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WESTBOUND COMMUNICATIONS - 2013
A-2013-032 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 19th day of February, 2013 by and between Westbound Communications, Inc. (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RF.CITAI .S A. The City desires to retain a consultant having special skill and knowledge in the field of professional web site and promotional communications services. B. City, acting through the Santa Ana Police Department in its capacity as a Core City for the Anaheim/Santa Ana Urban Area under the FYI I and FYI 2 Urban Areas Security Initiative, has applied for, received and accepted a grant from the Federal Department of Homeland Security, Office of Domestic Preparedness, through the State of California, Emergency Management Agency, to enhance countywide emergency preparedness and public awareness, hereinafter referred to as "the Grant." C. Consultant was chosen in a competitive bidding process and represents that it is able and willing to provide such services to the City. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall provide web site enhancement and hosting services, as well as promotional services, expansion and updating of the Ready (ROC) Emergency Preparedness Campaign, expansion of outreach into social media venues and business partnership group oversight, as set forth in greater detail in Exhibit A attached hereto and incorporated herein. Consultant shall create and implement a public service campaign using the branding and consistent messaging of the State of New York Metropolitan Transit Authority's "If You See Something, Say Something"TM campaign. Consultant shall use a multi-media approach including but not limited to social media venues, links on the existing ReadyOC Campaign website, and public event outreach, as set forth in greater detail in Exhibits B and C attached hereto and incorporated herein. 2. COPYRIGHT Except as otherwise provided in the terms and conditions of this agreement, Consultant may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty-free, non-exclusive, and irrevocable license to reproduce, 1 publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibits A, B, and C. The total sum to be expended under this Agreement shall not exceed $700,000.00 during the term of this Agreement, b. Out of pocket expenses, including mileage, copies and phone, will be billed separately on the first of each month, for the preceding month. Expenses that individually exceed $500, or aggregate $1,000 in any one month, will require prior written approval of City. Expenses will be deducted from the ten percent (10%) contingency for this program. Total expenditures for additional authorized work and out of pocket expenses shall not exceed $70,000 during the term of this Agreement. c. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed and deliverables completed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set for in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date first written above and terminate upon completion of all services pursuant to this Agreement, unless terminated earlier in accordance with Section 13, below. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create and employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 2 a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily injury and personal injury, including death resulting there from and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting there from, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 general aggregate. Consultant shall supply City with a fully executed additional insured endorsement which shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; (c) contain standard separation of insureds provisions; and provide City thirty day notice of cancellation of coverage. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City, ten (10) days notice if cancellation is due to non payment of premium. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims from personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in Section 1 of this Agreement, to the extent the same are due to the negligence or other wrongful conduct of Consultant, its contractors, subcontractors, agents, employees or other persons acting on behalf of Consultant. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana P.O. Box 1988 Santa Ana, CA 92702-1988 Fax (714) 647-6956 Copy to: Chief of Police City of Santa Ana 60 Civic Center Plaza (M-97) P.O. Box 1981 Santa Ana, CA 92702 Fax (714) 245-8007 And: City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Westbound Communications Rick Miltenberger 625 The City Drive, Suite 360 Orange, CA 92868 A party may change its address by giving notice in writing to the other party. Thereafter, communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have bee given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by either party upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the City Manager, or his designee, may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. CONSULTANT CERTIFICATIONS a. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by the City, the grant agency and/or their duly authorized representatives for a period of three (3) years from the termination of this Agreement. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Consultant shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Consultant shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Consultant, upon request during usual working hours. b. Consultant shall provide to City all records and information requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. c. Section 504 of the Rehabilitation Act of 1973 - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives benefits from federal financial assistance. The Consultant agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its contractors, subcontractors, assignees or successors. d. Americans with Disabilities Act of 1990 (ADA) - Consultant must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. e. Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of The Hatch Act. Civil Rights Compliance and Notification of Findings - Consultant and all of its contractors (or subrecipients) will comply, with the nondiscrimination requirements of the Omnibus Crime Control and Safe Streets Act of 1968, as amended, 42 USC 3789 (d), and Victims of Crime Act (as appropriate); Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title 11 of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Consultant makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Consultant will forward a copy of the findings to the City which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA, a charter city and municipal corporation MARIA HUIZAR Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO CONSULTANT: City Attorney WESTBOUND COMMUNICATIONS INC. Y LAURA[EED ? <- J c?-tT S?%?G; Assistant City Attorney President a C, a, Tax ID# 3 3 C)??B `) 0 V 9 EXHIBIT A FY12 READYOC STATEMENT OF WORK General Information: The following Statement of Work (SOW) defines the principle activities and responsibilities of all parties for public outreach services to support the Ready OC (ROC) Emergency Preparedness Campaign. This scope of work shall stand as an agreement between the City of Santa Ana (hereinafter Santa Ana) and Westbound Communications (hereinafter WBC). WBC will supply the following services: o ROC Web Site Management o Site content updating o Social media content updating o Site optimization o Site maintenance o ROC Advertising and Promotional Communications o Paid advertising o Social media outreach o Broadcast news promotions o Media/corporate promotions o Publicity services o Public Information Outreach Support for ROC Program o Multimedia production and outreach o Faith-based and citizen outreach o Project Administration Services No deviation of this SOW will be allowed without written consent from the Santa Ana Project Manager. Nevertheless, Santa Ana recognizes that projects of this magnitude will likely encounter various unforeseeable events that may cause tasks to overlap or change, and such change will be permissible with the written approval of Santa Ana Project Manager. This SOW is contingent upon both WBC and Santa Ana fulfilling their respective responsibilities as defined in the Agreement and within this document. Contents The following are included with this SOW: • Task Descriptions • Project Change Order • Project Schedule • Milestone Payment Schedule General Project Management Responsibilities Project management occurs throughout the project and is involved in every task. The overall project management activities are listed here for reference. Westbound Responsibilities: a. Maintain project communications with Santa Ana's Project Manager. b. Manage the efforts of the WBC staff and coordinate WBC activities with the Santa Ana Project Manager. C. Conduct on-site status meetings with Santa Ana's Project Manager on a monthly basis or when reasonably required at the discretion of Santa Ana to discuss project status. d. Provide timely responses, within ten (10) business days, to issues raised by Santa Ana's Project Manager. e. Prepare and submit, no later than the fifth business day of each month, a status report that includes: the accomplishments of the previous month, activities planned for the current month and any update to the project schedule. f. Prepare and submit project Change Proposals to Santa Ana's Project Manager as necessary. g. Prepare and submit Task Completion Letter(s) to Santa Ana's Project Manager as necessary. Santa Ana Responsibilities: a. Maintain project communications with the WBC Project Manager. b. Manage the efforts of ROC involved staff and coordinate ROC activities with the WBC Project Manager. c. The Project Manager must ensure that personnel have ample time, resources, and expertise to carry out their respective tasks and responsibilities. d. The Project Manager or his designee will participate in status meetings with the WBC Project Manager on a monthly basis or as may otherwise be reasonably required to discuss project status. e. Provide timely responses, within ten (10) business days, to issues raised by the WBC Project Manager. f. Liaison with all Santa Ana-provided third-party vendors and associated systems. g. Ensure acceptable Change Orders are approved by authorized signature(s). h. Ensure acceptable Task Completion Letter(s) are approved by the Project Manager or his designee. i. Ensure timely payment of invoices. j. Ensure WBC access to server and network equipment and work areas on a 247 basis, with pre-authorization for off-hours. k. Provide workspace for WBC personnel as reasonably requested. 10 SOW Format: Each task includes the following: Title, Objective, Task Description, Responsibilities and Completion Criteria. The tasks are depicted on the project schedule. All parties recognize that the SOW is not formatted chronologically with contractual obligations defaulting to Project Schedule unless otherwise noted. Task 1: Promise to Prepare (P2P) Expansion & Promotion Objective: Extend and maintain momentum of P2P program. The emphasis will be on strong public outreach presence and marketplace exposure in 2013 and extending to the end of Q1/2014 (March 30, 2014). Task Description: The promotion includes the ongoing public pronouncement that ROC will achieve Promises to Prepare from OC residents, businesses and community members. Task 1-A: Integrated Online/Offline Initiatives Objective: Develop and implement a minimum of two (2) initiatives along the lines of the "Show Us Your Kit" or "60 Second Emergency Kit" challenges. Task Description: These initiatives will comprise public challenges that will consist of integrated online (ex. Instagram promotion) and offline (ex. Display booth or Clear Channel promotion) elements that work together to promote emergency preparedness, generate promises and drive action steps toward quantifiable preparedness. These initiatives will also be promoted and leveraged across other ROC channels/communication vehicles such as the web site, at community events and more. Responsibilities: WBC shall: a. Develop the initiatives and seek approvals from the ROC Steering Committee b. Execute the initiatives in accordance with approved plans Santa Ana shall: a. Approve initiatives when fully developed and in conformance with P2P Program. Completion Criteria: This task is considered complete upon the completion of a minimum of two (2) initiatives. Planned completion and implementation will be by December 31, 2013. Task 1-B: ROC Emergency Preparedness Bucket List Objective: Plan, develop and implement concept, distributing a minimum of 5,000 ROC emergency preparedness buckets to OC community members by Q1 2014. (Note: WBC will seek to It expand the number of distributed buckets through partnering/sponsorship efforts with the Corporate Advisory Council and other community stakeholder groups.) Task Description: Create and execute a program playing off the concept of a "bucket list" - i.e. making sure residents check off their emergency preparedness bucket list by gathering appropriate emergency kit items. The ROC-branded buckets will be selectively promoted and distributed to OC community members as a demonstration of a simple preparedness step of purchasing a 5 gallon bucket and placing key emergency kit items within it. Along with serving as a tangible action step toward preparedness, the bucket concept offers numerous promotional opportunities via publicity, the web site, social media and other ROC communication channels. An initial quantity of 5,000 branded buckets will be produced. WBC and the ROC team will also seek to expand the program via corporate and business partnerships and sponsorships. Responsibilities: WBC shall: a. Plan and develop the program with approvals from the ROC Steering Committee b. Execute the program in accordance with approved plans Santa Ana shall: a. Approve initiative concepts and materials b. Support partnering and sponsorship efforts Completion Criteria: This task is considered complete upon the distribution of a minimum of 5000 buckets. Planned completion and implementation will be by Q1 2014. Task 1-C: Smartphone App Platform Expansion & Promotion Objective: Continue to refine and promote ROC smartphone applications (both iPhone/iPad and Droid) through dedicated outreach across calendar of activities, with the goal of having more than 2,000 downloads on each smartphone platform by Q1/2014. Task Description: The program includes the following activities: a. App Enhancements - work to enhance existing applications, including features updates, technical platform refinements, etc. b. App Platform Expansion - content updates and content management for existing iPhone, iPad and Droid apps, as well as expansion to support new iPad Mini and other emerging tablet/mobile formats. c. App Promotion Plan & Program - develop and implement plan to promote the availability of the apps and to drive downloads. This will include a mix of publicity, advertising, video, website, social media and other offline and online marketing elements. Responsibilities: WBC shall: 12 c. Develop the initiative and seek plan and program approval from the ROC Steering Committee d. Execute the promotion in accordance with the approved plan Santa Ana shall: a. Approve plan and promotion elements Completion Criteria: This task is considered complete upon the completion of the deliverables. Planned completion and implementation will be by Q1/2014. Task 1-D: Clear Channel Radio Promotions Objective: Develop and implement an expanded radio promotional campaign during 2013 (up to 3 promotional programming periods). The program will include on-air spots, public service show interviews, scheduled on-air DJ chatter, on-air remote promotions, online promotions/adlets, etc., with specific emphasis on the P2P campaign and message. Also included will be expansion into the online (ex. Heart radio) platforms. Task Description: The use of popular radio stations and their on-air personalities will effectively reach Orange County residents of varying backgrounds. By working with a radio syndicate such as Clear Channel (particularly the KITS FM, KOST 103.7 and KSBR 98.7 stations), ROC messages will be aired on multiple stations to reach mainstream as well as more specific segments of the population. On-air and online promotions will be developed and implemented to attract and promote emergency preparedness. Importantly, this effort will expand on previously successful promotions through Clear Channel through a broader reach. This includes leveraging online radio platforms such as Heart radio to reach the rapidly increasing app/mobile user markets. Activities will include: a. Plan Development & Review - working with Clear Channel, a plan will be developed and implemented for a promotional period to take place during Fall 2013. The plan will consist of both on-air and online outreach components. b. Coordination of Advertising and Online Promotions - work directly with radio partner on the management of the promotional period, developing copy for advertising spots, public service announcements, completing air checks, securing data from the online components, and reporting results to the ROC Steering Committee. c. Summary Report of Online Outreach - analyze data of registered "click-throughs" from the radio websites to ReadyOC and monitoring the number of promises to prepare that come as a result of the radio promotion. A final report will be prepared and delivered to the Steering Committee. Responsibilities: WBC shall: a. Develop the promotion and seek plan approval from the ROC Steering Committee b. Execute the promotion in accordance with the approved plan 13 Santa Ana shall: a. Approve the plan and promotional elements Completion Criteria: This task will be continuously implemented throughout the promotional period. Completion is planned to occur by December 31, 2013. Task 1-E: Publicitv Outreach Objective: Pursue and secure 3-4 editorial stories within regional print, broadcast and/or online media promoting ROC and ROC's emergency preparedness messaging. Task Description: The emphasis of this effort will be to develop and implement a plan to secure major editorial stories within regional print, broadcast and/or online media. Sample media outlets might include the Orange County Register, Good Day LA, KTLA Morning News, La Opinion, Telemundo, OC Metro, and others. Activities include creating, pitching and securing stories within print and broadcast press that reach OC readers, listeners and/or viewers. Responsibilities: WBC Shall: a. Develop the publicity and seek plan approval from the ROC Steering Committee b. Execute the media relations outreach in accordance with the approved plan Santa Ana shall: a. Approve the plan and publicity elements Completion Criteria: This task will be continuously implemented throughout the outreach period. Completion coincides with the end of Q1/2014. Task 1-F: Video PSA Initiative Objective: Develop 2-3 video vignettes that support public service messaging on behalf of the ROC campaign. Task Description: Create and execute video PSAs to expand and extend the ROC messaging across OC communities, with an emphasis on distribution through OC-based cable stations and online platforms such as ROC's YouTube channel and the ROC website Home Page. These vignettes may be an extension of the previously introduced "Ready & Freddy" PSA video series, or they may be a new concept depending on needs. Responsibilities: WBC Shall: 14 a. Develop and produce the vignettes with approval from the ROC Steering Committee b. Distribute the PSAs in accordance with the approved plan Santa Ana shall: a. Approve the plan and video vignettes Completion Criteria: This task is considered complete upon the production and distribution of three (3) video vignettes. Completion coincides with the end of Q1/2014. Task 2: Education-Based Outreach Objective: Expand and execute simultaneous "top-bottom" activities with OC education organizations and schools to support ROC emergency preparedness efforts and the Promise to Prepare initiative. Task Description: Handle all aspects of programming, materials development and distribution, school assemblies and other activities/events based on the semesters during 2013 and through Q1 2014. This task includes working with schools across OC to promote the P2P initiatives including communications to the region's 180-plus schools and nearly 200,000 students, as well as direct outreach to 10,000-plus elementary-aged children. Broadly, activities are anticipated to include: Elementarv School Assemblv Proaram - Extend and implement elementary school assembly program and promotion throughout Orange County, seeking to conduct approximately 45 total assemblies during the contracted period, or an annual average of 5 assemblies per month. - This encompasses scheduling, supporting and promoting assemblies leveraging Officer John Reed with elementary schools throughout Orange County. Officer John Reed is responsible for conducting assemblies on his own, with the exception of 10-12 assemblies which will be additionally staffed for formal research and feedback as well as for quality control. - Tasks include booking assemblies, managing the annual calendar, promoting events through OCDE, school districts and individual school sites, capturing, posting and distributing video, photos and other content, creating and distributing information kits (with kit assembly assistance from Officer Reed), post-event school follow-up and more. • OCDE & School Districts Communication Program - Develop and disseminate regular quarterly communications that promote ROC and P2P emergency preparedness initiatives to and through the county (OCDE) and school districts. 15 Conduct up to six meetings and presentations with key OCDE and/or school district officials/representatives to promote and advance the ROC and P2P program and activities. Responsibilities: WBC shall: a. Develop the initiative and seek plan approval from the ROC Steering Committee Santa Ana shall: a. Approve plan and activities Completion Criteria: This task is considered complete upon delivery of presentations to the required schools. Completion is planned for the end of Q1/2014. Task 3: 2012 Faith-Based Outreach & Ready Sunday Outreach Objective: Continue implementing program to support and/or staff key faith- based emergency preparedness and up to six Ready Sunday-branded events based on the Project Schedule. Task Description: Handle all aspects of event support, staffing and promotion for the first annual Ready Sunday promotion in 2013 and through Q1 2014. This program will build on the current programming conducted in 2011 and 2012 involving churches, temples, synagogues and other faith-based entities. Responsibilities: WBC shall: a. Develop the promotion and seek approval from the ROC Steering Committee b. Execute the promotion based on the Task Description Santa Ana shall: a. Approve promotion elements Completion Criteria: This task will be implemented throughout the promotional period. Completion is planned for the end of Q1 2014. Task 4: Micro Campaigns Objective: Develop and implement a series of promotions for ROC during 2013 through Q1/2014 Task Description: The micro campaigns will be designated promotional initiatives that will be individually implemented with a specific beginning and end date (see following sub-tasks for specifics). 16 Responsibilities: See sub-tasks for specifics. Completion Criteria: This task is considered complete when all budgeted sub-tasks have been completed in their respective entirety. Task 4-A: Angels Preparedness Night & Promotion Objective: Develop, implement and stage the fourth annual ReadyOC Night at a Los Angeles Angels of Anaheim Major League Baseball game. Importantly, this promotion will be expanded as it will encompass funding overlap from previous ROC budgets. Task Description: Using the best practices from previous ROC Nights, this promotion will include a "readiness giveaway item" pre-game activities to secure Promises to Prepare, public address announcements about ReadyOC, public service announcements on the Stadium video screen and other complementary activities to promote ReadyOC and the Promise to Prepare campaign. Responsibilities: WBC shall: a. Work with the Steering Committee to identify and develop the ReadyOC Night at Angels Stadium promotion. b. Execute the promotion in accordance with the approved plan Santa Ana shall: a. Approve plan and promotion elements Completion Criteria: This task is considered complete upon completion of the promotion depending on the date assigned by the Angels. It is anticipated to be completed in 2013. Task 4-13: 2013/Q1 2014 Leveraged Promise Drives Objective: Explore opportunities through the ROC Steering Committee to partner with key county organizations to help drive community-wide emergency preparedness pledges, securing a minimum of three major promotions (ex. OCTA bus promotion). Task Description: Work with the ROC Steering Committee to target the OC Fair, OCTA, the Anaheim Ducks and other high-traffic/high-visibility organizations for no-cost and/or in-kind support for the ROC campaign. The scope of these drives will be proportional to the ability of the committees (or Corporate Advisory Council) to leverage relationships to minimize or eliminate promotional and/or sponsorship costs. 17 Responsibilities: WBC shall: a. Work with ROC Steering Committee and/or Corporate Advisory Council to support inquiries as appropriate Santa Ana shall: a. Work with ROC Steering Committee and/or Corporate Advisory Council to support inquiries as appropriate Completion Criteria: This task is considered complete upon completion of the promotion as described in the ROC Steering Committee-approved Project Schedule. Task 5: 2013 Corporate Advisory Council (CAC) Support & Commitments Objective: Continue managing current CAC group with emphasis on enhancing participation benefits, retaining current active members for 2013, and expanding successes in leveraging CAC resources, connections and contributions to the overall ROC initiative during the year. Task Description: Continue momentum to expand the success of the council to help provide opportunities, extensions, and ongoing support for ROC. Activities include: a. CAC Designated Ambassador - continue to leverage and refine the designated CAC ambassadors to facilitate and deepen relationship efforts. b. One-on-One Outreach Tour - continue successful new strategy to outreach to CAC members in a high-touch, one-to-one manner to generate customized opportunities for promotional investment and support of the ROC campaign. c. CAC Recognition Program - formalize development and implementation of recognition program for CAC members that elevates the prestige for and expands the interest in promoting ROC and emergency preparedness. Responsibilities: WBC shall: a. Develop and implement the program with approval from the ROC Steering Committee Santa Ana shall: a. Approve the program and promotional efforts Completion Criteria: This task will be implemented throughout the performance period. Completion is planned for the end of 2013. 18 Task 6: Website, Social Media & Online Outreach and Maintenance Objective: Review, recommend and pursue platform updates for the readyoc.org website and social media platforms to expand and extend technical capabilities for improved user experience and functionality. This includes recommendations and options for a website design/content organization refresh. Also included will be developing and implementing ongoing website and social media content, maintenance and management activities. Specific deliverables are as follows: Task Description: See sub-tasks for specifics. Responsibilities: See sub-tasks for specifics. Completion Criteria: This task is considered complete when all budgeted sub-tasks have been completed in their respective entirety. Task 6-A: Interactive Web Elements Objective: Enhance the website with a minimum of three Animoto presentations and three infographics. Task Description: Create and implement Animoto presentations (online video/photo presentations) and three infographics (graphical representations of key ROC data/information). Responsibilities: WBC shall: a. Develop and produce the web elements with approval from the ROC Steering Committee Santa Ana shall: a. Approve web elements Completion Criteria: This task is considered complete upon the delivery of a minimum of three (3) Animoto presentations and three (3) Infographics. Completion is planned for the end of Q1/2014. Task 6-13: Website Content Updates, Management & Maintenance Objective: Refine and maintain 24/7 website content, maintenance and management activities and support through Q1 2014. 19 Task Description: Handle all aspects of website updates, site optimization, site maintenance, site management and site metrics/reporting needs in accordance with ROC approved processes and protocols. Responsibilities: WBC shall: a. Develop the initiative and seek plan approval from the ROC Steering Committee Santa Ana shall: a. Approve plan and collateral materials Completion Criteria: This task is considered complete upon the completion of the support period. Completion is planned for the end of Q1/2014. Task 6-C: Social Media Content Updates, Management & Maintenance Objective: Develop and monitor 24/7 social media content as well as manage platforms for ROC Twitter, Facebook, YouTube and Instagram channels, all in accordance with the approved processes and protocols for each medium. Task Description: Handle all aspects of social media updates, optimization, maintenance, management and metrics/reporting needs in accordance with ROC approved processes and protocols. Responsibilities: WBC shall: a. Develop the initiative and seek plan approval from the ROC Steering Committee Santa Ana shall: a. Approve plan and collateral materials Completion Criteria: This task is considered complete upon the completion of the support period. Completion is planned for the end of Q1/2014. TASK 7: COMMUNITY & CITIZENS OUTREACH Objective: Develop and implement ongoing community and citizens' outreach at targeted community, emergency preparedness and other designated events and/or presentation venues, seeking to reach and engage with hundreds of thousands of citizens and community members. Task Description: Calendar, staff and manage up to 36 community (ex. Brea Fest) and emergency preparedness (ex. National Night Out) events as well as presentations to targeted community organizations/groups (ex. Boy Scouts). 20 Deliverables: • Master Community & Citizen Events Calendar Create and manage a master annual calendar for all milestone events that ROC will participate in and/or staff in support of emergency preparedness outreach efforts and the P2P initiative. • Event Promotion & Staffinq Promote and staff (as appropriate) up to 36 community events throughout Orange County that are aligned with the Master Community & Citizen Events Calendar. Event activities may include table displays, street team canvassing, ROC/P2P materials and giveaway distribution and more. Responsibilities: WBC shall: a. Develop the outreach and seek plan approval from the ROC Steering Committee b. Execute the outreach in accordance with the approved plan Santa Ana shall: a. Approve plan and promotional elements Completion Criteria: This task is considered complete upon the completion of the support period. Completion is planned for the end of Q1/2014. TASK 8: COLLATERAL & PROMOTIONAL MATERIALS Objective: Develop, produce and update ROC and P2P collateral materials and promotional materials for use in all programming as appropriate. Task Description: Handle design, writing, production and distribution of all materials supporting ROC and P2P initiatives. Deliverables: Collateral Materials o ROC Fact Sheets, 10,000 total quantity o ROC Flyers, 20,000 total quantity o ROC Family Emergency Plans, 25,000 total quantity [Note: this is in addition to those produced as part of the Faith-Based program] o P2P Fact Sheets, 20,000 total quantity • Promotional Materials o ROC/P2P Wristbands, 100,000 total quantity o ROC/P2P Emergency Document Bags, 60,000 total quantity 21 o ROC/P2P Emergency Contact Magnets, 30,000 total quantity Responsibilities: WBC shall: a. Develop all materials and seek approvals from the ROC Steering Committee b. Produce materials in accordance with Steering Committee approvals Santa Ana shall: a. Approve materials Completion Criteria: This task is considered complete upon delivery of the promotional materials. Completion is planned for the end of Q1/2014. 22 le O N r A M O N M 7 L u U) r C d E CL as C O 2 . 6 0 6 6 0 L ?- V? 0 0 0 0 0 N 6. 0 0 0 0 0 O N 613 0 0 0 0 C O M EA 0 0 0 0 0 In r V3 0 0 0 0 0 0 N U> 0 0 0 0 C w ?- V3 0 0 6 0 o w c- 613 0 0 6 0 O O N 6, 0 0 6 0 O O N V) 0 0 0 0 O O N V) 0 0 6 0 O N r• V-} 0 0 6 0 O LO r 613 0 0 6 0 O N ?- V3 0 0 6 0 O w .- V) 0 0 6 0 O O N 6r3 0 0 6 0 o LO M V> ° °. ° O LO m 69 W U Z Q v w F.., c z a> c Q c • c ° 0 c ca O - o O Z Q O E ? a Cl) U 06 m O J a Q N z w °' J a Y c Z o w E Q C CL a) m w co a? m = O '> m n c ° J w Z Q Q N 0 x a- c -0 E Q W rn `? 5 a P Q ( U E _ a i O c a) Z X c Q o a w otf Z L O 06 E 0 O w e co o ? _ in U) U Q O a c O H w O a a a) > > V Q c O .N p W = e C o co Z O (D >, CL 0 W a o O w c w N 0 d ? (ci Q w Z v i : M w? p c C Q N U, aai a. a U a) U a CL a) E -c U) < a- 2 Ca O m W O U •- ? a Z W a y w 0 in Q rn U m ` m ' o O cn c H cn m 'u W U) c V J p u> j F- a U) U a > Q m ¢ - J o a 0 0 o W a w w U cU U Q m U 0 W li Q co Q m U r- v v co (o co ?. • r Y (n Y cn Y fn Y N Y to Y (A N M !F t Yo Y (n w CO Y N Y In Yto 1- OD 0 O f0 H f6 F- ld H (9 H (0 F- (0 I- (0 ~ (6 F- fB H (0 ~ (0 ~ (? J Cl) Cl) U) U) Q Q U) U) Q Q Q Q Q O O EXHIBIT B If You See Something, Say Something (S4) - OC Initiative FY11 S4 STATEMENT OF WORK General Information: The following Statement of Work (SOW) defines the principle activities and responsibilities of all parties for public outreach services to support the "If You See Something, Say Something" (S4) initiative for Orange County. This scope of work shall stand as an agreement between the City of Santa Ana (hereinafter Santa Ana) and Westbound Communications (hereinafter WBC). WBC will supply the following services during the term commencing March 1, 2013 and ending August 31, 2013: o S4 Microsite Creation & Management o Site content and design development and management o Site optimization o Site maintenance o S4 Promotional and Advertising Communications o Paid advertising o Social media outreach o Community promotions o Publicity services o Staged event marketing o Marketing Support for S4 Program o Multimedia production and outreach o Citizen and faith-based outreach o Corporate partnering o Project Administration Services No deviation of this SOW will be allowed without written consent from the Santa Ana Project Manager. Nevertheless, Santa Ana recognizes that projects of this magnitude will likely encounter various unforeseeable events that may cause tasks to overlap or change, and such change will be permissible with the approval of Santa Ana Project Manager. This SOW is contingent upon both WBC and Santa Ana fulfilling their respective responsibilities as defined in the Agreement and within this document. Contents The following are included with this SOW: • Task Descriptions 24 • Project Change Order • Project Schedule • Milestone Payment Schedule General Project Management Responsibilities Project management occurs throughout the project and is involved in every task. The overall project management activities are listed here for reference. Westbound Responsibilities: a. Maintain project communications with Santa Ana's Project Manager. b. Manage the efforts of the WBC staff and coordinate WBC activities with the Santa Ana Project Manager. c. Conduct on-site status meetings with Santa Ana's Project Manager on a monthly basis or when reasonably required at the discretion of Santa Ana to discuss project status. d. Provide timely responses, within ten (10) business days, to issues raised by Santa Ana's Project Manager. e. Prepare and submit, no later than the fifth business day of each month, a status report that includes: the accomplishments of the previous month, activities planned for the current month and any update to the project schedule. f. Prepare and submit project Change Proposals to Santa Ana's Project Manager as necessary. g. Prepare and submit Task Completion Letter(s) to Santa Ana's Project Manager as necessary. Santa Ana Responsibilities: b. Maintain project communications with the WBC Project Manager. c. Manage the efforts of S4 involved staff and coordinate S4 activities with the WBC Project Manager. d. The Project Manager must ensure that personnel have ample time, resources, and expertise to carry out their respective tasks and responsibilities. e. The Project Manager or his designee will participate in status meetings with the WBC Project Manager on a monthly basis or as may otherwise be reasonably required to discuss project status. f. Provide timely responses, within ten (10) business days, to issues raised by the WBC Project Manager. g. Liaison with all Santa Ana-provided third-party vendors and associated systems. h. Ensure acceptable Change Orders are approved by authorized signature(s). i. Ensure acceptable Task Completion Letter(s) are approved by the Project Manager or his designee. j. Ensure timely payment of invoices. k. Ensure WBC access to server and network equipment and work areas on a 24x7 basis, with pre-authorization for off-hours. 1. Provide workspace for WBC personnel as reasonably requested. 25 SOW Format: Each task includes the following: Title, Objective, Task Description, Responsibilities and Completion Criteria. The tasks are depicted on the project schedule. All parties recognize that the SOW is not formatted chronologically with contractual obligations defaulting to Project Schedule unless otherwise noted. Task 1: S4 Annual Marketing Road Map Objective: Develop and present a 40-45 page plan that details all objective, target audiences, strategies, tactics, timelines and budget allocations. Task Description: This task includes creating, presenting and implementing a marketing road map that guides all marketing and promotional activities for the year. Responsibilities: WBC shall: a. Develop the plan (road map) and seek approvals from the ROC Steering Committee b. Execute the road map in accordance with approved plans Santa Ana shall: a. Approve the plan Completion Criteria: This task is considered complete upon the completion and approval of the plan by the Santa Ana Project Manager. Task 2: S4 Microsite Launch Objective: Design and launch a microsite web hub for OC's S4 initiative. Task Description: Westbound will conceive, design, develop, host and maintain an S4 microsite (up to 10 pages maximum) to serve as the campaign's online hub. Importantly, the site will focus on promoting public awareness of and exposure for the S4 initiative, though links and contact information will be included to direct concerned citizens to appropriate operational reporting and response mechanisms (for example, 911). Activities include: a. Development and Launch of Microsite - craft, launch and then promote a new S4 microsite. b. Site Content Updates, Management & Maintenance - develop and implement 24/7 website content, maintenance and management activities and support. This includes handling all aspects of website updates, site optimization, site maintenance, site management and site metrics/reporting needs in accordance with approved processes and protocols. 26 Responsibilities: WBC shall: a. Develop the initiative and seek plan and Project Manager. Santa Ana shall: implementation approvals from the Santa Ana a. Approve plan and implementation activities. Completion Criteria: This task is considered complete upon the launch of the microsite, and maintenance of the microsite through the performance period. Task 3: S4 Social Media Platform Launch Objective: Launch and implement a strategic social media program supporting S4 public awareness activities and engagement activities using Twitter, Facebook, YouTube and Instagram. Task Description: Create and manage all S4 social media content updates, management and maintenance. This include developing and monitoring 24/7 social media content and managing selected social media platforms noted below, all in accordance with approved S4 processes and protocols for each medium. The program includes the following activities: a. Social Media Master Plan - create a master strategic plan and annual calendar that clearly defines the approaches and tactics for an integrated social media initiative using Twitter, Facebook, Linkedln and YouTube b. S4 Twitter - develop content and manage channel c. S4 Facebook - develop content and manage channel d. S4 Instagram - develop content and manage channel e. S4 YouTube - develop content and manage channel Responsibilities: WBC shall: c. Develop the initiative and seek plan and program approval from the Santa Ana Project Manager d. Execute the promotion in accordance with the approved plan Santa Ana shall: a. Approve plan and promotion elements Completion Criteria: This task requires completion of the Social Media Master Plan, the launch of the social media channels and maintenance of the social media platforms throughout the program period. Task 4: S4 Information & Materials Toolkit 27 Objective: Produce and distribute information materials (fact sheets, flyers, signs) that support efforts to build public awareness and generate engagement around the S4 initiative. Task Description: Create a toolkit of elements available electronically and as hand-outs to the public. These elements will include: a. Fact Sheet (10,000 Quantity) - create an S4 fact sheet that explains the initiative and campaign b. Flyer/Signage/Banner - develop a standardized one-page, visually-driven promotional piece that can be leveraged as a flyer, sign, banner or other display material. c. Templates - convert all materials into templates that can be accessed and leveraged by S4 partners, stakeholders and the public. Responsibilities: WBC shall: a. Produce and complete the toolkit with approval from the Santa Ana Project Manager b. Implement distribution of materials in conjunction with overall promotional efforts Santa Ana shall: a. Approve the toolkit elements Completion Criteria: This task is considered complete upon the delivery of all materials and templates. Task 5: S4 Citizens & Communitv Booth & Initial Outreach (6-8 months Objective: Develop and produce an S4-branded booth and begin initial ongoing community and citizens' outreach at targeted transit, community, law enforcement and other designated events and/or presentation venues, seeking to reach and engage with hundreds of thousands of citizens and community members. Task Description: Create and produce an S4-branded table/booth to be used for community outreach events and activities promoting S4 messaging. Additionally, this includes calendaring, staffing and managing up to 6 initial community events (ex. Angels, National Night Out) events as well as presentations to targeted community organizations/groups (ex. Crime Alert Network). Deliverables: a. S4-Branded Table/Booth - create a dynamic table/booth with a banner, draping and promotional signage that can be leveraged for outreach events. b. Master Community & Citizen Events Calendar - create and manage a master annual calendar for all milestone events that S4 will participate in and/or staff in support of S4 promotional outreach efforts. 28 c. Event Promotion & Staffing - promote and staff (as appropriate) up to 6 community events throughout Orange County that are aligned with the Master Community & Citizen Events Calendar. Event activities may include table displays, street team canvassing, information materials and giveaway distribution and more. Responsibilities: WBC shall: a. Develop the outreach and seek plan approval from the Santa Ana Project Manager b. Execute the outreach in accordance with the approved plan Santa Ana shall: a. Approve plan and promotional elements Completion Criteria: This task is considered complete upon the completion of the calendar and implementation of approved events. Task 6: S4 Promotional Partnering Objective: Build and establish promotional partnerships with Orange County-based transit, corporate and organizational partners (John Wayne Airport, OCTA, Disneyland, Angels, Ducks, major hotels), leveraging existing national S4 relationships wherever possible. Task Description: Create partnering opportunities and relationships that support S4 outreach. Activities include: a. Designated S4 Ambassadors - create designated S4 ambassadors to facilitate and deepen relationship efforts. b. One-on-One Outreach Tour - outreach to potential partner candidates in a high-touch, one-to-one manner to generate customized opportunities for promotional investment and support of the S4 campaign. c. Recognition Program - formalize development and implementation of recognition program for S4 partners that elevates the prestige for and expands the interest in promoting S4 messaging. Responsibilities: WBC shall: Develop and implement the program with approval from the Santa Ana Project Manager Santa Ana shall: Approve the program and promotional efforts Completion Criteria: This task is considered complete upon the completion of the tasks and the termination of the program period. Task 7: Staged Promotions & Publicity Outreach (First Half) 29 Objective: Craft and implement staged promotions and publicity outreach to maximize high-visibility exposure for the S4 campaign. Task Description: Stage location- and/or market-based promotions and publicity efforts that support the S4 campaign. Activities include: a. Major Public Venue Promotion - create and implement a dynamic promotional concept (ex. giant backpack) for use in major transit and public venue settings (JWA, Amtrak, OCTA, Angels Stadium). b. Sponsored PSAs - leverage sponsored radio, television and/or online media programming (Clear Channel, CBS Networks) to push S4 public service announcement messaging throughout Orange County. c. Editorial Publicity - pursue earned media opportunities through press briefings, story pitching and press releases as appropriate to drive editorial press coverage of S4. Responsibilities: WBC shall: a. Develop and implement the program with approval from the Santa Ana Project Manager Santa Ana shall: a. Approve the program and promotional efforts Completion Criteria: This task requires implementation of the promotional program throughout the program period. 30 d a d t v U) C d O O C O N d d' co r r U. •O O O O LO Eft O O O O O EA O O O O U') to O O O O U7 EA O O O O U7 EA O O O Co O EA O O O O O EA O O O O O 60 O O O O O O N !A L C O E (0 Cl Q W F- O J Q Q W Z = O () ca O Q ~ O U Q m Z J m w a W } a a O H U. z Q Z J d Z CL O o M a a Z J P J O U Z O O z w w ,6 O 0 Q w O a Y w U U O W O LL Z O 9 N ? U a a m a> c r N M le N w ti C O J C a o F - Q Q Q Q Q Q Q ? ? N H H H H F H M EXHIBIT C If You See Something, Say Something (S4) - OC Initiative FYI 2 S4 STATEMENT OF WORK General Information: The following Statement of Work (SOW) defines the principle activities and responsibilities of all parties for public outreach services to support the "If You See Something, Say Something" (S4) initiative for Orange County. This scope of work shall stand as an agreement between the City of Santa Ana (hereinafter Santa Ana) and Westbound Communications (hereinafter WBC). WBC will supply the following services the term commencing September 1, 2013 and ending March 31, 2014: o S4 Microsite Creation & Management o Site content and design development and management o Site optimization o Site maintenance o S4 Promotional and Advertising Communications o Paid advertising o Social media outreach o Community promotions o Publicity services o Staged event marketing o Marketing Support for S4 Program o Multimedia production and outreach o Citizen and faith-based outreach o Corporate partnering o Project Administration Services No deviation of this SOW will be allowed without written consent from the Santa Ana Project Manager. Nevertheless, Santa Ana recognizes that projects of this magnitude will likely encounter various unforeseeable events that may cause tasks to overlap or change, and such change will be permissible with the approval of Santa Ana Project Manager. This SOW is contingent upon both WBC and Santa Ana fulfilling their respective responsibilities as defined in the Agreement and within this document. Contents The following are included with this SOW: • Task Descriptions 32 • Project Change Order • Project Schedule • Milestone Payment Schedule General Project Management Responsibilities Project management occurs throughout the project and is involved in every task. The overall project management activities are listed here for reference. Westbound Responsibilities: a. Maintain project communications with Santa Ana's Project Manager. b. Manage the efforts of the WBC staff and coordinate WBC activities with the Santa Ana Project Manager. c. Conduct on-site status meetings with Santa Ana's Project Manager on a monthly basis or when reasonably required at the discretion of Santa Ana to discuss project status. d. Provide timely responses, within ten (10) business days, to issues raised by Santa Ana's Project Manager. e. Prepare and submit, no later than the fifth business day of each month, a status report that includes: the accomplishments of the previous month, activities planned for the current month and any update to the project schedule. f. Prepare and submit project Change Proposals to Santa Ana's Project Manager as necessary. g. Prepare and submit Task Completion Letter(s) to Santa Ana's Project Manager as necessary. Santa Ana Responsibilities: h. Maintain project communications with the WBC Project Manager. i. Manage the efforts of S4 involved staff and coordinate S4 activities with the WBC Project Manager. j. The Project Manager must ensure that their personnel have ample time, resources, and expertise to carry out their respective tasks and responsibilities. k. The Project Manager or his designee will participate in the status meeting with the WBC Project Manager on a monthly basis or as may otherwise be reasonably required to discuss project status. 1. Provide timely responses, within ten (10) business days, to issues raised by the WBC Project Manager. m. Liaison with all Santa Ana-provided third-party vendors and associated systems. n. Ensure acceptable Change Orders are approved by authorized signature(s). o. Ensure acceptable Task Completion Letter(s) are approved by the Project Manager or his designee. p. Ensure timely payment of invoices. q. Ensure WBC access to server and network equipment and work areas on a 24x7 basis, with pre-authorization for off-hours. r. Provide workspace for WBC personnel as reasonably requested. 33 SOW Format: Each task includes the following: Title, Objective, Task Description, Responsibilities and Completion Criteria. The tasks are depicted on the project schedule. All parties recognize that the SOW is not formatted chronologically with contractual obligations defaulting to Project Schedule unless otherwise noted. Task 1: S4 Microsite Updates. Manaaement & Maintenance Objective: Update, manage and maintain the technical platform and content updates for the microsite web hub for OC's S4 initiative. Task Description: Westbound will host, update and maintain the S4 microsite that serves as the campaign's online hub. This includes handling all 24/7 website content, maintenance and management activities and support such as website updates, site optimization, site maintenance, site management and site metrics/reporting needs in accordance with approved processes and protocols. Responsibilities: WBC shall: a. Manage and maintain the S4 microsite. Santa Ana shall: a. Approve site updates and management activities. Completion Criteria: This task will be continuously implemented throughout the performance period. Task 2: S4 Social Media Platform Updates & Manaaement Objective: Update and manage the ongoing social media program supporting S4 public awareness activities and engagement activities using Twitter, Facebook, YouTube and Instagram. Task Description: Maintain S4 social media platforms through daily and weekly content updates, management and maintenance. This include developing and monitoring 24/7 social media content and managing selected social media platforms noted below, all in accordance with approved S4 processes and protocols for each medium. Responsibilities: WBC shall: c. Execute the platforms in accordance with the approved plan Santa Ana shall: a. Approve platform elements 34 Completion Criteria: This task will be continuously implemented throughout the performance period. Task 3: S4 Information & Materials Toolkit UDdates & Rearints Objective: Updates and reprints of selected materials (fact sheets, flyers, signs) that support efforts to build public awareness and generate engagement around the S4 initiative. Task Description: Refine and reprint materials, with specific quantities and edits to be determined by need and approved by the Santa Ana Project Manager in advance of production. Responsibilities: WBC shall: c. Produce and complete reprints approval from the Santa Ana Project Manager Santa Ana shall: a. Approve reprint elements Completion Criteria: This task is considered complete upon the delivery of all specified reprints. Task 4: S4 Citizens & Communitv Outreach Objective: Conduct ongoing community and citizens' outreach at targeted transit, community, law enforcement and other designated events and/or presentation venues, seeking to reach and engage with hundreds of thousands of citizens and community members. Task Description: Staff and manage ongoing community outreach events and activities promoting S4 messaging. This includes calendaring, staffing and managing 12 community events (ex. Angels, National Night Out) events as well as presentations to targeted community organizations/groups (ex. Crime Alert Network). Deliverables: d. Event Promotion & Staffing - promote and staff (as appropriate) 12 community events throughout Orange County that are aligned with the Master Community & Citizen Events Calendar. Event activities may include table displays, street team canvassing, information materials and giveaway distribution and more. Responsibilities: WBC shall: a. Execute the outreach in accordance with the approved plan Santa Ana shall: 35 a. Approve events and promotional elements Completion Criteria: This task is considered complete upon the completion of the calendar and implementation of events. Task 5: S4 Promotional Partnering Objective: Continue building and establishing promotional partnerships with Orange County-based transit, corporate and organizational partners (John Wayne Airport, OCTA, Disneyland, Angels, Ducks, major hotels), leveraging existing national S4 relationships wherever possible. Task Description: Create partnering opportunities and relationships that support S4 outreach. Activities include: a. One-on-One Outreach Tour - continue outreach to potential partner candidates in a high-touch, one-to-one manner to generate customized opportunities for promotional investment and support of the S4 campaign. b. Recognition Program - continue recognition program for S4 partners that elevates the prestige for and expands the interest in promoting S4 messaging. Responsibilities: WBC shall: Develop and implement the program with approval from the Santa Ana Project Manager Santa Ana shall: Approve the program and promotional efforts Completion Criteria: This task shall be continuously implemented throughout the performance period. Task 6: Staged Promotions & Publicity Outreach (Second Half) Objective: Continue to implement staged promotions and publicity outreach to maximize high-visibility exposure for the S4 campaign. Task Description: Stage location- and/or market-based promotions and publicity efforts that support the S4 campaign. Activities include: a. Major Public Venue Promotion - create and implement a dynamic promotional concept (ex. giant backpack) for use in major transit and public venue settings (JWA, Amtrak, OCTA, Angels Stadium). b. Sponsored PSAs - leverage sponsored radio, television and/or online media programming (Clear Channel, CBS Networks) to push S4 public service announcement messaging throughout Orange County. 36 c. Editorial Publicity - pursue earned media opportunities through press briefings, story pitching and press releases as appropriate to drive editorial press coverage of S4. Responsibilities: WBC shall: Develop and implement the program with approval from the Santa Ana Project Manager Santa Ana shall: Approve the program and promotional efforts Completion Criteria: This task will be implemented throughout the promotional program period. 37 d O O t v C d O a p C O N d co N r } LL O O O O O N 69 O O O O O N r- 69 O O O O m M 64 O O O O O lf) N 69 O O O O O O N 69 O O O O O O O 69 O CD O C ~ 69 O 0 O C O V- r fA co H z R co W a = U W Z z o Q U W W N (n z 2 Z Q o Q Q p E U a- W oo N W ~ W O Q p O W F_ ~ ? U Q n U) = O J Q Q O m 0 W a O . LL ~ z ~ w Q J Q z a a O a Q z O a ~ w w O z 2 ?_ a y O O ? 0 a z o . U O N w U a O _ 0 ? U a a a c d rn c • N M V LO w C O J H ~ Q H a Q F - F - F - L 00 M OP ID: JL 144r_, RO CERTIFICATE OF LIABILITY INSURANCE DAT DlYYYY) . 1 0125 10!25/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements . PRODUCER 909-435-0230 C S CONTACT NAME: awyer ook Insurance 1200 California St., Ste 260 909-798-7971 P HONE FAX a/c No Ext : A/C No): Redlands, CA 92374 E-MAIL Small Business U it ADDRESS: n PRODUCER CUSTOMER ID #: COMMU-5 INSURERS AFFORDING COVERAGE IC # INSURED Westbound Communications, Inc. INSURERA:Hartford Insurance Company 22367 625 The City Dr., Ste 360 O INSURER B: Atlantic Specialty Ins Co 27154 range, CA 92868 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REV!-S!ON 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. INTR TYPE OF INSURANCE INSR U R POLICY NUMBER MM DDY FF-F MM/DDfYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 A X COMMERCIAL GENERAL LIABILITY X 72SBAAE3737 05/06/12 05/06113 PDAMAGE TO REN REMISES Ea occurrence $ 300,00 CLAIMS MADE X OCCUR - MED EXP (Any one person) $ 10,00 PERSONAL & ADV INJURY $ 2,000,00 ;GENERALAGGREGATE $ 4,000,00 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ 4,000,00 X POLICY PIECT -7 RO LOC $ AUT OMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2 000 00 ANY AUTO (Ea accident) , , ALL OWNED AUTOS BODILY INJURY (Per person) $ A SCHEDULED AUTOS 72SBAAE3737 05/06/12 05106/13 BODILY INJURY (Per accident) X HIRED AUTOS , PROPERTY DAMAGE $ (Per accident) X NON-OWNEDAUTOS $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ i DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION WC STATU- OTH- X AND EMPLOYERS' LIABILITY Y/ N TORY LIM TS ER A ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ? N/A 72WECLR3783 09/28/12 09/28/13 E.L. EACH ACCIDENT $ 1,000,00 (Mandatory in NH) If es describe under E.L. DISEASE - EA EMPLOYEE $ 1,000,00 y , DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,00 B ( Professional Liab MEP1072912 09/25/12 09/25113 Aggregate 2,000,00 Occurrenc 1,000,00 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Santa Ana, it's officers, employees, agents,volunteers and representative are named as additional insured with respects to general liability. APPROVED AL,? 1,4J j,?,Wtiev ' - ?: i? SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana Laura Stitt 7l lid' --TkIE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Assistant ACCORDANCE WITH THE POLICY PROVISIONS. Civic Center Plaza City ,Af lornj- Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE U 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company Hartford Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # _ 72sBAAE3737 _ relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to May 10,2092 72SBAAE3737 Westbound Communicalions.Inc. this endorsement form as a part of 1Varneu mslire( Countersigned by ?.? /i., ?--- -----' Authorized RepL;?dentative COMMU-5 OP ID: HE CERTIFICATE OF LIABILITY INSURANCE 04129113M °"``THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the PRODUCER 909435-0230 Sawyer Cook insurance 909.798.7971 1200 California St., Ste 260 Redlands, CA 92374 Scott Williamson INSURED Westbound Communications, Inc. INSURER B : Atlantic S INSURER C : INSURER D : INSURER E : S Co. Ltd Ins Co r Scott Smith 625 The City Dr., Ste 360 Orange, CA 92868 h- 2012,- -U12-104 -ZW COVERAGES CERTIFICATE NUMBER: REVISION NUMFIFR- 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. fy?6F POLICY-EX INTti!. TYPE OF INSURANCE a POLICY NUMBER N P (WAVDNYYYI LIMITS GENERAL LIABILITY' EACHOCCURRENCE S 2,000.000 72SBAAE3737 05106113 05/06/14 A X COMMERCIAL GENERAL LIABILITY TY X I L S PREMISES (Ea arRTEUnea) 300,0001 CWM occ I 1 _ _ _ I M_EO EXP (Any one ) $ 10,00 PERSONAL AADV INJURY S 2,000,00 'GENERAL AGGREGATE $ 4,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 4,000,00 7- PRO• i POLICY LOC i AUT OMOBILE LIABILITY COMBINED SINGLE LIMA long 2,000,00 A ANY AUTO 2SBAAE3737 05106113 05/06/14 BODILY INJURY (Per person) S ALLOOWNED NED AUTOIXILED BODILY INJURY (Per accident) S X HIRED AUTOS NON-OWNED X AUTOS I PROPERTY CAMP, Per acaoent , i UMBRELLA LIAR OCCUR I EACH OCCURRENCE $ EXCESS LWe CLAIMS-MADE! AGGREGATE $ I ' DED RETENTIONS I $ WORKERS COMPENSATION X WCSTATU- OTH- AND EMPLOYERS' LIABILITY Y I N TeRY LIMITS B ANY PROPRIETOR,PARTNER/EXECUTIVE 2WECLR3783 09128/12 09/28/13 N! A E.L. EACH ACCIDENT $ 1,000,00 es dexnbe under i M SC E.L. DISEASE • EA EMPLOYEE S 1,000,00 , D E RIPO OF OPERATIONS belay E.L. DISEASE - POLICY LIMIT Ts 1,000,00 A Professional Liab j MEP1072912 09/25/13 09/25/14 ,Aggregate 2,000,00 Ded 10,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORO 101, Additional RamaAa Schedule, H mon space is required) *10 day notice of Cancellation for non-payment of premium* City of Santa Ana is named as additional insured with Primary and Non-Contributory wording with respects to general liability per attached SS00080405. APPROVED AS J'O FORM "J11GSANTANA ASS)S ant C1tY Attornev SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WALL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE Q 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 26 (2010105) The ACORD name and logo are registered marks of ACORD COMMU-9 OP ID. HE CERTIFICATE OF LIABILITY INSURANCE DA o 2 i 3r"' 1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER 909.435-0230 CONTACT Sawyer Cook Insurance Ste 260 909-798-7971 1200 California St AIC.. AArC No; ., Redlands, CA 92374 a AILSs Scott Williamson INSURERS AFFORDING COVERAGE NAIC# INSURER A: Sentinel Insurance Co. Ltd 11000 INSURED Westbound Communications, Inc. INSURERB:Atlantle S eclat Ins Co 27154 Scott Smith NSURERC: 629 The City Dr., Ste 360 CA 92868 O INSURER D: range, - NSURERE: 1NSURER 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. Il7R TYPE OF INSURANCE INSR AND POLIO NUMBER MMIDO NMIGDaNYYY LIlA79 GENERAL LIABILITY EACH OCCURRENCE 3 2,000,000 A X COMMERCIAL GENERAL LIABILITY X 72SBAAE3737 05106113 05/06/14 ,,S ?Ea occurre ce $ 300,000 CLAIMS-MADE O OCCUR MED EXP (An one person $ 10,00 PERSONAL &ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMPIOP AGG ¢ 4,000,000 POLICY jpWT" LOC S AUTOMOBILE LIA81LrrY COMBINED SINGLE LIMIT Ea aaldent 2,000,00 A ANY AUTO 72SBAAE3737 05106/13 05106/14 BODILY INJURY (Per person) $ AUTOWNED SCHEDULED BODILY INJURY (Per accidwi) $ X HIREDAUTO.S X NON-OWNED AUTOS PR PPERa DAMAGE 3 $ UMBRELLA LIAO OCCUR EACH OCCURRENCE S EXCESS LIAR CLAWS-MADE AGGREGATE $ DE RETENTI 3 S WORKERS COMPENSATION ' X WC STAT T- OTti- B ANDEMPLOYERS LIABILITY YIN ANY PROPRIETOR/PARTNERIEXECUTNE 2WECLR3783 09/28/12 09128113 E.L. EACH ACCIDENT $ - 11000,00 ? OFFICEPJMEMBER EXCLUDE? (Mandatory in NH) NIA E.L.DISEASE-EAEMPLOYEE 3 1,000,00 If yes, dexr6a under D ION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,00 A Professional Liab EP1072912 09125113 09125114 Aggregate 2,000,00 Ded 10,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Addltlonal Remarks Schedule, If mom space, Is required) *10 day notice of Cancellation for non-payment of premium* City of Santa Ana, it's officers, employees, agents,volunteers and representative are yEl;??lly! named as additional insured with respects to general liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE 0- ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD A 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 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, Investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in 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: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under 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; led 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 ball"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" d1oad9 judgment that accrues after entry of ffia 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 06 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "Insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The Indemnltee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the Indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (1) Cooperate with us in the . investigation, settlement or defense of the "suit"; (11) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (1) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses Incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph i.b.(b) of Section B. - Exclusions, such payments will not. be deemed to be damages for injury" and "property damage" and v4i not reduce the Limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to; a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily Injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arisilY out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or 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 'tf assumed in a contract or agreement conduct of the Insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of (1) above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily Injury" or "property damage" This exclusion does not apply to liability provided: assumed by the Insured under an "insured (1) Liability to such party for, or for ccntract". the cost of, that party's defense f. Pollution has also been assumed in the same "insured contract", and (1) "Bodily injury", "property damage" or "personal and advertising injury" and (ii) Such attorneys tees arising out of the actual, alleged or litigation expenses are for 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 time owned or occupied by -jq c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) Bodily injury" if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol; or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that is used to heat water for personal use, by relating to the sale, gift, distribution or the building's occupants or their use of alcoholic beverages. guests: This exclusion applies only if you are in the (ff) "Bodily injury" or "property business of manufacturing, distributing, damage" for which you may be selling, serving or furnishing alcoholic hell liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury" to: such premises, site or le' cation (1) An "employee" of the insured arising is not and never was ownbd0k occupied by, or rented or out of and in the course of: loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (11) "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: (ill) "Bodily injury" or "property (f) Any insured; or damage" arising out of heat, (ii) Any person or organization for smoke or fumes fffiftiba " " whom you may be legally hostile fi re ; 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 insured s behalf are performing any insured's behalf are e operations if the operations are to performing operations if the test for, monitor, clean up, remove, "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 connection with such operations the effects of, "pollutants". 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, detoxifyi,}g zX 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 damage" arises out of the However, this paragraph does not intentional discharge, dispersal apply to liability for damages because " " or release of the fuels of property damage that the insured , lubricants or other operating would have In the absence of such fluids, or if such fuels request, demand, order or statutory or , lubricants or other operating regulatory requirement, or such claim " " fluids are brought on or to the or suit by or on behalf of a premises, site or location with governmental authority. the intent that they be discharged, dispersed or Form SS 00 08 04 05 Rage 5 of 24 BUSINESS LIABILITY COVERAGE FORM 9- h. 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. 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 white in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. 1. War sa?,?cf of "Bodily injury", "property damage" VW "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps; v..,,.g?gp drawings, opinions, reports, surveys field orders, change orders, designs o'r 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; .,aiJN 'IV Page 6 of 24 Form SS 00 08 04 0k BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting, demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To (a) Body piercing (not including ear Premises Rented To You as described in piercing); Section D. - Limits Of Insurance. (b) Tattooing, including but not limited Paragraph (2) of this exclusion does not " to the insertion of pigments into or apply if the premises are your work" and under the skin; and were never occupied, rented or held for rental by you. (c) Similar services; Paragraphs (3) and (4) of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web undera sidetrack agreement. site design. Paragraphs (3) and (4) of this exclusion do Paragraphs (4) and (5) of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A. - Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included In the "Property damage" to: "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it, organization or entity, for repair, replacement, enhancement, m. Damage To Your Work restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the "property damage" arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically which you or any contractors or injured, arising out of: subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or "your work"; or arises out of those operations; or (2) A delay or failure by you or of V6ne (6) That particular part of any property acting on your behalf to perform -a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to .your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM 0. P. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work'; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your '.advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (c) Title of any literary or artistic work; (8) Arising out of an offense committed by an Insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personakagg advertising injury" in Section G. Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; ah0 (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (1) Your web site; or (it) The presentation or functionality of an "advertisement" or other content on your web site; Page 8 of 24 Form SS 00 08.04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threateneddnjury value of any stocks, bonds or other or damage of any nature or kind tra securities; or persons or property which would (15) Arising out of discrimination or not have occurred in whole or in " humiliation committed by or at the part but for the asbestos hazard"; d;rection of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or -statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suet for r. Employ rnent-Related Practices damages because of testing for, "Bodily injury" or "personal and advertising monitoring, cleaning up, removing, injury" to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an "asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, " personal and advertising enJurY ' " t1, jp$ defamation, harassment, humiliation F n directly or indirectly out of any actions o? 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 injuryto the person at whom any of the (2) The CAN-SPAM Act of 2003, including employment-related practices any amendment of or addition to such described in Paragraphs (a), (b), or (c) law; or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act (1) Whether the insured may be liable as of 2003, that prohibits or limits the sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You -- (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss, costs or expenses that Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Simllar Laws To a person, whether or not an "employee" of any insured, If benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products-Completed Operations Hazard Included with the "products-completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured, Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business, However, none of these "employees" or "volunteer workers" are insureds for•...•,` :. (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co- "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or G.. (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (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 underth Is insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the and of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising, injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person Is an Insured while driving such equipment along a public highway with yV 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 nq,,c je,r, insurance of any kind is available to 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 Form SS 00 08 04 05 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 hps agreed to make or riot'mi( undertakes to make in the usLai 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)b„or'-; (ii) Such inspections, adjustmen si 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. BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment, performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the Insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard. premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e, above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In' the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional Insured; and This insurance does not apply to (it) This Coverage Part provides 'bodily injury , property damage or coverage for bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products, failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities, Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. - Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other insurance Condition in Section E. - Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 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-cf-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 su_m of all damages because of all "bodily "11r1ljd-11 "property damage" and medical expentifs 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 2.11 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, lightn n+'" -ir explosion, the Damage to Premises Rented Ta 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 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of 'ay policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements Is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other Information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4} Assist us, upon our request i the any remaining period of less than 12 months, starting , enforcement of any right against t any with the beginning of the policy period shown In the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months, In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Oblf ations At The Insured's Own Cost g E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that Insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to `tq' other insurer for defense and indemnity, You or any additional insured must see to It that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a e offense which may result in a claim. To written contract, written agr ement or the extent possible, notice should include: permit that this insurance is primary and (1) How, when and where the "occurrence" non-contributory with the additional insured's own insurance. or offense look place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense, known to: b. Notice Of Claim (1) You or any additional insured that is if a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (2) Notify us as soon as practicable. (4) Any "executive officer" or insurance manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable, insured is a trust; or gall c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a, When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of Iiability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance *icfi This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance Is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner, (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. - Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That Is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance Is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described In c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this Insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers- 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 yw (2) The total of all deductible and seff- 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. F 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 limb 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. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown In the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you, by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in thls policy, except as shown in the Declarations as an Additional provided below: Insured - Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional Insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this Insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" whi& the acts or omissions of those acting an your takes place after yoL cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connecticn with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional !Insured - Managers Or Lessors amended to include as an additional insured the person(s) or organization(s) Of Premises shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. Is Insured - Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization (s) shown in the with respect to liability arising cut of the Declarations as an Additional Insured - maintenance or use of that part ownership Designated Person Or Organization; but only , of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of b. With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds, the following Declarations. additional exclusions apply: b. With respect to the insurance afforded to This insurance does not apply to: these additional insureds, the following additional exclusions apply: (1) Any "occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any "occurrence" which takes place (2) Structural alterations, new construction or demolition operations after you cease to be a tenant in that performed by or on behalf of such premises; or person or organization. ntcn (2) Structural alterations, new construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision - Permits person or organization, a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured - State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to Inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to; servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed at the vendor's r i i "personal and advertising injury" p ses em n connection with the sale of the arising out of operations performed for product; the state or municipality; or {2} "Bodily injury" or "property damage" " (g) Products which, after distrlb tio.n or sale by you, have been label,,4d included in the product-completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured -Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown In the negligence of the vendor for Its Declarations as an Additional Insured . own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or "property damage" included within the (11) Such inspections, "products-completed operations hazard". adjustments, tests or servicing b. The insurance afforded to the vendor Is as the vendor has agreed to make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products, obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired,.;t,gVgn This exclusion does not apply to products, or any ingredient, part, igjq 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 unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; 8. Additional Insured - Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. 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 ins6rari4,e 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, informatio0 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: Minn Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only If a. The repair, replacement adjustment or the Injury or damage occurs In the course , removal of "your product" or "your work"; of travel or transportation between any or places included in a. above; c. All other parts of the world if the injury or b. Your fulfilling the terms of the contract or damage arises out of: agreement. (1) Goods or products made or sold by you 12. "Insured contract" means: in the territory described in a. above; a. A contract for a lease of premises. (2) The activities of a person whose home However, that portion of the contract for a is in the territory described in a. lease of premises that indemnifies any above, but is away for a short time on person or organization for damage by fire, your business; or lightning or explosion to premises while rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. - Liability and Medical Expenses Limits provided the Insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and possessions) Puerto Rico or Canada in a c. Any easement or license agreement, , , "suit" on the merits according to the including an easement or license agreement in connection with construction substantive law in such territory, or in a settlement we agree to. or demolition operations on or within 50 feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance programs: , to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under.which are used with electronically controlled you assume the tort liability of anftw equipment party to pay for "bodily injury" or "property 8. "Employee" includes a "leased worker", damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage" is caused, in whole or In part, by 9. "Executive officer" means a person holding you or by those acting on your behalf. Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. 10. "Hostile fire" means one which becomes Paragraph f. includes that part of any contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily Injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous; or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, leaddrs; diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": ??cfwdrb ? (1) Equipment, of at least 1,000 poupd gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; ' It1f S Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results In injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products-completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. 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, "electroric 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, iq?tt damages are claimed and to which tf1 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"Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c, Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": emu' 24, "Your product": a. Means: t- 4a 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 06