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PUBLIC AGENCY RETIREMENT SERVICES (PARS) -2016
0 AJ d� o N O INSURANGE N01 REQUIRED WORK AAW QRDCPTD CLERK WF OUNCIL DATE: RESTATED AND AMENDED AGREEMENT FOR ADMINISTRATIVE SERVICES A-2016-375 This restated and amended agreement ("Agreement") is made this 2011, day of December, 2016, between Phase II Systems, a corporation organized and existing under the laws of the State of California, doing business as Public Agency Retirement Services (hereinafter "PARS") and the City of Santa Ana ("Agency"). WHEREAS, Agency entered into an agreement for administrative services with PARS dated June 7, 2011 to provide a defined benefit supplemental retirement plan ("original agreement") to certain eligible rctirees. The term of the original agreement was April 18, 2011 ending April 17, 2016 with a provision that the agreement will continue unchanged for successive twelve-month periods following the original term unless terminated. WHEREAS, Agency and PARS want to clarify that the term of the Agreement is ongoing unless terminated or until the last beneficiary or their eligible heirs expire. WHEREAS, Agency is desirous of c o n t i n u i n g t o retain PARS, as Trust Administrator to the PARS Trust, to provide administrative and consulting services with respect to the qualified City of Santa Ana PARS Supplementary Retirement Plan (the "Plan") NOW THEREFORE, the parties agree: 1. Services. PARS will provide the services pertaining to the Plan as described in the exhibit attached hereto as "Exhibit 1A" ("Services") in a timely manner, subject to the further provisions of this Agreement, 2. Fees for Services. PARS will be compensated for performance of the Services as described in the exhibit attached hereto as "Exhibit 113" 3. Payment Terms. Payment for the Services will be remitted directly from Plan assets unless otherwise stated in Exhibit IB. In the event that the Agency chooses to make payment directly to PARS, it sliall be the responsibility of the Agency to remit payment directly to PARS based upon an invoice prepared by PARS and delivered to the Agency. Ifpayment is not received by PARS within thirty (30) days of the invoice delivery date, the balance due shall bear interest at the rate of 1.5% per month. If payment is not received from the Agency within sixty (60) days of the invoice delivery date, payment plus accrued interest will be remitted directly from Plan assets, unless PARS has previously received written communication disputing the subject invoice that is signed by a duly authorized representative of the Agency, 4. Fees for Services Beyond Scope. Fees for services beyond those specified in this Agreement will be billed to the Agency at the rates indicated in the PARS standard fee schedule in effect at the time the services are provided and shall be payable as described in Section 3 of this Agreement. Before any such services are performed, PARS will provide the Agency with written notice of the subject services, terms, and an estimate of the fees therefore. Information Furnished to PARS, PARS wilt provide the Services contingent upon the Agency's providing PARS the information specified in the exhibit attached hereto as "Exhibit 1 C"("Data"). It shalt be the responsibility of the Agency to certify the accuracy, content and completeness of the Data so that PARS may rely on such information without further audit. It shall further be the responsibility of the Agency to deliver the Data to PARS in such a manner Page I EXH 1 BIT 1 that allows for a reasonable amount of time for the Services to be performed, Unless specified in Exhibit I A, PARS shall be under no duty to question Data received from the Agency, to compute contributions made to the Plan, to determine or inquire whether contributions are adequate to meet and discharge liabilities under the Plan, or to determine or to inquire whether contributions made to the Plan are in compliance with the Plan or applicable law. In addition, PARS shall not be liable for non-performance of Services if such non-performance is caused by or results from erroneous and/or late delivery of Data from the Agency, In the event that the Agency fails to provide Data in a complete, accurate and timely manner and pursuant to the specifications in Exhibit 1C, PARS reserves the right, notwithstanding the further provisions of this Agreement, to terminate this Agreement upon no less than ninety (90) days written notice to the Agency. 6. Suspension of Contributions. hi the event contributions are suspended, either temporarily or permanently, prior to the complete discharge of PARS' obligations under this Agreement, PARS reserves the right to bill the Agency for Services under this Agreement at the rates indicated in PARS' standard fee schedule in effect at the time the services are provided, subject to the terns established in Section 3 of this Agreement. Before any Such services are performed, PARS will provide the Agency with written notice of the subject services, terms, and an estimate of the fees therefore. 7, Records. During the tern of this Agreement, and for a period of five (5) years after termination of this Agreement, PARS shall provide duly authorized representatives of the Agency access to all records and material relating to calculation of PARS' fees under this Agreement. Such access shall include the right to inspect, audit and reproduce such records and material and to verify reports furnished in compliance with the provisions of this Agreement, All information so obtained shall be accorded confidential treatment as provided under applicable law. 8. Confidentiality. Without the Agency's consent, PARS shalt not disclose any information relating to the Plan except to duly authorized officials of the Agency and to parties retained by PARS to perforin specific services within this Agreement. The Agency shall not disclose any information relating to the Plan to individuals not employed by the Agency without the prior written consent of PARS, except as such disclosures may be required by applicable law. 9. Independent Contractor. PARS is and at all times hereunder shall be an independent contractor, As such, neither the Agency nor any of its officers, employees or agents shall have the power to control the conduct of PARS, its officers, employees or agents, except as specifically set forth and provided for herein, PARS shall pay all wages, salaries and other amounts due its employces in connection with this Agreement and shall be responsible for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, worker's compensation, and similar matters. l0. Indemnification. PARS and Agency hereby indemnify each other and hold the other harmless, including their respective officers, directors, employees, agents and attorneys, from any claim, toss, demand, liability, or expense, including reasonable attorneys' fees and costs, incurred by the other as a consequence of PARS' or Agency's, as the case may be, acts, errors, or omissions with respect to the performance of their respective duties hereunder. Page 2 11. Compliance with Applicable Law, The Agency shall observe and comply with federal, state and local laws in effect when this Agreement is executed, or which may come into effect during the term of this Agreement, regarding the administration of the Plan. PARS shall observe and comply with federal, state and local laws in effect when this Agreement is executed, or which may come into effect during the term of this Agreement, regarding Plan administrative services provided under this Agreement. 12. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. In the event any party institutes legal proceedings to enforce or interpret this Agreement, venue and jurisdiction shall be in any state court of competent jurisdiction. 13. Force Majeure. When satisfactory evidence of a cause beyond a party's control is presented to the other party, and nonperfonnance was unforeseeable, beyond the control and not due to the fault of the party not performing, a party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by such cause, including but not limited to: any incidence of fire, flood, acts of God, acts of terrorism or war, commandeering of material, products, plants or facilities by the federal, state or local government, or a material act or omission by the other party. 14. Ownership of Reports and Documents. The originals of all letters, documents, reports, and data produced for the purposes of this Agreement shall be delivered to, and become the property of the Agency. Copies may be made for PARS but shall not be furnished to others without written authorization from Agency. 15, Designees. The Plan Administrator of the Agency, or their designee, shall have the authority to act for and exercise any of the rights of the Agency as set forth in this Agreement, subsequent to and in accordance with the written authority granted by the Governing Body of the Agency, a copy of which writing shall be delivered to PARS. Any officer of PARS, or his or her designees, shall have the authority to act for and exercise any of the rights of PARS as set forth in this Agreement, 16. Notices. All notices hereunder and communications regarding the interpretation of the terns of this Agreement, or changes thereto, shall be effected by delivery of the notices in person or by depositing the notices in the U.S. mail, registered or certified mail, return receipt requested, postage prepaid and addressed as follows: (A) To PARS: PARS; 4350 Von Karman Avenue, Suite 100, Newport Beach, CA 92660; Attention: President (B) To Agency: City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CA 92701; Attention: Executive Director of Personnel Services Notices shall be deemed given on the date received by the addressee. 17, Term of Agreement, This Agreement shall remain in effect for the period that began April 18, 2011 for twelve (12) month periods thereafter unless terminated or until the last beneficiary or their eligible heirs expire (Term), This Agreement will continue unchanged for the duration of the term unless either parry gives written notice to the other party of the intent to terminate prior to ninety (90) days before the end of the twelve ( t2) month period. Page 3 18. Amendment. This Agreement may not be amended orally, but only by a written instrument executed by the parties hereto. 19. Entire Agreement. This Agreement, including exhibits, contains the entire understanding of the parties with respect to the subject matter set forth in this Agreement. In the event a conflict arises between the parties with respect to any term, condition or provision of this Agreement, the remaining terms, conditions and provisions shall remain in full force and legal effect. No waiver of any term or condition of this Agreement by any party shall be construed by the other as a continuing waiver of such tern or condition. 20. Attorney's Fees. In the event any action is taken by a party hereto to enforce the terms of this Agreement, the prevailing party therein shall be entitled to receive its reasonable attorney's fees. 21. Counterparts. This Agreement may be executed in any number of counterparts, and in that event, each counterpart shall be deemed a complete original and be enforceable without reference to any other counterpart. 22. Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions. 23. Effective Date. This Agreement shall be effective on the date first above written, and also shall be the date the Agreement is executed. AGENCY: BY: r TITLE: Gerardo Mouet, DATE: Acting City Manager PARS: BY: �✓k TITLE: DATE: /131--2-U/7 RECOMMENDED FOR APPROVAL: C�= Ed Raya Executive Director of Personnel Services Page 4 ATTEST: Maria xizai JG City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: &", A • a lU— Laura A. Rossini Senior Assistant City Attorney EXHIBIT IA SERVICES PARS will provide the following services for the City of Santa Ana: 1. Plan Consultation Services: (A) Meeting with Agency personnel to discuss the impact to the Agency of implementing a Plan; (B) If appropriate, completing a fiscal analysis, based on data and assumptions provided by Agency, to determine the fiscal feasibility of a Plan; (C) Meeting with Agency personnel to discuss the fiscal analysis and receive feedback on the analysis, data, and assumptions made; (D) Making appropriate revisions to the fiscal analysis as directed by Agency. 2. Plan Installation Services: (A) Meeting with appropriate Agency personnel to discuss plan prov1s10ns, implementation timelines, benefit communication strategies, data reporting and contribution submission requirements; (B) Providing the necessary analysis and advisory services to finalize these elements of the Plan; (C) Providing the documentation needed to establish the Plan for review by Agency legal counsel. 3. Plan Administration Services: (A) Monitoring the receipt of Plan contributions made by the Agency to the trustee of the PARS Trust Program ("Trustee"), based upon information received from the Agency and the Trustee; (B) Performing periodic accounting of Plan assets, including the allocation of employer contributions, distributions, investment activity and expenses (if applicable), based upon information received from the Agency and/or Trustee; (C) Acting as ongoing liaison between the Participant and the Agency in regard to distribution payments, which shalt include use by the Participants of toll-free telephone communication to PARS; (D) Producing benefit illustrations and processing enrollments; (E) Coordinating the processing of Participant distribution payments pursuant to authorized written Agency certification of distribution eligibility, authorized direction by the Agency, and the provisions of the Plan, and, to the extent possible, based upon Agency - provided Data; (F) Directing Trustee to liquidate Plan assets (if necessary) and make Participant distribution payments, and producing required tax filings regarding said distribution payments; Page 5 (G) Notifying the Trustee of the amount of Plan assets available for (further investment and management, or, the amount of Plan assets necessary to be liquidated in order to fund Participant distribution payments; (H) Coordinating actions with the Trustee as directed by the Plan Administrator within the scope this Agreement; (I) Preparing and submitting a report of Plan activity to the Agency, unless directed by the Agency otherwise; (J) Coordinating and selecting of a licensed actuary to perform actuarial valuation, if required, on a periodic basis to comply with state and federal laws (the actuarial certification fee for which shall be paid by the Agency); (K) Preparing and submitting the Annual Report of Financial Transactions to the California State Controller, as required by law, for the PARS Trust Program, including the required certified audit of the PARS Trust. 4. Plan Compliance Services; Coordinating and preparing changes to the Trust, Plan and other associated legal documents required by federal and state agencies to maintain the Plan in compliance, for review by Agency legal counsel. S. PARS is not licensed to provide and does not offer tax, accounting, legal, investment or actuarial advice. In providing the services specified above, PARS will retain qualified professional service providers at its cost as it deems necessary if the service lies outside its area of expertise. 6. Any analysis provided by PARS is subject to the receipt of accurate information and assumptions as may be provided by Agency. The Agency is responsible for integrating the PARS analysis into any Agency budgetary analysis or decision-making processes. The fiscal projections in the PARS analysis are dependent upon future experience conforming to the assumptions used and the results will be altered to the extent that future experience deviates from these assumptions. It is certain that actual experience will not conform exactly to the assumptions used in the analysis. Page 6 EXHIBIT iB FEES FOR SERVICES PARS will be compensated for performance of Services, as described in Exhibit IA based upon the following schedule: Upon implementation of the Plan associated with this Agreement, the Agency agrees to pay: (A) An ongoing administration fee equal to five and one-half percent (5.50%) of all contributions made by the Agency on behalf of participants in the subject Plan. Fees will be billed to the Trustee as contributions are made by the Agency, and it will be the responsibility of the Trustee to pay those fees from the assets of the Plan. These fees are exclusive of Trustee and investment management fees, which are based on the standard fees charged by the Trustee. (B) A fee equal to actuarial expenses, if any, charged to PARS by an outside contractor for an actuarial valuation of the Agency's Plan ("Actuarial Valuation Fee"). (C) A fee equal to the stated IRS application fees and legal fees related to any ongoing federal and/or state required Plan compliance changes. Such fees will not be charged to the Agency without prior authorization by the Plan Administrator. Page 7 EXHIBIT IC DATA REQUIREMENTS PARS will provide the Services under this Agreement contingent upon recelvmg the following information: 1. Participant Data (provided by Agency): (A)Patticipant's Legal Name (B) Participant's Position (C) Participant's Address (D) Participant's Birth Date (E) Participant's Hire Date (F) Participant's Contract Salary (G) Years of Agency Service (H)Retirement Date 1 Executed Legal Documents (provided by Agency): (A) Certified Resolution (B) Adoption Agreement (C) Plan Document (D) Trustee Investment Forms 3. Completed Funding Documents (provided by Agency): (A) Authorization to Pay Benefits Form (B) Funding of PARS Supplementary Retirement Plan Form. 4. Completed Enrollment Forms (timely submitted by Participant): (A) Correction Form (B) Enrollment Form (C) Beneficiary Designation Form (D) Tax Withholding Request Form (E) Letter of Resignation S. Other information pertinent to the Services as reasonably requested by PARS. Page 8 ACC?R& CERTIFICATE OF LIABILITY INSURAN'CE' FTE (M12_'D/2017D/YYYY) 1 51 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(es) must be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on: this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Warner Pacific Insurance PHONE FAX DAMAGE TO RENTED (AIC, No, Ext): (AID, No): 32110 Agoura Rd E-MAIL ADDRESS: MED EXP (Any one person) INSURERS) AFFORDING COVERAGE NAIC to W I estlake Village CA 91 1 361 INSURER A:Employers Assurance Company 25402 INSURED INSURER B PHASE II SYSTEMS INC, DBA; PARS INSURER C 4350 VON KAPRM AVE INSURER D SUITE 100 INSURER E ,INEWPORT BEACH CA 92660 1 INSURER F: K1K§1'1;41:fA1M 21 TILT1 L24 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR Abu suBR POLICY EFF POLICY EXP LTH TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDD)YYYY) (MMIDDIYYYYI LIMITS JCOMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED 'PREMISES (Ea occurrence), MED EXP (Any one person) $ . . . . .. ............. ............ ....... PERSONAL & ADV INJURY $ . . ............. . ... .... . .. . GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - CCMPIOP AGG . ...... .. . ... . .. $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accciept) ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED I ; AUTOS AUTOS BODILY INJURY (Per accident) $ i NON -OWNED PROPERTY DAMAGE $ HI RED AUTOS AUTOS (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXC ESS LIAB CLAIMS-MADE'...AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION x PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER,,, .. ........... ,ANY PROPRIETOR/PARTNENEXECUTIVE NiA E.L. EACi I ACCIDENT $ 1 000,000 OFFICER/MEMBER EXCLUDED? i (Mandatory in NH) N SMC002110615 4/1/2017 4/1/2018 E.L. DISEASE EA EMPLOYEE $ 1,000,000 If yes. describe under DESCRIPTION OF OPERATIONS betow E.L. DISEASE POLICY LIMIT $ 1, 000, OOG DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) TEN DAYS NOTICE OF CANCELLATION FOR NON—PAYMENT. City of Santa Ana Attn: Executive Director of Personnel Se 20 Civic Center Plaza, M-24 Santa Ana, CA 92701 L,LLLA I IUN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE @ 1988.2014 ACORE)/60RPORATION, All riGhts reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS025 (201401) CERTIFICATE OF LIABILITY INSURANCE DATE (MMr©DfYfYY) '- 7125/2017 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, EXTENT]OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the 'policy(ies) must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does riot confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Risk aSt-trate ies Company CONTACT g p y NAME Risk SirategiBs Company_-. 2040 Main Street, Suite 460 PHONE FAX Irvine, CA 92614 (MC—No. Extl _ ..__-949-242 ..240-- (arca. E-MAIL - —.... _.m.... COVERAGE www.risk-strategies.com CA DOI License No. OF06675 INSURERA: INSURED Phase II Systems INSURER B Elba: PARS INsuRER G,.,,. 4350 Von Karman Ave., Ste 100 INSURER D Newport Beach CA 92660 INSURER C()VFRAf1F. ('FRTIMCATF NIIMRF'R• 'APA7')ar17 RFVIAlON NIIMRGR• 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 COND&TIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.. INSR... ADDL SUBR ...............— -POLICY EFF �II POLICY EXP -_.......- ___...-...,....... _. LTR', TYPE OFiNSURANCE lNSQ WVD! POLICYNUMBER MM/DDPYYYY!) IMMIDDIYYYYI LIMITS A COMMERCIAL GENERAL LIABILITY ✓72SBAAC2429 5/8/2017 5/8/2018 EACH OCCURRENCE 5 $2,000,000 FIE.hITED CLAIMS -MADE OCCUR yu I PRIMA619Tt ECvtIS�SCEaoccurrenrzy-.. ..$ $1,000,000 .-_$10,(300 MED EXP (Any one person) $ PERSONAL & ADW INJURY S $2,000,000 GEN'LAGGRE,GATE LIMIT APPLIES PER: GENERAL AGGREGATE $ $4,000,000 POLICY ✓ JECT LCC PRODUCTS-COMP12PAGG S $4,000,000 _.. OTHER' S A AUTOMOBILE LIABILITY ... _.. 72S'BAAC2429 5/8%2017 5/8/2018 NESINGLE LIMIT ... .,. �CCMBIID $2,000.0 0,0 ANY AUTO ODILY INJURY (Per person) $ OWNED -..- SCHEDULED ..................—. ROD" INJURY {'eT accident) _.._.__._....- .. _____. S AUTOS ONLY AUTOS _ HIRED NON -OWNED $'..... AUTOS ONLY ✓ AUTOS ONLY tr accidarr.Il .-._._ ...,.-_.. $ ''.... UMBRELLA LIAB OCCUR ''.... EACH OCCURRENCE.... S EXCESS LIAR CLAIMS MADE AGGREGATE $ DER RETENTION $ $ WORKERS CO M PENSATION.. PER 0TH - AND EMPLOYERS' LIABILITY YIN J STATUTE,,.,,.., „-,,,.. ER ANYPROPRIETORIPARTNEMEXECUTIVE E.L. EACH ACCIDENT $ OFFICERWEM13ER EXCLUDED? -] N f A ...-....... . ...._ ..,.,...,_.,. (Mandatory !It NH) E.L. DISEASE - EA EMPLOYEE $ If yes describe under ............._. ..---..._.. DESCRIPTION OF OPERATIONS below E.L. DISEASE.- POLICY LIMN' $ B Professional Liability LDUSA1704508 7/3012017 7/30/2018 Per Claim: $2,000,000 Aggregate: $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more spacers required) Projects as on file with the insured including but not limited to those usual to the insured's operations/PARS Supplementary Retirement Plan. The City of Santa Ana, Its officials„ employees and volunteers are named as additional insureds on the general liability policy -see attached endorsement. City of Santa Ana Attn: Executive Director of Personnel Services 20 Civic Center Plaza Santa Ana CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE, THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLI CY PROVISIONS. AUTHORIZED REPRESENTATIVE Michael Christian @ 1988-2015 ACORD CORPORATION, All rights !reserved.. ACORD 25 (2016103) The ACO'RD name and logo are registered marks of ACORD 3613 2BG7 i 17-1N CA GL-IiNOA,-.PL I aherty Young 11 7/25/201.7 8; 16:25 ANI t4'DT1 I Page: 1 of 1P 72GBAAC2429 BUSINESS LIABILITY COVERAGE FORM 2. Applicable ToMedical Expenses Coverage VVewill not pay expenses for ~bodi|yinjury"� a. Any Insured Toany insured, except "volunteer workeca" b. Hired Person Tnaperson hired todowork for oronbehalf ofany insured orotenant ofany insured. c. Injury OmNormally O�oCupiodPremises To a person injured on that port of premises you mmm or rent that the person normally occupies. d. Workers' Compensation And Similar Lomm To a persmm, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable ormust be provided under a workers' compensation or disability benefits law ora similar law, m. Athletics Activities To u person injured while pnaotionQ, instructing or participating in any physical exercises or Qames, sports or athletic contests. t Prod ucts-CompletedOperations Hazard Included with the ''products-comp|eted operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. Ifyou are designated hnthe Declarations as: m. An imdivicluaU, you and your spouse are lmnunmda, but omiy with respect to the conduct ofabusiness ofwhich you are the sole owner. K A partnership or joint ventune, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect tothe conduct cfyour business, u. A limited liability company, you are an insured. Your members are also insureds, but only with respect hothe conduct ofyour business. Your managers are insureds, but only with respect to their duties as your managers. ul An organization other than o pmrtnership, joint venture orlimited liability company, you are an insured. Your "executive officers" and directors are |nouredm, but only with respect to their duties asyour officers or directors, Your stockholders are a�soinsureds. but only with respect to (heir liability as stockholders. Page 1Onf24 e. Atrust, you are aminsured, Your trustees are also insuredo, but only with respect to their duties aetrustees. 2. Each ofthe following imalso aninsured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties reiatedtothe conduct of your business, oryour "emp�oyeeo^. other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) oryour managers (if you are e limited liability company), but only for acts within the scope of their ennpUoyment by you or while performing duties related to the conduct ofyour business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are apartnership or joint xmmtunu), to your members (if you one m limited liability oonmpany), or to a co -"employee" while in the course of his or her employment or performing duties related to the oondunf of your business, or to your other ,.volunteer workers" xvhOe performing duties related to the conduct ofyour 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 heafth care services. If you are not in the business of providing professional health care aemioea. Paragraph (d) does not apply to any nume, emergency medical technician or paramedic employed by you toprovide such services, (2) "Property damage" tpproperty: Form SS 00 08 04 05 (b) Rented to, inthe care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your ''emp|oyeee"."volunteer wmrkera'", any partner or member (if you are a partnership or joint wenture), or any member (if you are limited liability company). b. Real Estate Manager Any person (other than your "emp|oyee"or ,'volunteer vvnrker'), or any organization vvhHeacting moyour real estate manager. u. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, bu1oniy: (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 |fYou Die Your legal representative if you 6e, but only with respect to duties as such. That representative will have all your rights and duties Linder this insurance. e. Unramed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you ovvm o finmno�m| interest of more than 5094 of the voting stock on the effective date ufthis Coverage Part. The insurance afforded herein for any subsidiary riot shown in the Declarations an m named insured does not apply to injury ordamage with respect Vzwhich 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 firnits of insurance, 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than m pertnerahip, joint venture or fimited Habi|ity company, and over which you maintain financial interest ofmore than 509& of the voting stook, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage undertNo provision is afforded only until the 180th day after you acquire or form the organization or the and of the policy period, whichever is earlier; and Form SSO8O8V4O5 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this prova�on does not apply to: (1) "Bodily bnjury" or "property damage" that occurred; m (2) "pemomm| and advertising injury" arising out ofenoffense committed before you acquired or formed the organization. 4. Operator OfMobile Equipment Wfth respect Vz"mobile equipment' nagotered�n your name under any motor vehicle registration law, any person is an insured while dhvimg such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also aninsured, but only with respect toliability arising out ofthe operation ofthe equipment, and only ifnoother insurance ofany kind iaewaiimb|e tuthat person ororganization for this liability. However, noperson ororganization ioaminsured with respect to: a. "Bodily injury" to m 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 mrthe employer ofany person who, ia an insured under this provision. 5. Operator of Vlatnrcnsft With respect towatercraft you do not own that is less than 51 h:e1 long and in not being used tocarry persons for acharge, any person iaen insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an inuured, but only with respect to liability arising out ufthe 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 mwrittam Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or pofitioo| inspections, acHuotments, testa or eubdiviuion, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally po|ioy, provided the injury ordamage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection ogreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additionoU products; insured under this provision only for that AD Dem onm1c*don. inataNation, period of time required by the contnaot, servicing or repair openohomn, agreement orpermit. except such operations performed However, nosuch person orPrganizaboninan ' �t the vendor's premises in connection with the sale of the additional insured under this provision if such � parson or organizet�on is included c[uded oa �n additional insured by an endorsement issued (Q) Products whioh, after distribution by um and made o 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 o/ingredient ofany mddftione| insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor; or e. Vendors (M) "Bodily irjury" or "property Any pereombWororgan�aUon�)(��madto damage" arising out of the sole negligence of the vendor for its below as vendu¢ but only with respect to own eutuoronoisaioms or�hooewf "bodily injury" or "property damage" arising 'your its employees or anyone else out of products" which are distributed aotingon its behalf. Ho�ever, this or sold inthe �Qu|arooumeofthe vendo�o exclusion does | to: ' ----� ---�—' ' appy bue�neae and only if this Coverage Part provides coverage for "bodily iniury~ or (i) The exceptions contained in property damage" included vvitNn tb? Subparagraphs (d)rr(M;or products -completed operations hezard" (ii) Such inspections, adjustments, (f) The insurance afforded to the vendor tests or servicing anthe vendor is subject to the following addit�unaX has agreed tomake ornormally exclusions.- undertakes homake inthe usual This insurance does not apply to� � course of business, in connection with the distribution (a) "Bodily injury" or "property orsale ofthe products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such producto liability in a contract oragreement. or any ingredient, part nr container, This exclusion does not apply to entering into, accompanying o' liability for damages that the containing such products. vendor would have in the absence ofthe contract mragreement; b. Lessors OfEquipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (o) Any physical or chemical change with respect to their liability for "bodily "property in the product made intentionally injury", damage" or ..persona| and advertising irjury^ bythe vendoc ' ceuaed, in whole or in pert, by your (d) RepmckagimQ, except when mma�nhenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, &yating, person or organization. or the substitution of parts under instructions from the mmonufacturmr, and then repackaged in the original container; Page 12of24 Form SGOOU8V405 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) (1) Any otohm or political subdivision, but "occurrence" which takes p�*oe after with respect �o operationsyouoeasetoUeaoethetequipment' � performed byyou oronyour behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued opermit. whom you lease land or premises, but (2) With respect tothe insurance nffpndmd only with respect to liability arising mut to these additional imuunede, this of the mwneruhip, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily in]ury". "property damage" leased toyou, or "personal and edv*r0nimA (2) With respect to the insurance afforded injury' arising out of operations to these additional inmureds, this performed for the state or insurance does not eppiyto: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or"property damage" place after you cease tolease that included within the "Products - land or he m tenant in that completed operations hmzmnd" premises; or t Any Other Party (b) 5tmduny| alterations, new (1) Any other person ororgmnizatinnm/hu construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. mbove, but only with bmhmif of such person or respect to liability for "bodi/y injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" moumed, 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 eotm or omissions of those acting injury'. "ptzpedy damage/' or "psnomma| onyour behalf: and advertising injmry^ caused, in whole (a) In the performance of your or in part, byyour acts or omissions or ongoing operations; the acts oromissions ofthose acting on �h) In connection with your premises your behalf: owned byorrented toyou; or (a) In connection with your premiaeo� ' (u) |nconnection with "your work" and or included within the "products - (b) |n the performance of your completed operations hazmnj'",but ongoing operations performed by only if you mronyour behalf. (|) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional inmunedu, the provide such coverage to following additional exclusion upp|ieo: such additional insured; and This insurance does not apply to (0) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or 1`9mnmnm| and advertising injury" .'property damage" included arising out of the rendering of or the within the .'products - failure to render any professional completed operations hmzard° services byurfor you, including: (2) With respect tothe insurance afforded (a) The preparing, appmving, or to these additional inmwneda, this failure to prepare or approve, insurance does not apply to: mapo, shop drawings, opinions, "Bodily injury~, "property damage" o/ reports, munxeya, field mrd*m. °pmmnna| and advertising injury" change urdeno, designs or arising out ofthe rendering of, or the drawings and epeoificotione�or failure to remder, any professional (b) Supen/immry, inopechon, apchitootuna|, engineering or surveying architectural or engineering oemimmm, including: activities. Form GSnPQ8O4 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparng, approving, or THm General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises mopm, shop dmawimge, opiniona, while nmmtmd to you or temporarily repons, aumeya, field ordern, occupied by you with permission of the change ordem, designs or mwner, arising out of fire. |ightm�ng or drawings and specifications; or explosion, (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b mbmve, whichever activities. app8iea, the most we will pay for the mum of all The finnfta of insurance that apply 1m additional damages because of all "bodi�y injury^, insureds are described in Section O.—Limito "pmopedy damage" and medical expenses [f|nsunamoe. mha�nQ out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance ioavailable to an additional insured the Declarations. is described in the Other Insurance Condition The most we wi|] pay for all medical expenses in Section E. —Liabi|ityAmd Medical Expenses because of "bodily ir@wry^ sustained by any General Conditions. one person in the Medical Expenses Limit No person or or0an�zation is an insured with shown inthe Declarations, respect to the conduct of any uuman1 or past 4. Personal And Advertising Injury Limit partnership, ]mint venture or limited liability Subject to, %.b. above, the most wewill pay for company that ia not shown as a Named Insured in the sum of afl damages because of all the 8eu�unationu . .'personal end advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person ororganization �sthe Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most VVeWill Pay 5. Damage ToPromises Rented TmYou Limit The Limits of Insurance shown in the Declarations and the rules below �xthe most The Damage To Premises Rented To You xvev�"!pay rsgaz�esoofthe nmm�Oru� Limiti�th�"�nytwe»�Upeyunder�unin�ny LiabflNy Coverage for damages because of a. Insureds; .property damage" hzany one premises, while U. Claims made or''suits^brought�or rented toyou, orinthe case ofdamage byfire, c. Persons or organizations making claims or lightning or exp|oeion, while rented to you or bringing "euito" temporarily occupied byyou with pemnino�onof 2. Aggregate Limits the owner. The most xvewill pay for: In the cane of damage by fima. lightning or explosion, the Damage toPremises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately ''property damage'^ �inc|uded in the caused by the same event, whether such ''produots-cmmnp|e1mdoperations hazard" is damage results from fire, lightning orexplosion the Products -Completed Operations orany oonmb�naMonofthese. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations, b. Damages because of all other "bodily The most we w|| pay on behalf ofa person or injury", "property damage" or "personal organization who is an additional insured and edvertis�ng in]ury^, including medical under this Coverage Part imthe lesser ot expenses, iathe General Aggregate Limit a. The limits of insurance specified in a shown imthe Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political oeparate�y to each of your '1ooatiena'' �ubdivi��on�m� ' owned byorrented toyou. b. The Limits of Insurance shown in the . °Lnomtiom' means premises imvo�vin8 the Declarations. . same or connecting lots, or premises Such amount shall be o part of and not in whose connection ieinterrupted only &ya addition to the Limits of Insurance shown in atnoed, roadway or right-of-way of a the Declarations and described imthis Section. Page 14of24 Form S808DBV4V5 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately mamd us oop�em of any policy and any endorsements attached thereto demands' moUoea, summonses or applies to any claim or "suit", the most we will pay Uega| papers received in cnmneuflon ,under this policy and the endorsements is the with the claim or^smft'; 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 tothe yWedioa|Expenses � (3) Cooperate mtewi(husimtheinventigmt�on' You or any additional insured must see to it that we are noti�oJ as sec.` ��m settlement of the u|airn or defense The Um�ts of Insurance of this Coverage part apply against the ~suit'; and separately toeach consecutive annual period and to (4) Ass�st us` upon our request, in the any remaining period mfless than 12 months, starting enforcementof any right against any with the beginning ofthe policy period shown inthe person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for anadditional period ofless than 12 or dmrneQe to which this insurance months. In that case, UAo additional �ahud vvQ be may also apply. deemed part ofthe last preceding period for purposes ofd�ermimin0theLimibaof|neumsnoe� d. Obligations At The !mmumed's Own Cost E. E������|L|��� ���D KQ�[�l{���L �����W��� Noineuredvv||| enoeptm1tha�inmurod'muwn ' or damage arising out of the oost, voluntarily make o payment, assume GENERAL CONDITIONS any obligation, orincur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of m` Additional |nmur*d's Other Insurance the inmumed'e estate will not relieve us of our If we cover o 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 insumed, such additional insured a. Notice Of Occurrence Or Offense u7 must submit such aim or "suit" to the otherineunerfordefenmeam�indemnih/� You or any additional insured must see to it that we are noti�oJ as sec.` ��m Ho��Ver.�hin pr�/iyi�� donannf�pp|yhz practicable of an °000umanoe. or an the extent that you have agreed in m o�ffensewhioh may result in a claim. To written contraot, moiMem agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the od6dona| (1) How, when and where the "nnoummnce' insunsd'sown insurance. oroffense took p|moe� f. Knowledge OfAnOccurrence, Offense, (2) The names and addresses of any Claim OrSuit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", of�mnm claim or "suit" is . ` ° 000unenoe" or offense. knownto� b' �o�o���(|aim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you o/any additional (2) Any partner, if you or an additional insured must: insured iaapartnership; (1) Immediately record the specifics ofthe (3) Any nnanager, if you or an additional claim or ^auit" and the date received; insured is limited liability company; and (4) Any "executive officer" or insurance (2) Notify uaessoon aspracticable. manager, if you or an additional You or any oddifiona| insured must see to insured iomcorporation; it that we receive e written notice of the (5) Any trustee, if you or an ad6t|oma| claim or"mui1',ansoon mepracticable. insured ieetrust; or c. Assistance And Cooperation Of The (S) Any elected or appointed official, if you Insured or an addtiomo| insured is o poHfioa| You and any other involved insured must: subdivision orpublic enfity, Form SSnQO0O405 Page 1Suf24 BUSINESS LIABILITY COVERAGE FORM TNs Paragraph t applies separately to you and any additional insured, 8. Financial Responsibility Laws a. When this policy is certified as proof of hmmmoia| responsibility for the future under the provisions of any motor vehiokm financial responsibility |avv, 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 bythat law, b. With respect to "mobile o4Opooent^ to which this insurance applies, we aiU prov�de any liability. uninsured motorista, underinsured mobohsto, 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 on organization has a right under this Coverage Form: a. Tojomus aaaparty orotherwise bring oo into a ^am[t^ asking for damages from an insured-, or b` To sue um on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue usto recover on an agreed settlement or on a final judgment against an insured; but wowill not be liable for damages that are not payable under the terms of this insurance orthat are in excess of the appliomNe limit of insurance. An agreed settlement means a settlement and release of liability signed by ua, the insured and the claimant orthe claimant's legal representative. 5. Separation OfInsureds Except with respect to the Lhnfts of Insurance, and any rights or duties specifically assigned in this policy to the first Named |mmum*d, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom aclaim iumade or~yuit'iabrought. G. Representations a. When, You Accept This Policy Byaccepting this policy, you aAree� (1) The statements in the Doc�arabons are accurate and uomp��� (2) Those statements are based upon representations you made bous; and Page 16mf24 (3) VVahave issued this policy in meflmnoe upon your representations, b. Unintentional Failure To Disclose Hazards |funintentionally you should fail tudisclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we aho|| not deny any coverage under this Coverage part because ofsuch failure. 7. Other Insurance If other valid and collectible insurance is available for e |nsm we cover under this Coverage Pmrt, our obligations are limited as a. Primary Insurance This insurance is primary except when t^ below applies. If other insurance is also primary, we will share with all that other insurance by the method described in o. b. Excess Insurance This insurance is excess over any of the other inaunynoe, whether primary, excess, contingent oronany other basis: (1) Your Work That in Fire, Extended Coverage, Builder's Risk, |nstmKmtimn Risk or similar coverage for "your mm��; C8 Premises Rented ToYou That is fire, |i8htnin8 or explosion insurance for premises rented to you or temporarily occupied by you with permission ofthe owner; (3) Tenant Liability That is insurance purchased byyou to cover your liability as e tenant for "property damage" hnpremises nmnhad to you or temporarily occupied by you with permission ofthe owner; (4) Aircraft, Auto OrWatercraft ifthe loss arises out ofthe maintenance o/use mfaircraft, "autoa^urwatercraft bo the extent not subject to Exclusion g. of SeotionA.—CovereQes, (5) Property Damage To Borrowed Equipment OrUse Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages, Form ES0VV8g405 KD When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering |iebiU0y for damages arising out of the premises or operations, orproducts and completed openat|ona, for which you have been added an an additional insured by that insurance; or (7) When You Add Others As An Additional |nammud To This Insurance That is other Insurance eveibabletomn additional insured. However, the following provisions apply to other insurance available to any person nrorganization who ia an additional insured under this Coverage Part: (a) Primary [msunamoo When Required By Contract This insurance in prImmry if you have agreed in awritten contract, written agreement or permit that this insurance be primary. If other insurance is also primmery, we will sharavvith all that other insurance by the method described in o. below. (b) Primary And Non -Contributory To Other |nmmromoe When Required By Contract If you have agreed in a written oontreot, written agreement or permit that this insurance is primary and non-contributory with the additional inmurod'o own insurance, this insurance is primary and we will not seek contribution from that other insurance, Paragraphs (e) and (b) do not apply to other insurance tuwhich 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 egm�natany "eub"ifany other insurer has a duty to defend the insured against that "s0' If no other insurer defends, we will undertake to do so, but we will be emtit|ed to the inoured'm rights against all those other insurers. Form SSO0VV04V5 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 |oao in the absence c#this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. VVewill share the remaining loss, ifany, 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 cfthis Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by mqmm| ahanas, wewill follow this method also. Under this appmach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the k»mm rema|no. whichever comes first, If any ofthe other insurance does not permit contribution by equal ahmrmm, we will contribute bylimits. Under this method, each ins'^r,�r's applicable limit of insurance to the total applicable limits mfinsurance ofall insurers. Transfer Of Rights Of Recovery Against Others ToUs e. Transfer OfRights 8fRecovery If the insured has rights to recover all or port of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to um. The insured must dm nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help um enforce them. This condition does not apply to, Medical Expenses Coverage. b. Waiver OfRights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for eH or part ofany payment, including Supplementary Payments, we have made under this Coverage Part, me also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURE[} O. Additional Insured - Grantor OfFranchise COVERAGES WHO |BANINSURED under Section C.ia |flisted orshown esapplicable inthe Declarations, emended to include as an mddifiona| insured one or more of the following Optional Additional the person(s) ororganizadon(o) shown in the |naumdCoverages also apply. VVhenany ofthese Declarations' am an Additional Insured Optional Additional Insured Coverages apply, Bnenho, Of Franchise, but only with respect to Paragraph 8.(Additional Insureds When Required their liability aograntor offranchise toyou. by Written Contraut. Written Agreement orPermit) 4. Additional Insured - Lessor Of Leased of Section C.. Who Is An |nmored, does not apply Equipment to the person or organization shown in the u. WHO |8ANINSURED under Section C.ia Declarations. These coverages are subject tothe amended to include as an addifione| terms and conditions applicable to Business insured the person(s) or organization(s) Liob0ity Coverage in this po|iny, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Lmmmmd Equipmont, 1. Additional Insured - Designated Person Or but only with respect to ]iabi|ity for "bodily Organization injury", "property damage" or "personal VVHD 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) o[orQon|zetion(a)shown in the use of equipment leased to you by such Deo|aratiunm, but only with respect to liability Per»o»(s)ororganization (m) for "bodily irjury". "property damage" or b. With respect tmthe insurance afforded bo '.personal and advertising injury^ oeuoed, in these additional insureds, this insurance whole or in pmrt, byyour acts or omissions or does not apply to any "occurrence" which the ads or onniuuimno of those acting on your takes p|eom after you cease to lease that beha�f: equipment. a. In the performance of your ongu�mg 5. Additional Insured - Owners Or Other operations; or Interests From VVhmrn Land Has Been 1b. In connectionmith your premises owned Leased by or rented to you. a. VVHD IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(n) or organization(s) shown imthe DeoionadnnaasonAdditional a' WHO IS AN INSURED under Section C' is Insured —{Jvvners Or Other Interests From amended to include aaanadditional insured Whom Lend Has Been Leomed, but only the person(s) ororgenizedon(m) shown in the with respect to liability arising out of the Ooo|eredonm as an Additional Insured - ownership, maintenance oruse ofthat part Designated Person OrOrgenizatiom�but only ofthe land leased boyou and shown inthe with respect to liability arising out ofthe Declarations. ownership, maintenance uruse ofthat part uf �hwprenmiaeeUa�oed�nyoumnde�owninthe b. With respect tothe insurance afforded to Declarations.these additional ioeunede, the foUovv�ng additional exclusions apply: b. With respect to the insurance afforded to these addifionm| inourede, 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 tolease that land; or (1) Any "occurrence" which takes place (2) Structural a|temtions, new after you cease to be mtenant in that construction or demolition operations premises; or Performed by or on behalf of such person or organization. (2) Structural m|teratimna, new or demoUhion operations 8 Additional Insured - Stat* Or Politicalconstruction ' performed by or on behalf of such Subdivision — Permits person mrorgmm�zetion. a. VVHD IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown inthe Declarations enonAdditional Page 10of24 Form SSO08804O5 BUSINESS LIABILITY COVERAGE FORM Insured —State Or Political Subdivision - (e) Any failure to make such Pennhm, but only with respect to inspections, adjustments, tests or operations performed by you or on your aem�cing aathe vendor has agreed behalf for which the state o/ po|idoo| to make ornormally undertakes to uubdivin�on has issued e permit. make in the usual course of b. With respect to the insurance afforded to buoimese, in connection with the theme additional inouredm, the following distribution nrsale ofthe products; edd�dona| exclusions apply: ND Demonstration, instaUafinn^ This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or atthe vendor's pnomi�oa in "pm�nna| and advertising injury" with the ma|a of the arising out of operations performed for product;the state ormun�oipaUty;or Products which, after distribution (g) (2) "Bodily injury" or "property damage" or sale by you. have been labeled included in the "pmduo�oomp�t d or relabeled or used as a operations" ha��r6� container, part oringredient ofany 7. Additional Insured —Vendors other th�mgorsubstance bymrfor a. VVHQ IS AN INSURED under Section C. is the vendor; or amended to include as an mddi@nno| (h) "'Bodily injury" or "property insured the person(s) or organizmfion(o) deroa0e" arising out of the uo|o (referred to below aevendor) shown in the negligence of the vendor for its Declarations as an Additional Insured own eote 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 diatdbu1ed or exclusion dmoa not apply to: sold in the regular omumm of the vendor's (i) The exceptions contained in business and only if this Coverage pert Subparagraphs (d)or(fl;or » provides coverage for ^hodi|y or, "property damage" included wthim the (ii) Such inspections, '`produots-oomp|etedoperations hazand^ adjustments, tests mrservicing �s the vendor has �gmmmd to b The insurance afforded to the vendor is ' make or normally undertakesmubjecttothefoUowingadditiona|euc[ua�ono: tomake inthe usual course of (1) This insurance does not apply to: bueineae, in connection with (o) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) TMs insurance does not apply to any veommn of the assumption of insured person or organization from |iabUity in m contract oragreement. whom you have acquired such This exclusion does not apply to produda, or any inAnadient, pert or liability for damages that the container, entering into, vendorwmuM have in the absence accompanying or containing such ofthe contract oragreement; products. (b) Any express warranty 8. Additional Insured —Controlling Interest unauthorized byyou; VVHD IS AM 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 bythe vendor; Declarations as an Additional Insured — (d) RepankaAing, unkeom unpacked Controlling |ntoreot, but only with respect to yo|ooy for the purpose of inspection, their UabiRy arising out of: domonabaUon, temUng, or the a. Their financial control ofyou; or substitution of ports under b, pnomieen they nmm, maintain or control instructions from the memufaotunar, while you lease oroccupy these premises. and then repackaged in the original Form SSDOO8&4VS Page 1gof24 BUSINESS LIABILITY COVERAGE FORM Ths insurance does not apply to otrmotuxs| The limits of insurance that apply to additional aNeradona, new construction and demolition insureds are described in Section D. — Limits Of operations performed by orfor that person or Insurance. organization, How this insurance applies when other insurance 8. Additional Insured — Owners, Lessees Or imavailable toanadditional insured isdescribed in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General e. WHO |GANINSURED under Section C'is Conditions. amended to include an on additional G. LIABILITY AND ME[)ICA[ EXPENSES insured' the person(s) or organization(s) DEFINITIONS shown in the Declarations as anAdditiono� |nsuned—Owner. Lessees OrContractors, 1. "\4dvertinenment~means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury^, "property damage" or "personal has the purpose Vfinducing the sale ofgoods, and mdved�ninQ injury" oaos*d, in whole or products orservices thmugh� in part, by your acts or omissions or the e. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (%) Billboard; (1) In the performance of your mmQoing`' Magazine; operations for the additional insured(e);nr (5) Newspaper; (�) |n connection with "your mmrN` � The �n�m� but only that part ofa web ' performed for that additional insured site that is about goods, products or and included within the "products- oomioeu for the purposes of inducing the oomp�eted operations hezard", but sale ofgoods, products orservices; or only if this Coverage Pert provides o. Any other publication that is given coverage for "bodily injury" or widespread public distribution. .,property domaQe^' included within the However, "mdv*rtimmment'does not include: - "pro ducta-zomp|etad operations m. The d*aign, printed material, information hazard". or images contained in, on or upon the b` With respect tothe insurance afforded to packaging or labeling of any goods or these additional inaureda, this insurance products; or does not apply tm "bodily injury", "property b An interactive conversation between or damage" or "personal an advertising' , injury arising out of the rendering of. or emmongpensonodhroughaoompubermehwork � the failure to render, any professional 2. "Advertising idea" means any idem for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or 1) The pnepmhng, approving, or failure to threat of exposure to the actual or alleged prepare or epprove, maps, shop properties of asbestos and includes the mere drawings, opiniums, reports, umrvmym. presence o/asbestos inany form, field orders, change orders, designs or 4. "Auto" means o land motor vehio|e, trailer or drawings and specifications; or semi -trailer designed for travel on public 2) Supemimory, innpeotion, architectural made, including any attached machinery or orengineering activities. equipment. But "auto" does not include 10. Additional Insured — Co -Owner Of Insured equipment". ''mobile eq ' Premises 5. "Bodily irVury^'means physical: WHO IS AN INSURED under 3audon C. is a. Injury; amended to include as an addifiona| insured b. Sickness; or the person(s) orOrganizetion(s) shown in the o. Disease Declarations as an Additional Insured — Co - Owner Of |mounmd Premises, but only with sustained by o person and, if arising out of the respect to their liability as co-owner of the above, mental anguish ordeath atany time, premises shown inthe Declarations. G. "Coverage territory" means: Page 2Bof24 Form SSV0O804U5