector PIN number (or some other validation number to be determined during implementation). The PIN can be determined by Santa Ana, but must be validated by the Permitting database. When posting results, inspectors can add correction codes as well as leave a message for the contractor. If desired, callers can be given the option to transfer to an agent. If a caller requests a transfer, the Relay IVR performs a transfer to a number specified by Santa Ana. 2.3. Dog Licensing Santa Ana will be configured with a custom application for Dog Licensing. The Dog Licensing application offers Santa Ana's customers with a central point of access for Trusted Solutions. May 13, 2021 Page 4 of 14 Real Value. Selectron , TECHNOLOGIES. INC license management and payments. Citizens will be able to enter a license number and access data and activities, including: • License Validation • Renewal Timeframe & Due Date • Discount Validation • Rabies Expiration • Payment Processing — Credit Card and E-Check • Partial Payments Acceptance (if desired) All information must be made available through an API to the Dog Licensing application database. For any of the features detailed herein to function as described, data must be available in this database (via API) to be presented to users. 2.3.1. IVR Channel The IVR Channel for the Dog Licensing application provides callers with an Interactive Voice Response (IVR) system for accessing license information and making payments over the phone. Citizens can call the Dog Licensing IVR channel in order to hear license information and to make a payment. Citizens will need to enter a valid license number in order to perform various activities via the IVR. The IVR validates this data against the Dog Licensing database. Once the license is validated, the IVR will speak the renewal tmeframe and due date, as well as an amount due (if any exists). The caller will then be given the option of making a payment. Using the IVR, callers will also be able to access other license information/functions as listed under Dog Licensing, above. Callers will also be able to transfer to an agent. 2.4. Business Licensing Santa Ana will be configured with a custom application for Business Licensing. The Business Licensing application offers Santa Ana's customers with a central point of access for license management and payments. Citizens will be able to enter a license number and access data and activities, including: • License Validation • Business License Information including Fees, Due Dates, etc. • Payment Processing— Credit Card and E-Check • Partial Payments Acceptance (if desired) Trusted Solutions. May 13, 2021 Page 5 of 14 Real Value. .�� Selectron s+.: RMd TECHNOLOGIES, INC All information must be made available through an API to the Business Licensing application database. For any of the features detailed herein to function as described, data must be available in this database (via API) to be presented to users. 2.4.1. IVR Channel The IVR Channel for the Business Licensing application provides callers with an Interactive Voice Response (IVR) system for accessing license information and making payments over the phone. Citizens can call the Business Licensing IVR channel in order to hear license information and to make a payment. Citizens will need to enter a valid license number in order to perform various activities via the IVR. The IVR validates this data against the Business License Application database. Once the license is validated, the caller will be given access to the above -listed information, and the option of making a payment. Callers will also be able to transfer to an agent. 2.5. Relay Outbound Relay Outbound provides Santa Ana with a multi -channel outbound communication platform capable of sending voice, SMS, and email messages to citizens. Messages can be configured to include dynamic account data designed to be sent to specific recipients, or can be designed as 'general information' messages without customer - specific data. These outbound messages can be designed and configured by Santa Ana staff using the Relay Portal. Customer -configured voice messages will be spoken to message recipients using computerized text -to -speech. In addition to the above customer -configured messages, Selectron will design one message template to be defined during the implementation process. The Selectron- created template will use professional voice recording forvoice messages as opposed to computerized text -to -speech. Because the City's Relay Utility IVR is on -premise and Relay Outbound will be hosted/managed by Selectron, only blind transfers (from Hosted Relay Outbound to On - Premise Relay IVRs) are supported. 2.5.1. Customer -Built Templates Santa Ana will be able to define and send notifications to citizens via phone, email, or SMS text with dynamic data elements. Data for these templates will be supplied via flat file and do not directly integrate with the customers application database. Selectron will work with the agency to provide an FTP site where flat files can be uploaded and made available for outbound campaigns. Santa Ana is responsible for defining and configuring these campaigns, which can be done via the Relay Portal. Training for Trusted Solutions. May 13, 2021 Page 6 of 14 Real Value. IN Selectron TECHNOLOGIES, INC configuring and recording static notifications will be provided at the end of the implementation process. 2.6. Payment Processing The Relay solution will be configured to accept credit card and a -check payments, allowing citizens to make payments. The payment processing engine is a PA-DSS- Verified payment system that does not retain any payment information. Users will need to enter their payment information for each transaction. Payments against permits are often limited depending on the relevant application database(s). Please contact your application database vendor(s) for more information on posting payments against permits. Typically, depending on the application database vendor, Selectron can provide one of the following payment methodologies: • Discrete amount due • Amount due but user can make a payment in any amount • Take a payment in any amount; payment is not posted to database. Instead, we provide a payment report for manual reconciliation Depending on the functionality available with each application database, Selectron will implement payments against permits in one of the above methods. The Relay payment application interacts with Santa Ana's Invoice Cloud payment gateway to provide payment functionality. Users will need to authenticate and provide valid payment information in order to make a payment. Relay validates the user's payment information before passing it to the payment gateway. For permitting, when a payment is reported to Relay as successful, the payment information will be recorded in a flat file and made available to Santa Ana administrators for reconciliation. Santa Ana will be able to take payments from citizens via the following payment methods: • Credit Card • E-Check 2.6.1. Credit Card The interactive solution accepts Visa®, MasterCard®, Discover®, and American Express®. Santa Ana can elect to accept all or a subset of these card types. Any credit card types not accepted by Santa Ana will not be accepted by the solution. When taking a payment, Relay verifies the credit card number and expiration date. For more security, Santa Ana can choose to verify the card holder's zip code and/or security code. All credit card transactions are sent through the designated payment gateway. Trusted Solutions. May 13, 2021 Page 7 of 14 Real Value. Selectron TECHNOLOGIES, INC 2.6.2. E-Check Users wishing to pay via E-Check will need to enter their bank routing number and bank account number. All E-Check transactions are sent through the designated payment gateway. 2.7. Languages The Customer's Relay application will be configured to support English and the following other language(s): • Spanish • Vietnamese The additional language module(s) enables the solution to support non -English -language users. Additionally, all dates, numbers, ordinals, currencies, and letters are translated (and professionally voice recorded) to the proper language. The professionally -recorded prompts use a vocabulary and dialed predetermined by Selectron. Additions and changes to the prompts to account for regional differences are subject to time and materials billing. Santa Ana will be able to define a transfer destination for each language available on the IVR. 3. System Integration Depending on the implemented features, Relay requires varying levels of integration with other Santa Ana components. These are described in the following sections. 3.1. Application Database Interfaces It is anticipated that Selectron will be integrating with Santa Ana's application database(s) for Permitting, Dog Licensing, and Business Licensing. All data -based interactivity on the solution is reliant upon data being available via the application vendor APIs. The City of Santa Ana is responsible for contacting the application database vendors for API availability and pricing. During the implementation phase, if data elements are identified as necessary but are not available via the above -described APIs, the project will be impacted. This may affect the implementation timeframe and may potentially result in additional professional services fees. Trusted Solutions. May 13, 2021 Page 8 of 14 Real Value. ESelectron TECHNOLOGIES, INC 3.2. Payment Gateway Interfaces For payment processing, Relay will be integrating to Invoice Cloud. The payment processing service is PA-DSS validated. Integration to the payment gateway initiates the collection and reconciliation of the payments being gathered by the department. It is required that the payment gateway integrates utilizing a REST/Web Service implementation. The following payment processing fees and services are not covered by the purchase of the application: • Transaction fees • Merchant accounts • Third -party payment processing services, fees, and software 4. Deployment Model This implementation of Relay will utilize a mixed deployment. The Permitting, Dog Licensing, and Business Licensing IVR applications will each be deployed on a new virtual server on premise in Santa Ana's VMWare environment. Santa Ana must provide a Windows OS license for each new virtual server. Relay requires the following minimum specifications: • Quad -Core Intel Processor • 16gb RAM • Windows Server 2016 • ESM v6.5 (or above) If the customer is providing SQL: • Microsoft SQL Server 2012 or 2016 Santa Ana's IVR solutions are licensed for: • Four (4) inbound IVR ports allowing for up to four concurrent calls. Santa Ana is responsible for providing either analog phone lines or VOIP SIP trunks to support the 4 licensed ports The Relay Outbound solution will be deployed in Selectron's single -tenant Relay Managed Services environment. Relay Managed Services is a single -tenant hosted application, located in Selectron's local hosting facility. Selectron's hosting facility is a co -located data center featuring keyed entry and individual server locks for security. With a Managed Services solution, Selectron owns all hardware and is responsible for security, ongoing maintenance, and proactive support. Santa Ana's Relay Outbound solution is licensed for 30,000 annual outbound messages and 4 hours of Template Builder training per year. Trusted Solutions. May 13, 2021 Page 9 of 14 Real Value. MSelectron TECHNOLOGIES, INC S. Administrative Tasks This section details administrative tasks that can be performed in order to manage Relay. All system administration for Relay is handled through the Relay Portal web application. An administrator from Santa Ana will be provided with user credentials for the Relay Portal application during the implementation process. Additional users can be created by the administrator as needed. Permissions can be assigned on a per -user basis; permissions govern the functionality available to a given user. The Relay Portal provides Santa Ana administrators with a single platform for viewing system usage and health, running reports, and configuring various system settings. The Relay Portal is supported on all modern, "evergreen" browsers including: Chrome, Firefox, IE10+, Microsoft Edge, and Safari. 5.1. Run System Reports Santa Ana administrators will be able to run system reports via the Relay Portal. Reports that can be run by the administrator include: • Payments • Call Statistics • Call Activity • Call Detail • Outbound Statistics 5.2. Schedule Outbound Campaigns Using the Relay Portal, administrators can create, edit, and review outbound campaigns made using Relay Outbound. Each instance of an outbound campaign must be scheduled individually. This includes selecting the type of notification, the date/time of delivery, and (for static notifications) the configuration of the message. The administrator will also need to upload a contact list in .csv format for the notification. The exact formatting of the .csv file will vary depending on the notification being scheduled. Selectron will provide Santa Ana with example .csv files for the configured notifications included in this project, as well as assistance in generating the outbound call list. 6. Responsibilities 6.1. Selectron Technologies, Inc. This section outlines Selectron Technologies' responsibilities regarding service initiation and operation. Trusted Solutions. May 13, 2021 Page 10 of 14 Real Value. �.�f'sfirt�%" • . � • • � 6.1.1. Provide Project Management Selectron Technologies assigns a Project Manager to the service implementation. The Project Manager is the Customer's primary contact at Selectron Technologies and coordinates all necessary communication and resources. 6.1.2. Provide Documentation The Project Manager provides the Customer with the following documents to help facilitate the service implementation process: • Implementation Questionnaire- gathers critical information needed to setup and initiate the service. This includes information on the toll -free numbers, call volume, APIs, and the types of payments being gathered. • Remote Access Questionnaire- details information needed by Selectron Technologies to remotely access the Customers network and application database, prior to system initiation, to allow for complete system testing. • Implementation Timetable- details project schedule and all project milestones. • Quality Assurance Test Plan- assists the Customer in determining that the interactive solution is functioning as specified in the Contract. • Service Acceptance Sign -off Form- indicates that the Customer has verified service functionality. 6.1.2.1. Develop Channel Design The Project Manager works with the Customer to develop and complete the following portions of channel design: • IVR call flow design • Outbound messaging configuration Software development cannot begin until these design elements are completed and approved by the Customer. 6.1.3. Perform Quality Assurance Testing Selectron Technologies thoroughly tests all applications and integration points prior to initiation, ensuring system functionality. This includes data read from and written to the application database and the general ability for a customer to successfully access live data and complete a transaction. 6.1.4. Provide Installation and Administrative Training Selectron will provide two days of onsite installation and training for Santa Ana's Relay solution. Trusted Solutions. May 13, 2021 Page 11 of 14 Real Value. OSelectron TECHNOLOGIES, INC 6.1.5. Provide Marketing Materials Selectron Technologies can provide marketing collateral that the Customer to use to promote the interactive solution to citizens. Marketing collateral includes a poster, tri- fold brochure, and business card; standard templates for each item are used. Collateral is provided to the Customer in PDF format (original Adobe InDesign files are provided upon request). Marketing collateral will be provided for each department included in this project. Selectron Technologies' Project Manager will assist in gathering the correct information to be displayed on the marketing collateral. Information displayed includes the following: • IVR phone number(s) • Department logo (preferably in EPS format) • Department address • A description of functionality • Additional contact/informational phone numbers • Samples: where to find account/ permit/ case numbers, etc. Any changes to the collateral that do not include the items listed above (e.g., design changes to the template) are billed on a time and materials basis. Any changes to the marketing materials after final delivery are also billed on a time and materials basis. 6.1.6. Interface Upgrades After service initiation, Santa Ana's database applications may release new updates to their applications or its interfaces. Upgrading the Relay interface to be compatible with any Santa Ana application databases (or other application database software) may require professional services outside the scope of this service. 6.2. Santa Ana, CA This section outlines the Customers service implementation and maintenance requirements and responsibilities. 6.2.1. Return Questionnaires and Information Selectron Technologies' Project Manager provides Santa Ana with an implementation questionnaire. The implementation questionnaire must be returned priorto developing the call flow design and the implementation timetable. 6.2.2. Provide Customer Specific Information The following information should be supplied to Selectron Technologies, in conjunction with the Implementation Questionnaire, to help create a precisely integrated product. Trusted Solutions. May 13, 2021 Page 12 of 14 Real Value. Selectron For further clarification on the format and detail of the following data, refer to the Implementation Questionnaire or contact your Selectron Technologies' Project Manager. • Street names • Observed holidays • Extensions used for transfer functions • Permit status codes and types • Inspection types and descriptions • Validations used for scheduling an inspection • Correction codes and descriptions • Permit numbering scheme 6.2.2.1. Approve Channel Configuration The Customer is responsible for approving the application design developed by Selectron Technologies' Project Manager. This includes reviewing: • Call flow for the IVR solution • Outbound messaging format Once the channel designs) have been approved, software development begins. 6.2.3. Provide Remote Network Access to Application Database(s) In order to fully test the interactive solution, Selectron Technologies requires access to Santa Ana's application databases) prior to installation. Selectron Technologies' Project Manager provides a Remote Access Questionnaire to help Santa Ana identify the necessary requirements. If remote access is not granted, the Customer should inform the Project Manager immediately. While system installation can be successful without prior access to the database, additional, post -installation development and testing time will be necessary, significantly delaying system activation. 6.2.4. Provide System Access Selectron Technologies requires access to the Customer's network and database/ system. Changing or deleting access accounts could lead to disruption in service for the interactive solution and/or Selectron Technologies' ability to provide timely support. Please notify Selectron Technologies immediately if the accounts for the Application Database, payment gateway or network are modified. Santa Ana is responsible for providing Selectron with appropriate application database and payment gateway network access as defined in the System Integration section. Trusted Solutions. May 13, 2021 Page 13 of 14 Real Value. 6.2.5. Confirm Service Functionality Santa Ana, CA has 30 calendar days after service initiation to verify the functionality of the interactive solutions. Within the 30-day system acceptance period the Customer should test system functionality using the provided Quality Assurance Test Plan. Additionally, the System Acceptance Sign -off form must be sent to Selectron Technologies' Project Manager within this period. 6.2.6. Contact Customer Support Anytime the Customer requests a significant change to their Selectron interactive solution, an authorized contact from the agency must provide acknowledgement to Selectron's Customer Support Department. A significant change is a modification that will A) change system behavior, B) allow users to change the system, or C) allow access to protected data. May 13, 2021 Page 14 of 14 Trusted Solutions. Real Value. EXHIBIT B Support and Maintenance Fee Schedule Updated May 17, 2021 1. Support and Maintenance Fees Below is the estimated PremierPro Support and Maintenance Agreement fee schedule for the existing Relay Utility IVR solution. Municipal Utility Services Base Term: July 1, 2021- December 31, 2025 Item Dates covered Payment Due Date Amount Relay Utility Jul 1, 2021 to Dec 31, 2021 Jul 1, 2021 $10,455.00 Relay Utility Jan 1, 2022 to Dec 31, 2022 Dec 15, 2021 $21 535.00 Relay Utility Jan 1, 2023 to Dec 31, 2023 Dec 15, 2022 $22,180.00 Relay Utility Jan 1, 2024 to Dec 31, 2024 Dec 15, 2023 $22,845.00 Relay Utility Jan 1, 2025 to Dec 31, 2025 Dec 15, 2024 $23,530.00 Total for Base Term $100,545.00 Optional First Extension: 3 Years(January 1 2026 - December 31 2028 Item Dates covered Payment Due Date Amount Relay Utility Jan 1, 2026 to Dec 31, 2026 Dec 15, 2025 $24,235.00 Relay Utility Jan 1, 2027 to Dec 31, 2027 Dec 15, 2026 $24,965.00 Relay Utility Jan 1, 2028 to Dec 31, 2028 Dec 15, 2027 $25,715.00 Total for Optional First Extension $74,915.00 Optional Second Extension: 1 Year(January 1, 2029 - December 31, 2029 Item Dates covered Pa ment Due Date Amount �Rclay Utility Jan 1, 2029 to Dec 31, 2029 Dec 15, 2028 $26,485.00 Total for Optional Second Extension $26,485.00 Grand Total: Jul i 2021 to Dec 31, 2029 1 $201,945.00 1 of2 2. Assumptions and Other Terms The estimated support and maintenance fee schedule above are based on the following assumptions. a. Fee amounts in the schedule above for Renewal Terms are estimates, which may be increased or decreased. The future fee estimates do not include increases to reflect additional functionality purchased. b. Future fee estimates for Renewal Terms are not a guarantee that Consultant will agree to automatic renewal of the PremierPro Support and Maintenance Agreement, and future fee estimates shall not affect Consultant's right to provide notice of non -renewal under Section 2 of the PremierPro Support and Maintenance Agreement. 3. PremierPro Support Covered Products and Licenses The following products and licenses are covered under the PremierPro Support and Maintenance Agreement. Municipal Utility Services Included Functionality: • Current Balance Owed Y Partial Payment • Last Billing Date and Amount (Up to last 6) • Credit Card Payment • Next Billing Date • ACII Payment • Last Payment Date and Amount (Up to last 6) Language Add -On (Spanish) Language Add -on (Vietnamese) 8 Licensed Ports with English & Spanish Speech Recognition 2 of 2 EXR BIT C Optional Items Updated May 14, 2021 1. One -Time Setup Fees Product One -Time Setup Fee A 4-Port Relay Dog License IVR $46,000 B 4-Port Relay Business License IVR $46,000 Q 4-Port Relay Permits IVR $82,250 D) Managed/Hosted Relay Outbound Option l: $7,500 if Purchase Order is received after l/l/2023 Option 2: $3,750 if Purchase Order is received by 12/31/2022 Option 3: $0 if Purchase Order is received by 3/31/2022 Total Assumes Option 3 for Relay Outbound $174,250 2. Estimated Annual Fees A. 4-Port On -Premise Relay Dog License IVR -Annual Support & Maintenance Estimates Base Term: 4 Years (January 1, 2022 — December 31, 2025) Item Dates covered Payment Due Date Amount Dog License IVR Jan 1, 2022 to Dec 31, 2022 Dec 15, 2021 $9,200.00 Dog License IVR Jan 1, 2023 to Dec 31, 2023 Dec 15, 2022 $9,660.00 Dog License IVR Jan 1, 2024 to Dec 31, 2024 Dec 15, 2023 $10,145.00 Dog License IVR Jan 1, 2025 to Dec 31, 2025 Dec 15, 2024 $10,650.00 Total for Base Term $39,655.00 Optional First Extension: 3 Years (January 1. 2026 — December 31.20281 Item Dates covered Payment Due Date Amount Dog License IVR Jan 1, 2026 to Dec 31, 2026 Dec 15, 2025 $11,185.00 Dog License IVR Jan 1, 2027 to Dec 31, 2027 Dec 15, 2026 $11,745.00 Dog License IVR Jan 1, 2028 to Dec 31, 2028 Dec 15, 2027 $12,330.00 Total for Optional First Extension $35,260.00 Optional Second Extension: 1 Year(January 1 2029 — December 31 2029 Item I Dates covered Payment Due Date Amount Do License IVR Jan 1, 2029 to Dec 31, 2029 Dec 15, 2028 $12,945.00 Total for Optional Second Extension $12,945.00 Grand Total: Jan 1 2022 to Dec 31 2029 1$87 860.00 1 of 6 B. 4-Port On -Premise Relay Business License IVR -Annual Support & Maintenance Estimates Base Term: 4 Years (January 1, 2022 - December 31, 2025) Item Dates covered Payment Due Date Amount Business License IVR Jan 1, 2022 to Dec 31, 2022 Dec 15, 2021 $9,200.00 Business License IVR Jan 1, 2023 to Dec 31, 2023 Dec 15, 2022 $9,660.00 Business License IVR Jan 1, 2024 to Dec 31, 2024 Dec 15, 2023 $10,145.00 Business License IVR Jan 1, 2025 to Dec 31, 2025 Dec 15 2024 $10,650.00 Total for Base Term $39,655.00 O tional First Extension: 3 Years(January 1 2026 - December 31 2028 Item I Dates covered PaymentDueDate Amount Business License IVR Jan 1, 2026 to Dec 31, 2026 Dec 15, 2025 $11,185.00 Business License IVR Jan 1, 2027 to Dec 31, 2027 Dec 15, 2026 $11,745.00 Business License IVR Jan 1, 2028 to Dec 31, 2028 Dec 15, 2027 $12,330.00 Total for Optional First Extension $35,260.00 Optional Second Extension: 1 Year (January 1, 2029 - December 31, 2029) Item I Dates covered Payment Due Date Amount Business License IVR Jan 1, 2029 to Dec 31, 2029 Doc 15, 2028 $12,945.00 Total for Optional Second Extension $12,945.00 Grand Total: Jan 1 2022 to Dec 31 2029 1$87 860.00 C. 4-Port On -Premise Relay Permits IVR- Annual Support & Maintenance Estimates Base Term: 4 Years anuary 1, 2022 - December 31, 2025 Item Dates covered Payment Due Date Amount Relay Permits IVR Jan 1, 2022 to Dec 31, 2022 Dec 15, 2021 $16,450.00 Relay Permits IVR Jan 1, 2023 to Dec 31, 2023 Dec 15, 2022 $17,275.00 Relay Permits IVR Jan 1, 2024 to Dec 31, 2024 Dec 15, 2023 $18,140.00 Relay Pemuts IVR Jan 1, 2025 to Dec 31, 2025 Dec 15, 2024 $19,045.00 Total for Base Term $70,910.00 Optional First Extension: 3 Years (January 1. 2026 - December 31. 2028) Item Dates covered Payment Due Date Amount Relay Permits IVR Jan 1, 2026 to Dec 31, 2026 Dec 15, 2025 $19,995.00 Relay Pennits IVR _ Jan 1, 2027 to Dec 31, 2027 Dec 15, 2026 $20,995.00 Relay Permits IVR Jan 1, 2028 to Dec 31, 2028 Dec 15, 2027 $22,045.00 Total for Optional First Extension $63.035.00 Optional Second Extension: 1 Year (January 1, 2029 - December 31, 2029) Item I Dates covered T Payment Due Date Amount Relay Permits IVR I Jan 1, 2029 to Dec 31, 2029 Dec 15, 2028 $23,145.00 Total for Optional Second Extension $23,145.00 Grand Total: Jan 1 2022 to Dec 31 2029 1$157,090.00 2of6 D. Managed/Hosted Relay Outbound — Annual Support & Bundle Fee Estimates Base Term: 4 Years(January 1, 2022 — December 31, 2025 Item Dates covered Payment Due Date Amount Annual Support Jan 1, 2022 to Dec 31 2022 Dec 15 2021 $5,000.00 Annual Bundle: 30k Messages $5,100.00 Annual Support Jan 1, 2023 to Dec 31, 2023 Dee 15, 2022 $5,000.00 Annual Bundle: 301c Messages $5,100.00 Annual Support Jan 1, 2024 to Dec 31, 2024 Dec 15, 2023 $5,000.00 Annual Bundle: 30k Messages $5,100.00 Annual Support Jan 1, 2025 to Dec 31, 2025 Dec 15, 2024 $5,000.00 Annual Bundle: 30k Messages $5,100.00 Total for Base Term $40,400.00 Optional First Extension: 3 Years (January 1. 2026 — December 31. 2028) Annual Support Jan 1, 2026 to Dec 31, 2026 Dec 15, 2025 $5,000.00 Annual Bundle: 30k Messages $5,100.00 Annual Support Jan 1, 2027 to Dec 31 2027 Dec 15 2026 $5,000.00 Annual Bundle: 30k Messages $5,100.00 Annual Support Jan 1, 2028 to Dec 31, 2028 Dec 15, 2027 $5,000.00 Annual Bundle: 30k Messages $5,100.00 Total for Optional First Extension $30,300.00 Optional Second Extension: (January 1, 2029 -- December 31, 2029) Annual Support Annual Bundle: 30k Messages Jan 1, 2029 to Dec 31, 2029 Dec 15, 2028 $5,000.00 $5,100.00 Total for Optional Second Extension $10,100.00 Grand Total: Jan 1, 2022 to Dec 31, 2029 $801800.00 3. Assumptions and Other Terms The estimated support and maintenance fee schedule above are based on the following assumptions. a. Recurring fees are effective Upon Go Live or Upon Delivery of Product for User Acceptance Testing plus 45 days, whichever comes first. b. The amounts will be adjusted and prorated based upon the actual Go Live date or delivery of product for User Acceptance Testing plus 45 days, whichever comes first. c. Fee amounts in the schedule above for Renewal Terms are estimates, which may be increased or decreased. The future fee estimates do not include increases to reflect additional functionality purchased. d. Future fee estimates for Renewal Terms are not a guarantee that Consultant will agree to automatic renewal of the PremierPro Support and Maintenance Agreement, and future fee estimates shall not affect Consultant's right to provide notice of non -renewal under Section 2 of the PremierPro Support and Maintenance Agreement. 3 of 6 4. Scope of Work n�Rreuceielylgg'ic?ise,Afet�etiv}4xce@PQ!!QSii�uhod :. k,, r__a 3,. :" Includes: • 4 Licensed Ports • Credit Card Payment (Invoice Cloud Payment Gateway) • Validate Dog License • ACH Payment (Invoice Cloud Payment Gateway) • Renewal Timeframe & Due Date • Partial Payments • Validate Discounts s Languages: English, Spanish & Vietnamese • Rabies Expiration • Transfer to Santa Ana Staff Assumptions/Requirements: • Relay Dog License IVR will be installed on a new separate virtual server on the City's VMWare environment. The City will provide the Windows OS license for the new virtual server. • A Standard Application Database is defined as an Application Database that exposes the needed data and transaction business rules via an Application Programming Interface (API). All functionality listed above is contingent on the accessibility of the data and business logic from the application database via an API. • The IVR will be integrated with the City's Dog License Application Database via API, if available through the City's Dog License Application Database vendor. The City of Santa Ana is responsible for contacting the Dog License vendor for API availability/pricing. • Selectron's quote does not include merchant account provider costs or associated fees, payment gateway costs or fees. • The City is responsible for providing either analog phone lines or VOIP SIP trunks to support the 4 licensed ports. Y%% �i Ssi iccnSe Int- i-„1 `yo1ce,Respo...... Includes: • 4 Licensed Ports • Credit Card Payment (Invoice Cloud Payment Gateway) • Validate License • ACH Payment (Invoice Cloud Payment Gateway) • Transfer to Santa Ana Staff • Partial Payments • Languages: English, Spanish & Vietnamese • Provide Business License Information— fees due, due date, etc. Assumptions/Requirements: • Business License IVR will be installed on a new separate virtual server on the City's VMWare environment. The City will provide the Windows OS license for the new virtual server. • A Standard Application Database is defined as an Application Database that exposes the needed data and transaction business rules via an Application Programming Interface (API). All functionality listed above is contingent on the accessibility of the data and business logic from the application database via an API. • The IVR will be integrated with the City's Business License Application Database via API, if available through the City's Business License Application Database vendor. The City of Santa Ana is responsible for contacting the Business License vendor for API availability/pricing. • Selectron's quote does not include merchant account provider costs or associated fees, payment gateway costs or fees. • The City is responsible for providing either analog phone lines or VOIP SIP trunks to support the 4. licensed ports. 4of6 Includes the following base features: • Access Inspection Results • Permit -Based Messaging • Schedule/Reschedule Inspections • Cancel Inspections • English Professional Voice • Post Correction Codes • Speak Site Address • Transfer to Santa Ana Staff • Post Inspection Results The following features are included in the quoted price, but optional: • Pay Permit Fees via Credit Card or E-Check (Invoice Cloud Payment Gateway) • Spanish Call Flow, Translation & Professional Voice • Vietnamese Call Flow, Translation & Professional Voice If the City decides to exclude any of the optional items, the one-time setup fee and annual support fees for the Relay Permits IVR solution will decrease. Assumptions/Requirements: • Relay Permits IVR will be installed on a new separate virtual server on the City's VMWare environment. The City will provide the Windows OS license for the new virtual server. • A Standard Application Database is defined as an Application Database that exposes the needed data and transaction business rules via an Application Programming Interface (API). All functionality listed above is contingent on the accessibility of the data and business logic from the application database via an API. • The IVR will be integrated with the City's Permitting Application Database via API, if available through the City's Permitting Application Database vendor. The City of Santa Ana is responsible for contacting the vendor for API availability/pricing. • Selectron's quote does not include merchant account provider costs or associated fees, payment gateway costs or fees. • The City is responsible for providing either analog phone lines or VOIP SIP trunks to support the 4 licensed ports. n gstec Relay Outkouu'd $o1,Ui}gt r Included Functionality: • Voice, Email, and SMS Channels • Blind Transfer to On -Premise Relay Utility IVR • I Selectron-Built Template • Unlimited Customer -Built Templates • Template Builder The Relay Outbound system offers the following functionality: • Relay Outbound: supports delivery of phone calls, einads, and/or SMS text messages to recipients. Messages are split into two components: campaigns designating who and when to contact, with templates determining the specific messaging and data present in a message. • Template Builder: allows users with permission to build their own message templates with dynamic data elements for delivery. Data for Agency -Built Templates will be supplied via flat file (see below) and do not directly integrate with the client's application database. • Template Builder Training: The Annual Relay Outbound Support Fee includes 4 hours of training. These hours can be used by the City to get additional training from Selectron staff on the template builder tool. 5 of 6 Flat file: a. esv file, consisting of the call list and relevant recipient data, that is used to provide contact information and relevant data points to be relayed to message recipients. Flat files are only necessary for Agency -built templates. Selection will work with the agency to provide an FTP site where flat files can be uploaded and made available for outbound campaigns. Relay Outbound has a web -based interface to configure and send messages as campaigns, which is accessed via the Relay Portal. Transfers: Because the City's Relay Utility IVR is on -premise and Relay Outbound will be hosted/managed by Selection, only blind transfers (from Hosted Relay Outbound to On -Premise Relay Utility IVR) are supported. Annual Relay Outbound Bundle: Table 2.1) above includes an Annual Relay Outbound Bundle of 30,000 Messages and 4 hours of Template Builder Training per year. Outbound messages are purchased in annual message bundles. Messages, as defined by the agreement, that are not used rollover to the next qualifying renewal. The rollover messages from one period may only be used to offset overages in the next immediate period. If there are no overages from one period, the rollover messages from the prior period expire. A qualifying renewal is one that is equal to or greater than the previous period. If customer chooses to reduce their annual plan renewal, rollover messages do not apply. The City may choose a different annual bundle size based on the number of annual outbound messages (calls, emails, text messages) the City is expecting to make. The Per Message Rate will depend on the bundle size. Sample bundles: Option Annual Bundle Size Per Message Rate Total Annual Fee 1 20,000 Messages $0.19 $3,800 2 30,000 Messages $0.17 $5,100 3 40,000 Messages $0.16 $6,400 4 50,000 Messages $0.15 $7,500 5 70,000 Messages $0.14 $9,800 6of6 L*:/:11-311901 Maximum Contract Compensation Table fiscal Contracted Additional Maximum, Year Activity Description Compensation Contingency Compensation Amount Amount Utility IVR Support & Maintenance from 7/1/2021 thru $10,455 $1,568 $12,023 12/31/2022 Optional - One-time setup for 4- $0.00 $52,900 $52,900 Port Relay Dog License IVR Optional - One-time setup for 4- Port Relay Business License $0.00 $52,900 $52,900 IVR Optional - One-time setup for 4- Port Relay Land Management $0.00 $94,588 $94,588 System IVR FY 2021- Optional - Option 3 for One-time 22 Utility IVR setup fee for Managed/ Hosted Relay $0.00 $0.00 $0.00 Outbound messages - If Purchase Order is received by 3/31 /2022 Utility IVR Support & Maintenance from 1/1/2022 thru $21,535 $3,230 $24,765 12/31/2022 Optional - Dog License IVR Support & Maintenance from $0.00 $10,580 $10,580 1/1/2022 thru 12/31/2022 Optional - Business License IVR Support & Maintenance from $0.00 $10,580 $10,580 1/1/2022 thru 12/31/2022 Maximum Contract Compensation Table Optional - Land Management System IVR Support & $0.00 $18,918 $18,918 Maintenance from 1/1/2022 thru 12/31 /2022 Optional - Utility IVR Managed/ Hosted Relay Outbound messages Support & Maintenance ($5,000) and $0.00 $11,615 $11,615 annual bundle of 30K messages ($5,100) from 1/1/2022 thru 12/31 /2022 Utility IVR Support & Maintenance from 1/1/2023 thru $22,180 $3,327 $25,507 12/31/2023 Optional - Option 2 for One-time Utility IVR setup fee for Managed/ Hosted Relay $0.00 $4,313 $4,313 Outbound messages - If Purchase Order is received by 12/31/2023 Optional - Dog License IVR Support & Maintenance from $0.00 $11,109 $11,109 1/1/2023 thru 12/31/2023 FY 2022- 23 Optional - Business License IVR Support & Maintenance from $0.00 $11,109 $11,109 1/1/2023 thru 12/31/2023 Optional - Land Management System IVR Support & $0.00 $19,866 $19,866 Maintenance from 1/1/2023 thru 12/31/2023 Optional - Utility IVR Managed/ Hosted Relay Outbound messages Support & Maintenance ($5,000) and $0.00 $11,615 $11,615 annual bundle of 30K messages ($5,100) from 1/1/2023 thru 12/31/2023 2 Maximum Contract Compensation Table Utility IVR Support & Maintenance from 1/1/2024 thru $22,845 $3,427 $26,272 12/31 /2024 Optional - Option 1 for One-time Utility IVR setup fee for Managed/ Hosted Relay $0.00 $8,625 $8,625 Outbound messages if Purchase Order is received by 1/1/2027 FY 2023- Optional - Dog License IVR 24 Support & Maintenance from $0.00 $11,667 $11,667 1 /112024 thru 12/31 /2024 Optional - Business License IVR Support & Maintenance from $0.00 $11,667 $11,667 1/1/2024 thru 12/31/2024 Optional - Land Management System IVR Support & $0.00 $20,861 $20,861 Maintenance from 1/1/2024 thru 12/31 /2024 Optional - Utility IVR Managed/ Hosted Relay Outbound messages Support & Maintenance ($5,000) and $0.00 $11,615 $11,615 annual bundle of 30K messages ($5,100) from 1/1/2024 thru 12/31 /2024 Utility IVR Support & Maintenance from 1/1/2025 thru $23,530 $3,530 $27,060 12/31/2025 FY Optional - Dog License IVR 2024-' r Support & Maintenance from $0.00 $12,248 $12,248 25 1/1/2025 thru 12/31/2025 Optional - Business License IVR Support & Maintenance from $0.00 $12,248 $12,248 1/1/2025 thru 12/31/2025 3 Maximum Contract Compensation Table Optional - Land Management Services IVR Support & $0.00 $21,902 $21,902 Maintenance from 1/1/2025 thru 12/31/2025 Optional - Utility IVR Managed/ Hosted Relay Outbound messages Support & Maintenance ($5,000) and $10,100 $1,515 $11,615 annual bundle of 30K messages ($5,100) from 1/1/2025 thru 12/31/2025 Utility IVR Support & Maintenance from 1/1/2026 thru $24,235 $3,635 $27,870 12/31 /2026 Optional - Dog License IVR Support & Maintenance from $0.00 $12,863 $12,863 1/1/2026 thru 12/31/2026 Optional - Business License IVR FY Support & Maintenance from $0.00 $12,863 $12,863 2025- 1/1/2026 thru 12/31/2026 26 Optional Land Management System IVR Support & $0.00 $22,994 $22,994 Maintenance from 1/1/2026 thru 12/31 /2026 Optional - Utility IVR Managed/ Hosted Relay Outbound messages Support & Maintenance ($5,000) and $0.00 $11,615 $11,615 annual bundle of 30K messages ($5,100) from 1/1/2026 thru 12/31 /2026 FY -: Utility IVR Support & 2026-. Maintenance from 1/1/2027 thru $24,965 $3,745 $28,710 27 12/31/2027 Maximum Contract Compensation Table Optional - Dog License IVR Support & Maintenance from $0.00 $13,507 $13,507 1/1/2027 thru 12/31/2027 Optional - Business License IVR Support & Maintenance from $0.00 $13,507 $13,507 1/1/2027 thru 12/31/2027 Optional Land Management System IVR Support & $0.00 $24,144 $24,144 Maintenance from 1/1/2027 thru 12/31 /2027 Optional - Utility IVR Managed/ Hosted Relay Outbound messages Support & Maintenance ($5,000) and $0.00 $11,615 $11,615 annual bundle of 30K messages ($5,100) from 1/1/2027 thru 12/31 /2027 Utility IVR Support & Maintenance from 1/1/2028 thru $25,715 $3,857 $29,572 12/31/2028 Optional - Dog License IVR Support & Maintenance from $0.00 $14,180 $14,180 FY 1/1/2028 thru 12/31/2028 2028- 29 Optional -Business License IVR Support & Maintenance from $0.00 $14,180 $14,180 1/1/2028 thru 12/31/2028 Optional - Land Management Services IVR Support & $0.00 $25,352 $25,352 Maintenance from 1/1/2028 thru 12/31/2028 5 Maximum Contract Compensation Table Optional - Utility IVR Managed/ Hosted Relay Outbound messages Support & Maintenance ($5,000) and $0.00 $11,615 $11,615 annual bundle of 30K messages ($5,100) from 1/1/2028 thru 12/31 /2028 Utility IVR Support & Maintenance from 1/1/2029 thru $26,485 $3,973 $30,458 12/31/2029 Optional - Dog License IVR Support & Maintenance from $0.00 $14,887 $14,887 1/1/2029 thru 12/31/2029 Optional - Business License IVR FY 2029 Support & Maintenance from 1/1/2029thru 12/31/2029 $0.00 $14,887 $14,887 W Optional - Land Management Services IVR Support & Maintenance from 1/1/2029 thru $0.00 $26,617 $26,617 12/31/2029 Optional - Utility IVR Managed/Hosted Relay Outbound messages Support & Maintenance ($5,000) and $0.00 $11,615 $11,615 annual bundle of 30K messages ($5,100) from 1/1/2029 thru 12/31/2029 Subtotal Subtotal Grand Total 212 04 $709.168 921 213 Note: Any Contracted Compensation Amount, Additional Contingency Amount, or Maximum Compensation Amount as set forth above, which is not expressed as a whole dollar value shall, for purposes of fixing the maximum compensation amount payable under this agreement, be rounded -up to the next highest whole dollar. 35. Approve Renewal Agreement with Selectron Technologies, Inc., for Interactive Voice Response System in the Amount not to Exceed $921,213 (General and Non - General Fund) Department(s): Recommended Action: Authorize the City Manager to execute a renewal agreement with Selectron Technologies, Inc. for Interactive Voice Response System software support and maintenance for Municipal Utility Services in the amount of $201,945 and optional services for Outbound Messaging Dog License, Business License, and Land Management System ("LMS") in the amount of $599,110, for a total not -to -exceed amount of $921,213, including a 15 percent contingency of $120,158, for an initial term commencing July 1, 2021 and expiring December 31, 2025, with a provision for two renewal options, of three years and one year, respectively, ending December 31, 2029, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. 2021- XXX). Francine R. Digitally signed by Francine Villareal 1 1 0 vmaleal UatDATEI(MM/DD36 AIll CERTIFICATE OF LIABILITY INSURANCE /YYY-07 1 5/212021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Melissa M Cisneros W. B. Adams Co. A/cNNo Ezt: (503)644-9945 : (503)644-9997 (A C,No General Insurance ADDRESS: Commerciallz@wbadams.eom 14737 SW Milliken Way INSURERS) AFFORDING COVERAGE NAICq Beaverton OR 97003 INSURER A: Sentinel Insurance Company 11000 INSURED INSURER B: Hartford Accident and Indemnity Company 22357 Selectron Technologies, Inc. INSURER C: 12323 SW 66th Ave INSURER D: Portland, OR, 97223 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD .INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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. LTR TYPE OF INSURANCE INSD yWU POLICY NUMBER (MMIDD POLICYtXP (MMa1DIYYYY) LIMITS A COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FxIOCCUR Ongoing and Completed Ops End Y 52SBAR09216 01/31/2021 01/31/2022 EACH OCCURRENCE $ 1,000,000 PREMISES (Ea occurrence) $ 1,000,000 X MED EXP (Any one person) $ 10,000 X Primary Endorsement PERSONAL a ADV INJURY $ 1,000,000 GEN-L AGGREGATE LIMIT APPLIES PER: POLICY F—]jEOT FILOC OTHER: GENERAL -AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 Deductible $ 1,000 B AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY 52UECPT5600 01/31/2021 01/31/2022 (Ea accident) $ I,OOD,000 BODILY INJURY (Per person) $ BODILY INJURY addition) ) $ (Per acceerin $ Comp/Collision $ 5001500 A )C UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 52SBAR09216 01/31/2021 01/31/2022 EACH OCCURRENCE $ 5,000,000 AGGREGATE S 5,000,000 DED X RETENTION$ 10,000 Deductible $ 1,000 B WORKERS COMPENSATION NDEMPLOYERS` LIABILITY YIN V PROPRIETOR/PARTNER/EXECUTIVE E OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If ye t, doctors under DESCRIPTION OF OPERATIONS below NIA 52WBCGI3039 01/312021 01/31/2022 - STATUTE X ER E.L. EACH ACCIDENT $ 1,000,000 EL.DISEASE - EA EMPLOYEE $ 1,000,000 EL.DISEASE - POLICY LIMIT $ 1,000,000 A Data Breacll/Cyber Liability Professional Liability/E&O 52SBAR09216 01/31/2021 01/312022 Each Occurrence Aggregate $2,000,000 $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) The City of Santa Ana, its officers, employees, agents, volunteers and representatives are named Additional Insured as respects to General Liability when required by written contract. City of Santa Ana Risk Management Division, 4th Floor 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. © 1988-2015 ACORD ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD i9 9 Riele Management DtWslon REVIEWED 6 APPROVED BY: F44*Yi" ♦R, vjfirn Ls.� —. Risk Management Analyst The Hartford Policy # 52SBAR09216 Effective 01/31/2021-01/31/2022 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory"; Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1, of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 © 2005, The Hartford Rick Mmwge�nent txiefan EvED&AP1PIRa/v'®BY: rRe ®' Rak Management May5t of BUSINESS LIABILITY COVERAGE FORM (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. Page 2 of 24 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. e e' xiskMauganadDWIsim RE EwED&APPRovmav: FMiNM�[ R. V�WG Rnk Managem nt Malysl BUSINESS LIABILITY COVERAGE FORM 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: (1) 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 (!I) Conduct and control the defense of the indemnitee in such "suit". Form SS 00 08 04 05 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 in absent agree �ntw.i� � Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM (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 contracf', 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: (t) Liability to such party for, or for the cost of, that partys defense has also been assumed in the same "insured contract", and (it) 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 Page 4 of 24 (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: (t) "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; (it) "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 th ._. RiskMnuganentDIAsfms fiREVD fi IEWEAPPRWED BY: F�� R. MVII r[ Ruk Managenrent Analyst of BUSINESS LIABILITY COVERAGE FORM (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 Form SS 00 08 04 05 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 (it!) "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. RIJe Mnugtment tx�iatan i� REmEWED&APPROft' ' S Risk Managenxn[Anatyst BUSINESS LIABILITY COVERAGE FORM 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 Page 6 of 24 (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. t. 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. 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; M Rlek nwgmadf) iun Renswm & APPROV® BY: �. ® Risk Mana9emen[MTys[ BUSINESS LIABILITY COVERAGE FORM (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. Form SS 00 08 04 05 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". I. 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" been put to its Risk M tDh4eml REVIEWED 6 APPROfV/®BY/: Imo. - Risk Managemen[Anzlyst '. BUSINESS LIABILITY COVERAGE FORM 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 Page 8 of 24 (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 anther's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead anther'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: (1) Your web site; or (ii) The resentationorfunctionalit Of co RIAMmaganatfnivuinn [REAinW 6APPROV BY. -iWL11 �11L=' r AF.4YM�2 �. ��USVI4FP. RnkWnag,v MAnztyst BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would (15) Arising out of discrimination or not have occurred in whole or in humiliation committed by or at the part but for the "asbestos hazard"; direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard" or "electronic data". (c) Arise out of any claim or suit for r. Employment -Related Practices damages because of testing for, "Bodily injury" or "personal and advertising monitoring, cleaning up, removing, injury" to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an "asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other (c) Employment -related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2) The CAN-SPAM Act of 2003, including person at whom any of the employment -related practices any amendment of or addition to such described in Paragraphs (a), (b), or (c) law; or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k, through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss, costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. R�nEwEWMgnaMgnemtOw ay. m6xt®Bv: ® Form SS 00 08 04 05 Risk Manager rent nnatya BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. 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. Page 10 of 24 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 (a) Owne Q�- Wde MawgemmtDWian REVIEWED& APPROVE) BY: z v 6..."t R Risk Management Analyst BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) 'Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury', a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your "employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization Any person or organization having proper responsible for the conduct of such person is temporary custody of your property if you also an insured, but only with respect to liability die, but only: arising out of the operation of the equipment, and only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co -"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance also an insurance of any kind is available to that insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co -"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. thr or form the organization or the end of the insureds when yo,� policy period, whichever is earlier; and z REne#ED&ArrRovm8r Fv""I.e Z VSA4 [ Form SS 00 08 04 05 ® Ruk Manage�nt Anay,t BUSINESS LIABILITY COVERAGE FORM 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; Page 12 of 24 (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: (1) 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. sf J,unLLL�1t/-M Rlsle Muaganad Divisian REVIEWED&APPRavED BY: MMM. rAHYM� ^. YKWPefC - Risk Managenrent Malysl BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises a "Bodily injury", () Ynal"Property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (I) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ti) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "Property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any urofessional (b) Supervisory, inspection, architectur architectural or engineering services, ir R°I` O°gC1ahDivisi0n Renervm 6 APrRwm ar. activities. Form SS 00 08 04 05 Risk Management Malyst BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. 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 ar , ®' auk Mana a Analyst Page 14 of 24 a �"� Ana st BUSINESS LIABILITY COVERAGE FORM 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: Form SS 00 08 04 05 (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 add subdivisio RiekMougmientDiwian BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7, Other Insurance insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is which this insurance applies, we will available for a loss we cover under this provide any liability, uninsured motorists, Coverage Part, our obligations are limited as underinsured motorists, no-fault or other follows: coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c.below. this Coverage Form: a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for "your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft, Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos" or watercraft to a claim is made or "suit" is brought. the extent not subject to Exclusion g. of Section A. — Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to representations you made to us; and %sleMmogemento�mn CoverageEm�h��EWED&APPRO BY: �K R. ViL�2 Page 16 of 24 isk Manager nt anayst BUSINESS LIABILITY COVERAGE FORM (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. Form SS 00 08 04 05 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 insurers 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. 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 o agreement or Risk M mgmlmtffnvim prior to the inju RenEwEo&ArmwmBY.' ® Risk RAanzgem nl Malysl BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or 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. Page 18 of 24 3. Additional Insured - Grantor Of Franchise 4. 5. L-1 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. 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. 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. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the MG� shown in thekManagent Anatyet BUSINESS LIABILITY COVERAGE FORM 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; Form SS 00 08 04 05 (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: (1) 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 orOCCUDV these premises. a.x Ee RlekMmtogtmmEDivieian r; ReaepmfiAPPRovm By: gym" Risk Management Matyst OF BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional insured(s); or (5) Newspaper; (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides C. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement" does not include: "products -completed operations hazard". a. The design, printed material, information or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property damage" or "personal an advertising b• An interactive conversation between or injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2• "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi -trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co -Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory _ RIAMnugemmtDhisian Page 20 of 24 MWIP Risk Management Anayst BUSINESS LIABILITY COVERAGE FORM 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 Form SS 00 08 04 05 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, Par that part of an, RAManagemaitoiviciml . �..:'. REVIEWED 6 APPRovED By. Flm"ri a Z VatM"t Risk Management Malyst BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those 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: Page 22 of 24 (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 feast 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; 8 RkkMOugrm dWsbn REv ewm & A"av®Bv: 1`4.-� P. V:t6IWl Risk Manager nt M*yst BUSINESS LIABILITY COVERAGE FORM 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. Form SS 00 08 04 05 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 gerson who: a. Is not your err RialaMowge meninx isian R�ENAENM&APPROVED BY. ��+� n•'s ,. /p �' R¢k Management Analyst BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product': a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of "your work"; and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. 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 Page 24 of 24 Riele Management DiWairni REVIEWED& APPROVE) Br: swl.Ille,L.' Bart Z V:Ello - R¢k Management Analyst POLICY NUMBER: 52 SBA R09216 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON -ORGANIZATION THE CITY OF ATLANTA 68 MITCHELL ST ATLANTA, GA 30303 CITY OF AMARILLO ATTN: PURCHASING DEPARTMENT P 0 BOX 1971 AMARILLO, TX 79135 CITY OF NOVATO 75 ROWLAND WAY #200 NOVATO, CA 94945-5054 CITY OF OCEANSIDE 300 NORTH COAST HWY OCEANSIDE, CA 92054 CITY OF PORTLAND 1120 SW 5TH AVE ROOM 750 PORTLAND, OR 97204 CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 COUNTY OF PLACER C/O EBIX BPO - P 0 BOX 257 PORTLAND, MI 48875 FULTON COUNTY GOVERNMENT DEPARTMENT OF PURCHASING & CONTRACT COMPLIANCE 130 PEACHTREE STREET SW. SUITE 1168 ATLANTA, GA 30303-3459 PLACER COUNTY WATER AGENCY P 0 BOX 6570 AUBURN, CA 95604 Form IH 12 00 11 85 T SEO. NO. 003 Printed in U.S.A. Page 001 (CONTINUED ON Process Date: 11/09/20 Expiration Date: 01/3 RlekM.9.. kD[Wa. REvie &ArvROVMSY �' Ruk Management Marys[ POLICY NUMBER: 52 SBA R09216 Fl THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED — PERSON —ORGANIZATION THE CITY OF ELK GROVE ITS OFFICIALS, EMPLOYEES, PO BOX 20270 LONG BEACH CA 90801 AGENTS, AND VOLUNTEERS CITY OF DETROIT PURCHASING DIVISION COLEMAN A YOUNG MUNICIPAL CENTER SUITE 1008 DETROIT, MI 48226 CITY OF FRESNO C/O ISO 2600 FRESNO ST., ROOM 1059 FRESNO, CA 93721 CITY OF ASHLAND 20 EAST MAIN STREET ASHLAND, OR 97520 Form IH 12 00 1185 T SEC. NO. 003 Printed in U.S.A. Page 002 (CONTINUED ON I Process Date: 11 / 0 9/ 20 Expiration Date: 01 / 3 en:yy< Risk MnugonattD'nisimt ". RE\a 0&AreRovm Br: MEW Risk Management N�alyA 0 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other If notice is mailed, proof of mailing to the last known than for non-payment of premium, notice of such mailing address of the certificate holder(s) on file with cancellation will be provided at least thirty (30) days the agent of record or the Company will be sufficient in advance of the cancellation effective date to the proof of notice. certificate holder(s) with mailing addresses on file Any notification rights provided by this endorsement with the agent of record or the Company. apply only to active certificate holder(s) who were issued B. If this policy is cancelled by the company for non- a certificate of insurance applicable to this policy's term. payment of premium, or by the insured, notice of Failure to provide such notice to the certificate holder(s) such cancellation will be provided within ten (10) will not amend or extend the date the cancellation days of the cancellation effective date to the becomes effective, nor will it negate cancellation of the certificate holder(s) with mailing addresses on file policy. Failure to send notice shall impose no liability of with the agent of record or the Company. any kind upon the Company or its agents or representatives. Wekirlanaganentl8viaian .. ' RFner�o6Mvaov®By: Form SS 12 23 06 11 © 2011, The Hartford ®' alskMa.zgementAnary:c tay THE It HARTFORD Select Customer Insurance Center 3600 WISEMAN BLVD. SAN ANTONIO TX 78251 Policyholder, please callus at: (866) 467-8730 Agent, please callus at: (866) 467-8730 SERVICE.TX@THEHARTFORD.COM INSURANCE ENDORSEMENT ATTACHED *** PLEASE REVIEW THE CHANGE *** Enclosed is an endorsement for your business insurance policy. Please review it at your convenience. If you have questions or need to make further changes: Policyholder, please call us at: (866) 467-8730 Agent, please call us at: (866) 467-8730 between 7 A.M. and 7 P.M. CST. The premium billing will be mailed to you separately. You can expect to receive it soon. Thank you for allowing us to service your business needs. W B ADAMS CO/PBS THE HARTFORD SELECT CUSTOMER INSURANCE CENTER The Hartford Hartford Fire Insurer One Hartford Plaza, RI@eMwn anadDirisian o REVIEWED&APPRO/V�®61'� e �� F�v1.lef�E r.,. V.ccfvk¢rcG „` Risk Nlznagement Mntyst 3. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: 52 SBA R09216 DX Named Insured and Mailing Address; SELECTRON TECHNOLOGIES, INC. SEE FORM SS1235 12323 SW 66TH AVE PORTLAND OR 97223 Policy Change Effective Date: 05/21/21 Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: 005 Agent Name: W B ADAMS CO/PHS Code: 700991 POLICY CHANGES: SENTINEL INSURANCE COMPANY, LIMITED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT. IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE FORM NUMBERS OF ENDORSEMENTS REVISED AT ENDORSEMENT ISSUE: IH12001185 ADDITIONAL INSURED - PERSON -ORGANIZATION FORM NUMBERS OF ENDORSEMENTS REVISED AT ENDORSEMENT ISSUE: IH12001185 SCHEDULE OF FINE ARTS THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 12 1104 05 T Page oo1 �kM�go Mn� Process Date: 05/24/21 Policy Effective y RENIAMvwgnadDJBC Policy Expiratio fu,.« R, vsa A�Qmm—, Risk Management Malyst POLICY NUMBER: 52 SBA R09216 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON -ORGANIZATION THE CITY OF ATLANTA 68 MITCHELL ST ATLANTA, GA 30303 CITY OF AMARILLO ATTN: PURCHASING DEPARTMENT P 0 BOX 1971 AMARILLO, TX 79135 CITY OF NOVATO 75 ROWLAND WAY #200 NOVATO, CA 94945-5054 CITY OF OCEANSIDE 300 NORTH COAST HWY OCEANSIDE, CA 92054 CITY OF PORTLAND 1120 SW 5TH AVE ROOM 750 PORTLAND, OR 97204 CITY OF SANTA ANA RISK MANAGEMENT DIVISION, 4TH FLOOR 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 COUNTY OF PLACER C/O EBIX BPO P 0 BOX 257 PORTLAND. MI 48875 FULTON COUNTY GOVERNMENT DEPARTMENT OF PURCHASING & CONTRACT COMPLIANCE 130 PEACHTREE STREET SW. SUITE 1168 ATLANTA, GA 30303-3459 PLACER COUNTY WATER AGENCY P 0 BOX 6570 AUBURN, CA 95604 Form IH 12 00 11 85 T SEQ. NO. 003 printed in U.S.A. Page 001 (CONTINUED ON Process Date: 05/24/21 Expiration Date: 01/. s- z RideManagnnailDhiaian - REmEwm &{APPRO�Vt DBY. `® R6k Nlanagement MaWt POLICY NUMBER: 52 SBA R09216 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON -ORGANIZATION THE CITY OF ELK GROVE ITS OFFICIALS, EMPLOYEES, AGENTS, AND VOLUNTEERS PO BOX 20270 LONG BEACH CA 90801 CITY OF DETROIT PURCHASING DIVISION COLEMAN A YOUNG MUNICIPAL CENTER SUITE 1008 DETROIT, MI 48226 CITY OF FRESNO C/O ISD 2600 FRESNO ST., ROOM 1059 FRESNO, CA 93721 CITY OF ASHLAND 20 EAST MAIN STREET ASHLAND, OR 97520 Form IH 12 00 11 85 T SEQ. NO. 003 Printed in U.S.A. Page 002 (CONTINUED ON RlskMnuganadDhWmt REmewm&APPRavw&: Process Date: 0 5 / 2 4 / 2 1 Expiration Date: 01/ } - ? � � �:«i✓dic� RAWWW Ruk Management Analyst POLICY NUMBER: 52 SBA R09216 "i THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF FINE ARTS LOC/ELDG DESCRIPTION OF ITEM VALUE Form IH 12 00 11 85 T SEQ. NO. 004 Printed in U.S.A. Page 001 (CONTINUED ON Process Date: 05/24/21 Expiration Date: 01/ RIAMmugmtmtDiAsim REVIEWED 6 APPROVM BY: `' F R.VcfA. �' Ruk Management Analyst DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 01/23/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Gillian Baker NAME: M&G Insurance PHONE FAX A/C No Ext: A/C,No): 7150 SW Hampton St. E-MAIL certs@mymgteam.com ADDRESS: Suite 140 INSURER(S)AFFORDING COVERAGE NAIC# Tigard OR 97223 INSURERA: Sentinel Insurance Company,Ltd 11000 INSURED INSURER B: Hartford Accident and Indemnity Company 22357 Selectron Technologies,Inc. INSURER C: The Hartford Rated by Multiple Companies 00914 Selectron Enterprise Services LLC INSURER D: 13535 SW 72nd Ave,Ste 200 INSURER E: Portland OR 97223 INSURER F: COVERAGES CERTIFICATE NUMBER: 25/26 GL BA CYB XS WC REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE FX OCCUR PREM SDAMAGES Ea oNcurDrence $ 1,000,000 MED EXP(Any one person) $ 10,000 A Y 52SBAAF5779 01/31/2025 01/31/2026 PERSONAL&ADV INJURY $ 1,000,000 MOTHER LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY ❑ PRO ❑ LOC PRODUCTS-COMP/OPAGG $ 2,000,000 JECT: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED Y 52UECPT5600 01/31/2025 01/31/2026 BODI LY I NJ U RY(Pe r accide nt) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LAB CLAIMS-MADE 52SBAAF5779 01/31/2025 01/31/2026 AGGREGATE $ 5,000,000 DED I X1 RETENTION $ 10,000 $ WORKERS COMPENSATION ER/� STATUTE EORH AND EMPLOYERS'LIABI LI TY YIN 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ C OFFICER/MEMBER EXCLUDED? ❑ N/A 52WBCGI3039 01/31/2025 01/31/2026 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Professional Liability,Data Privacy, Each wrongful act 1,000,000 A Network Security Liability-claims made 52SBAAF5779 01/31/2025 01/31/2026 Aggregate limit 2,000,000 retro date 1/14/2014 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers are named as additional insured provided this is required by prior written contract per the attached endorsement. 30-day notice of cancellation applies. Digitally signed by Tu Tran Tu Tran Nguyen Date:202111.24 APPROVED Nguyen 13:41:11-0s'00' By Tu Tran Nguyen at 1:40 pm,Nov 24,2025 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Div,4th FI AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza Santa Ana, CA 92701 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory"; Insuring Agreement (b) The "bodily injury" or "property damage" occurs during the policy a. We will pay those sums that the insured period; and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the "bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or"suit"that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1. of Section explicitly provided for under Coverage C. — Who Is An Insured or any "employee" Extension-Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an "occurrence" or claim: (1) To "bodily injury" and "property (1) Reports all, or any part, of the "bodily damage" only if: injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury"or"property damage"; or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend: be deemed to be caused by an "occurrence", but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehicle to which Business Liability (b) You are not engaged in the Coverage for"bodily injury" applies. We business or occupation of providing do not have to furnish these bonds. such services. (3) The cost of appeal bonds or bonds to (2) For the purpose of determining the release attachments, but only for bond limits of insurance for incidental medical amounts within the applicable limit ofinsurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one"occurrence". investigation or defense of the claim or 2. MEDICAL EXPENSES "suit", including actual loss of earnings up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the "suit". accident: (6) Prejudgment interest awarded against (1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent; or applicable limit of insurance, we will not (3) Because of your operations; pay any prejudgment interest based on that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will (3) The obligation to defend, or the cost of not reduce the Limits of Insurance. the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same "insured contract"; and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when: information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements; or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph (6)above, are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee; and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (i) Cooperate with us in the standpoint of the insured. This investigation, settlement or exclusion does not apply to "bodily defense of the "suit"; injury" or "property damage" resulting from the use of reasonable force to (ii) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the "suit"; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv) Cooperate with us with 1 "Bodilyinjury"or"property dama e"; or respect to coordinating other ( ) ry g applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit"; and (a) "Bodily injury", "property damage"or (ii) Conduct and control the "personal and advertising injury"that defense of the indemnitee in the insured would have in the such "suit". absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of(1) above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract". the cost of, that party's defense f. Pollution has also been assumed in the same"insured contract", and (1) "Bodily injury", "property damage" or "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against seepage, migration, release or escape civil or alternative disputee of"pollutants": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodily injury" if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol; or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that is used to relating to the sale, gift, distribution or heat water for personal use, by use of alcoholic beverages. the building's occupants or their guests; This exclusion applies only if you are in the ii "Bodilyinjury" or "property in u business of manufacturing, distributing, ( ) damage" for which you may be damag selling, serving or furnishing alcoholic held liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury"to: such premises, site or location (1) An "employee" of the insured arising is not and never was owned or out of and in the course of: occupied by, or rented or loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor; or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, (ii) Any person or organization for smoke or fumes from a whom you may be legally "hostile fire"; or responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes i. War operation and "loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by (1) A watercraft while ashore on premises governmental authority in hindering or you own or rent; defending against any of these. j. Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily injury" or "property damage", whether appearance or skin enhancement, hair the other insurance is primary, excess, removal or replacement or personal grooming; contingent or on any other basis. h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To (a) Body piercing (not including ear Premises Rented To You as described in Section D. - Limits Of Insurance. piercing); Paragraph (2) of this exclusion does not (b) Tattooing, including but not limited apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you. (c) Similar services; Paragraphs (3) and (4) of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs (3) and (4) of this exclusion do Paragraphs (4) and (5) of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A. - Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included in the "Property damage"to: "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the"property damage"arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically which you or any contractors or injured, arising out of: subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or"your work"; or arises out of those operations;or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work"; or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your "advertisement"; person's right of privacy created by any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; advertisement"; (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images;or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would (15) Arising out of discrimination or not have occurred in whole or in humiliation committed by or at the part but for the "asbestos hazard"; direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury" to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury"to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices described in Paragraphs (a), (b), or(c) law; or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss,costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to a. Any Insured their duties as trustees. To any insured, except"volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or organization responsible for the conduct of The insurance afforded herein for any such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability. insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization(s) (referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for its own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change with respect to their liability for "bodily injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any 'occurrence" which takes (b) 'Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one 'occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. — Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or"suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the Declarations. 6. How Limits Apply To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the You or any additional insured must see to other insurer for defense and indemnity. it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you or temporarily occupied by you with settlement means a settlement and release of liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner; insurance applies: a. As if each Named Insured were the only (4) Aircraft, Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos"or watercraft to a claim is made or"suit" is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured —Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following b. With respect to the insurance afforded to additional exclusions apply: these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such (2) Structural alterations, new person or organization. construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision —Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or(f); or provides coverage for "bodily injury" or "property damage" included within the (ii) Such inspections, "products-completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured —Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional i (5) Newspaper; nsured(s); or (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement" does not include: "products-completed operations a. The design, printed material, information hazard". or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property b. An interactive conversation between or damage" or "personal an advertising injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in a. above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you in the territory described in a.above; a. A contract for a lease of premises. However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property 8. "Employee" includes a leased worker". damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage" is caused, in whole or in part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous;or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e. Vehicles not described in a., b., c., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage; or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render professional services, including those f. Vehicles not described in a., b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes inspection, architectural or other than the transportation of persons or engineering activities. cargo. 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment" but firm, to perform duties related to the conduct of will be considered "autos": your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker". gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or"auto"; (c) Street cleaning; b. While it is in or on an aircraft, watercraft or (2) Cherry pickers and similar devices "auto"; or mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or "auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto". well servicing equipment. 15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury" means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of: privacy; (1) The transportation of property, unless f. Copying, in your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea" or style of"advertisement"; or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement"; or insured; or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials. 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means: thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. "Products-completed operations hazard"; physical injury that caused it; or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or"your work" except: "occurrence"that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession; or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent; or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your"employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product": a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of"your work"; and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. 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 Page 24 of 24 Form SS 00 08 04 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other If notice is mailed, proof of mailing to the last known than for non-payment of premium, notice of such mailing address of the certificate holder(s) on file with cancellation will be provided at least thirty (30) days the agent of record or the Company will be sufficient in advance of the cancellation effective date to the proof of notice. certificate holder(s) with mailing addresses on file Any notification rights provided by this endorsement with the agent of record or the Company. apply only to active certificate holder(s) who were issued B. If this policy is cancelled by the company for non- a certificate of insurance applicable to this policy's term. payment of premium, or by the insured, notice of Failure to provide such notice to the certificate holder(s) such cancellation will be provided within ten (10) will not amend or extend the date the cancellation days of the cancellation effective date to the becomes effective, nor will it negate cancellation of the certificate holder(s) with mailing addresses on file policy. Failure to send notice shall impose no liability of with the agent of record or the Company. any kind upon the Company or its agents or representatives. Form SS 12 23 06 11 Page 1 of 1 © 2011, The Hartford COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.I. - WHO IS AN INSURED - of partnership or joint venture, formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an "insured" under any other automobile (1) The agreement requires you to policy or would be an "insured" under provide direct primary insurance for the lessor and such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) The "auto" is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (1) Paragraph A.I. - WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add: (b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured", but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury" or "property damage" caused injury" or "property damage" that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered "auto." Paragraph A.I. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also If you have agreed in a written contract primary, we will share with all that other or written agreement that another insurance by the method described in person or organization be added as an Other Insurance 5.d. additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this insurance is primary and we will not (b) The Limits of Insurance shown in seek contribution from that other the Declarations. insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss We will share the remaining loss, if any, by the If you have agreed in a written contract method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also 5. PHYSICAL DAMAGE - ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this insurance will Paragraph AA.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOAN/LEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered "auto", we will pay your additional legal "employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the "outstanding balance"of the loan/lease. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of "loss" less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional "auto" you own, then the Physical Damage mileage charges; excess wear and tear charges; Coverages provided are extended to "autos"you lease termination fees; security deposits not hire or borrow, subject to the following limit. returned by the lessor; costs for extended warranties, credit life Insurance, health, accident The most we will pay for "loss" to any hired or disability insurance purchased with the loan or "auto" is: lease; and carry-over balances from previous (1) $100,000; loans or leases. (2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the "loss"; or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE, the following is added: whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage. No deductible applies to "loss" caused g, ELECTRONIC EQUIPMENT - BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs BA - and excess provisions, we will provide coverage EXCLUSIONS - of SECTION III - PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered "auto"you own. following: We will also cover loss of use of the hired "auto" Exclusions 4.c. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely liable and the lessor incurs an actual financial by use of the power from the "auto's" loss, subject to a maximum of $1000 per electrical system that, at the time of"loss", "accident". is: This extension of coverage does not apply to (1) Permanently installed in or upon any "auto" you hire or borrow from any of your the covered "auto"; "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1)and (2) above; or ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system. the same "accident", the following applies: b.Section III — Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for "loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT, CLAIM, SUIT OR LOSS equipment(other than equipment designed solely for the reproduction of sound, and The requirement in LOSS CONDITIONS 2.a. - accessories used with such equipment) DUTIES IN THE EVENT OF ACCIDENT,CLAIM, that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV - BUSINESS audio, visual or data signals which, at the AUTO CONDITIONS that you must notify us of time of"loss", is: an "accident" applies only when the "accident" is known to: (1) Permanently installed in or upon the covered "auto" in a housing, (1) You, if you are an individual; opening or other location that is not (2) A partner, if you are a partnership; normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company; or such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS integral part of that equipment; or (3)An integral part of such equipment. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO -COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A. -COVERAGE -of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "bodily injury" or "property damage" is "auto"to you. determined in a "suit,"the "suit" is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D.-DEDUCTIBLE-of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss" is $10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2. of the COMMON POLICY combustion engine and one or more electric CONDITIONS - CANCELLATION - applies motors to move the auto, or the internal combustion engine to charge one or more except as follows: electric motors, which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an "auto" for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid" auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed on the covered "auto" at the Loss, or Collision coverages are provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.lf the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500, of the "non-hybrid" auto's not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5 POLICY NUMBER: 52 SBA AF5779 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION THE CITY OF ATLANTA 68 MITCHELL ST ATLANTA, GA 30303 CITY OF AMARILLO ATTN: PURCHASING DEPARTMENT P 0 BOX 1971 AMARILLO, TX 79135 CITY OF NOVATO 75 ROWLAND WAY #200 NOVATO, CA 94945-5054 CITY OF OCEANSIDE 300 NORTH COAST HWY OCEANSIDE, CA 92054 CITY OF PORTLAND 1120 SW 5TH AVE ROOM 750 PORTLAND, OR 97204 CITY OF SANTA ANA IT'S OFFICERS, EMPLOYEES, AGENTS & REPRESENTATIVES 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 COUNTY OF PLACER C/O EBIX BPO P 0 BOX 257 PORTLAND, MI 48875 FULTON COUNTY GOVERNMENT DEPARTMENT OF PURCHASING & CONTRACT COMPLIANCE 130 PEACHTREE STREET SW. SUITE 1168 ATLANTA, GA 30303-3459 PLACER COUNTY WATER AGENCY P 0 BOX 6570 AUBURN, CA 95604 Form IH 12 00 11 85 T SEQ. NO. 003 Printed in U.S.A. Page 001 (CONTINUED ON NEXT PAGE) Process Date: 11/19/25 Expiration Date: 01/31/26 POLICY NUMBER: 52 SBA AF5779 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION THE CITY OF ELK GROVE ITS OFFICIALS, EMPLOYEES, AGENTS, AND VOLUNTEERS PO BOX 20270 LONG BEACH CA 90801 CITY OF FRESNO C/O ISD 2600 FRESNO ST. , ROOM 1059 FRESNO, CA 93721 CITY OF ASHLAND 20 EAST MAIN STREET ASHLAND, OR 97520 Form IH 12 00 11 85 T SEQ. NO. 003 Printed in U.S.A. Page 002 (CONTINUED ON NEXT PAGE) Process Date: 11/19/25 Expiration Date: 01/31/26 AGENCY CUSTOMER ID: 00162567 LOC#: ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED M&G Insurance Selectron Technologies,Inc.Selectron Enterprise POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance:Notes DATA BREACH COVERAGE Sentinel Insurance Company Ltd 1/31/2025-1/31/2026 policy#52S BAAF5779 Claims made Data Breach-response expenses$500,000 Data Breach-defense and liability$500,000 retro date:1/31/2014 ACORD 101 (2008/01) © 2008ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Additional Named Insureds Other Named Insureds Selectron Payment Services LLC STC2 Inc OFAPPINF(02/2007) COPYRIGHT 2007,AMS SERVICES INC vkmaa POLICY INSURER LIST BY JURISDICTION INSURER NAIC JURISDICTION Hartford Fire Insurance Company 19682 NC NV ONE HARTFORD PLAZA HARTFORD CT 06155 Trumbull Insurance Company 27120 TX ONE HARTFORD PLAZA HARTFORD CT 06155 Hartford Casualty Insurance Company 29424 WI FL ONE HARTFORD PLAZA HARTFORD CT 06155 Twin City Fire Insurance Company 29459 IN OR WA OK ONE HARTFORD PLAZA HARTFORD CT 06155 Hartford Insurance Company of the Midwest 37478 NY ONE HARTFORD PLAZA HARTFORD CT 06155 Hartford Insurance Company of Illinois 38288 IL ONE HARTFORD PLAZA HARTFORD CT 06155 THE COVERAGE PROVIDED IN EACH JURISDICTION IS WITH RESPECT TO THE LOCATIONS OF THE NAMED INSURED IN THAT JURISDICTION IN ACCORDANCE WITH THE WORKERS' COMPENSATION LAW OF THAT JURISDICTION. AS USED IN THIS POLICY, "COMPANY", "WE", "US"AND "OURS" MEAN THE MEMBER INSURANCE COMPANIES OF THE HARTFORD INSURANCE GROUP COLLECTIVELY PROVIDING THIS INSURANCE. Nothing herein, contained shall be held to vary, waive, alter or extend any of the terms, conditions, agreements or information of the policy, other than as herein stated. Form WC 66 04 40 Printed in U.S.A. Process Date: 12/22/24 Policy Expiration Date: 01/31/26 DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 03/10/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Kylie Steeves NAME: Trucordia Insurance Services,LLC PHONE FAX A/C No Ext: A/C,No): Trucordia Ins Svs,LLC DBA: E-MAIL Certs.10095@Trucordia.com ADDRESS: 7150 SW Hampton St.Suite 140 INSURER(S)AFFORDING COVERAGE NAIC# Tigard OR 97223 INSURERA: Sentinel Insurance Company,Ltd 11000 INSURED INSURER B: Hartford Accident and Indemnity Company 22357 Selectron Technologies,Inc. INSURER C: The Hartford Rated by Multiple Companies 00914 Selectron Enterprise Services LLC INSURER D: 13535 SW 72nd Ave Ste 200 INSURER E: Portland OR 97223 INSURER F: COVERAGES CERTIFICATE NUMBER: 26/27 GL BA CYB UMB WC REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE FX OCCUR PREM SDAMAGES Ea oNcurDrence $ 1,000,000 MED EXP(Any one person) $ 10,000 A Y 52SBAAF5779 01/31/2026 01/31/2027 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY ❑ PRO ❑ LOC PRODUCTS-COMP/OPAGG $ 2,000,000 JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED Y 52UECPT5600 01/31/2026 01/31/2027 BODI LY I NJ U RY(Pe r accide nt) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LAB CLAIMS-MADE 52SBAAF5779 01/31/2026 01/31/2027 AGGREGATE $ 5,000,000 DED I X1 RETENTION $ 10,000 $ WORKERS COMPENSATION X STATUTE EORH AND EMPLOYERS'LIABI LI TY YIN 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ C OFFICER/MEMBER EXCLUDED? N/A 52WBCGI3039 01/31/2026 01/31/2027 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Professional Liability,Data Privacy, Each wrongful act 2,000,000 A Network Security Liability-claims made 52SBAAF5779 01/31/2026 01/31/2027 Aggregate limit 2,000,000 Retro date 1/14/2014 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Santa Ana,its officers,employees,agents&representatives are named as additional insured provided this is required by prior written contract per the attached endorsement. 30-day notice of cancellation applies. APPROVED By Tu Tran Nguyen at 4:40 pm,Mar 23,2026 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Div,4th FI AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza Santa Ana CA 92701 Kam- @ 19888-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: ADDITIONAL REMARKS SCHEDULE Page of AGENCY NAMED INSURED Trucordia Insurance Services,LLC Selectron Technologies,Inc. POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance:Notes Data Breach Coverage Insurer:Sentinel Insurance Company Ltd NAIC#:11000 Policy Term:1/31/2026-1/31/2027 Policy Number:52SBAAF5779 Claims made Data Breach-response expenses:$500,000 Data Breach-defense and liability:$500,000 Retroactive Date:1/31/2014 ACORD 101 (2008/01) © 2008ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other If notice is mailed, proof of mailing to the last known than for non-payment of premium, notice of such mailing address of the certificate holder(s) on file with cancellation will be provided at least thirty (30) days the agent of record or the Company will be sufficient in advance of the cancellation effective date to the proof of notice. certificate holder(s) with mailing addresses on file Any notification rights provided by this endorsement with the agent of record or the Company. apply only to active certificate holder(s) who were issued B. If this policy is cancelled by the company for non- a certificate of insurance applicable to this policy's term. payment of premium, or by the insured, notice of Failure to provide such notice to the certificate holder(s) such cancellation will be provided within ten (10) will not amend or extend the date the cancellation days of the cancellation effective date to the becomes effective, nor will it negate cancellation of the certificate holder(s) with mailing addresses on file policy. Failure to send notice shall impose no liability of with the agent of record or the Company. any kind upon the Company or its agents or representatives. Form SS 12 23 06 11 Page 1 of 1 © 2011, The Hartford 52UECPT5600 COMMERCIAL AUTOMOBILE HA99161221 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED e. Employees as Insureds Paragraph .1. - WHO IS AN INSURED - of (1). Any "employee" of yours while using a Section II - Liability Coverage is amended to covered "auto" you don't own, hire or add the following: borrow in your business or your personal d. Subsidiaries and Newly Acquired or affairs. Formed Organizations f. Lessors as Insureds The Named Insured shown in the Declarations (1). The lessor of a covered "auto" while the is amended to include: "auto" is leased to you under a written (1) Any legal business entity other than a agreement if: partnership or joint venture, formed as a (a) The agreement requires you to subsidiary in which you have an provide direct primary insurance for ownership interest of more than 50% on the lessor and the effective date of the Coverage Form. (b) The "auto" is leased without a driver. However, the Named Insured does not Such a leased "auto" will be considered a include any subsidiary that is an "insured" covered "auto" you own and not a covered under any other automobile policy or "auto"you hire. would be an "insured" under such a policy but for its termination or the exhaustion of g. Additional Insured if Required by Contract its Limit of Insurance. (1) When you have agreed, in a written (2) Any organization that is acquired or contract or written agreement, that a formed by you and over which you person or organization be added as an maintain majority ownership. However, additional insured on your business auto the Named Insured does not include any policy, such person or organization is an newly formed or acquired organization: "insured", but only to the extent such (a) That is a partnership or joint venture, person or organization is liable for "bodily injury" or "property damage" caused by (b) That is an "insured" under any other the conduct of an "insured" under policy, paragraphs a. or b. of Who Is An Insured (c) That has exhausted its Limit of with regard to the ownership, Insurance under any other policy, or maintenance or use of a covered "auto." (d) 180 days or more after its acquisition The insurance afforded to any such or formation by you, unless you have additional insured applies only if the given us notice of the acquisition or "bodily injury" or "property damage" formation. occurs: Coverage does not apply to "bodily injury" (a) During the policy period, and or "property damage" that results from an (b) Subsequent to the execution of such "accident" that occurred before you written contract, and formed or acquired the organization. Form HA 99 16 12 21 Page 1 of 5 ©2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) 52UECPT5600 (c) Prior to the expiration of the period of This insurance is primary if you have time that the written contract requires agreed in a written contract or written such insurance be provided to the agreement that this insurance be primary. additional insured. If other insurance is also primary, we will (2) How Limits Apply share with all that other insurance by the method described in Other Insurance 5.d. If you have agreed in a written contract or written agreement that another person or (2) Primary And Non-Contributory To Other organization be added as an additional Insurance When Required By Contract insured on your policy, the most we will If you have agreed in a written contract or pay on behalf of such additional insured is written agreement that this insurance is the lesser of: primary and non-contributory with the (a) The limits of insurance specified in the additional insured's own insurance, this written contract or written agreement; insurance is primary and we will not seek or contribution from that other insurance. (b) The Limits of Insurance shown in the Paragraphs (1) and (2) do not apply to other Declarations. insurance to which the additional insured has Such amount shall be a part of and not in been added as an additional insured. addition to Limits of Insurance shown in When this insurance is excess, we will have the Declarations and described in this no duty to defend the insured against any Section. "suit" if any other insurer has a duty to defend (3) Additional Insureds Other Insurance the insured against that "suit". If no other insurer defends, we will undertake to do so, If we cover a claim or "suit" under this but we will be entitled to the insured's rights Coverage Part that may also be covered against all those other insurers. by other insurance available to an When this insurance is excess over other additional insured, such additional insured insurance, we will pay only our share of the must submit such claim or "suit" to the amount of the loss, if any, that exceeds the other insurer for defense and indemnity. sum of: However, this provision does not apply to (1) The total amount that all such other the extent that you have agreed in a insurance would pay for the loss in the written contract or written agreement that absence of this insurance; and this insurance is primary and non-contributory with the additional (2) The total of all deductible and self-insured insured's own insurance. amounts under all that other insurance. (4) Duties in The Event Of Accident, Claim, We will share the remaining loss, if any, by Suit or Loss the method described in SECTION IV- If you have agreed in a written contract or Business Auto Conditions, B. General written agreement that another person or Conditions, Other Insurance 5.d. organization be added as an additional 3. AUTOS RENTED BY EMPLOYEES insured on your policy, the additional Any "auto" hired or rented by your "employee" on insured shall be required to comply with your behalf and at your direction will be the provisions in LOSS CONDITIONS 2. - considered an "auto" you hire. DUTIES IN THE EVENT OF ACCIDENT, The SECTION IV- Business Auto Conditions, B. CLAIM , SUIT OR LOSS — OF SECTION General Conditions, 5. OTHER INSURANCE IV — BUSINESS AUTO CONDITIONS, in Condition is amended by adding the following: the same manner as the Named Insured. 2. Primary and Non-Contributory if Required e. If an "employee's" personal insurance also b Contract applies on an excess basis to a covered Y "auto" hired or rented by your "employee" on Only with respect to insurance provided to an your behalf and at your direction, this additional insured in A.1.g. - Additional insurance will be primary to the "employee's" Insured If Required by Contract, the following personal insurance. provisions apply: (1) Primary Insurance When Required By Contract Page 2 of 5 Form HA 99 16 12 21 52UECPT5600 4. AMENDED FELLOW EMPLOYEE EXCLUSION obligation for any difference between the actual EXCLUSION 5. - FELLOW EMPLOYEE - of cash value of the "auto" at the time of the "loss" SECTION II - LIABILITY COVERAGE does not and the "outstanding balance" of the loan/lease. apply if you have workers' compensation "Outstanding balance" means the amount you insurance in-force covering all of your owe on the loan/lease at the time of "loss" less "employees". any amounts representing taxes; overdue Coverage is excess over any other collectible payments; penalties, interest or charges resulting insurance. from overdue payments; additional mileage charges; excess wear and tear charges; lease 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE termination fees; security deposits not returned by If hired "autos" are covered "autos" for Liability the lessor; costs for extended warranties, credit Coverage and if Comprehensive, Specified life Insurance, health, accident or disability Causes of Loss, or Collision coverages are insurance purchased with the loan or lease; and provided under this Coverage Form for any "auto" carry-over balances from previous loans or you own, then the Physical Damage Coverages leases. provided are extended to "autos" you hire or g, AIRBAG COVERAGE borrow, subject to the following limit. Under Paragraph B. EXCLUSIONS - of SECTION The most we will pay for "loss" to any hired "auto" III - PHYSICAL DAMAGE COVERAGE, the is: following is added: (1) $100,000; The exclusion relating to mechanical breakdown (2) The actual cash value of the damaged or does not apply to the accidental discharge of an stolen property at the time of the "loss"; or airbag. (3) The cost of repairing or replacing the 9. ELECTRONIC EQUIPMENT - BROADENED damaged or stolen property, COVERAGE whichever is smallest, minus a deductible. The a. The exceptions to Paragraphs BA - deductible will be equal to the largest deductible EXCLUSIONS - of SECTION III - PHYSICAL applicable to any owned "auto" for that coverage. DAMAGE COVERAGE are replaced by the No deductible applies to "loss" caused by fire or following: lightning. Hired Auto Physical Damage coverage Exclusions 4.c. and 4.d. do not apply to is excess over any other collectible insurance. equipment designed to be operated solely by Subject to the above limit, deductible and excess use of the power from the "auto's" electrical provisions, we will provide coverage equal to the broadest coverage applicable to any covered system that, at the time of"loss", is: "auto"you own. (1) Permanently installed in or upon the We will also cover loss of use of the hired "auto" if covered "auto"; it results from an "accident", you are legally liable (2) Removable from a housing unit which is and the lessor incurs an actual financial loss, permanently installed in or upon the subject to a maximum of$1000 per"accident". covered "auto"; This extension of coverage does not apply to any (3) An integral part of the same unit housing "auto" you hire or borrow from any of your any electronic equipment described in "employees", partners (if you are a partnership), Paragraphs (1) and (2) above; or members (if you are a limited liability company), (4) Necessary for the normal operation of the or members of their households. covered "auto" or the monitoring of the 6. PHYSICAL DAMAGE - ADDITIONAL covered "auto's" operating system. TEMPORARY TRANSPORTATION EXPENSE b. Section III, Physical Damage Coverage, Limit COVERAGE of Insurance, Paragraph C.2. is amended to Paragraph AA.a. of SECTION III - PHYSICAL add the following: DAMAGE COVERAGE is amended to provide a $1,500 is the most we will pay for "loss" in limit of $50 per day and a maximum limit of any one "accident" to all electronic equipment $1,000. (other than equipment designed solely for the 7. LOAN/LEASE GAP COVERAGE reproduction of sound, and accessories used with such equipment) that reproduces, Under SECTION III - PHYSICAL DAMAGE receives or transmits audio, visual or data COVERAGE, in the event of a total "loss" to a signals which, at the time of "loss", is: covered "auto", we will pay your additional legal Form HA 99 16 12 21 Page 3 of 5 52UECPT5600 (1) Permanently installed in or upon the (2) A partner, if you are a partnership; covered "auto" in a housing, opening or (3) A member, if you are a limited liability other location that is not normally used by company; or the "auto" manufacturer for the installation of such equipment; (4) An executive officer or insurance manager, if you are a corporation. (2) Removable from a permanently installed 14. UNINTENTIONAL FAILURE TO DISCLOSE housing unit as described in Paragraph 2.a. above or is an integral part of that HAZARDS equipment; or If you unintentionally fail to disclose any hazards (3) An integral part of such equipment. existing at the inception date of your policy, we c. For each covered "auto", should loss be will not deny coverage under this Coverage Form because of such failure. limited to electronic equipment only, our obligation to pay for, repair, return or replace 15. HIRED AUTO - COVERAGE TERRITORY damaged or stolen electronic equipment will SECTION IV, BUSINESS AUTO CONDITIONS, be reduced by the applicable deductible PARAGRAPH B. GENERAL CONDITIONS, 7. - shown in the Declarations, or $250, whichever POLICY PERIOD, COVERAGE TERRITORY - is deductible is less. added to include the following: 10. EXTRA EXPENSE - BROADENED COVERAGE (6) For short-term hired "autos", the coverage Under Paragraph A. - COVERAGE - of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "auto" to you. "bodily injury" or "property damage" is 11. GLASS REPAIR-WAIVER OF DEDUCTIBLE determined in a "suit," the "suit" is brought in the United States of America, the territories Under Paragraph D. - DEDUCTIBLE - of and possessions of the United States of SECTION III - PHYSICAL DAMAGE COVERAGE, America, Puerto Rico or Canada or in a the following is added: settlement we agree to. No deductible applies to glass damage if the glass 16. WAIVER OF SUBROGATION is repaired rather than replaced. Paragraph 5. TRANSFER OF RIGHTS OF 12. TWO OR MORE DEDUCTIBLES RECOVERY AGAINST OTHERS TO US - of Under Paragraph D. - DEDUCTIBLE - of SECTION IV - BUSINESS AUTO CONDITIONS SECTION III - PHYSICAL DAMAGE COVERAGE, A. Loss Conditions is amended by adding the the following is added: following: If another Hartford Financial Services Group, Inc. We waive any right of recovery we may have company policy or coverage form that is not an against any person or organization with whom you automobile policy or coverage form applies to the have a written contract that requires such waiver same "accident", the following applies: because of payments we make for damages (1) If the deductible under this Business Auto under this Coverage Form. Coverage Form is the smaller (or smallest) 17. RESULTANT MENTAL ANGUISH COVERAGE deductible, it will be waived; The definition of "bodily injury" in SECTION V- (2) If the deductible under this Business Auto DEFINITIONS, C. is replaced by the following: Coverage Form is not the smaller (or "Bodily injury" means bodily injury, sickness or smallest) deductible, it will be reduced by the disease sustained by any person, including amount of the smaller (or smallest) mental anguish or death resulting from any of deductible. these. 13. AMENDED DUTIES IN THE EVENT OF 18. EXTENDED CANCELLATION CONDITION ACCIDENT, CLAIM, SUIT OR LOSS Paragraph 2. of the COMMON POLICY The requirement in LOSS CONDITIONS 2.a. - CONDITIONS - CANCELLATION - applies except DUTIES IN THE EVENT OF ACCIDENT, CLAIM, as follows: SUIT OR LOSS - of SECTION IV - BUSINESS If we cancel for any reason other than AUTO CONDITIONS that you must notify us of an nonpayment of premium, we will mail or deliver to "accident" applies only when the "accident" is the first Named Insured written notice of known to: cancellation at least 60 days before the effective (1) You, if you are an individual; date of cancellation. Page 4 of 5 Form HA 99 16 12 21 52UECPT5600 19. HYBRID, ELECTRIC, OR NATURAL GAS b. A "hybrid" auto is defined as an auto with an VEHICLE PAYMENT COVERAGE internal combustion engine and one or more In the event of a total loss to a "non-hybrid" auto electric motors; and that uses the internal for which Comprehensive, Specified Causes of combustion engine and one or more electric Loss, or Collision coverages are provided under motors to move the auto, or the internal this Coverage Form, then such Physical Damage combustion engine to charge one or more Coverages are amended as follows: electric motors, which move the auto. a. If the auto is replaced with a "hybrid" auto or 20. VEHICLE WRAP COVERAGE an auto powered solely by electricity or In the event of a total loss to an "auto" for which natural gas, we will pay an additional 10%, to Comprehensive, Specified Causes of Loss, or a maximum of $2,500, of the "non-hybrid" Collision coverages are provided under this auto's actual cash value or replacement cost, Coverage Form, then such Physical Damage whichever is less, Coverages are amended to add the following: b. The auto must be replaced and a copy of a In addition to the actual cash value of the "auto", bill of sale or new lease agreement received we will pay up to $1,000 for vinyl vehicle wraps by us within 60 calendar days of the date of which are displayed on the covered "auto" at the "loss," time of total loss. Regardless of the number of c. Regardless of the number of autos deemed a autos deemed a total loss, the most we will pay total loss, the most we will pay under this under this Vehicle Wrap Coverage provision for Hybrid, Electric, or Natural Gas Vehicle any one "loss" is $5,000. For purposes of this Payment Coverage provision for any one coverage provision, signs or other graphics "loss" is $10,000. painted or magnetically affixed to the vehicle are For the purposes of the coverage provision, not considered vehicle wraps. a. A "non-hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. Form HA 99 16 12 21 Page 5 of 5 52SBAAF5779 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension -Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 52SBAAF5779 AV it BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory"; Insuring Agreement (b) The "bodily injury" or "property damage" occurs during the policy a. We will pay those sums that the insured period; and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the "bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or"suit" that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1. of Section explicitly provided for under Coverage C. — Who Is An Insured or any "employee" Extension-Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an "occurrence" or claim: (1) To "bodily injury" and "property (1) Reports all, or any part, of the "bodily damage" only if: injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM 52SBAAF5779 (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury"or"property damage"; or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury . professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit' medical technician or paramedic shall against an insured we defend: be deemed to be caused by an occurrence , but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehicle to which Business Liability (b) You are not engaged in the Coverage for"bodily injury" applies. We business or occupation of providing do not have to furnish these bonds. such services. (3) The cost of appeal bonds or bonds to (2) For the purpose of determining the release attachments, but only for bond limits of insurance for incidental medical amounts within the applicable limit ofinsurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one "occurrence". investigation or defense of the claim or 2. MEDICAL EXPENSES "suit', including actual loss of earnings up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the "suit'. accident: (6) Prejudgment interest awarded against (1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent; or applicable limit of insurance, we will not (3) Because of your operations; pay any prejudgment interest based on that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 52SBAAF5779 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will (3) The obligation to defend, or the cost of not reduce the Limits of Insurance. the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same "insured contract"; and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when: information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements; or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph (6)above, are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee; and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (i) Cooperate with us in the standpoint of the insured. This exclusion does not apply to "bodily investigation, settlement or injury" or "property damage" resulting defense of the "suit"; from the use of reasonable force to (i i) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the "suit"; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv) Cooperate with us with 1 "Bodilyinjury"or" ro ert damage"; or respect to coordinating other ( ) p p y g applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit"; and (a) "Bodily injury", "property damage"or (ii) Conduct and control the "personal and advertising injury"that defense of the indemnitee in the insured would have in the such "suit". absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM 52SBAAF5779 (b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of(1) above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a parry other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract". the cost of, that party's defense f. Pollution has also been assumed in the same"insured contract", and (1) "Bodily injury", "property damage" or personal and advertising injury (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against seepage, migration, release or escape civil or alternative disputee of"pollutants": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodily injury" if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol; or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that is used to relating to the sale, gift, distribution or heat water for personal use, by use of alcoholic beverages. the buildings occupants or their guests; This exclusion applies only if you are in the (rr "Bodilyinjury" or "property business of manufacturing, distributing, ) damage" for which you may be selling, serving or furnishing alcoholic held liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury" to: such premises, site or location (1) An "employee" of the insured arising is not and never was owned or out of and in the course of: occupied by, or rented or loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 52SBAAF5779 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor; or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, (ii) Any person or organization for smoke or fumes from a whom you may be legally hostile fire"; or responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM 52SBAAF5779 g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes i. War operation and "loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by (1) A watercraft while ashore on premises governmental authority in hindering or you own or rent; defending against any of these. j. Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury or property damage", whether removal or replacement or personal the other insurance is primary, excess, contingent or on any other basis. grooming; h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 00 08 04 05 52SBAAF5779 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To (a) Body piercing (not including ear Premises Rented To You as described in Section D. - Limits Of Insurance. piercing); b piercing); in Paragraph (2) of this exclusion does not ( ) g, including but not limited apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you. (c) Similar services; Paragraphs (3) and (4) of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs (3) and (4) of this exclusion do Paragraphs (4) and (5) of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A. -Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included in the "Property damage" to: "products-completed operations hazard". (1) Property you own, rent or occupy, 1. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the"property damage"arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically which you or any contractors or injured, arising out of: subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or"your work"; or arises out of those operations; or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM 52SBAAF5779 o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work"; or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your "advertisement"; persons right of privacy created by any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; "advertisement"; (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 52SBAAF5779 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would (15) Arising out of discrimination or not have occurred in whole or in part but for the asbestos hazard humiliation committed by or at the , direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury" to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices described in Paragraphs (a), (b), or(c) law; or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss, costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 52SBAAF5779 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to a. Any Insured their duties as trustees. To any insured, except"volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other than either your executive officers (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation 'volunteer workers" are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 52SBAAF5779 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability. insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM 52SBAAF5779 contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises inconnection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization damage" arising out of the soles) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or(f); or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 52SBAAF5779 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any 'occurrence" which takes (b) 'Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM 52SBAAF5779 (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one 'occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. — Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or"suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the Declarations. 6. How Limits Apply To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 52SBAAF5779 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the You or any additional insured must see to other insurer for defense and indemnity. it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM 52SBAAF5779 This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you or temporarily occupied by you with settlement means a settlement and release of liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner; insurance applies: a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos" or watercraft to a claim is made or"suit" is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 52SBAAF5779 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM 52SBAAF5779 F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured —Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following b. With respect to the insurance afforded to additional exclusions apply: these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such (2) Structural alterations, new person or organization. construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision —Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 52SBAAF5779 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) Bodily injury", property damage or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs d or f or provides coverage for "bodily injury" or ( ) ( )' "property damage" included within the (ii) Such inspections, "products-completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured —Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM 52SBAAF5779 This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional i (5) Newspaper; nsured(s); or (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement" does not include: products-completed operations hazard". a. The design, printed material, information or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property b. An interactive conversation between or damage" or "personal an advertising injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 52SBAAF5779 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in a. above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you in the territory described in a.above; a. A contract for a lease of premises. However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property 8. "Employee" includes a "leased worker". damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage" is caused, in whole or in part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous; or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM 52SBAAF5779 (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e. Vehicles not described in a., b., c., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage; or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render professional services, including those f. Vehicles not described in a., b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes inspection, architectural or other than the transportation of persons or engineering activities. cargo. 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment" but firm, to perform duties related to the conduct of will be considered "autos": your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker". gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or"auto"; (c) Street cleaning; b. While it is in or on an aircraft, watercraft or (2) Cherry pickers and similar devices "auto"; or mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or "auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto". well servicing equipment. 15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury" means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 52SBAAF5779 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of: privacy; (1) The transportation of property, unless f. Copying, in your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea" or style of"advertisement"; or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement"; or insured; or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials. 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means: thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. "Products-completed operations hazard"; physical injury that caused it; or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or"your work" except: "occurrence"that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession; or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent; or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your"employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM 52SBAAF5779 b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product": a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of"your work"; and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. 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 Page 24 of 24 Form SS 00 08 04 05 It POLICY NUMBER: 52 SBA AF5779 "A THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION THE CITY OF ATLANTA 68 MITCHELL ST ATLANTA, GA 30303 CITY OF AMARILLO ATTN: PURCHASING DEPARTMENT P O BOX 1971 AMARILLO, TX 79135 CITY OF NOVATO 75 ROWLAND WAY #200 NOVATO, CA 94945-5054 CITY OF OCEANSIDE 300 NORTH COAST HWY OCEANSIDE, CA 92054 CITY OF PORTLAND 1120 SW 5TH AVE ROOM 750 PORTLAND, OR 97204 CITY OF SANTA ANA ITS OFFICERS,EMPLOYEES,AGENTS&REPRESENTATIVES 20 CIVIC CENTER PLAZA SANTA ANA,CA 92701 COUNTY OF PLACER C/O EBIX BPO P O BOX 257 PORTLAND, MI 48875 FULTON COUNTY GOVERNMENT DEPARTMENT OF PURCHASING & CONTRACT COMPLIANCE 130 PEACHTREE STREET SW. SUITE 1168 ATLANTA, GA 30303-3459 PLACER COUNTY WATER AGENCY P O BOX 6570 AUBURN, CA 95604 Form IH 12 00 11 85 T SEQ. NO. 003 Printed in U.S.A. Page 001 Process Date: 11/05/25 Expiration Date: 01/31/27 POLICY NUMBER: 52 SBA AF5779 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION THE CITY OF ELK GROVE ITS OFFICIALS, EMPLOYEES, AGENTS, AND VOLUNTEERS PO BOX 20270 LONG BEACH CA 90801 CITY OF FRESNO C/O ISD 2600 FRESNO ST. , ROOM 1059 FRESNO, CA 93721 CITY OF ASHLAND 20 EAST MAIN STREET ASHLAND, OR 97520 Form IH 12 00 11 85 T SEQ. NO. 003 Printed in U.S.A. Page 002 Process Date: 11/05/25 Expiration Date: 01/31/27 POLICY NUMBER: 52 SBA AF5779 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTOR - SCHEDULED PERSON OR ORGANIZATION LOC 001 BLDG 001 SALT LAKE CITY CORPORATION PO BOX 145455 SALT LAKE CITY, UT 84114 RE: NUMBER OF JOB LOCATIONS 1 DESCRIPTION OF COMPLETED OPERATIONS 0 Form IH 12 00 11 85 T SEQ. NO. 004 Printed in U.S.A. Page 001 Process Date: 11/05/25 Expiration Date: 01/31/27 POLICY INSURER LIST BY JURISDICTION INSURER NAIC JURISDICTION Hartford Fire Insurance Company 19682 NV NC ONE HARTFORD PLAZA HARTFORD CT 06155 Trumbull Insurance Company 27120 TX ONE HARTFORD PLAZA HARTFORD CT 06155 Hartford Casualty Insurance Company 29424 FL WI ONE HARTFORD PLAZA HARTFORD CT 06155 Twin City Fire Insurance Company 29459 IA OR IN WA OK ONE HARTFORD PLAZA HARTFORD CT 06155 Hartford Insurance Company of the Midwest 37478 NY ONE HARTFORD PLAZA HARTFORD CT 06155 Hartford Insurance Company of Illinois 38288 IL ONE HARTFORD PLAZA HARTFORD CT 06155 THE COVERAGE PROVIDED IN EACH JURISDICTION IS WITH RESPECT TO THE LOCATIONS OF THE NAMED INSURED IN THAT JURISDICTION IN ACCORDANCE WITH THE WORKERS' COMPENSATION LAW OF THAT JURISDICTION. AS USED IN THIS POLICY, "COMPANY", "WE", "US"AND "OURS" MEAN THE MEMBER INSURANCE COMPANIES OF THE HARTFORD INSURANCE GROUP COLLECTIVELY PROVIDING THIS INSURANCE. Nothing herein, contained shall be held to vary, waive, alter or extend any of the terms, conditions, agreements or information of the policy, other than as herein stated. Form WC 66 04 40 Printed in U.S.A. Process Date: 12/22/25 Policy Expiration Date: 01/31/27 EXTENSION OF THE INFORMATION PAGE - ITEM 3.A - STATES COVERED Policy Number: 52 WBC G13039 Endorsement Number: 002 Effective Date: 03/20/26 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: SELECTRON TECHNOLOGIES, INC. 13535 SW 72ND AVE STE 200 PORTLAND OR 97223 Item 3.A. of the Information Page is completed to include the following states: Oregon OR (SPO) Nevada NV(SPO) New York NY (SPO) North Carolina NC (SPO) Texas TX (SPO) California CA(SPO) Florida FL (SPO) Illinois IL (SPO) Wisconsin WI (SPO) Oklahoma OK (SPO) Iowa IA(SPO) Indiana IN (SPO) Form WC 99 03 67 Printed in U.S.A. Process Date: 03/20/26 Policy Expiration Date: 01/31/27