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HomeMy WebLinkAbout08 - CC-8 - Extension of Existing Professional Agree - 9/6/2016CITY COUNCIL AGENDA REPORT MEETING DATE: SEPTEMBER 6, 2016 ITEM NUMBER: CC -8 SUBJECT: EXTENSION OF EXISTING PROFESSIONAL SERVICES AGREEMENT WITH MANAGEMENT PARTNERS FOR DEVELOPMENT -RELATED CONSULTING SERVICES AND INTERIM MANAGEMENT ASSISTANCE DATE: AUGUST 19, 2016 FROM: OFFICE OF THE CHIEF EXECUTIVE OFFICER PRESENTATION BY: THOMAS R. HATCH, CHIEF EXECUTIVE OFFICER FOR FURTHER INFORMATION CONTACT: ASHLEY M. GARCIA AT (714) 754-5249 RECOMMENDATION: 1. City Council approve Amendment One to the existing Professional Services Agreement (Attachment 2) with Management Partners Inc. to perform consulting services and interim management assistance on an hourly basis in an additional amount not to exceed $200,000 and extend the term of the agreement through December 30, 2017. 2. Authorize the Chief Executive Officer and City Clerk to execute the amendment; and 3. Authorize the Chief Executive Officer and City Clerk to accept and execute future amendments to the agreement. BACKGROUND: In June 2016, the City entered into a Professional Services Agreement (PSA) with Management Partners Inc. to retain Mr. Jay Trevino, Special Advisor with Management Partners to provide consulting management assistance for development -related projects. In July 2016, Assistant Development Services Director, Claire Flynn, left employment from the City and Mr. Trevino has subsequently carried out the duties of the vacant position in addition to his project management assistance. Extending the PSA will allow the City to address the workload in the Development Services Department while searching for a permanent replacement for the Assistant Development Services Director position. Going forward, Mr. Trevino will formally take on the interim assignment in Development Services and assist with process improvement. He will focus his role and provide expertise in all aspects of planning and development services, policy development and organizational leadership to augment management capacity in the Development Services Department. ANALYSIS: Increasing the existing PSA will allow Management Partners and Mr. Trevino to continue to provide the City with the necessary managerial experience to complete the above mentioned tasks. 1 ALTERNATIVES CONSIDERED: An alternate consideration would be to not continue this consultant assistance. The responsibilities listed above and all other duties originally assigned to the consultant will be allocated to existing staff for completion. Given the high volume workload of existing staff, this is not a preferred alternative. FISCAL REVIEW: Mr. Trevino is currently providing on average, 28 hours per week as a management consultant. It is recommended that he maintains the same average hours per week at the hourly rate of $137.00 proposed by Management Partners. At this work level, the amendment will provide funding for an additional year. Funding for this agreement is to come from salary savings from the current vacant position. LEGAL REVIEW: The City Attorney's Office has reviewed the attached PSA and approved it as to form. CONCLUSION: Staff requests that the City Council approve the attached Amendment Number One to the existing Professional Services Agreement (Attachment 2) with Management Partners Inc., and authorize the Chief Executive Officer and City Clerk to execute the agreement. Staff also requests City Council's authorization for the Chief Executive Officer to augment the scope of work as necessary and execute future amendments to the agreement. ASHLEY M. GARCIA Management Analyst THOMAS R. HATCH Chief Executive Officer THOMAS DUARTE STEPHEN DUNIVENT City Attorney Interim Finance Director ATTACHMENTS: 1 Professional Services Agreement with Management Partners Incorporated for Development -Related Project Management Assistance 2 Amendment Number One to Professional Services Agreement with Management Partners, Inc. 2 ATTACHMENT 1 CITY OF COSTA MESA PROFESSIONAL SERVICES AGREEMENT WITH MANAGEMENT PARTNERS, INC. THIS AGREEMENT is made and entered into this..'L. �clayArp 2016 ("Effective Date"), by and between the CITY OF COSTA MESA, a municipaltion ("City"), and MANAGEMENT PARTNERS, INC., an Ohio corporation ("Consultant"). WITNESSETH: A. WHEREAS, City proposes to utilize the services of Consultant as an independent contractor to provide assistance to the Development Services Department, as more fully described herein; and B. WHEREAS, Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, City and Consultant desire to contract for the specific services described in Exhibit "A" (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and D. WHEREAS, no official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. Consultant shall provide the professional services described in Consultant's proposal attached hereto as Exhibit "A" and incorporated herein by this reference. 1.2. Professional Practices, All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. 1.3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the complete satisfaction of the City and within the hereinafter specified. Evaluations of the work will be done by the City's Chief Executive Officer ("City CEO") or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to; (a) Meet with Consultant to review the quality of the work and resolve the matters of concern; MANAGEMENT PARTNERS, INC. (b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or (c) Terminate the Agreement as hereinafter set forth. 1.4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; -fair employment and employment practices; workers' _-compensation _insurance _ and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Consultant's performance under this Agreement. 1.5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code. 1.6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor(s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant's sole cost and expense. 1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Consultant shall be paid in accordance with the fees set forth in Exhibit A. Consultant's total compensation shall not exceed Forty -Nine Thousand Dollars ($49,000.00). 2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in the Consultant's Proposal unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, 2 MANAGEMENT PARTNERS, INC. approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail, the services performed, the date of performance, and the _—_associated time--for-completion.- Any additional -services -approved -and -performed -pursuant -to --- this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. 2.4. Records and Audits. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times for a period of three (3) years after termination of this Agreement. 3.0. TIME OF PERFORMANCE 3.1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement. 3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. 4.0. TERM AND TERMINATION 4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of six months, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties. 4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing written notice to Consultant. The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City. 4.3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents pertaining to the services contemplated herein whether delivered to the 3 MANAGEMENT PARTNERS, INC. City or in the possession of the Consultant. 4.4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense -to Consultant. 5.0. INSURANCE 5.1. Minimum Scope and Limits of Insurance. Consultant shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company admitted to do business in California, rated "A," Class X, or better in the most recent Best's Key Insurance Rating Guide, and approved by City: (a) Commercial general liability, including premises -operations, products/completed operations, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or shall be twice the required occurrence limit. (b) Business automobile liability for owned vehicles, hired, and non -owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence for bodily injury and property damage. (c) Workers' compensation insurance as required by the State of California. Consultant agrees to waive, and to obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its officers, agents, employees, and volunteers arising from work performed by Consultant for the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. (d) Professional errors and omissions ("E&O") liability insurance with policy limits of not less than One Million Dollars ($1,000,000.00), combined single limits, per occurrence and aggregate. Architects' and engineers' coverage shall be endorsed to include contractual liability. If the policy is written as a "claims made" policy, the retro date shall be prior to the start of the contract work. Consultant shall obtain and maintain, said E&O liability insurance during the life of this Agreement and for three years after completion of the work hereunder. 5.2. Endorsements. The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions: 4 MANAGEMENT PARTNERS, INC. i (a) Additional insureds: "The City of Costa Mesa and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Consultant pursuant to its contract with the City; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; automobiles owned, leased, hired, or borrowed by the Consultant." (b) Notice: "Said policy shall not terminate, be suspended, or voided, nor shall_ it be cancelled, nor the -coverage or limits reduced,-until_th_irty_(30)_ days after written notice is given to City. (c) Other insurance: "The Consultant's insurance coverage shall be primary insurance as respects the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of Costa Mesa shall be excess and not contributing with the insurance provided by this policy." (d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Costa Mesa, its officers, officials, agents, employees, and volunteers. (e) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. No policy of insurance issued as to which the City is an additional insured shall contain a provision which requires that no insured except the named insured can satisfy any such deductible or self-insured retention. 5.4. Certificates of Insurance. Consultant shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The certificates of insurance shall be attached hereto as Exhibit "B" and incorporated herein by this reference. 5.5. Non -limiting. Nothing in this Section shall be construed as limiting in any way, the indemnification provision contained in this Agreement, or the extent to which Consultant may be held responsible for payments of damages to persons or property. 6.0. GENERAL PROVISIONS 6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including exhibits to this Agreement. MANAGEMENT PARTNERS, INC. 6.2. Representatives. The City CEO or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement. Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement. 6.3. Proiect Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement. Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City. 6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail. IF TO CONSULTANT: Management Partners, Inc. 1730 Madison Road Cincinnati, Ohio 45206 Tel: (949) 222-1082 Fax: (408) 453-6191 Attn: Gerald E. Newfarmer, President and CEO IF TO CITY: City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 Tel: (714) 754-5328 Fax: (714) 754-5330 Attn: Chief Executive Officer 6.5. Drug-free Workplace Policy. Consultant shall provide a drug-free workplace by complying with all provisions set forth in City's Council Policy 100-5, attached hereto as Exhibit "C" and incorporated herein by reference. Consultant's failure to conform to the requirements set forth in Council Policy 100-5 shall constitute a material breach of this Agreement and shall be cause for immediate termination of this Agreement by City. 6.6. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. 6.7. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California. MANAGEMENT PARTNERS, INC. 6.8. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant's interest in this Agreement without City's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of City's consent, no subletting or assignment shall release Consultant of Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement. 6.9._ Indemnification and_Hold_Harmless. Consultant agrees -to __defend,_indemnify, _ hold free and harmless the City, its elected officials, officers, agents and employees, at Consultant's sole expense, from and against any and all claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of the Consultant, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents and employees based upon the work performed by the Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not the Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, the Consultant shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant's Proposal, which shall be of no force and effect. 6.10. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employees of City. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this paragraph. 6.11. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant 7 MANAGEMENT PARTNERS, INC. shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but -not limited to eligibility to enroll _in -PERS _as -an _employee -of City and -entitlement to - - any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits. 6.12. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require. 6.13. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other -projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City. 6.14. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 6250 et seq.). Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254.7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court. 6.15. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or MANAGEMENT PARTNERS, INC. subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute. 6.16. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, then Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matterto thesolesatisfaction-of -City -and to -participate -in-any meeting required with regard___ to the correction. 6.17. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect. 6.18. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced. 6.19. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein. 6.20. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 6.21. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 6.22. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 6.23. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement. 6.24. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right MANAGEMENT PARTNERS, INC. or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver. 6.25. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction --shall- be binding,-then--both-parties-agree to substitute -such provision(s) through -good faith negotiations. 6.26. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 6.27. Corporate Authority. The persons 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 doing so the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written. CITY OF COSTA MESA, A municipal corporation CONSULTANT e Signature PIV-.; , Name and Title '4t- IKvPIC It Social Security or Taxpayer ID Number ATTEST: n ss n'nIXM� qn^q } 3 City Clerk `�"•oa^ �° Date: Date: (0'u. —I t_ 10 MANAGEMENT PARTNERS, INC. APPROVED A T // 4 Date: b City Attorn y APPROVED AS TO INSURANCE:_ t 4 wa� Date: %Z//� Rim agement �.RPROVED AS TO PURCHASING: v�!/j��Wyl Ii��1lAY� Date: Interim Finance Director 11 MANAGEMENT PARTNERS, INC. EXHIBIT A CONSULTANT'S PROPOSAL ��� , Partners x.z -"� June 15, 2016 - Mr, Tom Hatch Chief Executive Officer City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 Dear Mr. Hatch: Thank you for the opportunity to submit a proposal to provide consulting project management assistance to the City of Costa Mesa. We understand the City has need for assistance with development -related projects. Management Partners has the expertise and skills necessary to provide this assistance and we would be pleased to do so. About Management Partners As you may know, Management Partners was founded in 1994 with a specific mission to help local government leaders improve their service to the public We are a national consulting firm with offices in Costa Mesa and San Jose, California, and Cincinnati, Ohio. We have a well- established track record of helping public sector organizations throughout the United States, including all of the services provided by cities, counties, towns and special districts at the local level. During our more than 20 years of service, we have earned a national reputation by delivering quality, actionable work products to our clients. We bring extensive experience to this project, along with first-hand knowledge of local government operations. We are distinguished by the fact that each team we assign is led and staffed by associates who have actual experience in direct public service and experience working together as at team. The work we do is not an academic exercise; it is grounded in the real world of customer service and accomplishment in the public sector, As a result, we have a bias for producing value-added work for each client that will be actionable, and will be implemented. The firm is staffed with about 80 professionals who are experienced public service managers as well as qualified management consultants. This group includes generalists as well as subject - matter experts. Our consultants have years of experience working in all aspects of local government management and have built a track record of extraordinary quality service for our clients. 1730 MADISON ROAD • CINCINNATI, OH 45206 , 5138615400 • FAX 5188613480 MANAGEMENTPARTNERS.COM 2107 NORTH FIRST STREET, SUITE 470 • SAN JOSE, CAHr•ORNIA 95131 • 408 437 5400 • FAx 408 453 6191 3152 RED HILL AVENUE, SUITE 210 4 COSTA MESA, CALIFORNIA 92626 • 9492221082 • FAx4084536191 Mr. Tom Hatch Page Tlne firm has extensive experience helping improve both the efficiency and effectiveness of local government services. We have completed organizational staffing and improvement projects in virtually every type of local government service, including reviews of entire governments as well as selected studies of individual departments and functional activities. Management Partners' services include everything required to support a local government leader, elected or appointed. Our full range of services includes the following: • Organizational Analysis and Performance Audits —Also called efficiency studies and organizational reviews, identifies improvements to an operation's efficiency and effectiveness, • Performance Management — Encompasses a wide range of management tools that can be and often are developed independently of one another, including: performance management and measurement, process management, performance budgeting, employee performance evaluation and strategic and process benchmarking. • Process Improvement — Examines the processes by which customers are served, an important techrdque for developing a program for operations improvement, including process mapping. • Strategic and Business Plam-d ng —Can be an important tool for focusing the efforts of an organization and fostering communication between leaders, staff and important stakeholder groups. • Financial Planning, Budgeting and Analysis — Assists clients in analyzing them finances and planning for the effective and efficient use of taxpayer or customer dollars. • Organizational Development and Training — Helps clients develop organizational capacity, a key to developing high performance organizations. Services include executive coaching, customer service training, employee and customer surveys and conflict management workshops. • Sharing and Consolidation of Services — Offers a more efficient way to provide services, particularly on a regional basis. Options range from the complete .integration of previously separate jurisdictions to sharing or consolidating the management of Individually delivered services and operations. • Executive Recruitment — Identifies top candidates for chief executive officer positions and department director level jobs in local governments. We offer a balance of perspectives with a practitioner's bias and a proven track record of successful consulting engagements. This experience gives us a sensitivity that produces positive outcomes. Each of our projects is individually tailored to the unique needs of the client. We have a deep understanding of the service environment of local goverrmlent and we are proud to say that as a result of our quality work, many of our clients ask us to complete subsequent assignments, Mr. Tom Hatch Page 3 Understanding of Engagement The City of Costa Mesa has an ambitious development program and has need for additional capacity to assist the Development Services Department with complex programs and projects. The City anticipates needing two to three days a week of assistance for several months, although we understand these needs may change and we are prepared to respond accordingly. Consultants - Management Partners has -well-qualified consultants to assist the City of Costa Mesa. -We will- -- - - - - assign Jay Trevino, Special Advisor, as our lead consultant on this engagement His brief qualifications are provided below. Other Management Partners consultants will be available as needed, including economic and community development experts, financial experts, and management analysts. Our consultants work at the direction of Management Partners. Jan Perkins, Senior Partner, will provide direction on this engagement. We provide all insurance, training, office space, administrative support and equipment, and establish the manner and time of work to successfully complete the projects in this engagement. Our commitment is to provide high quality project assistance to the City of Costa Mesa. Jay Trevino, Special Advisor, spent more than 31 years in California local government service, serving four cities in various management roles and developing expertise in alt aspects of planning and development services, policy development and organizational leadership. He is skilled at building effective teams, strategic planning, managing for performance, community outreach and improving processes and management systems. His work has included leading community visioning efforts, creating a framework of development impact fees, integrating public transit as an economic development tool and developing programs to protect community assets and quality of life. As a consultant, Jay helps government leaders in process improvement, strategic planning, improving inter -departmental collaboration and using management systems to improve performance, He also provides interim management services to clients for special projects or to augment management capacity, Jay served as the executive director of the Planning and Building Agency for the City of Santa Ana until 2013, Earlier, he was the planning manager for the City of Santa Monica and the city planner for the City of Brea. Fee Proposal Management Partners will provide these consulting services on an hourly basis. During this engagement, the actual consultant hours will be reimbursed by the City. We will charge $137 per hour for Jay Trevirno's time, This is a reduced fee in consideration of the duration of the assignment. Other Management Partners consultants who provide assistance will be billed at their regular hourly rates ranging from $75 to $250, depending on the individual assigned to the project. Mr. Tom Hatch Page 4 We appreciate the opportunity to be of assistance to the City of Costa Mesa, Please feel free to contact either Jan Perkins (949-202-8870) or me if you have any questions about this proposal, Sincerely, I, IL"V42 Gerald E, Newfarmer President and CEO Accepted for Crty *Costa esa by; Name:/was Title: C'' Y"V _ t `Date; 07. EXHIBIT B CERTIFICATES OF INSURANCE l._ t CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDOIYYY 6/17/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER The Hauser Group 8260 Northcreek Drive, Suite 200 Cincinnati OH 45236 NAMEA Dixon PHONE xt .51 - -9200 arc No: E-MAIL ADDREss: NAICN MMIDIDIYEYYY INSURER A:.INSURED LIMITS MANAG-2 INSURER B: tManagement Partners, Inc. 1730 Madison Road INSURERC:Ha4 TA 33SBAUGiB32 Cincinnati GH 45206 INSURER O: INSURER E : NSURER F: "u've; l Uco lI=K I IrIUA I C INUIVI,N=K: 117R4AAnr1 RFVISIr1MM U111=0 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. ILTR TYPEOFINSURANCE NSR WVD POLICY NUMBER MMIDIDIYEYYY MMI�OIYVYV LIMITS A GENERAL LIABILITY Y Y 33SBAUGiB32 3/1/2016 3/1/2017 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DANA E TO Rk,lru PREMISES Ea occun0ence $300,000 CLAIMS -MADE E OCCUR MED EXP (Any one person) $10,000 PERSONAL B ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LI MIT APPLIES PER: _ PRODUCTS COMPIOPAGG $2,000,000 POLICY PRO E T i LOC $ A AUTOMOBILE LIABILITY IY y 33UECVG5096 311/2016 3/1/2017 Ea accident $1,000,000 BODILY INJURY (Per person) $ ANY AUTO ALL OWNED X ISCHEDULED BODILY INJURY (Per acciden) $ AUTOS AUTOS I 'X HIREDAUTOS X AONOOWNED PROPERTY DAMAGE S Per PERT nl $ A UMBRELLALIAB X OCCUR 333BAUG1832 3/1/2016 3/1/2017 EACH OCCURRENCE $3,000,000 EXCESS LIAB CLAIMSMADEAGGREGATE $3,000,000 DED 'X I RETENTION$ 10,000 $ C WORKERS COMPENSATION y 33WECBUfi135 3/1/2016 3/1/2017 X WC STATU- OTH- BY LIM ER ANDEMPLOVERS'LIABILITV YIN E.L. EACH ACCIDENT $1,000,000 ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? NIA E.L. DISEASE - EA EMPLOYE $1,000,000 (Mandatory in NH) If yes, describe under E.L. DISEASE -POLICY LIMIT 1 $1,000,000 DESCRIPTION OF OPERATIONS below B Professional Liab MPL1008388 6/20/2016 6/20/2017 Ea. Claim $1,000,000 Occurrence Aggregate $1,000,000 Retro date 06-20-08 Deductible $10,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of Costa Mesa is / are shown as an additional insured(s) solely with respect to general liability coverage as evidenced herein on a primary / non-contributory basis as required by written contract with respect to work performed by the named insured(s). A waiver of subrogation in favor of The City of Costa Mesa is / are included under the general liability coverage as evidenced herein as s required by written contract. City of Costa Mesa 77 Fair Drive Costa Mesa CA 92626 UnrvUc�<.t� I IUIv OU uay5 UXCUPI lu Days Tor non pay 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 l © 1988-2010 ACORD CORPORATION. All riahts reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD P3 0,5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number. 33 WEC BU6135 Endorsement Number. Effective Date: 03/01/16 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: MANAGEMENT PARTNERS, INC. 1730 MADISON RD CINCINNATI, OH 45206 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 the person or organization named In the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named In the Schedule SCHEDULE ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED City of Costa Mesa HY WRITTEN CONTRACT OR 77 Fair Drive AGREEMENT TO OBTAIN THIS Costa Mesa CA 92626 WAIVER OF RIGHTS FROM US THIS WAIVER OF RIGHTS DOES NOT APPLY TO KENTUCKY, NEW JERSEY AND NEW HAMPSHIRE OPERATIONS. Countersigned by Authorized Representative Form WC 00 0313 Printed in U.S.& Process Date: 01/14/16 Policy Expiration pate: 03/01/1-7 Ir , 4Management Partners Inc. POLICY 9duMOft 33BBAUG1832 Effective 03-01-2016 Expiration 03-01-2017. THM ENDORSMINIENT CPSAWES THE FOL, CY, PLEASE READ IT CAREFULLY, This endorsement mods les Insurance provided under the following; =XTIONAT, INSURED w PMWN` OR ORGANIZATION City of Costa Mesa 77 Fair Drive Costa Mesa CA 92626 r Form Ibi 12 01 1186 Primed In U.S,A. Hartford Insurance Company E COMMERCIAL AUTOMOBILE Management Partners Inc. HA 99 16 03 IL Policy# 33UECVG5096 03-01-16 to 03-01-17 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 1 / The insurance afforded to any such E. Primary and Non -Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be — --- (2) -How -Limits Apply-- -- - — - -- -- --— -primary. If other-- insurance -is--also If you have agreed in a written contract primary, we will share with all that other or written agreement that another insurance by the method described in person or organization be added as an Other Insurance 5.d, additional insured on your policy, the (4) Primary And Non -Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this (b) The Limits of Insurance shown in insurance is primary and we will not the Declarations. seek contribution from that other Such amount shall be a part of and not insurance. in addition to Limits of Insurance shown Paragraphs (3) and (4) do not apply to other in the Declarations and described in this insurance to which the additional insured Section. has been added as an additional insured. (3) Additional Insureds Other Insurance When this insurance is excess, we will have no duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and indemnity. When this insurance is excess over other insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- contributory with the additional insured's insurance would pay for the loss in the own insurance, absence of this insurance; and (4) Duties in The Event Of Accident, Claim, (2) The total of all deductible and self-insured Suit or Loss amounts under all that other insurance, If you have agreed in a written contract We will share the remaining loss, if any, by the or written agreement that another method described in Other Insurance 5,d. person or organization be added as an 2• AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto" you hire, CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also 5. PHYSICAL DAMAGE ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this insurance will Paragraph AA.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. EXCLUSION 5. - FELLOW EMPLOYEE - of 6, LOANlLEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation Under SECTION III - PHYSICAL DAMAGE Insurance in -force covering all of your COVERAGE, in the event of a total "loss" to a "auto", "employees". covered we will pay your additional legal -_ -obligation-for-any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the "outstanding balance" of the loan/lease. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of "loss" less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional "auto" you own, then the Physical Damage mileage charges; excess wear and tear charges; Coverages provided are extended to "autos" you lease termination fees; security deposits not hire or borrow, subject to the following limit. returned by the lessor; costs for extended The most we will pay for "loss" to any hired warranties, credit life Insurance, health, accident "auto" is: or disability insurance purchased with the loan or lease; and carry -aver balances from previous (1) $100,000; loans or leases. (2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the "loss" or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE, the following is added: whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage g, ELECTRONIC EQUIPMENT - BROADENED coverage is excess over any other collectible COVERAGE insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs B.4 - and excess provisions, we will provide coverage EXCLUSIONS - of SECTION III - PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered "auto" you own. following: We will also cover loss of use of the hired "auto" Exclusions 4.c. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely liable and the lessor incurs an actual financial by use of the power from the "auto's" loss, subject to a maximum of $1000 per electrical system that, at the time of "loss", "accident". is: This extension of coverage does not apply to (1) Permanently installed in or upon any "auto" you hire or borrow from any of your the covered "auto"; "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b. Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: 1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. —COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D, - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. III - PHYSICAL following is added: - DEDUCTIBLE - of SECTION DAMAGE COVERAGE, the If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form, 16, RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V - DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid. Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an - internal -combustion -engine -and one or more - electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the Internal combustion engine to charge one or more electric motors, which move the auto. 19, VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto' at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. © 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5 Management Partners Inc, Policy# 33SBAUG1832 Effective: 03-01-2016 Expiration: 03-01-2017 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words we', "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured, -- Other words and phrases that appear in quotation marks have special meaning, Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the Insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages, However, we will have no duty to defend the Insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this Insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of Insurance in the payment of judgments, settloments or medical expenses to which this Insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension- Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place In the "coverage territory'; (b) The "bodily Injury" or "property damage" occurs during the policy period; and (c) prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily Injury" or 'Property damage" had occurred, In whole or In part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily Injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily Injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period, (2) To "personal and advertising Injury." caused by an offense arising out of your business, but only if the offense was committed In the "coverage territory" during the policy period. C. "Bodily Injury" or "property damago" 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 0 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM 2. (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". s:- 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". 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 promises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place In the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The Injured person submits to examination, at our expense, by physicians of our choke as often as we reasonably require. Page 2 of 24 b. We will make these payments regardless of fault, These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) 'Necessary medical, surgical, x-ray and dental services, Including prosthetic devices; and (3) Necessary ambulance, hospital, _professional - -nursing - -and— funeral - -- services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit' we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur, (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds, (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish those 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 defond the insured and the indemnitee; and (6) The Indemnitee; (a) Agrees in writing to: (t) Cooperate with us in the Investigation, settlement or defense of the "suit"; (i i) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (lit) Notify any other insurer whose coverage is available to the Indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable Insurance available to the Indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (it) Conduct and control the defense of the indemnitee in such "suit". Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM So long os the above conditions are met, attorneys' fees Incurred by us In the defense of that indemnitee, necessary litigation expenses Incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments, Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. - Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's Indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability.Coverage This insurance does not apply to: a, Expected Or Intended Injury (1) "Bodily Injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising Injury" arising out of an offense committed by, at the direction of or with the .consent or acquiescence of the Insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bcdilyinjury' 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 liablllty 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 Page 3 of 24 i i i s BUSINESS LIABILITY COVERAGE FORM (b) "Bodily Injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement that is "insured conduct of the insured's business, or an contract", Provided the "bodily injury', or (2) The spouse, child, parent, brother or "Property damage"occurs sister of that "employee" as a subsequent to the execution of the consequence of (1) above, 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 deemed to be damages because of with -or -repay -someone else who must "bodily injury" or "property damage" Pay damages because of the injury. provided: This exclusion does not apply to liability (1) Liability to such party for, or for assumed by the insured under an "insured the cost of, that party's defense contract", has also been assumed in the f. pollution 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 c. Liquor Liability time owned or occupied by, or "Botlil Injury" y i ry" or "property damage" for rented or loaned to any insured. which any insured may be held Mable by However, this subparagraph does reason of: not apply to; (t) Causing . or contributing to the (1) "Bodily injury" if sustained within Intoxication of any person; a building and caused by (2) The furnishing of alcoholic beverages to smoke, fumes, vapor or soot 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 relatlrg 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, (11) "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 as an addltlonal Insured or unemployment compensation law or with respect to your ongoing any similar law. operations performed for that e. Employer's Liability additional insured at that 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 cut of and in the course of: occupied by, or rented or (a) Grnployment by the insured; or loaned to, any Insured, other than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 i I BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property damage" arising released as part of the out of heat, smoke fumes from operations being performed a "hostile fire", by such Insured, contractor or (b) At or from any premises, site or subcontractor; "Bodily location which Is or was at any (fi) injury, or "property damage" sustained within time used by or for any insured or a others for the handling, storage, building and caused by the release of fumes disposal, processing or treatment gases, or of waste; vapors from materials brought (c) Which Into that building In connection 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: (111) "Bodily Injury" or "property (1) Any insured; or damage" arising out of heat, (ii) Any person or organization for smoke or fumes from. a whom you may be legally "hostile fire"; or responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any Insured orany location on which any Insured or contractors or subcontractors any contractors or subcontractors working directly or Indirectly on any working directly or indirectly on Insured's behalf are performing any insured's behalf are operations if the operations are to performing operations if the test for, monitor, clean up, remove, "pollutants" are brought on or to contain, treat, detoxify or neutralize, the premises, site or location in or in any way respond to, or assess connection with such operations the effects of, "pollutants", by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (1) "Bodily Injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of "mobile governmental authority for equipment" or its parts, if such fuels, lubricants or other damages because of testing for, operating fluids escape from a monitoring, cleaning up, removing, vehicle part designed to hold, containing, treating, detoxifying or store or receive them. This neutralizing, or In any way responding to, or assessing the exception does not apply if the "bodily effects of, "pollutants". Injury" or "property damage" arises cut of the However, this paragraph does not Intentional discharge, dispersal apply to liability for damages because or release of the fuels, of "property damage', that the Insured lubricants or other operating would have in the absence of such fluids, or if such fuels, request, demand, order or statutory or lubricants or other operating regulatory requirement, or such claim "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 OS 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" In, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any Insured. Use Includes. I. War operation and "loading or unloading". "Bodily This exclusion applies even if the claims' in'u y 1 rye, "property damage" or "Pers and advertising Injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of. other wrongdoing In the supervision, hiring, employment, training or monitoring of others (1) War, including undeclared or civil war; by that insured, If the "occurrence" which - -- - - --(2)-- Warlike _action by a -military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance; use or entrustment to others of expected attack, by any government, any aircraft, ",auto" or watercraft that Is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by (1) A watercraft while ashore on premises governmental authority in hindering or you own or rent; defending against any of these. (2) A watercraft you do not own that is: j• Professional Services (a) Less than 51 feet long; and Bodily injury", "property damage" or (b) Not being used to carry persons personal and advertising Injury" arising 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 w engineering activities; the equipment listed In Paragraph f,(2) (4) Medical, surgical,, dental, x-ray or or f.(3) of the definition of "mobile equipment"; or nursing services treatment, advice or instruction; (6) An aircraft that is not owned by any Insured and is hired, chartered or loaned (5) Any health or therapeutic service with a paid crew. However, this treatment, advice or Instruction; exception does not apply if the Insured (6) Any service, treatment, advice or has any other insurance for such "bodily Instruction for the purpose of Injury" or "property damage", whether appearance or skin enhancement, hair the other insurance is primary, excess, removal or replacement or personal contingent or on any othe'rbasis• grooming; In. Mobile Equipment (7) Optical or hearing aid services "Bodily injury" or '.property damage" Including the prescribing, preparation, arising out of: fitting, demonstration or distribution of ophthalmic lenses and similar (1) The transportation of "mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 00 08 04 05 (8) Optometry or optometric services including but not limited to examination Of the eyes and the prescribing, preparation, fitting,demonstretion or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments Into or under e skin; and -- - (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1,e. In Section A. - Coverages. It. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's properly; (2) Premises you sell, give away or abandon, If the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or Indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was Incorrectly performed on it. Form SS 00 06 04 05 BUSINESS LIABILITY COVERAGE FORM Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage', (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days, A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. • Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, -rented or field for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and Included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perforin a contract or agreement In accordance with Its terms. This exclusion does not apply to the loss Of use of other property arising out of sudden and accidental physical injury to "Your product" or "your work" after it has been put to its intended use. Page 7 of 24 i BUSINESS LIABILITY COVERAGE FORM e, Recall. Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others -for the loss of use, withdrawal, reaall, inspection, repair, replacement, adjustment, removal or disposal of, (1) "Your product"; (2) "Yourwork"; or (3) "Impaired property"; if such product, work or property is withdrawn -or recalled from the market or from use by any person or crganlzatipn because of a known or suspected defect, deficiency, Inadequacy or dangerous condition in it. (a Personal And Advertising injury "Personal and advertising injury": (1) Arising out of oral, written or electronic Publication of material, if done by or at the direction or the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first Publication took place before the beginning of the policy period; (3) Arising cut of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, exceptan implied contract to use another's "advertising idea" in your "adverfisement"; (5) Arising out of the failure of goods, Products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to Infringement, in your "advertisement'; of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or Page 8 of 24 (c) Title of any literary or artistic work; (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not -- apply to Paragraphs a.; b. -and -c, - under the definition of "personal and advertising injury" in Section G, — Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the Insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of; (a) An "advertisement" for others on your, web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes Information, code, sounds, text, graphics or images; or (d) Computer code, software or. programming used to enable; (i) Your web site; or (il) The presentation or functionality of an "advertisement" or other content on your web site; term SS 00 08 04 05 (13) Arising cut of a vlolatioh of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment -Related Practices "Bodily injury" or "personal and advertising Injury" to; (1) A person arising out of any; (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, Policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or slster of that person as a consequence of "bodily Injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above Is directed, this exclusion applies: (1) Whether the insured may be liable as an ernployQr or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily Injury", "property damage" or "personal and advertising injury" arlsing out of the "asbestos hazard". (2) Any damages, Judgments, settlements, loss, costs or expenses that: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened Injury or damage of any nature or kind to persons or property which would not have occurred in whole or in Part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any Insured or others test for, monitor, clean up, remove, encepsulate, -contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard'; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or In any way responding to or assessing the effects of an "asbestos hazard" Violation Of Statutes That Govern E- Molls, Fax, Phone Calfs Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN -SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c, through h, and k. through o, do not apply to damage by fire, lightning or explosion to premlaes rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D.. Liability And Medical Expenses Limits Of Insurance. Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2, Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any Insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf Of any insured one 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 "bodfly injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, Instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated In the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner, b, A partnership or joint venture, you are an Insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A • limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. Page 10 of 24 e, A trust, you are an Insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each ef.the following is also an insured: a, Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a -- — partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of.their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are Insureds for: (1) "Bodily Injury" or "personal and .advertising injury": (a) To you, to your partners or members (If you are a partnership orjolnt venture), to your members (if you are a limited liability company), or to a cc -"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 cc - "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) "Properly damage" to property: (a) Owned, occupied or used by, Form SS 00 08 04 05 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. 8, 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 Farm SS 00 08 04 05 With respect to watercraft you do not own that is less than 51 feet long and is. not being used to carry persons for a charge, any person is an Insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person Is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other Insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employao" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, In the charge of or occupied by you or the employer of any person who is an Insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified In Paragraphs a. through f. below are additional Insureds when you have agreed, in a written Page t 1 of 24 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or control of, or over which physical b. Coverage under this provision does not control is being exercised for any apply to: purpose by you, any of your 6) "Bodily injury" or "property damage" "employees", "volunteer workers", that occurred; or any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited liability company), before you acquired or formed the organization. b. Real Estate Manager 4, Operator Of Mobile Equipment Any person (other than your "employee" or "volunteer worker"), or any With respect to "mobile equipment" registered in_ _ organization- while acting as your real estate manager, your name under any motor vehicle registration law, any person is an insured while driving such c. Temporary . Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization Any person or organization having proper responsible for the conduct of such person is temporary custody of your property if you also an Insured, but only with respect to liability die, but only: arising out of the operation of the equipment, and O With respect to llabillty arising out of the only if no other insurance of any kind is available maintenance cruse of that property; and to that person or organization for this liability, However, no person or organization Is an insured (2) Until your legal representative has with respect to: been appointed. d, Legal Representative If You Die a. "Bodily injury" to a co -"employee" of the person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision, e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of 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. 8, 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 Farm SS 00 08 04 05 With respect to watercraft you do not own that is less than 51 feet long and is. not being used to carry persons for a charge, any person is an Insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person Is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other Insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employao" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, In the charge of or occupied by you or the employer of any person who is an Insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified In Paragraphs a. through f. below are additional Insureds when you have agreed, in a written Page t 1 of 24 r BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) 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 agreement, or the Issuance of the permit. course of business, in connection with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Remonstration, 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 (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (Ii) Such inspections, adjustments, (d) 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 "property connection with the distribution damage" for which the vendor is orsaleoftheproduots. 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; Pago 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any "occurrence" which takes place after (1) Any state or political subdivision, but You cease to lease that equipment, only .with respect to operations c. Lessors Of Land Or Premises Performed by you or on your behalf for 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 - -leased to you. - - - (a) -"Bodily InJury",-"Property damage=' (2) With respect to the insurance afforded or personal and advertising injury" to these additional Insureds, this arising out of operations performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes Place after you cease to lease that (b) "Bodily injury" or "property damage" land or be a tenant In that included within the "products - completed operations hazard", Promises; or f. Any Other Party (b) Structural alterations, new construction or demolition (1) Any other person or organization who operations performed by or on is not an Insured under Paragraphs a, behalf of such person or through e. above, but only with organization. respect to liability for "bodily Injury", d, Architects, Engineers Or Surveyors ors "property. -damage" or "personal and 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 your behalf: (b) In connection with your premises (a) -1n connection with your premises; owned by or rented to you; or or (c) In connection with "your work" and (b) In the performance of your included within the "products - completed operations hazard", but ongoing operations performed by only If You or on your behalf. (2) With respect to the insurance afforded (I) The written contract or written to these additional insureds, the agreement requires you to provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to "bodily injury", "property damage" (ii) This Coverage Part provides or Personal and advertising injury" coverage for "bodily injury" or "property arising out of the rendering of or the damage" Included "products failure to render any professional within the - 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, reports, surveys, field orders, "Bodilyin'` 1u � 'property damage' or "personal chango orders, designs or and advertising injury" drawings and specifications; or arising out the rendering or the (b) Supervisory, inspection, re (allure to render, any professional ssional architectural, engineering or surveying architectural or engineering services, Including: activities. Foran SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, , or failure to prepare or approve, maps, shop drawings, opinions, Worts, 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 - Ofinsurance. - - - How this insurance applies when other insurance Is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, Joint venture or limited liability company that is not shown as a Named Insured In the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The 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 "properly 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 connectloh 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. 3, Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses_ arising out of any one "Occurence" 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 2.1d, 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 K 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 Policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth In Paragraph 3. above. The Limits of Insurance of. this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the _ Declarations, unless the policy period is extended after Issuance for an additional period of less than 12 months, In that case, the additlonal period will be doomed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the Insured's estate will not relieve us of our obligations under this Coverage Part, 2, Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional Insured must see to It that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should Include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location. of any Injury or damage arising out of the "occurrence" or offense. b• Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must; (1) immediately record.the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other Information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit'; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this Insurance may also apply. d. Obligations At The Insured's Own Cost No Insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or Incur any expense, other than for first aid, without our consent. e, Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other Insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and Indemnity. However, this provision does not apply to the extent that you have agreed In a written contract, written agreement or Permit that this Insurance is primary and. non-contributory with the additional insured's own Insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a, and b, apply to you or to any additional Insured only when such "occurrence", offense, claim or "suit" Is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured Is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional Insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, If you or an additional Insured is a political subdivision or public entity. Page 15 of 24 i i BUSINESS LIABILITY COVERAGE FORM This Paragraph f, applies separately to3 you and any addltional Insured, O We have issued this policy in reliance 3. Financial Responsibility Lawsupon your representations a. When this policy is certlfled as proof of b, Unintentional Failure To Disclose Hazards financial responsibility for the future under the provisions of any motor vehicle If unintentionally you should fall to disclose financial responsibility law, the insurance all hazards relating to the conduct of your provided by the policy for "bodily injury" business at the inception date of this Coverage Part, liability and "property damage" liability will we shall not deny any comply with the provisions of the law to coverage under this Coverage Part the extent of the coverage and limits of because of such failure. insurance required by that law. -- - -- 7, Other Insurance _ b. With respect to "mobile equipment" to If other valid and collectible insurance is which this Insurance applies, we will available for a loss we cover under this provide any liability, uninsured motorists, Coverage Part, our obligations are limited as underinsured motorists, no-fault or other follows: coverage required by any motor vehicle a. Primary insurance law. We will provide the required limits for those coverages, This insurance is primary except when b, 4. Legal Action Against Us below applies. If other insurance is also primary, we will share with all that other No person or organization has a right under Insurance by the method described in c. this Coverage Form: below. a, To Join us as a party or otherwise bring us b• Excess Insurance into a "suit" asking for damages from an This insurance Is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work wlth, A person or organization may sue us to recover That is Fire, Extended Coverage, on an agreed settlement or on a final judgment ) 9 builder's Risk, installation Risk or similar coverage for "your work'; against an insured; but we will not be liable for damages that are not payable under the terrr(a of (2) Premises Rented To You this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of Insurance. An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5, Separation Of Insureds That Is Insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft, Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b, Separately to each insured against whom or use of aircraft, "autos" or watercraft to a claim Is made or "suit" is brought, the extent not subject to Exclusion g, of 6, Representations SectionA,— Coverages. a. When You Accept This Policy (5) Property Damage To Borrowed By accepting this policy, you agree: Equipment Or Use Of Elevators (1) The statements in the Declarations If the loss arises out of "property damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Pago 16 of 24 Form SS 00 08 04 05 i (6) When You Are Added 'As An Additional Insured To Other Insurance That is other Insurance available to You covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional Insured by that insurance; or (7) When You Add Others As An - Additional- -Insured To- -This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who Is an additional Insured under this Coverage Part: (a) Primary insurance When Required By Contract This insurance Is primary If you have agreed in a written contract, written agreement or permit that this insurance be primary, If other insurance is also primary, we will share with all that other Insurance by the method described In c. below. (b). Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other Insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do SO, but we will be entitled to the insured's rights against all those other insurers, Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of (1) The total amount that all such other Insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other Insurance. We will share the remaining loss, If any, with _ any other insurance that Is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of Insurance or none of the loss remains, whichever comes first, If any of the other Insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of Insurance of all Insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a, Transfer Of Rights Of Recovery If the Insured has rights to recover all or pad 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 . I BUSINESS LIABILITY COVERAGE FORM ; F'. OPTIONAL ADDITIONAL INSURED 3. Additional Insured- Grantor Of Franchise .COVERAGES WHO IS AN INSURED under Section C, Is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or crganization(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 -- - - - Liability Coverage fn this policyoxcept as insured the person(s) or organization(s) , provided below: shown in the Declarations as an Additional 1. Additional Insured - Designated Person Or Insured - Lessor of Leased Equipment, 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 persons) or organization(s) shown In the use of equipment leased to you by such Declarations, but only with respect to liability person(s)ororganization(s). for "bodily Injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5, Additional Insured - Owners Or Other operations; or Interests From Whom Land Was Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C, is 2. Additional Insured - Managers Or Lessors amended to Include as an additional Of Premises insured the person(s) or organization(s) a. WHO 15 AN INSURED under Section C. is shown in the Declarations as an Additional amended to Include as an additional Insured Insured - Owners Or Other From the person(s) or organizatlon(s) shown in the Whom Land Has Been Leased, but only s, bu Declarations as an Additional Insured - with respect 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 Declarations.' the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations, these additional insureds, the fallowing 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 O 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 Form SS 00 08 04 05 page 19 of 24 BUSINESS LIABILITY COVERAGE FORM Insured - State Or Political Subdivision - Permits, but only (e) Any ,failure to make such with respect to operations performed by you or on your inspections, adjustments, tests behalf for which the state or political servicing as the vendor has agree d d subdivision has issued a permit. to make or normally undertakes to b, With respect to the insurance afforded to make in the usual course of 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 Additional Insured -Vendors container, part or ingredient of any a, WHO IS AN INSURED under Section C. Is other thing or substance by or for the vendor; or amended to include as an additional Insured the person(s) or organization(s) (h) "Bodily injury" or "property (referred to below as vendor) shown in the damage" arising out of the sole Declarations as an Additional Insured - negligence of the vendor fse Vendor, but only with respect to "bodily own acts or o ons or those Injury" or "property damage" arising out of its employeeess or anyone else e "your products" which are distributed or acting on Its behalf, However, this sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part (1) The exceptions contained in Provides coverage for "bodily injury" or Subparagraphs (d) or (fj; or "property damage" included within the, "Products (ii) Such inspections, -completed 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; o make in the usual course ofbusiness, (a) "Bodily injury" or "property in 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 ofnsured ability in a contractor agreement, person or organization from This exclusion does not apply to whom you have acquired such liability for damages that the products, or any Ingredient, part or container, vendor would have in the absence entering into, of the contract or agreement; accompanying or containing such products, (b) Any express warranty unauthorized by you; S. Additional Insured -Controlling Interest (c) Any physical or chemical change WHO IS AN INSURED under Section C. is in the product made intentionally amended to include as an additional insured by the vendor; the Person(s) or organlzatlon(s) shown In the (d) Repackaging, unless unpacked Declarations as an Additional Insured - Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the substitution a. Their financial control of you; or of parts under Instructions from the manufacturer, b. Premises they own, maintain or control and then repackaged in the original while you lease or occupy these premises, container; Form SS 00 08 04 05 page 19 of 24 i BUSINESS LIABILITYCOVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. g• 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", "properly 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 nottapply 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 - CoOwner 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. Page 2D of 24 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 addltlonol 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 "advertisemenP'. 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 somi-trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" moans physical; a. Injury; b. Sickness; or C. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time, 6. "Coverage territory" means: Form SS 00 08 04 05 Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM a, The United States of America (including Its territories b, You have failed to fulfill the terms of a and possessions), Puerto Rico and Canada; contract or agreement; b. International waters or airspace, but only it if such property can be restored to use by: the injury or damage occurs in the course a, The repair, replacement, adjustment or of travel or transportation between any removal of "your product" or "your work"; Places included in a. above; or c, All other parts of the world if the injury b. Your fulfilling the terms of the contract or or damage arises out of: agreement. (1) Goods or products made or sold by you 12, "Insured contract" means: in the territory described in a, above; a. A contract for a lease of premises. - - - - (2) The activities ofe person whose home -- - However, that -portion of the contract fora Is In the territory described in a. lease of premises that ifles any ndomni 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 (3) "Personal and advertising injury" rented to you or temporarily occupied by offenses that take place through the you with permission of the owner is subject to the Damage To Premises Internet or slmrar electronic means of Rented To You limit described in Section communication D. - Liability and Medical Expenses Limits provided the Insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (Including Its territories and Possessions), Puerto Rico or Canada, in a a. Any easement or license agreement, "suit" on the merits according to the including an easement or license substantive law in such territory, or in a agreement in connection with construction settlement we agree to. or demolition operations on or within 5o 7. "Electronic data" means information, facts or feet Of railroad; programs: d. Any obligation, as required by ordinance, a. Stored as or on; to Indemnify a municipality, except In Ib. Created or used on; or connection with work for a municipality; a. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer .software, including systems and applications software, hard or floppy disks, agreement pertaining to your business (Including indemnification CD-RCMS, tapes, drives, cells, data an of a municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled equipment. you assume the tort liability of another party to pay for "bodily injury" or "property 8. "Employee" includes a "leased worker", damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage" is caused, in whole or in part, by 9. "Executive officer" means a person holding you or by those acting on your behalf, any of'the officer positions created by your Tort liability means a liability that would be charter, constitution, by-laws or any other imposed by law in the absence of any similar governing document, contract or agreement. 10. "Hostile fire" means one which becomes Paragraph f. Includes that part of any uncontrollable or breaks out from where it was contract or agreement that indemnifies a intended to be. railroad for bodily Injury" or "property 11. "Impaired property" means tangible properly, "your damage" arising out of construction or demolition operations within 50 feet of any other than product" or "your work", than railroad properly 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, deficient, inadequate or dangerous; or However, Paragraph f, does not include that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of, (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or Instructions, or failing to give them, If that is the primary_ cause of the injury, or — damage; or (2) Under which the insured; If an architect, engineer or surveyor, assumes liability for an Injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft., watercraft or "auto'; b. While it is in or on or 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: Pago 22 of 24 (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described In a., b., c„ or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types; (1) Air compressors, pumps and generators, Including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f, Vehicles not described In a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment' but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and wall 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; Form SS 00 08 04 05 c. The wrongful eviction from, wrongful entry Into, or invasion of the right of private occupancy of a room, dwelling or Premises that the person occupies, committed by or on behalf of Its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's_ right of_ - -- — privacy; - f. Copying, In your "advertisement", a person's or organization's "advertising idea" or style of "advertisement% g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or In. 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, scot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises You own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if . your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed, The "bodily Injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product' for consumption on premises you own or rent. b, Does not include "bodily injury" or — "property damage" arising out of: - --- - - - -- (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20, "Property damage" means: a. Physical injury to tangible property, Including all resulting loss of use of that property, All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not Physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding In which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this Insurance applies are alleged. "Suit" includes: a. An arbitration proceeding In which such damages are claimed and to which the Insured must submit or does submit with our consent; or b. Any other alternative dispute resolution Proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b, Donates his or her work; 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 (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. "Yourwork": a. Means: (1) Work or operations performed by you or on your behalf; and distributed or disposed of by:' 1 (2) Materials, parts or equipment - 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 goads 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 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 05 EXHIBIT C CITY COUNCIL POLICY 100.5 SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 1 of 3 BACKGROUND Under the Federal Drug -Free Workplace Act of 1988, passed as part of omnibus drug legislation enacted November 18, 1988, contractors and grantees -of Federal funds_ must certify -that they will provide drug-free workplaces. At the present time, the City of Costa Mesa, as a sub -grantee of Federal funds under a variety of programs, is required to abide by this Act. The City Council has expressed its support of the national effort to eradicate drug abuse through the creation of a Substance Abuse Committee, institution of a City-wide D.A.R.E. program in all local schools and other activities in support of a drug-free community. This policy is intended to extend that effort to contractors and grantees of the City of Costa Mesa in the elimination of dangerous drugs in the workplace. It is the purpose of this Policy to: 1. Clearly state the City of Costa Mesa's commitment to a drug-free society. Set forth guidelines to ensure that public, private, and nonprofit organizations receiving funds from the City of Costa Mesa share the commitment to a drug-free workplace. POLICY The City Manager, under direction by the City Council, shall take the necessary steps to see that the following provisions are included in all contracts and agreements entered into by the City of Costa Mesa involving the disbursement of funds. 1. Contractor or Sub -grantee hereby certifies that it will provide a drug-free workplace by: a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in Contractor's and/or sub -grantee's workplace, specifically the job site or location included in this contract, and specifying the actions that will be taken against the employees for violation of such prohibition; SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 2 of 3 o. csiaousning a urug-rree Awareness Frogram to intorm employees about: 1. The dangers of drug abuse in the workplace; 2. Contractor's and/or sub -grantee's policy of maintaining a drug-free workplace; 3. Any available drug counseling, rehabilitation and employee assistance programs; and 4. The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; c. Making it a requirement that each employee to be engaged in the performance of the contract be given a copy of the statement required by subparagraph A; d. Notifying the employee in the statement required by subparagraph 1 A that, as a condition of employment under the contract, the employee will: 1. Abide by the terms of the statement; and 2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five (5) days after such conviction; e. Notifying the City of Costa Mesa within ten (10) days after receiving notice under subparagraph 1 D 2 from an employee or otherwise receiving the actual notice of such conviction; f. Taking one of the following actions within thirty (30) days of receiving notice under subparagraph 1 D 2 with respect to an employee who is so convicted: 1. Taking appropriate personnel action against such an employee, up to and including termination; or 2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health agency, law enforcement, or other appropriate agency; SUBJECT POLICY EFFECTIVE PAGE NUMBER DATE DRUG-FREE WORKPLACE 100-5 8-8-89 3 of 3 g. Making a good faith effort to maintain a drug-free workplace through implementation of subparagraphs 1 A through 1 F, inclusive. 2. Contractor and/or sub -grantee shall be deemed to be in violation of this Policy if the City of Costa Mesa determines that: a. Contractor and/or sub -grantee has made a false certification under paragraph 1 above; b. Contractor and/or sub -grantee has violated the certification by failing to carry out the requirements of subparagraphs 1 A through 1 G above; c. Such number of employees of Contractor and/or sub -grantee have been convicted of violations of criminal drug statutes for violations occurring in the workplace as to indicate that the contractor and/or sub -grantee has failed to make a good faith effort to provide a drug-free workplace. 3. Should any contractor and/or sub -grantee be deemed to be in violation of this Policy pursuant to the provisions of 2 A, B, and C, a suspension, termination or debarment proceeding subject to applicable Federal, State, and local laws shall be conducted. Upon issuance of any final decision under this section requiring debarment of a contractor and/or sub -grantee, the contractor and/or sub -grantee shall be ineligible for award of any contract, agreement or grant from the City of Costa Mesa for a period specified in the decision, not to exceed five (5) years. Upon issuance of any final decision recommending against debarment of the contractor and/or sub -grantee, the contractor and/or sub -grantee shall be eligible for compensation as provided by law. ATTACHMENT 2 AMENDMENT NUMBER ONE TO PROFESSIONAL SERVICES AGREEMENT WITH MANAGEMENT PARTNERS, INC. This Amendment is made and entered into this 6th day of September, 2016 ("Effective Date") by and between the CITY OF COSTA MESA, a municipal corporation ("City") and MANAGEMENT PARTNERS, INC., an Ohio corporation ("Consultant"). WHEREAS, City and Consultant entered into a Professional Services Agreement ("Agreement") on July 1, 2016 to provide consulting services for development -related project management assistance; and WHEREAS, Section 4.1 of the Agreement provides for a six-month initial term; and WHEREAS, the parties desire to extend the term through December 31, 2017; and WHEREAS, City and Consultant desire to amend Consultant's scope of services to include interim management services as set forth in Exhibit "A," attached hereto and incorporated herein by this reference; and WHEREAS, the City desires to increase Consultant's maximum compensation to Two Hundred Forty -Nine Thousand Dollars ($249,000.00) for the provision of services through December 31, 2017. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: The term of the Agreement is extended through December 31, 2017. 2. Consultant's scope of services is amended to include interim management services as set forth in Exhibit A. 3. Section 2.1 of the Agreement is amended to provide that Consultant's total compensation shall not exceed Two Hundred Forty -Nine Thousand Dollars ($249,000.00). 4. All other terms of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by and through their respective authorized officers, as of the date first written above. CITY OF COSTA MESA Date: Chief Executive Officer Management Partners, Inc. Amendment 1 CONSULTANT Date: Signature Name and Title Social Security or Taxpayer ID Number ATTEST: Date: City Clerk APPROVED AS TO FORM: Date: City Attorney APPROVED AS TO INSURANCE: Date: Risk Management APPROVED AS TO CONTENT: Date: Project Manager APPROVED AS TO PURCHASING: Date: Interim Finance Director Management Partners, Inc. Amendment 1 EXHIBIT A Management Partners, Inc. Amendment 1 Management Partners August 18, 2016 Mr. Tom Hatch Chief Executive Officer City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 Dear Mr. Hatch: Management Partners understands that the City of Costa Mesa is interested in extending the contract with Management Partners for consulting assistance to the City of Costa Mesa. The City is interested in including in the agreement interim management services as well as project related consulting services within the community development function. We would be pleased to provide these services. Our billing rates will remain the same as in the current contract. Management Partners will provide these consulting services on an hourly basis. During this engagement, the actual consultant hours will be reimbursed by the City. We will charge $137 per hour for Jay Trevino's time. This is a reduced fee in consideration of the duration of the assignment. Other Management Partners consultants who provide assistance will be billed at their regular hourly rates ranging from $75 to $250, depending on the individual assigned to the project. We appreciate the opportunity to be of assistance to the City of Costa Mesa. Please feel free to contact either Jan Perkins (949-202-8870) or me if you have any questions about this proposal. Sincerely, Gerald E. Newfarmer President and CEO Accepted for City of Costa Mesa by: Name: Title: Date: 1730 MADISON ROAD • CINCINNATI, OH 45206 • 513 8615400 • FAx 513 8613480 MANAGEMENTPARTNERS.COM 2107 NORTH FIRST STREET, SUITE 470 • SAN JOSE, CALIFORNIA 95131 • 408 437 5400 • FAx 408 453 6191 3152 RED HILL AVENUE, SUITE 210 9 COSTA MESA, CALIFORNIA 92626 • 949 222 1082 • FAx 408 453 6191