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HomeMy WebLinkAboutWESTBOUND COMMUNICATIONS - 2015INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES LL CLERKOFCO °U¢L. NCI 1 DAFE; !;e �-} -- t A -2015 -112 CONSULTANT AGREE4IENT THIS AGREEtvtENT is made and entered into this 16`j' day orJune, 2015, by and between Westbound Communications, Inc., a California Corporation ( "Consultant ") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ( "City "). RECITALS �1 A. Tltie City desires to hire a Consultant having special skill and knowledge in the field of public outreach and promotional services related to the RcadyOC (ROC,) Emergency Preparedness Campaign and the "If You See Something, Say Something" (S4) Campaign. B. The City, acting through the Santa Ana Police Department in its capacity as a Core City for the Anaheirrn(Santa Ana Urban Area under the FYI 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, Office of Emergency Services, to enhance countywide emergency preparedness and public awareness, hereinafter referred to as "the Grant." C. 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 Finn in the field. NOW TIIEREFORE, in consideration of the mutual and respective promises, and subject to the teens and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE, OF SERVICES Consultant shatI perform those services as set forth in Exhibit A for the Ready OC Campaign and Consultant shall perform those services as set forth in Exhibit B for the "If You See Something, Say Something„ Campaign. 2. CONIP.E.iNSAT1ON a. City agrees to pay, and Consultant agrees to accept as total payment for its services during the First year of the Agreement (20t 5- 2016), the rates and charges identified in Exhibit A and B, The total sum to be expended under this Agreement shall not exceed one million five hundred thousand dollars (5 t,500,000.00) during the three year term of this Agreement. Funding for 2016 -2047 and 2018 -2019 are contingent upon grant funding being secured by the City and if such Fending is not secured, then the Agreement will ternunate when the current year's funding is exhausted, b. 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. 3, TERM This Agreement shall commence on June t6, 2015 and terminate on June 15, 2016 . of all services pursuant to this Agreement, with two (2) one (1) year options to renew at the City's sole discretion and contingent upon hording being secured by the City, unless terminated earlier in accordance with Section 13, below. OWNERSHIP OF MATERIALS, SUPPLIES, DRAWINGS, SPECIFICATIONS, PROGRAMS AND SYSTEMS Any and all records, papers, plans, drawings, specifications, programs, systems and other materials prepared by Consultant pursuant to this Agreement shall be the property of the City. Consultant agrees to provide the City with any such materials whenever requested to do so. 5. 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 an 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 to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salar es 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 cinder this Agreement, Consultant shall maintain and shall require its subcontractors, ifany, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shat& maintain commercial general liability insurance naming the City, its officers, agents, volunteers, and employees as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount oCS 1,000,000 per occurrence and 53,000,000 in the aggregate. Such insurance 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 setC- insurance programs maintained by the City; and (c) contain standard separation. of insured's provisions. b. Qu8ineSS automobile liability insurance, or equivalent form, with a combined single limit of not less than 51,000,000 per occurrence. Such insurance shall include coverage for owned, hirer{ and non -owned automobiles. 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 S [,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit o C not less than S t,000,000 per claim. e. 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. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. Ef 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 terminate this Agreement. Such ternnnatioa shall not affect Consultant's right to be paid for its time and materials expended prior to notification of ternhnation. 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. INDEMNIFICATION Consultant agrees to and shall defend, indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (l) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation. restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason o €the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. 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 challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief cite 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 a f 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 transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent ofthe other party is covered by this Agreement. The foregoing obligations oPnon -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 ICT 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 Agrcenaent 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 Council City of Santa Ana 20 Civic Center Plaza (NI -30) 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) And: To Consultant: P.O. Box 1981 Santa Ana, CA 92702 Fax: (7 14) 245 -8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax: (714) 647-65 15 westbound Communications, Inc. Rick Miltenberger 625 The City Drive, Suite 360 Orange, CA 92868 Telephone: (714) 663 -8188 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been 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, any notice, tender, demand, delivery, or Other communication shall be effective or deerned to have been given twenty -Pour (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 regarding the subject matter herein 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, that 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, I?. 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 assiarunent, 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 the City upon thirty (JO) 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 off termination, subject to the following conditions: a. Asa condition of such payment, the City of Santa Ana 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 bylaw, 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 rails to meet the standard of performance specified in the Recitals of this Agreement. 14. DISCRIVI €NATION Consultant shall not discriminate because o €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 affirns that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15, JURISIDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. 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 taws 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. SEVERAIBILITY In the event that one or more of the phrases, sentences, clauses, paragraphs or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 18. CERTIFICATIONS a. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by NIWDOC, 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, Recipient 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, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duty authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours. b. Recipient 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 (Handicapped - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 197; (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped 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 or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. d. Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. e. Political Activitv - None of the funds, materials, property, or services provides( 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 ". f. Civil Rights Compliance and Notification of Findings - Recipient will comply, and all its contractors (or subreeipieuts) will comply, with the nondiscrimination requirements of the Omnibus Crime Control and Safe Streets Act of 1964, as amended, 42 USC 3739 (d), or Victims of Crime Act (as appropriate); Title VI of the Civil Rights At of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1.990); 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 Recipient 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 Recipient will forward a copy or tile findings to MWDOC which wilt, in turn, submit the findings to the Office of Civil Rights, Office ofJustice Programs, U.S. Department of Justice. g. Recipient will comply, and all its cant -actors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as armended by Executive Order 1 1375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CPR chapter 60), as applicable. h. Recipient will comply, and all its contractors (or subrecipieots) will comply, with all 8 requirements of the Copeland "Anti- Kickback" Act (18 U.S.C. 874) as supplemented in Departmcra of Labor regulations (29 CFR Part 3), as applicable. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as Supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. j. Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections l03 and 107 of the Contract Work and Safety Standvds Act (40 LLS.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. Recipient will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued €racier Section 306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1363), Executive Order 11738, and the Envirotunental Protection Agency regulations (40 CFR part 15), as applicable. Recipient wilt comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94- M3, 89 Stat. 87t), (53 FR 8078, 8087, Man 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. in. Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement. Recipient may copyright any books, publications or other copyrightabte 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, 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 oFcopyright 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 conweyed to the publisher and the language of the publisher's release Form must ensure the preservation of these rights. M EYHfBt,rs All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 20. AUTHORITY The person(s) executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement, the parties hereto are fonnally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: D MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura A. Rossini Senior Assistant City Attorney CITY OF CITY OF SANTA,: NA .f DAVID CAVAZOS City Manager RECOM,NIENDED FOR APPROVAL WESTBOUND COMMUNICATIONS, INC. CARLOS R S vIIH Chief of Police resident & CEO to EXHIBIT A FY14 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 ReadyOC (ROC) Emergency Preparedness Campaign. This scope of work shall stand as an agreement between the City of Santa Ana (herein after Santa Ana) and Westbound Communications (herein after WBC) for the contracted period. WBC will supply the following services: o ROC Website Management • Site content updating • Social media content updating • Site optimization • Site maintenance o ROC Advertising and Promotional Communications • Paid advertising • Social media outreach • Broadcast news promotions • Media /corporate promotions • Publicity services Public Information Outreach Support for ROC Program • Multimedia production and outreach • Citizen and faith -based 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 the 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 activity 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) with appropriate invoices to Santa Ana's Project Manager, 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. L Ensure timely payment of invoices. j. Ensure WBC access to server and network equipment and work areas on a 24x7 basis, with pre - authorization for off - hours. k. Provide workspace for WBC personnel as reasonably requested. 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 the Project Schedule unless otherwise noted. TASK 1: 2015 READYOC MARKETING ROAD MAP Objective: Create and establish a formal marketing plan and road map to best promote and provide outreach for ROC in 2015. The road map will include project schedules, management procedures and proposed activities. Task Description: Develop, refine, review and approve plan for all 2015 initiatives, including the marketing plan and project schedule. Activities include: a. 2015 Launch Meetings — conduct meetings with Santa Ana Project Manager and ROC Steering Committee to outline strategies and recommendations for 2015 and to get approval to proceed with the 2015 Road Map. b. 2015 Marketing Road Map — develop comprehensive marketing communications and promotions plan detailing strategies, objectives, tasks, schedules and metrics for all ROC and Promise to Prepare (P2P) activities during the contracted period. This includes delivery of a 50 -60 slide PowerPoint deck plan that details all strategic goals and programming. c. Project Schedule — develop and complete a comprehensive project schedule that details timing for all activities. d. Project Management & Control Procedures — review and update, as needed, all control and administrative procedures (change orders, approval processes, etc.) and documents. Responsibilities: WBC shall: a. Develop the initiative and seek plan approval from the ROC Steering Committee 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 the completion of the deliverables detailed in the task description above and when the Santa Ana Project Manager signs the task completion letter Planned completion and invoicing will be in Q3/2015. TASK 2: READYOC STAKEHOLDER MEETING & PROMOTIONS Objective: Manage campaign updates, administration and promotions to the Steering Committee and Santa Ana Project Manager through activities including, but not limited to, meetings, monthly activity reporting, programming documentation, regular communications and presentations to Steering Committee and corresponding agency partners (ex: OCEMO). Task Description: Provide campaign and promotion updates to the Santa Ana Project Manager through daily and weekly phone calls, emails and meetings (as needed). Manage the ongoing reporting and measurement of campaign data including event impressions, media coverage, social media impressions and website traffic, among others. Maintain weekly and monthly communication with the Steering Committee, including at least one in- person meeting a quarter. Conduct up to six presentations or meetings with agency and campaign partners. Responsibilities: WBC shall: a. Coordinate, manage and participate in at least one Steering Committee meeting per quarter b. Provide daily, weekly and monthly campaign and promotion updates to the Santa Ana Project Manager c. Manage the weekly and monthly reporting of campaign measurement d. Manage ongoing expense tracker, budget and campaign schedule e. Submit task completion letters with task invoices to the Santa Ana Project Manager Santa Ana shall: a. Approve campaign progress, updates and promotions b. Support and facilitate partnering and sponsorship efforts with Steering Committee Completion Criteria: This task is considered complete upon completion of administrative deliverables and when the Santa Ana Project Manager signs the task completion letter by Q4/2015. TASK 3: READY TOGETHER PROMOTION Objective: Develop and implement the "Ready Together" initiative empowering neighbors to help eact other take emergency preparedness action. This initiative extends the Promise to Prepare programming by providing preparedness tools, resources, support and connections to help neighbors and neighborhood -based organizations prepare for emergencies through action. The emphasis will be on strong public outreach presence, programming, media and marketplace exposure through the end of the contract period (March 31, 2016). Task Description: This promotion includes working directly within communities and neighborhoods, collaborating with and supporting CERTS, neighborhood councils, HOAs, cities and others, and partnering with neighbor -based businesses and organizations. The quantifiable goals will be to collect and document Promises to Prepare from Orange County residents, businesses and 4 community members. This will be achieved through public outreach and media promotions including, but not limited to, the ROC Preparedness Bucket List campaign, radio promotion, video public service announcement (PSA) creation, smartphone app management and enhancements and publicity outreach. 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 and when the Santa Ana Project Manager signs the task completion letter. TASK 3 -A: READY TOGETHER PROMOTION — SUMMER/FALL 2015 Objective: Plan, develop and begin Phase I implementation of the "Ready Together" concept. Task Description: This phase includes creating and producing a "Ready Together' icon, one -page program description, one page consumer fact sheet (8.5" x 11 "), one -page website tabbed content and June 2015 -March 2016 outreach schedule. All materials will be reviewed and approved by the Project Manager with support from the ROC Steering Committee. 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 and facilitate partnering and sponsorship efforts Completion Criteria: This task is considered complete upon completion of all tasks and when the Santa Ana Project Manager signs the task completion letter. Planned completion and implementation will be by Q3/2015. TASK 3 -113: READY TOGETHER PROMOTION — FALLNVINTER 2015 Objective: Implement Phase II of the "Ready Together' concept as described below. Task Description: This phase includes conducting up to two (2) events focused around the "Ready Together' message and programming platform. These events may be stand -alone or as part of appropriate local neighborhood festivals, block parties, church events and other hyper -local venues. The goals are to support awareness and help generate at least 500 Promises to Prepare. 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 and facilitate partnering and sponsorship efforts Completion Criteria: This task is considered complete upon completion of all tasks and when the Santa Ana Project Manager signs the task completion letter. Planned completion and implementation will be by Q4/2015. TASK 3 -C: READY TOGETHER PROMOTION — WINTER /SPRING 2016 Objective: Implement Phase II of the "Ready Together" concept as described below. Task Description: This phase includes conducting up to two (2) events focused around the 'Ready Together" message and programming platform. These events may be stand -alone or as part of appropriate local neighborhood festivals, block parties, church events and other hyper -local venues. The goals are to support awareness and help generate at least 500 Promises to Prepare. 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 and facilitate partnering and sponsorship efforts Completion Criteria: This task is considered complete upon completion of all tasks and when the Santa Ana Project Manager signs the task completion letter. Planned completion will be by March 31, 2016. TASK 4: PROMISE TO PREPARE (P2P) PROMOTION Objective: Extend and maintain the momentum of the P2P program. The emphasis will be on strong public outreach presence, programming, media and marketplace exposure through the end of March 31, 2016. Task Description: The promotion includes the ongoing public pronouncement that ROC will achieve tangible steps towards preparedness, Promises to Prepare, from Orange County residents, businesses and community members. This will be achieved through public outreach and media promotions including, but not limited to, the ROC Preparedness Bucket List campaign, radio promotion, video public service announcement (PSA) creation, smartphone app management and enhancements and publicity outreach. 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 and when the Santa Ana Project Manager signs the task completion letter. TASK 4 -A: ROC EMERGENCY PREPAREDNESS BUCKET LIST Objective: Plan, develop and implement concept, distributing a minimum of 1,000 branded five - gallon ROC emergency preparedness buckets to Orange County community members by Q4 2015. (Note: WBC in collaboration with the Santa Ana Project Manager will seek to expand the number of distributed buckets through partnering /sponsorship efforts with the Corporate Advisory Council and other community stakeholder groups.) Task Description: Expand and enhance the existing Preparedness Bucket List program momentum that encourages Orange County residents to add preparedness to their "bucket list' — i.e. making sure residents receive a bucket and begin gathering 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 with suggestions included of what key emergency kit items to place within it. Along with serving as a tangible action step toward preparedness, the bucket concept offers numerous promotional opportunities via publicity, the website, social media and other ROC communication channels. An initial quantity of 1,000 branded buckets will be produced. WBC and the ROC team will also seek to expand the program and amount of buckets to be distributed 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 and facilitate partnering and sponsorship efforts Completion Criteria: This task is considered complete upon the distribution of a minimum of 1,000 buckets and when the Santa Ana Project Manager signs the task completion letter. Planned completion and implementation will be by Q4/2015. TASK 4 -13: MEDIA PROMOTIONS Objective: Develop and implement media promotions and concentrated publicity outreach to local print, online and broadcast outlets to promote ROC programming elements, the Promise to Prepare initiatives and our calendar of activities. Task Description: Develop and implement media promotions including, but not limited to, management and enhancement of the ROC smartphone app, Clear Channel or other radio promotion campaign packages, video PSA creation and media outreach to local outlets to direct OC residents to commit to preparedness steps. Task includes ongoing measurement and tracking of promotional elements. Activities will include: a. Manage and Enhance ROC Smartphone App — track downloads weekly, send monthly push notifications, update technical features and enhance smartphone app for Apple and Android mobile and tablet products with a new feature such improvement navigation and database functionality. i. App Promotion Plan & Program — develop and implement plan to promote and drive app downloads. This will include a mix of publicity, advertising, video, website, social media and other offline and online marketing elements. b. Advertising and Online Promotion — a plan will be developed and implemented for a promotional period to take place by the end of Q4 2015. The plan will consist of both on- air and online outreach components. i. Work directly with radio, broadcast and /or online partner on the management of the promotional period, including developing copy for potential advertising spots and PSAs, completing air checks, securing data from the online components, and reporting results to the ROC Steering Committee. c. Publicity Outreach — create media lists, press releases, media alerts and conduct outreach to targeted local media outlets to achieve three feature editorial hits between Q3 and Q4 2015. Manage and edit submissions for columns to the south and north county community paper editors for placement. d. Video PSA — create at least one updated and engaging video PSA via Animoto or similar application to increase exposure of ROC in OC community via the ROC website, YouTube channel, city websites and potentially local public access stations. Responsibilities: WBC shall: a. Develop the initiative and seek plan and program approval from the ROC Steering Committee b. Execute the promotions 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 or booking and scheduling of the deliverables, given media requirements in some instances for upfront payment and when the 8 Santa Ana Project Manager signs the task completion letter. Planned completion and implementation will be by Q4/2015. TASK 5: EDUCATION -BASED OUTREACH Objective: Continue to execute activities with OC education organizations, schools and after - school programs to support ROC emergency preparedness efforts and the Promise to Prepare initiative. 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 5 -A: EDUCATION -BASED OUTREACH (SUMMER/FALL 2015 Objective: Expand and execute activities with OC education organizations, schools and after - school programs to support ROC emergency preparedness efforts and the Promise to Prepare initiative for the 2015 spring semester and summer programs. Task Description: Handle all aspects of programming, materials development and distribution, school assemblies and other activities /events based on the 2015 spring and summer semesters. 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 student -base, as well as direct outreach to 10,000 -plus elementary-aged children. Broadly, activities are anticipated to include: Elementary School Assembly Program - extend and implement elementary school assembly program and promotion throughout Orange County, seeking to conduct approximately 12 total assemblies during the contracted period, or an average of five assemblies per month. i. This encompasses scheduling, supporting and promoting assemblies leveraging Officer John Reed with elementary schools throughout Orange County. ii. Officer John Reed is responsible for conducting assemblies on his own, with the exception of 1 -2 assemblies which will be additionally staffed for formal research and feedback as well as for quality control. iii. 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 9 information kits (with kit assembly assistance from Officer Reed), post -event school follow -up and more. b. CODE & 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. 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 and when the Santa Ana Project Manager signs the task completion letter. Completion is planned to occur by Q412015. Objective: Expand and execute activities with OC education organizations, schools and after - school programs to support ROC emergency preparedness efforts and the Promise to Prepare initiative for the 2015 fall and 2016 winter programs. Task Description: Handle all aspects of programming, materials development and distribution, school assemblies and other activities /events based on the 2015 winter and 2016 spring periods. 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 student -base, as well as direct outreach to 10,000 -plus elementary -aged children. Broadly, activities are anticipated to include a. Elementary School Assembly Program - extend and implement elementary school assembly program and promotion throughout Orange County, seeking to conduct approximately 12 total assemblies during the contracted period, or an average of five assemblies per month. i. This encompasses scheduling, supporting and promoting assemblies leveraging Officer John Reed with elementary schools throughout Orange County. ii. Officer John Reed is responsible for conducting assemblies on his own, with the exception of 1 -2 assemblies which will be additionally staffed for formal research and feedback as well as for quality control. ill. 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. 10 b. 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. 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 and when the Santa Ana Project Manager signs the task completion letter. Completion is planned to occur by March 31, 2016. TASK 5 -C: PROFESSIONAL SERVICES STAFFING Objective: Provide professional staffing through Officer John Reed for education -based outreach such as school assemblies, after - school programs and other similar activities supporting the ROC campaign. Task Description: Officer Reed leads all staffing for school assemblies and other education -based programming. This includes staffing a minimum of two dozen elementary school assembly programs based on an annual events calendar coordinated, booked and administered by the Westbound team. This task covers both professional services fees and out of pocket costs for expenses such as mileage and materials. 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: Services and costs under this task, since they are professional services, are invoiced monthly as accrued by Officer Reed. Detailed time sheets and expense reports will be submitted with all invoices. Completion of all assignments under this contract will occur by March 31, 2016. TASK 6: COMMUNITY & CITIZENS OUTREACH Objective: Develop and implement ongoing community and citizens' outreach at targeted community, emergency preparedness, faith -based and other designated events and /or presentation venues, seeking to reach and engage with hundreds of thousands of citizens and community members. 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: COMMUNITY & CITIZENS OUTREACH (SUMMER/FALL 2015) Objective: Develop and implement ongoing community and citizens' outreach at targeted community, emergency preparedness, faith -based 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 8 community (ex. Rossmoor Community Festival) and emergency preparedness (ex. SMWD Water Awareness Day) events as well as presentations and faith -based Ready Sunday events to targeted community organizations /groups. Activities include: a. 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 for Q3/2015. b. Event Promotion & Staffing - promote and staff (as appropriate) up to 10 community events throughout Orange County that are aligned with the Master Community & Citizen Events Calendar. Event activities may include table displays, team presentations, ROC /P2P materials and giveaway distribution and more. c. ROC Angel's Night 2015 — book, manage, staff and implement promotional partnership event at Angel's Baseball home game to include in -game and pre -game promotional elements. 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: 12 This task is considered complete upon the completion of the calendared event outreach and when the Santa Ana Project Manager signs the task completion letter. Completion is planned for the end of Q3/2015. TASK 6 -B: COMMUNITY & CITIZENS OUTREACH (WINTER 2015 /SPRING 2016) Objective: Develop and implement ongoing community and citizens' outreach at targeted community, emergency preparedness, faith -based 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 8 community (ex. Cypress Community Festival) and emergency preparedness (ex. Dana Point Preparedness Expo) events as well as presentations and faith -based Ready Sunday events to targeted community organizations /groups. Activities include: a. 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 for Q4/2015 and Q1/2016. b. Event Promotion & Staffing - promote and staff (as appropriate) up to 8 community events throughout Orange County that are aligned with the Master Community & Citizen Events Calendar. Event activities may include table displays, team presentations, 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 calendared event outreach and when the Santa Ana Project Manager signs the task completion letter. Completion is planned by March 31, 2016. TASK 7: 2015 CORPORATE ADVISORY COUNCIL (CAC) & PARTNERING Objective: Continue managing current CAC group with emphasis on enhancing participation benefits, retaining current active members for 2015, and expanding successes in leveraging CAC resources, connections and contributions to the overall ROC initiative during the year. l3 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 7 -A: CAC & PARTNERING (SUMMER /FALL 20151 Objective: Continue managing current CAC group with emphasis on enhancing participation benefits, retaining current active members for 2015, 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 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. 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 and when the Santa Ana Project Manager signs the task completion letter. Completion is planned to occur by the end of Q3/2015. TASK 7 -B: CAC & PARTNERING (WINTER 2015 /SPRING 2016) Objective: Continue managing current CAC group with emphasis on enhancing participation benefits, retaining current active members for 2015 and into 2016, and expanding successes in leveraging CAC resources, connections and contributions to the overall ROC initiative during the year. 14 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 and when the Santa Ana "Project Manager signs the task completion letter. Completion is planned by March 31, 2016. TASK 8: WEBSITE, SOCIAL MEDIA & ONLINE OUTREACH AND MAINTENANCE Objective: Update, manage, host and maintain the ReadyOC.org website and provide recommendations for updates to improve the user experience and functionality. Also update, manage and maintain campaign social media channels 24/7 during the contract term. Website and social media will be leveraged to continue to support the campaign's public awareness and engagement activities. 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. 15 TASK 8 -A: WEBSITE, SOCIAL MEDIA & ONLINE OUTREACH AND MAINTENANCE (SUMMER /FALL 2015) Objective: Update, manage, host and maintain the ReadyOC.org website and provide recommendations for updates to improve the user experience and functionality. Also update, manage and maintain campaign social media channels, Twitter, Facebook, Instagram and YouTube, 24/7 through the end of Q3/2015. Task Description: Handle all aspects of website and social media updates, optimization, hosting, maintenance, management and metrics /reporting needs in accordance with ROC approved processes and protocols. a. Web Hosting Service — coordinate and maintain third party hosting service for website on annual basis with service provider such as Arvixe b. Interactive Web Elements - create and implement three Animoto presentations (online video /photo presentations) and three new focus area updates for the website homepage per month c. Quality Check — implement a quality check of all links, content and verbiage of the ReadyOC.org website to ensure content is up -to -date for visitors d. Social Media Content - create and share engaging photo, video and relevant preparedness content via social media channels daily, tracking the impressions weekly Responsibilities: WBC shall: a. Develop the initiative, elements and seek plan approval from the ROC Steering Committee Santa Ana shall: a. Approve web elements, collateral materials and social media plan Completion Criteria: This task is considered complete upon the completion of the support period and when the Santa Ana Project Manager signs the task completion letter. Completion is planned for the end of Q3/2015. TASK 8 -13: WEBSITE, SOCIAL MEDIA & ONLINE OUTREACH AND MAINTENANCE (WINTER 2015 1SPRING 2016) Objective: Update, manage, host and maintain the ReadyOC.org website and provide recommendations for updates to improve the user experience and functionality. Also update, manage and maintain campaign social media channels, Twitter, Facebook, Instagram and YouTube, 24/7 during Q4/2015 and by March 31, 2016. Task Description: 16 Handle all aspects of website and social media updates, optimization, hosting, maintenance, management and metrics /reporting needs in accordance with ROC approved processes and protocols. a. Web Hosting Service — coordinate and maintain third party hosting service for website on annual basis with service provider such as Arvixe b. Interactive Web Elements - create and implement two Animoto presentations (online video /photo presentations) and three new focus area updates for the website homepage per month c. Quality Check — implement a quality check of all links, content and verbiage of the ReadyOC.org website to ensure content is up -to -date for visitors d. Social Media Content - create and share engaging photo, video and relevant preparedness content via social media channels daily, tracking the impressions weekly Responsibilities: WBC shall: a. Develop the initiative, elements and seek plan approval from the ROC Steering Committee Santa Ana shall: a. Approve web elements, collateral materials and social media plan Completion Criteria: This task is considered complete upon the completion of the support period and when the Santa Ana Project Manager signs the task completion letter. Completion is planned for March 31, 2016. TASK 9: 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. a. Collateral Materials i. ROC Preparedness Bucket List Flyers, 2,000 total quantity ii. ROC Family Emergency Plans, 15,000 total quantity iii. P2P Fact Sheets, 15,000 total quantity b. Promotional Materials i. ROC /P2P Wristbands, 10,000 total quantity ii. ROC /P2P Emergency Document Bags, 15,000 total quantity iii. ROC /P2P Hand -Crank Flashlights, 1,000 total quantity Responsibilities: WBC shall: a. Develop all materials and seek approvals from the ROC Steering Committee 17 b. Produce materials in accordance with Steering Committee approvals Santa Ana shall: a. Approve materials Completion Criteria: This task is considered complete upon the order or delivery of the promotional materials, given requirements in some instances for upfront payment, and when the Santa Ana Project Manager signs the task completion letter. Completion is planned to occur by the end of Q4/2015. 18 Milestone Payment Schedule Q1/2015 — Q1/2016 - Mlilestone Payment Milestone TASK 1 Task Name READYOC 2015 MARKETING ROADMAP $ 7,000.00 TASK 2 READYOC STAKEHOLDER MEETINGS & PROMOTIONS $ 10,000.00 TASK 3 READY TOGETHER PROMOTION Task 3 -A - Ready Together Promotion - Summer /Fall 2015 $ 15,000.00 Task 3 -B - Ready Together Promotion - FaIlM/inar 2015 $ 15,000.00 Task 3 -C - Ready Together Promotion- Winter 2016 $ 15,000.00 TASK 4 PROMISE TO PREPARE PROMOTION Task 4 -A - ROC Emergency Preparedness Bucket List $ 18,000.00 Task 4 -B - Media Promotions $ 20,000,00 TASK EDUCATION -BASED OUTREACH Task 5 -A - Education -Based Outreach (Summer /Fall 2015) $ 12,000.00 Task 5 -B - Education -Based Outreach (Winter 2015 /Spring 2016) $ 12,000.00 Task 5 -C - Professional Services Staffing $ 5,000.00 TASK 6 COMMUNITY & CITIZENS OUTREACH Task 6 -A - Community & Citizens Outreach (Summer/Fall 2015) $ 12,000.00 Task 6 -B - Community & Citizens Outreach (Winter 2015 /Spring 2016) $ 12,000,00 TASK 7 CORPORATE ADVISORY COUNCIL & PARTNERING Task 7 -A - Corporate Advisory Council &.Partnering (Summer /Fall 2015) $ 8,000.00 Task 7 -B - Corporate Advisory Council & Partnering (Winter 2015) $ 8,000.00 TASK 8 WEBSITE, SOCIAL MEDIA & ONLINE OUTREACH AND MAINTENANCE Task 8 -A - Website, Social Media & Online Outreach and Maintenance (Summer/Fall 2015) $ 10,000.00 Task 8 -B - Website, Social Media & Online Outreach and Maintenance (Winter 2015 /Spring 2016) $ 10,000.00 TASK 9 COLLATERAL & PROMOTIONAL MATERIALS $ 16,000,00 TOTAL $ 205,000 If You See Something, Say Something (S4) — OC Initiative FY14 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 a 12 -month term: o S4 Media Promotions o Paid and sponsored advertising o Public Service Announcements (PSAs) o Earned media (editorial publicity) • Marketing Support for S4 Program 0 2015 marketing road map o Citizen and community outreach o Promotional partnering o Event marketing • Project Administration Services • S4 Microsite and Social Media Platform Management • Site maintenance management • Social media content development and outreach • Social media maintenance management 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 • 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 S4 involved staff and coordinate S4 activities with the WBC Project Manager. c. The Project Manager must ensure that their 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 the status meeting 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 24x7 basis, with pre- authorization for off - hours. k. Provide workspace for WBC personnel as reasonably requested. 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 2015 Marketino Roadma Objective: Develop and present a 20 -30 page Power Point plan that details all 2015 objectives, target audiences, strategies, tactics and timelines for outreach from approximately June 2015 through March 31, 2016. Task Description: This task includes creating, presenting and implementing a marketing road map that guides all marketing and promotional activities for the contract period. Responsibilities: WBC shall: a. Develop the plan (road map) and seek approvals from the 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 of the deliverables and when the Santa Ana Project Manager signs the task completion letter. Planned completion and invoicing will be in Q3/2015. Task 2: S4 Stakeholder Meetings and Promotions Objective: Update and manage campaign updates, administration and promotions to the steering committee and Santa Ana Project Manager through activities including, but not limited to, meetings, monthly activity reporting, regular communication and presentations to the Steering Committee. Task Description: Provide campaign and promotion updates to the Santa Ana Project Manager through daily and weekly phone calls, emails and meetings (as needed). Manage the ongoing reporting and measurement of campaign data including event impressions, media coverage, social media impressions and microsite traffic, among others. Maintain weekly and monthly communication with the Steering Committee, including at least one in- person meeting a quarter. Responsibilities: WBC shall: a. Coordinate and participate in at least one Steering Committee meeting a quarter. b. Provide daily, weekly and monthly campaign and promotion updates to the Santa Ana Project Manager. c. Manage the weekly and monthly reporting of campaign measurement. d. Manage ongoing expense tracker, budget and campaign schedule. e. Submit task completion letters with invoices to the Santa Ana Project Manager. Santa Ana shall: a. Approve campaign progress, updates and promotions. Completion Criteria: This Task is considered complete upon completion of the administrative deliverables and when the Santa Ana Project Manager signs the task completion letter, by Q4/2015. Task 3: S4 Outdoor PSA and Earned Media Promotions Objective: Develop and implement a comprehensive media promotion program to maximize exposure of the S4 campaign through paid, sponsored and earned coverage through a combination of outdoor (bus shelters, buses, kiosks, billboards, etc.), print, online and broadcast media. Task Description: See sub -tasks for specifics. Responsibilities: See sub -tasks for specifics Completion Criteria: This task is considered complete when budgeted sub -tasks have been completed in their respective entirety. l�!.'f���3��� .. ��_FiL����r5[fifFT . �n. -. � F : rr.w • r Objective: Develop and implement a comprehensive media promotion program to maximize exposure of the S4 campaign through paid, sponsored and earned coverage through a combination of outdoor, print, online and broadcast media. Task Description: Design and produce a minimum of three graphic designs approved by the Project Manager with support from the S4 Steering Committee and then secure minimum of 20 combined paid - earned- sponsored media placements generating a minimum of two (2) million measured impressions. Responsibilities: WBC shall: Create and produce three graphic designs and secure a minimum of 20 media placements as described above. Santa Ana shall: a. Review and approve the three graphics and the secured media opportunities Completion Criteria: This task is considered complete upon the completion of the deliverables and when the Santa Ana Project Manager signs the task completion letter. Planned completion is Q3/2015. Task 3 -B: S4 Outdoor PSA and Earned Media Promotion (Fall 2015) Objective: Develop and implement a comprehensive media promotion program to maximize exposure of the S4 campaign through paid, sponsored and earned coverage through a combination of outdoor, print, online and broadcast media. Task Description: Secure minimum of 20 combined paid- earned - sponsored media placements generating a minimum of two (2) million measured impressions. Responsibilities: WBC shall: a. Research and secure a minimum of 20 media placements as described above. Santa Ana shall: a. Review and approve the secured media opportunities Completion Criteria: This task is considered complete upon the completion of the deliverables and when the Santa Ana Project Manager signs the task completion letter. Planned completion is Q4/2015. Task 3 -C• S4 Outdoor PSA and Earned Media Promotion (Winter 2015) Objective: Develop and implement a comprehensive media promotion program to maximize exposure of the S4 campaign through paid, sponsored and earned coverage through a combination of outdoor, print, online and broadcast media. Task Description: Secure minimum of 20 combined paid- earned - sponsored media placements generating a minimum of two (2) million measured impressions. Responsibilities: WBC shall: a. Research and secure a minimum of 20 media placements as described above. Santa Ana shall: a. Review and approve the secured media opportunities Completion Criteria: This task is considered complete upon the completion of the deliverables and when the Santa Ana Project Manager signs the task completion letter. Planned completion is Q1/2016. Task 4• S4 Social Media and Microsite Management and Maintenance Objective: Update, manage and maintain the campaign social media channels and the KeepOCSafe.org microsite technical and content platforms 24/7 during the contract term. Both platforms will continue to support the campaign's public awareness and engagement activities. 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 4 -A: S4 Social Media & Microsite Management (Summer /Fall 201Q Objective: Update, manage and maintain the campaign's social media channels technical and content platforms 24/7, all in accordance with the approved processes and protocols for each medium. In addition, update, manage and maintain the KeepOCSafe.org microsite technical and content platforms. The microsite will continue to support the campaign's public awareness and engagement activities. Task Description: Maintain the campaign's Twitter, Instagram and YouTube social media platforms through daily and weekly content updates, management, maintenance and measurement. This includes, but is not limited to, content research and updates, social media plan and protocol and tracking. Create and implement at least one Animoto presentation (online video /photo presentation). Host, maintain and refresh the KeepOCSafe.org microsite through weekly and monthly technical and content platform updates. These include, and are not limited to, event and backpack display schedules, photos, media coverage, link updates and more. Responsibilities: WBC shall: a. Share content including, but not limited to, videos, graphics, links and photos, via the campaign's Twitter, Instagram and YouTube platforms a minimum of 10 times a week b. Develop and produce one Animoto with approval from the Steering Committee. c. Host the KeepOCSafe.org microsite. d. Manage one technical and content microsite platform update a month. Santa Ana shall a. Approve microsite updates and management activities, along with social media platform elements. Completion Criteria: The task is considered complete upon the completion of deliverables and when the Santa Ana Project Manager signs the task completion letter in Q4/2015. Task 4 -113: S4 Social Media & Microsite Management (Fall 2015IWinter 2016' Objective: Update, manage and maintain the campaign's social media channels technical and content platforms 24/7, all in accordance with the approved processes and protocols for each medium. In addition, update, manage and maintain the KeepOCSafe.org microsite technical and content platforms. The microsite will continue to support the campaign's public awareness and engagement activities. Task Description: Maintain the campaign's Twitter, Instagram and YouTube social media platforms through daily and weekly content updates, management, maintenance and measurement. This includes, but is not limited to, content research and updates, social media plan and protocol and tracking. Create and implement at least one Animoto presentation (online video /photo presentation). Host and maintain the KeepOCSafe.org microsite through weekly and monthly technical and content platform updates. These include, and are not limited to, event and backpack display schedules, photos, media coverage, link updates and more. Responsibilities: WBC shall: Share content including, but not limited to, videos, graphics, links and photos, via the campaign's Twitter, Instagram and YouTube platforms a minimum of 10 times a week a. Share content including, but not limited to, videos, graphics, links and photos, via the campaign's Twitter, Instagram and YouTube platforms a minimum of 10 times per week. b. Develop and produce one Animoto with approval from the Steering Committee. c. Host the KeepOCSafe.org microsite. d. Manage one technical and content microsite platform update a month. Santa Ana shall: a. Approve microsite updates and management activities, along with social media platform elements. Completion Criteria: The task is considered complete upon the completion of deliverables and when the Santa Ana Project Manager signs the task completion letter no later than March 31, 2016. Task 5: S4 Materials and Resources Objective: Develop, produce and update campaign collateral and resource materials for use in all programming as appropriate. 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 5 -A: S4 Collateral Materials Objective: Develop, produce and update campaign collateral materials for use in all programming as appropriate. Task Description: Manage the design, drafting, production and distribution of collateral materials in support of the S4 campaign initiatives. The materials that will be produced are: a. Updated S4 Consumer Handout, 2,000 total quantity b. S4 Color Sheets, 2,000 total quantity Responsibilities: WBC shall: a. Develop all materials and seek approvals from the Steering Committee b. Produce materials in accordance with Steering Committee approvals Santa Ana shall: a. Approve the collateral material elements. Completion Criteria: This task is considered complete upon delivery of the collateral materials and when the Santa Ana Project Manager signs the task completion letter. Completion is planned to occur by the end of Q4/2015. Task 5 -13: S4 Resource Materials Objective: Develop, produce and update campaign resource materials for use in all programming as appropriate. Task Description: Manage the design, drafting, production and distribution of resource materials in support of the S4 campaign initiatives. The resource materials that will be produced are: 8 a. S4 Ribbon Magnets, 1,000 total quantity. b. S4 Additional Promotional Item (e.g. additional Ribbon Magnets, Rico the dog stickers), 1,000 total quantity. Responsibilities: WBC shall: a. Develop all materials and seek approvals from the Steering Committee. b. Produce materials in accordance with Steering Committee approvals. Santa Ana shall: a. Approve the resource material elements. Completion Criteria: This task is considered complete upon delivery of the collateral materials and when the Santa Ana Project Manager signs the task completion letter. Completion is planned to occur by the end of Q1/2016. Task 6: S4 Citizens & Community Outreach Objective: Continue to conduct community and citizens' outreach to secure the campaign's presence at events and or display of the giant red backpack at venues through the development and extension of promotional partners to build on the existing awareness of the campaign. 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• S4 Citizens & Community Outreach (Summer /Fail 20151 Objective: Continue to conduct community and citizens' outreach to secure the campaign's presence at events and or display of the giant red backpack or another promotional element at venues through the development and extension of promotional partners to build on the existing awareness of the campaign. Task Description: Manage and staff (where appropriate) continued participation at least 6 community outreach festivals (e.g. Irvine Korean Festival) or giant red backpack staged promotion displays at notable Orange County venues or events (e.g. Orange County Fair). Activities include: a. Master Community & Citizen Events Calendar - create and manage a master annual calendar for all milestone events, festivals and /or venues that S4 will participate in and /or staff in support of the campaign's messaging during Q3 /Q4 2015. b. Event Promotion & Staffing - promote and staff (as appropriate) up to 5 community events, festivals and /or giant red backpack venue displays throughout Orange County that are aligned with the Master Community & Citizen Events Calendar. Event activities may include display of the giant red backpack, distribution of campaign materials promotional items 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 calendared event outreach and when the Santa Ana Project Manager signs the task completion letter. Formal calendaring of upcoming events will incur upfront logistics and event fees. Completion is planned for the end of Q3/2015. Task 6 -B• 54 Citizens & Community Outreach (Winter 2015) Objective: Continue to conduct community and citizens' outreach to secure the campaign's presence at events and or display of the giant red backpack at venues through the development and extension of promotional partners to build on the existing awareness of the campaign. Task Description: Manage and staff (where appropriate) continued participation at least 6 community outreach festivals (e.g. Cypress Community Festival) or giant red backpack staged promotion displays at notable Orange County venues or events (e.g. John Wayne Airport). Activities include: a. Master Community & Citizen Events Calendar - create and manage a master annual calendar for all milestone events, festivals and /or venues that S4 will participate in and /or staff in support of the campaign's messaging during Q3 /Q4 2015. b. Event Promotion & Staffing - promote and staff (as appropriate) up to 5 community events, festivals and /or giant red backpack venue displays throughout Orange County that are aligned with the Master Community & Citizen Events Calendar. Event activities may include display of the giant red backpack, distribution of campaign materials promotional items 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 10 Santa Ana shall: a. Approve plan and promotional elements Completion Criteria: This task is considered complete upon the completion of the calendared event outreach and when the Santa Ana Project Manager signs the task completion letter. Formal calendaring of upcoming events will incur upfront logistics and event fees. Completion is planned for the end of Q4/2015. FY14 S4 Milestone Payment Schedule Milestone Task Name ..... 2015 MARKETING ROADMAP $ 7,0 S4 STAKEHOLDER MEETINGS AND PROMOTIONS $ 8,000.00 S4 OUTDOOR, PSA AND EARNED MEDIA PROMOTIONS IS4 Task 3 -A - S4 Outdoor, PSA and Earned Media Promotion (Summer 2015) $ 35,000.00 Task 3 -B - S4 Outdoor, PSA and Earned Media Promotion (Fall 2015) $ 20,000,00 Task 3 -C - S4 Outdoor, PSA and Earned Media Promotion (Winter 2016) $ 20,000.00 TASK 4 S4 MICROSITE AND SOCIAL MEDIA PLATFORM MANAGEMENT Task 4 -A - Microsite and Social Media Platform Management (Summer/Fall 2015) $ 10,000.00 Task 4 -3 - Microsite and Social Media Platform Management (Fall 2015/Winter 2016) $ 10,000.00 TASK 5 S4 MATERIALS AND RESOURCCES Task 5 -A - Collateral Materials $ 7,500.00 Task 5 -3 - Resource Materials $ 7,500,00 TASK 6 S4 CITIZENS & COMMUNITY OUTREACH Task 6 -A - Citizens & Community Outreach (Summer/Fall 2015) $ 12,500.00 Task 6 -B - Citizens & Community Outreach (Winter 2015) $ 12,500.00 TOTAL $ 150,001 12 COMMU -5 OF ID: RB A'C CERTIFICATE OF LIABILITY INSURANC 04101312015 �✓"'' 04/08/2015 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 an this certificate does not confer rights to the PRODUCER Westbound Communications, Scott Smith 625 The City Dr., Ste 360 Orange, CA 92868 r`^11IoAiTMQ r`COTICir`ATP MI IM6tkq, PI :VISION MIIMRER- 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. Af56t( SSBaRI" "_'_'"_..'"_._.�._,_.....�.�_._ LT TYPE OF INSURANCE i mo I POLICY NUMBER MAULetYYYY QiMlDat VY LIMITS A X COMMERCIAL GENERALUABILITY CLAIM64ADE OCCUR X X (72SBAAE3737 172SBAAE3737 05/06/2015 EACH OCCURRENCE ----is 2,000,000 05/06/2016 ____._�._._ _ PREh IN"ESEeoccuY aPC�L "_I} -$ ,......300,000 A X Bus lnteruption 106108/20150610612016 MEOExP An }one a5m» 10,00 A T2SBAAF3737 0610612015 - {! -a�-- _ 0 510 612 0 1 6 PERSONALaAOV INJURY is 2,000,00 X Property � GEN'L AGGRE(GyT AT"E LIMIT APPLIES PER. ( 1 GENERALAGGREGATE 4,000,000 POLICY a 9ECT 1:1 LOU _A PRODUCTS- COMPIOP AGO $ 4,000,000 i OTUhk I $ AUTOMOBILE LIAMUTY !COMB ED SINGLE LIMIT 1$ 2,000,000 A ANYAUTO 72SBAAE3737 05/06/2015 05116/2016 sODaY INJURV {Par Par3on) $ _ —_ ALL OWNED _ {SGHEDULEQ AUTOS i AUTOS e001LY INJURY {Bar acUdenC -- . --. -•• X HIREQ AUTOS !� AUTO$WNEQ FRGa ytle ttQL.-GE q �.. -..... I $- UMBRELLA LOS OCCUR EACH OCCURRENCE $_ 2,000,00 g X EXCESS HAS X CLAIMS "MADe (72SBAAE3737 1011312015 10!1312016 j QGq gECaTE _$ QED RETENTION $ WORKERS CONIFER i X a7ATUTE EORH B AND EMPLOYERS` LIABILITY ANY PROPRIETORIPARTNER EHEC IVE YIN ER EXCLUDED'f ❑ 72WECLR3763 N/A, 09/26/2014 09/26/2016 EL EACH ACCIDENT $ 1,000,000 (Mandatory In (Mandatory in Ntl) I ! EL DIaCASE - EA FNIPLOYEE! $ 1,000,000 1 E L t(ye3,d- IggoeOFO QESCRIPYIONOF OP F. Fkmofis Rabw ! EL DISEASE POLICY iiMIF 1 L b �.- 1,000,000 C Professional Liall MEP13656.14 09/261201410912612015 !Aggregate 3,000,00 Ded 10,000 DESCRIPTION OF OPERATIONS LOCATIONS VEHICLES (ACORO 101, Additional Remarks Schodula, may ba Attached if more 3PaGa is tegdirodi The City of Santa Ana, ifs officers, employees, agents, volunteers and representatives are named Additional Insured perform IH12001186 which Includes 30 day notice of cancellation. Primary wording and Waiver of Subrogation apply per farm SS00080405 attached to the policy nns,r•cl aA Ina! CC) 195 &2014 ACORD CORPOKAI PL N. All rlgncs reservea. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Santa Ana THE DATE THEREOF, ACCORDANCE EXPIRATION THE POLICY PROVISIONS NOTICE WILL BE DELIVERED IN 20 Civic Center plaza Santa Ana, CA 92701 AUTHORMSO REPRESENTATIVE Sawyer Cook Insurance ^ CC) 195 &2014 ACORD CORPOKAI PL N. All rlgncs reservea. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 72 SSA AE3737 THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY, ADDITIONAL INSURED - PERSON - ORGANIZATION CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 Farm IH 12 00 1186 T $EQ. NO. 003 Printed in U.S.A. Page 001 Process Date: 02/20/15 Expiration Date: 05/06/16 w POLICYNUMBER:72 BHA AE3737 c4!F THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, 30 DAY NOTICE OF CANCELLETION IN CONSIDERATION OF No CHANGE IN PREMIUM, IT 19 HEREBY AFR8ED AND UNDERSTOOD THAT FORM SS1224 IS ADDED PER THE ATTACHED. Form IH 12 00 1185 T SEU NO. 007 Process Date: 02/20/15 Printed int.1,8,A, Page 001 Expiration Date: 05106116 ii! I . : Form SS 00 08 04 05 O 2005, The Hartford QUICK REFERENCE 10 oil Form SS 00 08 04 05 Beginning on Page 1 1 2 z s M m 15' 15 15 16 16 16 16 16 17 18 18 20 M 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. S1MMMA:TAtI&*" r 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 arts 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; Form SS 00 08 04 05 Page 1 of 24 O 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 %overage 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, M a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit' against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic taw violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us In the investigation or defense of the claim or "suit', including actual loss of earnings UP to $500 a day because of time off from work (5) All costs taxed against the insured in the "suit ". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer, (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. Form SS 00 08 04 05 b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit ", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the Indemnitee in a contract or agreement that is an "insured contract "; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured In the same "Insured contract "; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (1) Cooperate with us in the investigation, settlement or defense of the "suit'; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit "; (iii) Notify any other insurer whose coverage Is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (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 "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. i, 1, Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising Injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the Insured with the expectation of inflicting "personal and advertising injury" b. Contractual Liability (1) "Bodily injury" or "property damage "; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage," or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Form 5S 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed In a contract or agreement conduct of the insured's business, or that is an "insured contract ", (2) The spouse, child, parent, brother or provided the "bodily injury" or 11 sister of that "employee" as a property damage" occurs consequence of(1)above, subsequent to the execution of the contract or agreement. Solely for This exclusion applies: the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses Incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of "bodily pay damages because of the injury. injury" or "property damage" provided: This exclusion does not apply to liability (1) Liability to such party for, or for assumed by the insured under an "insured contract ". the cost of, that party's defense f, pollution has also been assumed in the same "insured contract", and (1) "Bodily Injury", "property damage" or (11) Such attorneys' fees and "personal and advertising injury" litigation expenses are for arising out of the actual, alleged or defense of that party against a threatened discharge, dispersal, civil or alternative dispute seepage, migration, release or escape resolution proceeding in which of "pollutants ": damages to which this (a) At or from any premises, site or insurance applies are alleged location which is or was at any a Liquor Liability time owned or occupied by, or "Bodily Injury" or "property damage" for rented or loaned to any insured. However, this subparagraph does which any insured may be held liable by not apply to: reason of: (1) Causing or contributing to the (i) "Bodily injury" if sustained within a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol; or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that is used to relating to the sale, gift, distribution or heat water for personal use, by use of alcoholic beverages, the building's occupants or their This exclusion applies only if you are in the guests; business of manufacturing, distributing, (it) "Bodily injury" or "property selling; serving or furnishing alcoholic damage" for which you may be beverages, held liable, if you are a d. Workers' Compensation And Similar contractor and the owner or Laws lessee of such premises, site or Any obligation of the insured under a location has been added to your workers' compensation, disability benefits policy additional insured with respect to your ongoing or unemployment compensation law or any similar law. operations performed for that additional insured at that e, Employer's Liability premises, site or location and "Bodily injury" to: such premises, site or location (1) An "employee" of the insured arising is not and never was owned or out of and in the course of: occupied by, or rented or (a) Employment by the insured; or loaned to, any insured, other than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire "; subcontractor; (b) At or from any premises, site or (II) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building In connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor; or as waste by or for: (iii) "Bodily injury" or "property (1) Any insured; or damage" arising out of heat, (11) Any person or organization for smoke or fumes from a whom you may be legally "hostile fire'; or responsible; (e) At or from any premises, site or (d) from any premises, site or any location on which an insured or an location to ti which any insured or contractors or any contractors or subcontractors working directly or indirectly on any working directly working directly or indirectly insured's behalf are performing any insu behalf are re operations if the operations are to performing operations if the op 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 (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants "; or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants ". "bodily Injury" or "property damage" arises out of the However, this paragraph does not Intentional discharge, dispersal apply to liability for damages because "property or release of the fuels, of 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 "suit" fluids are brought on or to the or 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 Page 5 of 24 g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury„ or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "autd' demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes €. War operation and "loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these. you own or rent; i• Professional Services (2) Awatercraft you do not own that is: , "property damage" or a) Less than 51 feet long; and ( g: " "Bodily land "personal and advertising injury' arising g (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto' on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed In Paragraph f.(2) (4) Medical, surgical, dental, x -ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment "; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured "bodily instruction for the purpose of has any other insurance for such skin enhancement, hair or injury" or "property damage ", whether re removal or replacement or personal removal the other insurance Is primary, excess, contingent or on any other basis. grooming; h. Mobile Equipment (i) or hearing aid services including udi ng the prescribing, preparation, "Bodily injury„ or "property damage" filling, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of "mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 00 06 04 05 (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 (c) Similar services; rental by you. (16) Services in the practice of pharmacy; Paragraphs (3) and (4) of this exclusion do and not apply to the use of elevators. (11) Computer consulting, design or Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs (4) and (5) of this exclusion do Paragraphs (3) and (4) of this exclusion do "property not apply to the Incidental Medical not apply to damage" to borrowed equipment while not being used Malpractice coverage afforded under Paragraph i.e. in Section A. - Coverages, to perform operations at a job site. k. Damage To Property Paragraph (6) of this exclusion does not "property apply to 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 incurred by you, or any other person, "Property damage" to "your product" 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; m Damage To Impaired Property Or 4 O 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 arising injured, g out of: subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or "your work'; or arises out of those operations; or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property Damages claimed for any loss, cost or ( &) Arising out of an offense committed by expense incurred by you or others for the an insured whose business is; (a) Advertising, broadcasting, loss of use, withdrawal, recall, Inspection, publishing or telecasting; repair, replacement, adjustment, removal or disposal of: (b) Designing or determining content (1) "Your product "; of web sites for others; or (2) "Your work "; or (c) An Internet search, access, (3) "Impaired property "; content or service provider. if such product, work or property is However, this exclusion does not apply to Paragraphs a., b, and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions, condition in it. p. Personal And Advertising Injury For the purposes of this exclusion, placing an "advertisement" for or "Personal and advertising injury ": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of materiel, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the Insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product In your e -mail by or at the direction of the insured; address, domain name or metatags, or (4) Arising out of any breach of contract, any other similar tactics to mislead except an implied contract to use another's potential customers; another's "advertising idea" In your (11) Arising out or the violation of a "advertisement "; person's right of privacy created by (5) Arising out of the failure of goods, any state or federal act. products or services to conform with However, this exclusion does not any statement of quality or apply to liability for damages that the performance made in your insured would have in the absence of "advertisement"; °such state or federal act; (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; Intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or authenticity. displayed within a frame or border on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, In your graphics or images; or "advertisement ", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (1) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form S5 00 06 04 05 (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust taw; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would (15) Arising out of discrimination or not have occurred in whole or in "asbestos humiliation committed by or at the part but for the hazard "; direction of any "executive officer ", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any Insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard "; or "electronic data ". (c) Arise out of any claim suit for r. Employment-Related Practices damages because of teses ting for, "Bodily injury" or "personal and advertising monitoring, cleaning up, removing, injury" to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an "asbestos hazard ". (b) Termination of that person's t. Violation Of Statutes That Govern E. employment; or Mails, Fax, Phone Calls Or Other (c) Employment- related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage ", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2) The CAN -SPAM Act of 2003, including person at whom any of the employment - related practices any amendment of or addition to such described in Paragraphs (a), (b), or (c) law; or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies; other than the TCPA or CAN -SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Promises 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 a. 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 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers ". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. C. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. I. Products - Completed Operations Hazard Included with the "products- completed operations hazard ". g. Business Liability Exclusions Excluded under Business Liability Coverage. zmumg . 't, 1. If you are designated in the Declarations as a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured, Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees ", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds far: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership orjoint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co- "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Page 10 of 24 form SS 00 08 04 05 (b) Rented to, In the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees "volunteer workers ", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker "), or any organization while acting as your real estate manager. c, Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally Incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part, The insurance afforded herein for any subsidiary not shown in the Declarations as a named Insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3, Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b, coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission, Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who Is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less then 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability, However, no person or organization is an insured with respect to: a. "Bodily injury" to a co- "employee" of the person operating the watercraft or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional Insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 contract, written agreement or because of a (a) Any failure to make such permit issued by a state or political subdivision, that such person or organization inspections, adjustments, tests or be added as an additional insured on your servicing as the vendor has agreed to make or normally Policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, In connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization Is an additional products; Insured under this provision only for that (@ Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit, except such operations performed However, no such person or organization is an at the vendor's premises in additional insured under this provision if such connection with the sale of the person or organization is included as an product; additional Insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled Including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages, the vendor; or a. Vendors (h) "Bodily Injury" or "property Any person(s) or organization(s) (referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for its "bodily injury" or "property damage" arising own acts or omissions or those of out of "your products" which are distributed Its employees or anyone else or sold in the regular course of the vendor's acting on its behalf. However, this business and only if this Coverage Part exclusion does not apply to provides coverage for "bodily injury" or (1) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products- completed operations hazard ". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, In (a) "Bodily Injury" or "properly connection with the distribution damage" for which the vendor is or sale of the products, obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement, whom you have acquired such products, This exclusion does not apply to or any ingredient, part or container, liability for damages that the entering into, accompanying or vendor would have in the absence containing such products. of the contract or agreement; b. lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change with respect to their liability for "bodily In the product made intentionally injury", "property damage" or by the vendor; "personal and advertising injury" (d) Repackaging, except when caused, in whole or in part, by your unpacked solely for the purpose of maintenance, operation or use of inspection, demonstration, testing, equipment leased to you by such or the substitution of parts under person or organization, instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 (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 "occurrence" (1) Any state or political subdivision, but 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; (e) In connection with "your work" and or included within the "products - (b) in the performance of your completed operations hazard ", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the Insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard ". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities, The limits of Insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. How this insurance applies when other insurance is available to an additional Insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization Is an insured with respect to the conduct of any current or past Partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. DP LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Mast we Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or C, Persons or organizations making claims or bringing "suits ". 2. Aggregate Limits The most we will pay for; a, Damages because of "bodily injury" and "property damage" included in the "products- completed operations hazard" is the Products - Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right -of -way of a railroad. Page 14 of 24 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. 1 Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4, Personal And Advertising Injury Limit Subject to 2.b, above, the most we will pay for the sum of all damages because of all "personal and advertising Injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit ", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit "; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit ". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above, (3) Cooperate with us in the investigation, The Limits of Insurance of this Coverage Part apply settlement of the claim or defense "suit "; separately to each consecutive annual period and to against the and any remaining period of less than 12 months, starting (4) Assist us, upon our request, in the with the beginning of the policy g g p y period shown In the enforcement of any right against any Declarations, unless the policy period is extended person or organization that may be after issuance for additional period of less than liable to the insured because of injury ca months. in that case, the additional period will be be or damage to which this insurance deemed part of the last preceding period for purposes may also apply. of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS voluntarily make a payment, assume any any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the You or any additional insured must see to other insurer for defense and indemnity. that are notified soon as However, this provision does not a to pp Y le practicable of an "occurrence" or an p n the extent that you have agreed Y in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and (1) How, when and where the "occurrence" non - contributory with the additional or offense took place; insured's own insurance, (2) The names and addresses of any f. Knowledge Of An Occurrence, Offense, Claim Or Suit injured persons and witnesses; and (3) The nature and location of any injury Paragraphs a, and b. apply to you or to or damage arising out of the any additional Insured only when such 11 ", "occurrence' or offense, occurrence offense, claim or "suit" is known to ti_ 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 a an additional claim or "suit" and the date received; insured is a limited liabili ty 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 c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public, entity. Form SS 00 08 04 05 Page 15 of 24 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 few, 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 an a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. S. 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 Page 16 of 24 (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 lass we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies, if other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work ", (2) Premises Rented To You That Is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner, (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent riot subject to Exclusion k. of Section A. — Coverages. Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that Insurance; or (7) When You Add Others As An Additional Insured To This Insurance That Is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other Insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non - Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this Insurance is primary and non- contrlbutory 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. rr When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this Insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other Insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c, method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other Insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 6. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the Insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The Insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b, Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Page 17 of 24 w 0 of F. OPTIONAL ADDITIONAL INSURED 1 Additional Insured - Grantor Of Franchise COirERAGES 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 Declarations. These coverages are subject to the a. WHO IS AN INSURED under Section C. is terms and conditions applicable to Business amended to include as an additional Insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, I. 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($) or organization(s). for "bodily injury ", 'property damage" or "personal b. With respect to the insurance afforded to and advertising injury" caused, in these additional Insureds, this Insurance whole or in part, by your acts or omissions or does not apply to any 'Occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing S. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Promises insured the person(s) or organization(s) a. WHO 1S AN INSURED under Section C, is shown in the Declarations as an Additional amended to Include as an additional insured Insured — Owners Or Other Interests From the persons) or organization(s) shown in the Whom Land Has Been Leased, but only Declarations as an Additional Insured - with respect to liability arising out of the Designated Person Or Organization; but only ownership, maintenance or use of that part with respect to liability arising out of the of the land leased to you and shown in the ownership, maintenance or use of that part of Deolarations. the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following b. With respect to the insurance afforded to additional exclusions apply: these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any "occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such (2) Structural alterations, new person or organization, construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision — Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional Insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 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 Is. 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 "Personal and advertising injury" at the vendor's premises in arising out of operations performed for connection with the sale of the the state or municipality; or product; (2) "Bodily injury" or "property damage" (g) Products which, after distribution included in the "product- completed or sale by you, have been labeled operations" hazard, or relabeled or used as a 7. Additional Insured — Vendors container, part or ingredient of any other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor, or amended to 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 business and only if this Coverage Part (i) The exceptions contained in provides coverage for "bodily Injury" or Subparagraphs (d) or (f); or "property damage" Included within the (it) Such inspections, "products- oompleted operations hazard ". adjustments, tests or servicing b. The insurance afforded to the vendor is as the vendor has agreed to subject to the following additional exclusions: make or normally undertakes (1) This insurance does not apply to: to make In the usual course of business, in (a) "Bodily injury" or "property connection with 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 liability in a contract or agreement insured person or organization from This exclusion does not apply to whom you have acquired such products, or any Ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8, Additional insured — Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made Intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under instructions from the manufacturer, b. Premises they own, maintain or control and then repackaged in the original white you lease or occupy these premises. container; Form SS 00 08 04 05 Page 19 of 24 This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to Include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury" "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard ", but only if this Coverage Part provides coverage for "bodily Injury" or "Property damage" included within the "products- completed operations hazard ". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C, is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co. Owner Of Insured Premises, but only with respect to their liability as co-owner of the Premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D, — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1, "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or Images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement ". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4, "Auto" means a land motor vehicle, trailer or semi - trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at anytime, 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 a, The United States of America (including its b. You have failed to fulfill the terms of a territorles 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: agraamant, (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 indemnities 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 R. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance.. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a "suit" including an easement or license on the merits according to the substantive law In such territory, or in a agreement in connection with construction 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- RODS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment, parry 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 g. "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 3S 00 08 04 05 Page 21 of 24 +� f (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that Is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the Insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker ". 14, "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement Into or onto an aircraft, watercraft or "auto "; b. While it is in or on an aircraft, watercraft or "auto'; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self - propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d, above that are not self- propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a„ b., C., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self - propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos ": (1) Equipment, of at least 1,004 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, Including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Page 22 of 24 Form SS 00 08 04 05 C. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of Its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; a. 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. 18. "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. (o) 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, unlnstailed equipment or abandoned or unused materials, 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured, All such loss of use shall be deemed to occur at the time of "occurrence" that caused it, As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your, "employee "; Form SS 00 08 04 05 Page 23 of 24 a{ HIII� t 1] b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product': a. Means; (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product'; and Page 24 of 24 (2) The providing of or failure to provide warnings or instructions. c. Does not Include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work a, Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work`, and (2) The providing of or failure to provide warnings or instructions. Form SS 00 08 04 06 THIS ENDORSEMENT WORKERS' COMPENSATION BROAD FORM ENDORSEMENT k Pa88cyNumber: 72 WEC LR3783 Endorsement Number: Effective Date: 09/28/14 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: WESTBOUND CObIMUNICATSONS, INC. 625 THE CITY DR, SUITE 360 ORANGE, CA 92868 Section I of this endorsement expands coverage provided under WC 00 00 00. Section ll of this endorsement provides additional coverage usually Only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: UBJECT INDEX PAGE I SUBJECT SECTION I PARTS ONE and TWO 01 We WIII Also Pay PART -THREE 02 How This Insurance Works PART - SIX 03 Transfer of Your Rights and Duties 04 Liberalization SECTION II VOLUNTARY COMPENSATION INSURANCE 05 Voluntary Compensation Insurance A. How This Insurance Applies a. We Will Pay C. Exclusions D. Before We Pay E. Recovery From Others F. Employers' Liability Insurance EMPLOYERS' LIABILITY STOP GAP ENDORSEMENT 06 Employers' Liability Stop Gap Coverage A. Stop Gap Coverage Limited to Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming Form WC 99 03 03 B Printed in U.S.A. (Ed. $100) Process Date: 08/09/14 am B. Part One Does Not Apply 3 C, Application of Coverage 3 D. Additional Exclusions 3 E. West Virginia 3 EXTENDED OPTIONS 4 01 Employers' Liability insurance 4 02 Unintentional Failure to Disclose 4 Hazards 03 Waiver of Our Right to Recover from 4 Others 04 Foreign Voluntary Compensation 4 A. Haw This Reimbursement Applies 4 B. We Will Reimburse 4 C. Exclusions 4 D. Before We Pay 5 E. Recovery From Others 5 F. Reimbursement For Actual Loss 5 Sustained G. Repatriation 5 H. Endemic Disease 5 05 Longshore and Harbor Workers' 5 Compensation Act Coverage Endorsement SECTION 811 5 01 Schedule of Covered States e © 2000, The Hartford Page 1 of 6 Policy Expiration Date: o9/2a/1_5 9ARIEW PARTS ONE and TWO 1. WE WILL ALSO PAY D. We Will Also Pay of Part One (WORKERS' COMPENSATION INSURANCE); and E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is replaced by the following: We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding, or suit we defend: 1, reasonable expenses incurred at our request, INCLUDING loss of earnings; 2, premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this Insurance; 3, litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this law; and 5, expenses we incur. PART THREE 1 How This Insurance Applies Paragraph 4. of A. How This Insurance Applies of Part 3 (Other States Insurance) is replaced by the following: 4. If you have work on the effective date of this Policy In any state not listed in Item 3.A. of the Information Page, coverage will not be afforded for that state unless we are notified within sixty days. PART SIX 3. Transfer Of Your Rights and Duties C. Transfer Of Your Rights and Duties of Part 6 (Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within sixty days after your death, we will cover your legal representative as insured. 4. Liberalization If we adopt a change in this form that would broaden the coverage of this form without extra charge, the broader coverage will apply to this Policy . It will apply when the change becomes effective in your state. 6 VOLUNTARY COMPENSATION AND EMPLOYERS' LIABILITY COVERAGE 6. Voluntary Compensation insurance A. How This Insurance Applies This Insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by any officer or employee not subject to the workers' compensation law of any state shown, in Item 3.A. of the Information Page, 2. The bodily injury must arise out of and In the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page, Form WC 09 03 03 B Printed in U.S.A. (Ed. 8/00) 3. The bodily injury must occur in the United States of America, its territories or possessions, or Canada, and may occur elsewhere if the employee is a United States or Canadian citizen, or otherwise legal resident, and legally employed, In the United States or Canada and temporarily away from those places. 4. Bodily injury by accident must occur during the policy period. 5. Bodily injury by disease must be caused or aggravated by the conditions of the Page 2 of 6 officer's or employee's employment. The officer's or employee's fast day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B. We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. We will pay those amounts to the persons who would be entitled to them under the law. C. Exclusion This Insurance does not cover: 1. any obligation imposed by workers' compensation or occupational disease law or any similar law. 2. bodily injury intentionally caused or aggravated by you. 3. officers or employees who have elected not to be subject to the state workers' compensation law. 4. partners or sole proprietors not covered under the Standard Sole Proprietors, Partners, Officers and Others Coverage Endorsement, D. Before We Pay Before we pay benefits to the persons entitled to them, they must: L Release you and us, in writing, of all responsibility for the injury or death. 2. Transfer to us their right to recover from others who may be responsible for the injury or death, 3. Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things, our duty to Pay ends at once. If they claim damages from you or from us for the injury or death, our duty to pay ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will Pay the balance to the persons entitled to it Form WC 99 03 03 B Printed in U.S A. (Ed. 8100) If the persons entitled to the benefits of this insurance make a recovery from others, they must reimburse us for the benefits we paid them. F. Employers' Liability Insurance Part Two (Employers' Liability Insurance) applies to bodily injury covered by this endorsement as though the State of Employment was shown in Item 3.A. of the Information Page. This provision 5. does not apply in New Jersey or Wisconsin. EMPLOYERS' LIABILITY STOP GAP COVERAGE 6, Employers' Liability Stop Gap Coverage A. This coverage only applies in Montana, North Dakota, Ohio, Washington, West Virginia and Wyoming. B. Part One (Workers' Compensation Insurance) does not apply to work in states shown in Paragraph A above. C. Part Two (Employers' Liability Insurance) applies in the states, shown in Paragraph A„ as though they were shown in Item 3.A. of the Information Page, D. Part Two, Section C. Exclusions is changed by adding these exclusions. This insurance does not cover; 5. bodily injury intentionally caused or aggravated by you or in Ohio bodily injury resulting from an act which is determined by an Ohio court of law to have been committed by you with the belief than an injury is substantially certain to occur. However, the cost of defending such claims or suits in Ohio is covered, 13. bodily injury sustained by any member of the flying crew of any aircraft. 14 any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers' compensation law or laws of a state shown in Paragraph A. E. This insurance applies to damages for which you are liable under West Virginia Code Annot. S23-4-2 Page 3 of 6 Employers' Liability Insurance Item 3.8, of the Information Page is replaced by the following: B, Employers' Liability Insurance; 1. Part Two of the policy applies to work in each state listed in Item 3.A, The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Llability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. Unintentional Failure to Disclose Hazards If you unintentionally should fall to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this Policy because of such failure. Waiver of Our Right To Recover From Others A. We have the right to recover our payments from anyone liable for an injury covered by this policy We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. t 4. Foreign Voluntary Compensation and Employers' Liability Reimbursement A. Now This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury Includes resulting death. 1. The bodily injury must be sustained by an officer or employee. 2. The bodily injury must occur in the course of employment necessary or Incidental to work in a country not listed in Exclusion C.1 of this provision. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee. 2. sums to which Pan Two (Employers' Liability Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page, C. Exclusions This insurance does not cover: 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3_ bodily injury intentionally caused or aggravated by you. Form WC 99 03 03 8 Printed in US A. (Ed. 8100) Page 4 of 6 4. liability for any consequence, whether direct or indirect, of war, invasion, act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebeflion, revolution, insurrection or military or usurped power. No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D. Before We Pay Before we reimburse you for the benefits to the Persons entitled to them, you must have them: I. release you and us, in writing, of all responsibility for the injury or death, 2. transfer to us their right to recover from others who may be responsible for their injury or death, 3. cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends at once. If they claim damages from us for the injury or death, our duty to reimburse ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to V. If persons entitled to the benefits make a recovery from others, they must repay us for the amounts that we have reimbursed you. F. Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain. In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial, or 2, secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States Form WC 99 03 03 B Printed in U.S A. (Ed. 8100) of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1. to the amount by which such expenses exceed the normal cost of returning the officer or employee if in good health, or 2, in the event of death, to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects any one such officer or employee whether dead or alive. K Endemic Disease The word "disease" includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers' compensation law. S. Longshore and Harbor Workers' Compensation Act Coverage General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workers' compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901- 050). it includes any amendments to those laws that are in effect during the policy pedod. It does not include any other federal workers or workers' compensation law, other federal Occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers' Liability Insurance), C. Exclusions, exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. - This coverage does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act. ,. 1. SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States: CA 8, If a state, shown in Item 3.A. of the Information Page, approves this endorsement after the effective date of this policy, this endorsement Will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. Countersigned by Authorized Representative Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6