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Home My WebLink AboutE2G2-2013MEMORANDUM To: Francisco Gutierrez Executive Director, F &MSA From: Christine C. Duarte �4 -6— Treasury Manager Subject: CardFlex ACH Processing Application f, F' 1: Y/ Date: March 14, 2013 The Treasury Division entered into an agreement with Easy -2 -Get -2 (E2G2) out of Pasadena, for the development of an on -line business license application program. E2G2 is offering Santa Ana businesses with free web - presence. Enhanced web services will be made available for a monthly subscription fee. Payment services through the on -line application process, will be provided by CardFlex. We currently have an agreement for credit card processing with CardFlex. However, a separate application is needed if we would like to allow the ability to pay via a debit to a checking account (aka ACH or check payment). I have attached the ACH Processing Application required by CardFlex for your signature. As you know, the City of Santa Ana has gone live with a Santa Ana Debit Card through CardFlex. The Debit Card provides residents access to banking services not always available to persons who are not able to provide identification most financial institutions require. Through the use of the SA debit card, residents are afforded discounts provided by Santa Ana businesses who are registered with E2G2's web presence. Although the Debit Card program is live, E2G2, CardFlex and City staff is working on the marketing side of the program. I am told by E2G2 that a launch is anticipated by the summer. The on -line application of business license renewals is scheduled with upcoming Flat Rate renewals (in May). I will continue to keep you posted as we move forward with this program. f 0.rd OFFICE: REP: Emma Baillie ACH Processing Application I Mial SIC: +PC%!PR CESSINGRY& _- . . =W ;n%'� OZi r, Q ACH Processing Program - (SFTP) Virtual Temenal (a) Martially key data into Virtual Temlinai, Or b Upload comma separated values CS files Into Virtual terminal .<..i ><._ ._. BUS'.INES$:1NE0'RM'A.T(G" _.,... . U:..Fit;.,s ".S..rkMs'`;d +TMS",'dC.ta�.c�,�'1s_=cs`, •_:. eg ameCity of Santa Ana ° 714 540 -9737 Numpens: 1 s" Contact Person DBA BuelneaA Christine Duarte o a0on Re20 Civic Center Plaza ma Aadmmcduarte@santa- ana.org Address: ty Santa Ana state: CA ZIPb2701 IO Number: 956000785 of Empbyees: .,.. , +.=�- - tt,.^-a'R: .. ACH;P. ,FWU '.., _ ,. -. I,,. -i"r 'y" -:" �rr� , I 1 x�.. Corporate Credit or Debit Pre - arranged Payment and Deposits Telephone Initiated Entry Web Initiated Entry ❑ CCD Cre I ❑ PPD Credit ❑ PPD Debit ❑ TEL Debit ❑ WEB Debit Merchant's Average Items /Month #; __— Requested maximum $ /Transaction _$;__,_ -- -- Activity Average Item S__ $ / Day $ Average Returns / Month #: $1 Month $ # Trans / Day #: # Trans I Month #. >, `PWNERS7PARiNERSlDFF {OEftS::. ...., < eta ''.t.:...as"ar'"'`"'akv.�t`i� i)Name(print): Title: Equity/ wners ip: Data of Birth: Drivers License # State: Social Home SBCUrit #: Phone: Home Address: City State: Zip 2) Name (print): Title: quity /Ownership: % Date of Birth: Drivers License # State: Social Home Security #: Phone: Home Address: City State: Zip ?r..n 5 ' r �p—i < � . . Bank #1 Name: Account Number: Phone: Bank #2 Name: Account Number: Phone: .,.. �. "6UEINESStPRSiE {$u,a ,.:.., Type of Ownership: ❑ Sole Proprietor ® Partnership B Corporation (State of Incorp: _ _) ® Other Government Number of Years in Business 143 Length of Current Ownership: 143 Other currently /previously awned businesses: / Prior Bankruptcy? ® Do you currently accept Visa Yes ®No Dale Discharged: MasterCard / Discover® Network? ®Yes [3 No (If yes, submit 3 most current statements) Currently Processing with EFT ?: ® Yes® No (if yes, name of current processor): Methods of Marketing: Detailed Description of Business License - Products /Services Sold, "a'...=;: ;REP100lEpur,E` Item Fee: $ 0.25 and 025 % each Rem Monthly Fee: $ 5.00 Setup Fee: $ 0.00 Monthly Minimum: $ 10.00 Inquiry Fee: $5.00 Gateway Fee: $ 0'00 Over Monthly Limit Surcharge: $0.10+0.1% File Load Fee: $0.50 / Batch Overdraft Fee: $25.00 each occurrence Returned Item Fee: $ 3'50 Late Returned Item Fee: $ 3'50 (Each rejected or corrected Item) Excessive Return >l % $1a .00 / Rem Excessive Late Return / Item .0#70 1`A0% " �Fee: < AUI HORIZ-AT10: NAT0CREDI N DF;eDeE: �$i3IT A C - 77777 T CLIENTherebyallhorL aCardFlmd, In accondancawin dis Data Fmcessing and Payment Collection Agreement, to iinflate debt and credit entries 0 CLIENT'S business cheddrg account as Indicated on tre enclosed voted dwA This authority is to roman inIII taros aril affect utllil (a) CardFlex has recaked Milan notificalim from CLIENT of its teninadon in suds manrrer ae to afford CardFlex reasonable oppotrity to act on it and (b) all odigatons of CLIENT to CarrFlexthat haw ansen under sisAgreement have been paid in full, Irdudrg, but notlIni to, show odigatiam described In paragraph 7 chips Ageement. THs authorization elAends to such entries in said account concerning lease, rental or urdrses agreeni for software ani accompanying Kul mart INVESTIGATIVE CONSUMER REPORT: An investigative a Consumer Repon will de made In connection with the application. Applicant authorizes CardFlax aany creck bureau a any cr iit reporting agency employed by Cari OR ANY AGENTS OF CardiFlex to twesfigale the references Oven aarty other statements or data dhttined from CLIENT, or ary of the underal pdrdpals. WARRANTY: Each of the amnera ilkers above listed have ra�exad application and warrants that ell information is hue and correct Each undersigned comer /uroar ofCIJ ENT ragworts and warrant drat he has read and rndersMndste Data Processing and Payrrent Calleotian t(i ng and wfdherd Initiation, the PrMSms N paragraph 7. Incorporated herein by reference). Owner/Officer Signature #I: Title: Executive Dire Ctor FMSA Date: 1 15 I Ownsd0fficer 81 gnature #2:X Title: Interim Citj Manager Dai 1W1 �F(2R_A(�EORRPRl1TION5;` =,Oro[ urate'ResOlutl4n�,sti- ra.,:k"z +�`�,: e'• " -' The indicated oKce identified above has the autho'zatien to execute the Merchant ProcessI g Agreement with Bank and CFS on behalf 0 the here wMln named corporator. Secretary of the Board: X llM�. r �'� .y;,� Date;j .r# O is CARDFUR Inc. ACCEPTANCE Application Approved BY: Title: _.. __. Date_ / / Rev. 062012 CLERK OF COUNCIL INSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE 12012 FIB � BUSINESS LICENSING HUB SOFTWARE PILOT TESTAGREEMENT E2G2 N- 2012 -014 ® E2G2 Certified Local Content THIS AGREEMENT is made effective this ist day of December, 2014the "Effective Date "), by and between E2G2, Inc., a Nevada Corporation, ("92G2"), located at 751 N Fair Oaks Ave. Pasadena, CA 91103 and the City of Santa Ana ( "Licensee ") having a principal place of business at 20 Civic Center Plaza, Santa Ana CA 92701. 1 91 Q1V.V A. E2G2 has developed the Business and Licensee Licensing System (BOLS), including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material ( "Software ") and the parties desire that E2G2 provide the key components to the Licensee, all of which are more fully described in Exhibit 1. B. E2G2 desires that the Software be tested prior to general release. C. Licensee wishes to serve as a pilot test ( "Pilot Test ") site for such Software. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows: 1. Grant of License. E2G2 grants to Licensee, at no cost to Licensee, a non - exclusive, non- transferable license to use the Software on computers with Internet access at Licensee's business location solely for testing use from the effective date of the Agreement to 15 days after official release date of the products(s), subject to the term and conditions below. 2. Licensee Obligations. (a) In consideration for receiving copies of the Software for testing, Licensee agrees to serve as a "Test Site" for the Software and will notify E2G2 of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to E2G2 all right, title and interest to such ideas for enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights associated thereto. (b) The Licensee, upon completion of the Pilot Test, agrees to provide material, statistics, or information that is not deemed confidential to Licensee's business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by E2G2. ©E2G2 Certified Local Con[¢�t 3. Confidentiality. (a) Licensee agrees that Software is the sole property of E2G2 and includes valuable trade secrets of E2G2. Licensee agrees to treat Software as confidential and will not without the express written authorization of E2G2: (i) Demonstrate, copy, sell or market Software to any third party; or (ii) Publish or otherwise disclose information relating to performance or quality of the Software to any third party; or (iii) Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate the Software or any portion thereof. (b) E2G2 agrees that information provided by Licensee and /or its business license customers (hereinafter "Customer ") is confidential and agrees that it will not disclose such information to any third party without the express written consent of Licensee. E2G2 further agrees: (i) Licensee shall determine what Customer information is confidential and E2G2 shall not disclose such confidential Customer information without the express written consent of Customer. E2G2 will use the business license information provided by Customer solely for business purposes, including calculating the business license tax and for internal diagnostic and evaluation purposes. However, upon the opt -in of the Customer, E2G2 may publish identification information, including name, address and contact information, on E2G2's online business directory, as set forth in Exhibit 1, attached hereto. E2G2 shall provide clear direction to Customer regarding its right to "opt out" of the License Business Directory for any purpose; (ii) E2G2 shall ensure that all of its officials, employees, agents and contractors (each an "Authorized Use ") comply with the terms and conditions of this confidentiality clause; (iii) E2G2 agrees that, to the best of its knowledge, the business license information provided by Licensee's Customer is exempt from public disclosure under the California Public Records Act (California Government Code §6254), and will not allow public inspection of any such record. E2G2 shall immediately notify Licensee of its receipt of a request for such information. (iv) E2G2 shall take all necessary measures to prevent unauthorized access to the business license data by any person other than an Authorized User for permissible purposes, including, without limitation, (i) limiting the knowledge of E2G2 security codes, usernames and any passwords E2G2 may use to those individuals with a need to know, and (ii) requiring each individual E2G2 user to have a unique User ID and password to access the services; (v) E2G2 shall ensure that all devices used by E2G2 to store or access the business license data are placed in a secure location and are accessible only by Authorized Users, and that such devices are secured when not in use; ►� © E2G2 Certified �o�ai co,.e.00 (vi) E2G2 shall not use personal (third party) computer hard drives or portable an d /or removable data storage equipment or media to store business license data unless the data stored on such media is encrypted. When no longer needed, data shall be securely and effectively erased and /or destroyed; (vii) E2G2 shall ensure data security when disposing of any data or record obtained by Licensee or Customer. E2G2 shall use commercially reasonable efforts to comply with all Federal and California regulations regarding the security of consumer / financial information; and (ix) In the event of any breach or threatened breach of any of E2G2's obligations hereunder, E2G2 agrees that money damages will not compensate and Licensee is entitled to specific performance and injunctive relief. 4. Warranties. (a) General Disclaimer. Software is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. Software may not operate correctly and may be substantially modified (based on Licensee's input and input from other Licensees as well) prior to first commercial shipment, or withdrawn. Software is provided "AS IS" without warranty of any kind. Except as otherwise provided for herein and except for the gross negligence or willful misconduct of E2G2, Licensee agrees and acknowledges that it shall have no claim for any damages against E2G2 arising out of the use or performance of Software. Except as otherwise provided for herein, in no event shall E2G2 be liable for any damages whatsoever arising out of the use of or inability to use Software, even if E2G2 has been advised of the possibility of such damages. (b) Virus Protection Warranty. E2G2 hereby warrants and represents that, any time the Software or any maintenance releases are delivered to Licensee, whether delivered via electronic media or the Internet, no portion of the Software, or the media upon which it is stored or delivered, will contain any computer programming code that damages or otherwise improperly affects data files or hardware without the knowledge or consent of the user, including but not limited to self - replicating and self - propagating program instructions commonly referred to as "viruses" or "worms" to the extent such viruses or worms are detectable by commercially available detection software. E2G2 warrants that the Software shall be free from any back door, time bomb, drop dead - devise, or other software routing designed to disable a computer program automatically with the passage of time or under the positive control of persons other than the Licensee's personnel. (c) Support Services Warranty. E2G2 hereby warrants and represents that each of its employees, independent contractors or agents assigned to perform any services or provide any technical assistance in configuration, development and implementation, training, use and related services in the use of the Software shall have the skill, training, and background reasonably commensurate with the level of performance or responsibility required, so as to be able to perform in a competent and professional manner. ®E2G2 Certified Local Conan[ (d) Corrections. E2G2 covenants that it shall use commercially reasonably efforts to correct any program malfunctions which are reported to E2G2 during the term of this Agreement and which are necessary for the Software to function as intended. (e) Warranty of Law. E2G2 hereby warrants and represents that, to the best of E2G2's knowledge: (i) there is no claim, litigation or proceeding pending or threatened against E2G2 with respect to the Software or any component thereof alleging infringement of any patent or copyright or any trade secret or any proprietary right of any person; (ii) the Software complies in all material respects with applicable laws, rules and regulations; (iii) E2G2 has full authority to enter into this Agreement and to consummate the transactions contemplated hereby; and (iv) E2G2's performance under this Agreement is not materially impaired or prohibited by any other agreement to which E2G2 is a party or by which it may be bound. (f) Warranty of Title. E2G2 hereby warrants and represents that: (i) the Software is an original work of authorship and does not infringe the intellectual property rights of others; (ii) it has all rights, title or interest to the Software necessary to grant Licensee the use rights herein; (iii) it has the right to grant to Licensee the licenses granted hereunder and (iv) E2G2 has and shall have full authority to license all proprietary and/or third party software modules that are incorporated into the Software. 5. Effect of Breach of Warranty. If, at any time during the term of this Agreement, E2G2 breaches any warranty under Section 4, Licensee shall promptly notify E2G2 in writing of such alleged breach of warranty. E2G2 shall correct any deficiency in the Software in accordance with the Service Level criteria set forth in Exhibit 2 until such time as the non - conformance is corrected or the Parties otherwise agree in writing. All work by E2G2 to remedy or correct a breach of warranty shall be performed at E2G2's sole cost and expense. If after reasonable efforts E2G2 is unable to correct any breach of warranty, in the manner described in this section within thirty (30) days following notice of breach by Licensee, and the resulting non performance or deficiency materially affects the ability of Licensee to utilize the Software, then Licensee may terminate this Agreement immediately, subject to all remedies available at law or equity. 6. Effect of Breach of Intellectual Pronertv Riehts. (a) If the breach relates to the warranty under Section 4(e) or (f), then E2G2 shall promptly: (i) procure for Licensee the right to continue use of the Software at no charge to Licensee, (ii) modify such Software to avoid any claimed infringement (provided that such modification does not adversely affect Licensee's intended use of the Software) at no additional charge to Licensee, or (iii) replace said Software with an equally suitable, compatible and functionally equivalent non - infringing software, including installation and configuration as required, at no additional charge to Licensee. If none of the foregoing alternatives are reasonably available to E2G2, then Licensee shall return the Software in question to E2G2, whereupon this Agreement shall terminate. (b) Furthermore, if promptly notified in writing of any action brought against the Licensee based on a claim that the Software infringes intellectual property rights, such as a patent, copyright or 4 ©E2G2 Certified �ocai co..eeoe trademark right of a third party, E2G2 will defend such action at its expense and will pay any and all fees, costs or damages that may be finally awarded in such action or any settlement resulting from such action, provided that the Licensee shall permit the E2G2 to control the defense of such action and shall not make any compromise, admission of liability or settlement or take any other action impairing the defense of such claim without the E2G2's prior written approval. 7. Insurance. On or before Licensee beginning any use of the Software, E2G2, at its own cost and expense, shall carry, maintain for the duration of this Agreement, and provide proof thereof that is acceptable to the Licensee, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the Licensee. (a) Insurance required herein shall be provided by insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. (i) Comprehensive General Liability coverage in an amount not less than one million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. (ii) Comprehensive Automobile Liability coverage, including owned, hired and non -owned vehicles in an amount not less than one million dollars per occurrence ($1,000,000.00). (iii) Worker's Compensation. If E2G2 intends to employ employees to perform services under this Agreement, E2G2 shall obtain and maintain, during the term of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by State law. (b) Proof of Insurance Requirements /Endorsement. E2G2 shall submit the insurance certificates, including the deductible or self - retention amount, and an additional insured endorsement naming Licensee, its officers, employees, agents, and volunteers as additional insureds as respects each of the following: Liability arising out of activities performed by or on behalf of E2G2; products and completed operations of E2G2; or automobiles owned, leased, hired, or borrowed by E2G2. The coverage shall contain no special limitations on the scope of protection afforded Licensee, its officers, employees, agents, or volunteers. (c) Notice of Cancellation/Termination of Insurance. The above policy /policies shall not terminate, nor shall they be cancelled, nor the coverage reduced, until after thirty (30) days' written notice is given to Licensee, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 8. Indemnity- Each party shall indemnify and save harmless the other, its successors and assigns together with its officers, directors, employees, agents and those for whom it is in law responsible, only from and against any and all liabilities, damages, costs, expenses, causes of F� Q E2G2 Certified �.o�ai eo..ea..e action, claims, suits, proceedings and judgments (collectively "Claims ") which each party may incur or suffer or be put to by reason of or in connection with or arising from any breach, violation or non performance by the other of any obligation contained in this Agreement to be observed or performed by the respective party, or any wrongful act or negligence of the respective party or its agents or employees which relates to this Agreement, howsoever arising. Each party acknowledges and agrees that this indemnity shall survive any termination of this Agreement. 9. Force Majeure. Neither party shall be liable for delay or failure in performance resulting from acts beyond the control of such party including, but not limited to, acts of God, acts of war or of the public enemy, riots, fire, flood, or other natural disaster, acts of government, strike, walkout, communication line or power failure, failure in operability or destruction of the Licensee's computer (unless by reason of the negligence of a party to this Agreement) or failure or inoperability of any software other than the Software. Any applicable delivery schedule shall be extended by a period of time equal to the time lost because of any such delay. 10. Independent Contractors. The Parties expressly acknowledge and agree that each is an independent contractor and nothing contained in this Agreement or which otherwise exists shall be construed by any Party or any third person or entity to create a relationship of joint ventures, partners, or employer and employee. 11. Entire Agreement. This Agreement constitutes the entire and only agreement between the parties for Software and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties. 12. Notices. Any notice required by this Agreement shall be given by prepaid, first class, certifted mail, return receipt requested to above address or such other address as may be given from time to time under the terms of this notice provision. 13. Governing Law. This Agreement shall be governed by the laws of the State in which Licensee is located and shall be deemed to have been entered into in that State for purposes of venue no matter where actually executed. 14. Invalidity. The invalidity or unenforceability of any provision or covenant contained in this Agreement shall not affect the validity or enforceability of any other provision or covenant herein contained and any such invalid provision or covenant shall be deemed to be severable. 15. Waiver. A term or condition of this Agreement may be waived or modified only by written consent of both parties. Forbearance or indulgence by either party in any regard shall not constitute a waiver of the term or condition to be performed, and either party may evoke any remedy available under the Agreement or by law despite such forbearance or notice. G ". Q E2G2 Certified Local Content 16. Covenants. The parties covenant and agree to the following: (a) after completion of the Pilot Test, the Licensee shall not incur any costs; and (b) the final contract executed between the parties will also stipulate that there will be no out of pocket costs to Licensee, and that revenue sharing will be on substantially the same terms as set forth in Exhibit I Section 1 1 below. [SIGNATURE PAGE FOLLOWS] 7 E2G2 OE2G2 Certified Local C—t.e IN WITNESS WHEREOF, parties hereto have caused their duly authorized representatives to execute this Agreement. E2G2 E2G2, Inc., a Nevada Corporation BY Nam :174 -y1r L�� Title: LICENSEE City of S a Ana By Name: Paul M. Walters Title: Interim City Manager Attest: U City Clerk Approved as to Form: t7ity Attomey ® E2G2 Certified Local Conan[ EXHIBIT 1 City of Santa Ana KEY COMPONENTS - DETAILS The key components of this project are: 1. Set -up. E2G2 will provide and work closely with the City to configure aweb -based interactive Point -of- License (POL) system incorporating all the City's required information to process a business license application. The current manually downloaded PDF application process will be replaced with an outfacing interactive online POL that can be completed by business users for new and renewing licensees. BOLS will track, as necessary, licenses requiring special handling approval. 2. Deliverables. E2G2 will provide the following minimum deliverables in two phases. The Phase I roll out begins 90 -120 days from the date of approval of this agreement or as mutually agreed upon by parties. Phase II deliverables will be released as they are tested, accepted and approved by the City. Phase I - Deliverables • Implementation of a English and Spanish Licensed Business Directory • Implementation of a Clubs and Organizations Registry • Businesses can subscribe and pay for value -added services (Enhanced Listings and organization sponsorships) • Online, interactive processing of new business licenses • Implementation of aweb- based, City configured, business license payment processing and reporting system (scheduled to run in parallel with its annual renewal) Phase II — Deliverables —Other nronosed future services • Other value -added services for businesses (Business -to- business Welcome Wagon, site sponsorships —via the City Business Directory, City bidding) • Other license /permitting applications (Yard /Garage sales) 3. Integration. Integration with existing City systems will be determined by working closely with the City. E2G2 is a stand -alone web -based platform and is designed such that data can be extracted and imported. It will be the responsibility of the City to integrate the imported data into its existing platforms. 4. Business and Organization Licensing System (BOLS). The E2G2 software -as -a- service BOLS platform will allow the city to process licenses, manage all its businesses licensing processes, select special options and features offered to businesses, set and D © E2G2 Certified Local Conan[ maintain security access levels and generate management reports (the "Software "). Back up, security, software updates and off -site software and hardware will be provided by E2G2. E2G2 will perform all necessary work to implement the BOLS platform. On -site Internet access and hardware shall be the responsibility of the City. 5. On -going Services. E2G2 will provide all ongoing service required to update and maintain the BOLS platform. It is agreed that if E2G2 is unable to perform its service involuntarily, E2G2 will furnish the necessary code data necessary for the City to continue operating. The most current license database will be accessible and available for downloading by the City at any time. The parties agree that if either E2G2 or the City withdraws from this program, where practical, a 90 day written notice shall be provided. 6. Business License Directory. E2G2 will create and maintain an online License Business Directory. The directory will be in English and Spanish. E2G2 will work with the City to convert the existing Business License database into the new directory. E2G2 will work with the City along with the licensees in a best effort to verify the accuracy of the existing information such as sending a notice to businesses asking them to confirm their data online. The new City online directory, where appropriate, will list all licensed businesses. Businesses will be searchable by name, category, keyword, address and hours of operation. Provisions will be made for businesses requiring special handling, e.g., not listing the addresses of home -based businesses. In addition, when the directory is launched, E2G2 will provide a "pop —up" window to clearly inform users that they will be leaving the official City website to a site hosted by E2G2. 7. Non - Licensed Data. Non - licensed data is defined to be that information that is not required for licensing, but is voluntarily provided by the business, about the business, that is displayed publicly. E2G2 will expand the business licensing process to acquire "non - licensed" content, i.e., hours of operation, special offers, and other content useful to consumers. The businesses will be given the choice to "opt -in" in providing this information. The non - licensed content will be reorganized into other useful formats and made available to residents, consumers, visitors and businesses. The Non - Licensed data will be acquired under E2G2's Terms of Use (TOU) — an agreement directly between E2G2 and the licensed businesses. Upon opting in a "pop -up" window will be displayed to inform businesses that they will leaving the official City website and re- directed to a site hosted by E2G2. Ownership of public data —Non- Licensed Data - furnished by businesses and organizations. E2G2 will request that businesses "opting in" to furnish data and information that is collected and displayed publicly for marketing and promotion to accept, sign, approve and allow E2G2 to possess, own and use this collected and processed information (the "Data "), without limitations, in any manner E2G2 chooses. E2G2 shall grant to the City a license to use this Data; provided, however, that the City shall have no right to transfer, sublicense or allow any other party to use such Data without the prior written consent of E2G2. All businesses, clubs and organizations will be required to accept and approve E2G2's Terms of Use (TOU). 10 ® E2G2 Certified LocHl Conant 9. Controlling "inappropriate content." E2G2 will clearly notify all users when they are exiting the City's website and entering E2G2's site. All postings on E2G2's website will be governed by its Terms of Use ( "TOU "). The TOU expressly sets forth unacceptable user conduct and provides E2G2 broad flexibility in removing or refusing to post content. E2G2 will work with the City to make sure that no inappropriate content is posted. E2G2 will (i) screen all text and graphics content electronically. Anything questionable can be forwarded to the City, and the City would have a certain period of time to deny it or the content automatically gets posted, and (ii) incorporate user at -large feedback whereby anything questionable will be automatically reviewed and removed if necessary. 1 O. Organizations registry. E2G2 using BOLS will create an online registry for clubs, organizations and non - profit service groups. There is no cost to the clubs and associations to register and maintain their web listings. 11. New source of revenues. E2G2, working closely with the City, will offer businesses a variety of options, where appropriate, to advertise, promote and market themselves via the online Business License Directory. At a minimum, in the initial roll -out, E2G2 will offer an Enhanced Listing option at an additional cost to individual businesses. E2G2 will provide added features such as links to websites, testimonials, special offers, graphics, logos and detailed descriptions of businesses, etc. E2G2 will use the revenues generated by these special options (Enhanced Listings) to provide its services. In addition, and in recognition of the City's participation in the pilot test of the Program, E2G2 agrees to share twenty percent (20 %) of the Gross Revenues with the City, payable quarterly. "Gross Revenue" shall mean all revenues generated by E2G2 from businesses in the City; provided, however, that it shall exclude: (1) any revenues generated from collection of licensing /permit fees, (2) any third party fees associated with collection of the licenses fees, (3) any fees paid to third parties, i.e., clubs, associations, organizations and / or non - profits as part of sponsorships, or (4) fees generated by E2G2 through aggregating Non - Licensed data from multiple cities. Funds and fees collected for business licenses on behalf of the City will be placed in a segregated account controlled by the City and distributed directly to the City. 12. Business License Fee Processing. E2G2 will process the City's fees, where applicable, using the City's credit card service provider. Depending on compatibility, E2G2 will integrate the fee processing using the City's existing credit card service provider. If there are compatibility issues, E2G2 will work with the City to find a mutually acceptable payment processor. Where appropriate, applicable and agreed upon by the City, E2G2 will set up payment by check, e- checks or other services. The cost of processing will be incurred by the City and / or offset by a charge to the business. 13. System integration. BOLS is astand- alone, interactive, web -based application. It has been designed to easily provide extracted data that can be imported into other systems. The extent of any integration with existing City systems will be determined by working closely with City. 11 QE2G2 Certified �.ocai co�ecno 14. System acceptance. BOLS will run parallel to the City's existing business license system until the City agrees to approve and accept a final switch over. 15. Security, Recovery, and Back -up plan. E2G2 will provide the necessary security (authentication, encryption, provisioning) to ensure secure access to the system. • E2G2 will put the software in an escrow account - if something were to happen to E2G2 as a supplier the software and the City's data would be released to the City. E2G2 will establish a parallel or mirrored site that upon the City's request, under specified instructions, the City will have, if required, exclusive access to E2G2's operating software and the City's data. E2G2 will work with the City to finalize the triggering events. • Back -up the data every 24 hours - although there is continuous back -up E2G2 will have an additional daily back -up. If E2G2 were down at any time or for a period of time E2G2 would be able to recover and redeploy very quickly without loss of data. • Store data on the Internet cloud —data is not stored in E2G2's or the City's offices but on the internet cloud. In this case, E2G2 uses and leverages Amazon's infrastructure via a private cloud. This insures best practices as well as SAS70 Audit compliant (meeting SEC public reporting requirements). • The City's data is transmitted to the City on request or on a scheduled timetable in various formats —the City will have access to its data at all times. The City's access will be designed as aself- service format without E2G2 involvement_ • E2G2 will insure that all data transmissions involving financial and sensitive data will adhere to best practices in terms of encryption and security. 16. Non - Internet business users. E2G2 will work closely with the City to address the needs of businesses having little or no Internet experience during the period of transitioning the manual licensing system to a web based system. Some, possibilities include, access to a City kiosk and / or teaming high school, college students and volunteers with computer experience to work with businesses. 17. Promotion c4c Marketing roll out. During the pilot period, E2G2 will provide personnel and resources to actively promote, engage and involve businesses, organizations, residents and the community to become actively involved with the virtual hub. This activity includes, but is not limited to, direct offline contact with participants. 18. Co- marketing. Where applicable and appropriate, E2G2 and the City will work cooperatively, as well as separately, to market and cross - promote traffic to the City's website for the benefit of the local businesses, organizations and community. 19. Other Considerations. It is understood between the parties this is a new platform and it is agreed that there will be great deal of "give and take', collaboration and best effort to 12 QE2G2 Certified Local Conten[ meet the needs of both parties. As the platform will be actively under development, the City agrees to provide active feedback and guidance during the pilot test period. 20. Compliance. E2G2 agrees to comply with insurance, licensing and other requirements for doing business as set forth by the City. 13 ®E2G2 Certified Local Coa[¢�t EXHIBIT 2 Standard Guidelines for Support These guidelines provide information on E2G2's standard support coverage, the services which are included as part of software support, a listing of call priorities, an outline of escalation procedures and other important details. The services listed below are services that are included as part of software support. • 800 Toll Free Telephone support • Scheduled assistance for installations, upgrades 8c other special projects • Technical troubleshooting 8c issue resolution • E -mail support call logging and notification • Free eSupport access 24 x 7 with the following on -line benefits: - Log 8c close calls - View 8r update calls - Update contact information - Access published documentation - Access available downloads - Access Support knowledge base - Participate in Discussion Forums - Report on metrics • Standard software releases and updates - Defect corrections (as warranted) - Planned enhancements - State and /or Federal mandated changes - Release notes • Limited training questions (15 minute guideline) • Customer Care Program - Quarterly Newsletter with support tips - Technical support bulletins - Communication on new products and services - On -site visits (as required) • Design review for potential enhancements or custom modifications • Outstanding Calls Report with conference call (as required) HelpDesk Hours Standard hours of support shall be the same as Licensee's open public hours, excluding designated statutory holidays. Call Priorities In an effort to assign resources to incoming calls as effectively as possible, three types of call priorities, 1, 2 Sr 3, have been identified. A Priority 1 call is deemed by support staff to be an Urgent or High Priority call, Priority 2 is classified as a Medium Priority and Priority 3 is 14 E2G2 Certified Local COnten[ deemed to be a Low Priority. The criteria used to establish guidelines for these priorities are as follows: Priority 1 —High High priority issues consist of errors for which there is no means of workaround, causing (i) unrecoverable "crashes" of the Software, (ii) ongoing unrecoverable loss or corruption of data or (iii) loss of essential Softwaze functionality that prevents Licensee processing for which there is no means of workaround. Examples of high priority issues include: • System Down • Inability to process business licenses • Security issues • Inability to process bills • Program errors without workazounds • Incorrect calculation errors impacting a majority of records • Aborted postings or error messages preventing data integration and update • Performance issues of severe nature impacting critical processes Priority 2 — Medium Medium priority issues consist of errors that may be causing (i) ongoing recoverable loss or corruption of data for which there is no workaround, (ii) loss of essential Softwaze functionality that prevents Licensee processing that has a workazound, or (iii) loss of non - essential Software functionality that does not have a workaround. Examples of medium priority issues include: • System errors that have workarounds • Calculation errors impacting a minority of records • Reports calculation issues • Printer related issues (related to interfaces with the Software and not the printer itself) • Performance issues not impacting critical processes • Usability issues • Workstation connectivity issues (Workstation specific) Priority 3 —Low Low priority issues consist of errors that may be causing (i) loss of non - essential Softwaze functionality that has a workaround or (ii) difficulties in the user interface. Examples of low priority issues include: • Report formatting issues • Training questions, how to, or implementing new processes • Aesthetic issues • Issues with workazounds for lazge majority of accounts • Recommendations for enhancements on system changes • Questions on documentation 15 QE2G2 Certified i.00i co..ea.,o Response Times E2G2 will correct reported Errors in accordance with the following provisions. All time references below are clock hours or calendar days, unless otherwise specified. 1. Priority I Errors a. E2G2 will provide Licensee with a telephone number for emergency support to be used by Licensee at any time on a seven (7) day a week, twenty -four (24) hours a day basis to report Priority 1 Errors, if the customer chooses to pay an additional maintenance premium, otherwise, the customer will be able to place a call for support anytime during the help desk hours corresponding to Licensee's public working hours. b. E2G2 will provide an initial response to all Priority 1 Errors within one (1) hour following the report of issue. c. E2G2 will use commercially reasonable efforts to resolve Priority 1 Errors within twenty -four (24) hours or identify a mutually agreeable correction plan within twenty -four (24) hours following the report of Error. 2. Priority 2 Errors a. The Licensee shall use the standard call support center telephone number or web service for emergency support during normal business hours. b. E2G2 will provide an initial response to all Priority 2 Errors within four (4) working hours following the report of the Error. c. E2G2 will use commercially reasonable efforts to resolve Priority 2 Errors within seven (7) working days following the report of the issue. 3. Priority 3 Errors a. The Licensee shall use the standard call support center telephone number or web service for emergency support during normal business hours. b. E2G2 will provide the Licensee a tracking number for all Priority 3 Errors within five (5) business days following the report of issue, and respond further as part of our normal online tracking system. c. E2G2 will use commercially reasonable efforts to resolve Priority 3 Errors by means of a future scheduled update or release, as mutually agreed. 1C� QE2G2 Certified local Con[vn[ Call Process All issues or questions reported to support are tracked via a support call. Support analysts cannot provide assistance unless a support call is logged. The current process for logging calls includes the following: eSupport (via website), email, phone and fax. • Each call must contain at a minimum: the Licensee name, contact person, software product and version, module and/or menu selection, nature of issue, detailed description of its question or issue and any other pertinent information. • The support system or one of the support analysts will provide the Licensee with a call i.d. to track the issue and the call will be logged into a support tracking database. • Each call will be stored in a queue and the first available support representative will be assigned to deal with the issue. • As the support representative assigned to the call investigates the issue, the Licensee will be contacted and advised as to where the issue stands and the course of action that will be taken for resolution. If the support analyst requires additional information, he /she will contact the Licensee to obtain the information required. • All correspondence and actions associated with a call will be tracked in the support database. At any time, if available to the Licensee, the Licensee may log onto the E2G2's website to see the status of each call. • Once the call has been resolved, the Licensee will receive an automated notification by email that the call has been closed. This email will contain the entire event history of the call from the time the call was created and leading up to the resolution of the call. The Licensee also has the option of viewing both open and closed calls, if available to the Licensee, via the E2G2's website. • If the issue needs to be escalated to a development resource or programmer for resolution, the issue will be logged into a development tracking database and the Licensee will be provided with a separate i.d. number to track the progress of the issue. At this time, the support call will be closed and replaced by the development i.d. number. The development i.d. number will remain open until the issue has been completely resolved. Issues escalated to development will be scheduled for resolution and may not be resolved immediately depending on the nature and complexity of the issue. • The Licensee may contact the support department at its convenience for a status update on its development issues, or log onto the E2G2's website (if available to the Licensee) to view issues on -line. Escalation Process 17 ©E2G2 Certified �ocei co..e...e In the event E2G2 has been unable to provide either a permanent or a mutually acceptable temporazy resolution within the applicable timeframes set forth in the Response Time Section above, E2G2 will initiate the following escalation procedures. All procedures will be undertaken at E2G2's sole expense except where the issue is determined to be due to hardware malfunctions, utility failures, air conditioning malfunctions, communications malfunctions, environmental problems, user errors or any other cause outside E2G2's reasonable control. All time references below are clock hours or calendar days, unless otherwise specified. 1. Escalation Stage I. a. Priority 1 Error: If a Priority 1 Error is not corrected within twelve (12) hours following the report of the Error, the Support Representative attempting to correct the Error shall notify the Support Supervisor or Group Lead who will immediately become personally involved in resolving the problem, which will include a determination, in his/her reasonable discretion following consultation with the Licensee, whether it is necessary to locate a Support Representative onsite at the Licensee's location to correct the Error. E2G2 will keep the Licensee appraised of the status of its efforts to correct the Error at no less than four (4) hour intervals during standard business hours. b. Priority 2 Error: If a Priority 2 Error is not corrected within seven (7) days following the report of the Error, the Support Representative attempting to correct the Error shall notify the Support Supervisor or Group Lead who will immediately become personally involved in resolving the problem, which will include a determination, in his/her reasonable discretion following in consultation with the Licensee, whether it is necessary to locate a Support Representative onsite at the Licensee's location to correct the Error. E2G2 will keep the Licensee appraised of the status of its efforts to correct the Error at no less than daily intervals. 2. Escalation Stage 2 a. Priority 1 Error: If a Priority 1 Error has not been corrected after twenty four (24) hours since the initial report of Issue, E2G2 will involve its Director of Support in directing the resolution of the problem, which will include a determination, in his/her reasonable discretion following consultation with the Licensee, whether it is necessary to locate a Support Representative onsite at the Licensee's location to correct the Error. E2G2 will keep the Licensee appraised of the status of its efforts to correct the Issue at no less than four (4) hour intervals during standard business hours. b. Priority 2 Error: If a Priority 2 Error has not been corrected after seven (7) days since the initial report of the Error, E2G2 will involve its Director of Support in directing the resolution of the problem, which will include a determination, in his/her reasonable discretion following consultation with the Licensee, whether it is necessazy to locate a Support Representative onsite at the Licensee's location to correct the Error. E2G2 will keep the Licensee appraised of the status of its efforts to correct the Issue at no less than daily intervals. 3. Escalation Stage 3. 18 MEMORANDUM To: Francisco Gutierrez Executive Director, F &MSA From: Christine C. Duarte �4 -6— Treasury Manager Subject: CardFlex ACH Processing Application f, F' 1: Y/ Date: March 14, 2013 The Treasury Division entered into an agreement with Easy -2 -Get -2 (E2G2) out of Pasadena, for the development of an on -line business license application program. E2G2 is offering Santa Ana businesses with free web - presence. Enhanced web services will be made available for a monthly subscription fee. Payment services through the on -line application process, will be provided by CardFlex. We currently have an agreement for credit card processing with CardFlex. However, a separate application is needed if we would like to allow the ability to pay via a debit to a checking account (aka ACH or check payment). I have attached the ACH Processing Application required by CardFlex for your signature. As you know, the City of Santa Ana has gone live with a Santa Ana Debit Card through CardFlex. The Debit Card provides residents access to banking services not always available to persons who are not able to provide identification most financial institutions require. Through the use of the SA debit card, residents are afforded discounts provided by Santa Ana businesses who are registered with E2G2's web presence. Although the Debit Card program is live, E2G2, CardFlex and City staff is working on the marketing side of the program. I am told by E2G2 that a launch is anticipated by the summer. The on -line application of business license renewals is scheduled with upcoming Flat Rate renewals (in May). I will continue to keep you posted as we move forward with this program. f 0.rd OFFICE: REP: Emma Baillie ACH Processing Application I Mial SIC: +PC%!PR CESSINGRY& _- . . =W ;n%'� OZi r, Q ACH Processing Program - (SFTP) Virtual Temenal (a) Martially key data into Virtual Temlinai, Or b Upload comma separated values CS files Into Virtual terminal .<..i ><._ ._. BUS'.INES$:1NE0'RM'A.T(G" _.,... . U:..Fit;.,s ".S..rkMs'`;d +TMS",'dC.ta�.c�,�'1s_=cs`, •_:. eg ameCity of Santa Ana ° 714 540 -9737 Numpens: 1 s" Contact Person DBA BuelneaA Christine Duarte o a0on Re20 Civic Center Plaza ma Aadmmcduarte@santa- ana.org Address: ty Santa Ana state: CA ZIPb2701 IO Number: 956000785 of Empbyees: .,.. , +.=�- - tt,.^-a'R: .. ACH;P. ,FWU '.., _ ,. -. I,,. -i"r 'y" -:" �rr� , I 1 x�.. Corporate Credit or Debit Pre - arranged Payment and Deposits Telephone Initiated Entry Web Initiated Entry ❑ CCD Cre I ❑ PPD Credit ❑ PPD Debit ❑ TEL Debit ❑ WEB Debit Merchant's Average Items /Month #; __— Requested maximum $ /Transaction _$;__,_ -- -- Activity Average Item S__ $ / Day $ Average Returns / Month #: $1 Month $ # Trans / Day #: # Trans I Month #. >, `PWNERS7PARiNERSlDFF {OEftS::. ...., < eta ''.t.:...as"ar'"'`"'akv.�t`i� i)Name(print): Title: Equity/ wners ip: Data of Birth: Drivers License # State: Social Home SBCUrit #: Phone: Home Address: City State: Zip 2) Name (print): Title: quity /Ownership: % Date of Birth: Drivers License # State: Social Home Security #: Phone: Home Address: City State: Zip ?r..n 5 ' r �p—i < � . . Bank #1 Name: Account Number: Phone: Bank #2 Name: Account Number: Phone: .,.. �. "6UEINESStPRSiE {$u,a ,.:.., Type of Ownership: ❑ Sole Proprietor ® Partnership B Corporation (State of Incorp: _ _) ® Other Government Number of Years in Business 143 Length of Current Ownership: 143 Other currently /previously awned businesses: / Prior Bankruptcy? ® Do you currently accept Visa Yes ®No Dale Discharged: MasterCard / Discover® Network? ®Yes [3 No (If yes, submit 3 most current statements) Currently Processing with EFT ?: ® Yes® No (if yes, name of current processor): Methods of Marketing: Detailed Description of Business License - Products /Services Sold, "a'...=;: ;REP100lEpur,E` Item Fee: $ 0.25 and 025 % each Rem Monthly Fee: $ 5.00 Setup Fee: $ 0.00 Monthly Minimum: $ 10.00 Inquiry Fee: $5.00 Gateway Fee: $ 0'00 Over Monthly Limit Surcharge: $0.10+0.1% File Load Fee: $0.50 / Batch Overdraft Fee: $25.00 each occurrence Returned Item Fee: $ 3'50 Late Returned Item Fee: $ 3'50 (Each rejected or corrected Item) Excessive Return >l % $1a .00 / Rem Excessive Late Return / Item .0#70 1`A0% " �Fee: < AUI HORIZ-AT10: NAT0CREDI N DF;eDeE: �$i3IT A C - 77777 T CLIENTherebyallhorL aCardFlmd, In accondancawin dis Data Fmcessing and Payment Collection Agreement, to iinflate debt and credit entries 0 CLIENT'S business cheddrg account as Indicated on tre enclosed voted dwA This authority is to roman inIII taros aril affect utllil (a) CardFlex has recaked Milan notificalim from CLIENT of its teninadon in suds manrrer ae to afford CardFlex reasonable oppotrity to act on it and (b) all odigatons of CLIENT to CarrFlexthat haw ansen under sisAgreement have been paid in full, Irdudrg, but notlIni to, show odigatiam described In paragraph 7 chips Ageement. THs authorization elAends to such entries in said account concerning lease, rental or urdrses agreeni for software ani accompanying Kul mart INVESTIGATIVE CONSUMER REPORT: An investigative a Consumer Repon will de made In connection with the application. Applicant authorizes CardFlax aany creck bureau a any cr iit reporting agency employed by Cari OR ANY AGENTS OF CardiFlex to twesfigale the references Oven aarty other statements or data dhttined from CLIENT, or ary of the underal pdrdpals. WARRANTY: Each of the amnera ilkers above listed have ra�exad application and warrants that ell information is hue and correct Each undersigned comer /uroar ofCIJ ENT ragworts and warrant drat he has read and rndersMndste Data Processing and Payrrent Calleotian t(i ng and wfdherd Initiation, the PrMSms N paragraph 7. Incorporated herein by reference). Owner/Officer Signature #I: Title: Executive Dire Ctor FMSA Date: 1 15 I Ownsd0fficer 81 gnature #2:X Title: Interim Citj Manager Dai 1W1 �F(2R_A(�EORRPRl1TION5;` =,Oro[ urate'ResOlutl4n�,sti- ra.,:k"z +�`�,: e'• " -' The indicated oKce identified above has the autho'zatien to execute the Merchant ProcessI g Agreement with Bank and CFS on behalf 0 the here wMln named corporator. Secretary of the Board: X llM�. r �'� .y;,� Date;j .r# O is CARDFUR Inc. ACCEPTANCE Application Approved BY: Title: _.. __. Date_ / / Rev. 062012 Q E2G2 Certified �ocai conoe.,e a. Service Level 1 Error: If the Error has not been corrected after forty eight (48) hours since the initial report of the Error, E2G2 will immediately assign its Vice President of Support or company CEO to directly oversee our efforts to remedy the Error, including, in his/her reasonable determination following consultation with the Licensee, assigning a Support Representative to work onsite at the Licensee's location, until such Error is resolved. b. Service Level 2 Error: If the Error has not been corrected after ten (1 O) days since the initial report of the Error, E2G2 will immediately assign its Vice President of Support or company CEO to directly oversee its efforts to remedy the Error, including in his/her reasonable determination following consultation with the Licensee assigning a Support Representative to work onsite at the Licensee's location, until such Error is resolved. c. Service Level 1 or 2 Errors: If, at any time, after the specified periods above, the Error has not been corrected, E2G2 will advise the Licensee of the steps it intend to take to correct the Error and the corresponding schedule of such steps. E2G2 will consider, in good faith, such measures that it has not taken to date, including without limitation, placement of company personnel onsite at the Licensee and /or retention of third party technical services to resolve the Error at E2G2's own cost. Failure to Correct Issues. Licensee shall be entitled to receive a ten percent (1 O %) reduction of the monthly maintenance fee for the affected software, up to a maximum of 100% of such fee for the current month, for each twenty four (24) hour period (excluding weekends and customer holidays) during which a Service Level 1 Error is not corrected seventy -two (72) hours following the report of the Error, provided however, such reductions shall not apply where the cause of the Error is not within E2G2's reasonable control, which includes hardware malfunctions, utility failures, air conditioning malfunctions, System Software problems, communications malfunctions, environmental problems, and issues due to errors by the Licensee or third -party personnel. Table of Service Level Requirements. By way of example, but not by limitation, a compilation of the deadlines stated herein is included below for convenience of reference by the parties. Service Level Required Level 1 Error Level 2 Error Level 3 Error time measured from initial re ort of Error to E2G2 Initial Res onse Due 1 hour 4 hours 5 da s Correction identified and a mutually 24 hours 7 days As mutually agreeable correction plan will be agreed develo ed within Escalation Stage 1 (Support 12 hours 7 days N/A Su ervisor /Grou Lead.) 19 E2G2 Certified Local Cont¢n[ Service Level Required Level 1 Error Level 2 Error Level 3 Error time measured from initial re ort of Error to E2G2 Independence Day Stage 1 Status Report Intervals every 4 hours daily N/A Closed during standard Closed Day after Thanksgiving Day Closed business hours Early Closure Christmas Day Escalation Sta e 2 Dir. of Su ort 24 hours 7 da s N/A Stage 2 Status Report Intervals Every 4 hours daily N/A during standard business hours Escalation Sta e 3 VP of Su ort /CEO 72 hours 1 O da s N/A Maintenance and Support Fee Reduction (10% /day to a max of 100% of the monthly fee for the affected application after 72 hours N/A N/A or module of software Holiday Schedule Below is a listing of statutory holidays. Please note that support services will be closed on designated days as outlined below. New Year's Day Closed Memorial Day Closed Independence Day Closed Labor Day Closed Veteran's Day Closed Thanksgiving Closed Day after Thanksgiving Day Closed Christmas Eve Early Closure Christmas Day Closed Day after Christmas Day Closed New Year's Eve Early Closure 20 cum uw„ 02/24112 OP ID: SL ASR° CERTIFICATE OF LIABILITY INSURANCE DATE 02 /24 DIYYYY) 02124112 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 REPRESENTATIVE OR PRODUCER, INSURANCE CERT F CATOE HOLDER. CONSTITUTE A CONTRACpI ,1�TWEEN T,HE')4Sjl,�NG, INSURER(S), AUTHORIZED IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement Ai statdment on this certificate {l)7es not confer rights to the certificate holder in lieu of such endomement(s). 'cz PRODUCER 626 - 397 -4700 United Agencies, Inc. CA License #0252636 626 -683 -7682 525 Cordova, Suite 200 Pasadena, CA 91101 -2552 EFIG SchlydmPRODUCER g '."TACT Sue LareoA- United Agencies ,, IL PHONE FA% ,vc Na San, 626 -204 -6989 ac No : 626- 683.7682 E -MAIL ADDRESS: slarson@unitedagencies.com CUSTOMER ID #; E2G2.01 INSURE S) AFFORDING COVERAGE NIIC I— INSURED e2g2, Inc. INSURERA: Hartford Casualty Ins. Co. .29424 1822a a rte 66 Glendora, CA 91740 INSURER B: INSURER C INSURER D 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADM SUBR POLICY NUMBER MWD POLICY E%P M0 LIMITS GENERAL LIABILITY EACH OCCURRENCE S 2,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Ldkj OCCUR X 72SBAUV1521 05/15111 05115112 pREMISES Ea occurrence S 1,000,00 MED EXP (Any one person) $ 10,00 PERSONAL B ADV INJURY I,S 2,000,00 GENERAL AGGREGATE �'S 4,000,00 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMPIOP AGG!$ 4,000,00 POLICY PRO- F LOD IECT I S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS HIREDAUTOS '. I ♦ 1]pn I ,` n` Cp APPROVE "D AS 10 i,, FORM BODILY INJURY (Per accidenq 3 PROPERTY DAMAGE (Per accdenl) S S NON- OWNEDAUTOS I ttt 9 $ UMBRELLA LAB OCCUR Laura SIX SU' Udy EACH OCCURRENCE $ EXCESS UAB CLAIMS -MACE Assistant City ALIOrney AGGREGATE S DEDUCTIBLE $ RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' EMPLOYERS' LIABILITY YIN ANY PROPRIETOWPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory In NH) f es describe under DESCRIPTION OF OPERATIONS below NIA � ;72WECJUW3/ 05115111 05115112 "CRY STATU- T RY LIMIT ER E. L. EACH ACCIDENT S 1,000,00 ELOISEASE- EAEMPLOVE S 1,000,00 E. L. DISEASE - POLICY LIMIT S 1,000,00 I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remade Schedule, If more space la required) The City of Santa Ana, its officers, employees, agents and volunteers are named as additional insured with respect to the General Liability arising out of the operations of the named insured, if required by written contract per blanket additional insured endorsement included with Business Liability form SS0008 04/05 aUal -I City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 ACORD 25 (2009109) CITYOFS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE n 1oaRJnOe The ACORD name and logo are registered marks of ACORD All rinhfe rcanrvnd 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 A. COVERAGES Business Liability Medical Expenses Coverage Extension - Supplementary Payments B. EXCLUSIONS C. WHO IS AN INSURED D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE Beginning on Page 1 1 2 2 3 10 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 3. Financial Responsibility Laws 4. Legal Action Against Us 5. Separation Of Insureds 6. Representations 7. Other Insurance 8. Transfer Of Rights Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES Additional Insureds G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS Form SS 00 08 04 05 14 15 15 15 16 16 16 16 16 17 18 18 20 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 Page 1 of 24 © 2005, The Hartford 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. 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. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM 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 not reduce the Limits of Insurance. (3) The obligation to defend, or the cost of the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same "insured contract "; and necessary litigation. expenses as Supplementary Payments nds when: (4) The allegations in the "suit" and the 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 standpoint of the insured. This (1) Cooperate with us in the 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 (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 ) "Bodily injury" or" "property Y dama a "; or respect to coordinating other 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 contract or agreement. Solely for This exclusion applies: 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 (ii) Such attorneys' fees and .,personal and advertising injury' litigation expenses are for arising out of the actual, alleged or threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of "pollutants ": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any c. Liquor Liability time owned or occupied by, or 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 (it) "Bodily injury" or "property business of manufacturing, distributing, selling, serving or furnishing alcoholic damage" for which you may be beverages. held liable, if you are a d. Workers' Compensation And Similar contractor and the owner or 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 g 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 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 "hostile "; whom you may be legally 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 location on which any insured or contractors or subcontractors any contractors or subcontractors working directly or indirectly on any working directly or indirectly on insured's behalf are performing any insured's behalf are operations if the operations are to performing operations if the test for, monitor, clean up, remove, 1. pollutants" are brought on or to contain, treat, detoxify or neutralize, the premises, site or location in or in any way respond to, or assess "pollutants ". connection with such operations the effects of, 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 (1) "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 "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading'. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent, (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment "; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage ", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. L 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; Page 6 of 24 Form SS 00 08 04 05 (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 i.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. BUSINESS LIABILITY COVERAGE FORM BUSINESS LIABILITY COVERAGE FORM 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" 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 anthers 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, anthers potential customers; except an implied contract to use "advertising (11) Arising out of the violation of a another's idea" in your "advertisement "; person's right of privacy created by any state or federal act. (5) Arising out of the failure of goods, products or services to conform with However, this exclusion does not any statement of quality or apply to liability for damages that the performance made in your insured would have in the absence of "advertisement "; such state or federal act; (8) 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 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 not have occurred in whole or in (15) Arising out of discrimination or part but for the "asbestos hazard "; humiliation committed by or at the "executive ", (b) Arise out of any request, demand, direction of any officer order or statutory or regulatory director, stockholder, partner or requirement that any insured or member of the insured. others test for, monitor, clean up, cl. Electronic Data 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, detoxifying or neutralizing or in any (1) A person arising out of 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 law; or described in Paragraphs (a), (b), or (c) above is directed. (3) Any statute, ordinance or regulation, other than the TCPA or CAN -SPAM Act This exclusion applies: 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 Section D. - Liability And Medical Expenses loss, costs or expenses that: 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 C. WHO IS AN INSURED performing duties related to the 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 (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your ,.employees ", "volunteer workers ", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker "), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 1 Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment' registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Page 11 of 24 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; (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. Page 12 of 24 Form SS 00 08 04 05 C. 5" (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that . 'land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. BUSINESS LIABILITY COVERAGE FORM BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard ". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard ", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the .products - completed operations hazard ". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal, and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Form SS 00 08 04 05 Page 13 of 24 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 and described in this Section. Page 14 of 24 Form SS 00 08 04 05 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 BUSINESS LIABILITY COVERAGE FORM BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit "; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit "; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non - contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence ", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political' subdivision or public entity. 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. Otherinsurance insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is which this insurance applies, 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. 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 expl explosion l applicable limit of insurance. An agreed insurance for premises rented 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 Exclusion k, of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 (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 BUSINESS LIABILITY COVERAGE FORM BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss.to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage' or .'personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM 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 distribution or sale of the products; these additional insureds, the following 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 (1) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or (ii) Such inspections, "property damage" included within the ". adjustments, tests or servicing "products- completed operations hazard 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 the distribution or sale of the (a) "Bodily injury" or "property products. damage" for which the vendor is 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 alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for 'bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard ", but only if this Coverage Part provides coverage for 'bodily injury" or "property damage" included within the "products- completed operations hazard ". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to 'bodily injury", "property damage' or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with respect to their liability as co -owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement' does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi - trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment'. 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 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 BUSINESS LIABILITY COVERAGE FORM BUSINESS LIABILITY COVERAGE FORM 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 indemnities 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 oflnsurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: 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 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 BUSINESS LIABILITY COVERAGE FORM BUSINESS LIABILITY COVERAGE FORM Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short -term workload conditions. 23. "Volunteer worker' means a person who: a. Is not your "employee "; 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