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18-078 Amendment #3 dated 8-29-22 to Citizen Communications, dba Recyclist SaaS
1
THIRD AMENDMENT TO AGREEMENT 18-078
BETWEEN THE CITY OF CUPERTINO AND CITIZEN
COMMUNICATIONS LLC., DBA RECYCLIST, FOR
SOFTWARE-AS-A-SERVICE
This Third Amendment to Agreement 18-078 between the City of Cupertino and Citizen
Communications, LLC., dba Recyclist is by and between the City of Cupertino, a municipal
corporation (hereinafter "City") and Citizen Communications, a Limited Liability Company
(“Contractor”) whose address is P.O. Box 2319, Truckee, CA 96161, and is made with reference to
the following:
RECITALS:
A. On 5/16/2018, Agreement 18-078 (“Original Agreement”) was entered into by and
between City and Software Provider for Software-as-a-Service.
B. On 5/11/2020, City and Software Provider entered into a First Amendment to the
Agreement 18-072. The Original Agreement and First Amendment are collectively referred
to hereafter as the “Agreement.”
C. On 10/21/2020 City and Software Provider entered a Second Amendment to
Agreement 18-078.
D. The Original Agreement, First Amendment, and Second Amendment are collectively
referred to hereafter as the “Agreement” unless otherwise indicated.
E. City and Software Provider desire to continue Consultant’s services to the City under
the Agreement, and hereby affirm their intent that it remain in full force and effect as
amended and restated by this Third Amendment.
F. City and Software Provider desire to modify the Agreement, as amended, on the terms
and conditions set forth herein.
NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as
follows:
1. Paragraph 1 of the Agreement is modified to read as follows:
TERM
The term of this Agreement shall commence on May 21, 2018 and shall continue until July 31,
2025, unless the Agreement is terminated prior thereto under the provisions of Section 16
below.
2. Paragraph 3 of the Agreement is modified to read as follows:
2
COMPENSATION TO SOFTWARE PROVIDER
Software Provider shall be compensated for services performed pursuant to this Agreement in a
total amount not to exceed One Hundred Thirty-Five Thousand Dollars Eight Hundred Eighty
($135,880). The payments specified in this section shall be the only payments to be made to
Software Provider for services rendered pursuant to this Agreement. Software Provider shall
invoice City according to the following schedule of milestones/ deliverables:
Milestone Amount
Fiscal Year 2023 $26,010
Fiscal Year 2024 $26,010
Fiscal Year 2025 $26,010
City shall pay Software Provider within thirty (30) days after receipt of Software
Provider’s invoice. City shall return to Software Provider any payment request
determined not to be a property payment request as soon as practicable, but not later than
seven (7) days after receipt, and shall explain in writing the reasons why the payment
request is not proper.
3. A new Paragraph 23 is added to the Agreement and reads as follows:
23. CITY RESPONSIBILITIES. City represents, covenants, and warrants that City
will use the Services only in compliance with its intended functionality and all applicable laws
and regulations. City shall be responsible for obtaining and maintaining any equipment and
ancillary services needed to connect to, access or otherwise use the Services, including, without
limitation, modems, hardware, servers, software, operating systems, networking, web servers
and the like (collectively, “Equipment”). City is responsible for maintaining the confidentiality
of the passwords assigned to City and its users. City will immediately notify Software Provider
if it becomes aware that a password is lost, stolen, disclosed to an unauthorized third party, or
otherwise compromised. Software Provider will be responsible for any and all activities made
pursuant to the licenses granted to City’s hereunder and any of its users’ or Equipment or the
access credentials to the Services. City shall, and shall ensure its users, use commercially
reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Software
Provider promptly of any unauthorized access or use. City hereby agrees to indemnify and hold
harmless Software Provider against any damages, losses, liabilities, settlements and expenses
(including without limitation costs and attorneys’ fees) in connection with any claim or action
that arises from an alleged violation of the foregoing or otherwise to the extent arising from
City’s improper use of Services.
4. A new Paragraph 24 is added to the Agreement and reads as follows:
24. CONFIDENTIALITY. Each party (the “Receiving Party”) understands that the
other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial
information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary
Information” of the Disclosing Party). Proprietary Information of Software Provider includes
non-public information regarding features, functionality and performance of the Services. The
Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary
Information, and (ii) not to use (except in performance of the Services or as otherwise permitted
3
herein) or divulge to any third person any such Proprietary Information. The Disclosing Party
agrees that the foregoing shall not apply with respect to any information after five (5) years
following the disclosure thereof or any information that the Receiving Party can document (a) is
or becomes generally available to the public, or (b) was in its possession or known by it prior to
receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a
third party, or (d) was independently developed without use of any Proprietary Information of
the Disclosing Party or (e) is required to be disclosed by law.
Contractor acknowledges that pursuant to the California Public Records Act, Government Code
Section 6250 et seq., certain confidential trade secret information may be protected from
disclosure to third parties. Notwithstanding the foregoing, the City may not be in a position to
establish that the information that Contractor identifies as confidential is a trade secret. If a
request is made for such information, the City shall provide prompt written notice to contractor.
Contractor acknowledges that City may be required to release such information within the time
frame required by the California Public Records act unless the contractor seeks protection from
disclosure by a court of competent jurisdiction.
5. A new Paragraph 25 is added to the Agreement and reads as follows:
6. 25. LIMITATION OF LIABILITY. City acknowledges, understands and agrees
that Software Provider utilizes third party hardware, software and hosting solutions in
connection with the Services (“Third Party Solutions”) in order to economically provide
the Services to City. City recognizes that the quality of the Services is dependent upon
such Third Party Solutions and that Software Provider does not have nor exercise
significant bargaining power with such Third Party Solutions so as to reasonably control
the City’s experience resulting from such Third Party Solutions, and therefore
notwithstanding any other provision of this Agreement to the contrary, agrees that
Software Provider shall not be liable or in breach of this Agreement to the extent such
liability or breach is the result of the acts or omissions of Third Party Solutions or their
providers. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR
BODILY INJURY OF A PERSON, SOFTWARE PROVIDER AND ITS SUPPLIERS
(INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY
SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS
AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT
TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND
CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION
OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST
OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR
LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND
SOFTWARE PROVIDER’S REASONABLE CONTROL; OR (D) FOR ANY
AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL
OTHER CLAIMS, EXCEED THE FEES PAID BY CITY TO SOFTWARE PROVIDER
FOR THE SERVICES UNDER THIS AGREEMENT. Except as expressly modified
herein, all other terms and covenants set forth in the Agreement shall remain the same and
shall be in full force and effect.
4
IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement
to be executed.
CITY OF CUPERTINO
By
Title
Date
APPROVED AS TO FORM
City Attorney
ATTEST:
City Clerk
Date
CITIZEN COMMUNICATIONS LLC., dba
RECYCLIST
By
Title
Date
EXPENDITURE DISTRIBUTION
PO Number 100-32-308 600-606
Original 23,000
Amendment #1 $23,750
Amendment #2 $11,100
Amendment #3 $78,030
Total $135,880
19200461_v1
Emily Coven
Managing Member
Aug 26, 2022
Christopher D. Jensen
GIS Manager
Aug 29, 2022
Aug 29, 2022
Contract No. ________
Page 1 of 3
Exhibit B: Insurance Requirements and Proof of Insurance
Proof of insurance coverage described below is attached to this Exhibit, with City named as
additional insured.
1.MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES
Additional Insureds:
The City of Cupertino, its City Council, officers, officials, employees, agents, servants and
volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s
Commercial General Liability and Cyber Liability policies. General Liability coverage can be
provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form
CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used).
Primary Coverage:
Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-
insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of
Software Provider’s insurance and shall not contribute to it.
Notice of Cancellation:
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except
with written notice to City 30 days in advance or 10 days in advance if due to non-payment of
premiums.
Workers' Compensation:
As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no
less than $1,000,000 per occurrence for bodily injury or disease.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of
City for all work performed by Software Provider, its employees, agents, and subconsultants.
General Liability:
For bodily injury, property damage, personal injury liability for premises operations, products and
completed operations, contractual liability, and personal and advertising injury with limits no less
than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either
the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or
25 04) or it shall be twice the required occurrence limit.
a. It shall be a requirement that any available insurance proceeds broader than or in excess
of the specified minimum insurance coverage requirements and/or limits shall be made
available to the Additional Insured and shall be (i) the minimum coverage/limits specified
in this agreement; or (ii) the broader coverage and maximum limits of coverage of any
insurance policy, whichever is greater.
b. Additional Insured coverage under Software Provider’s policy shall be "primary and
non-contributory," will not seek contribution from City’s insurance/self-insurance, and
shall be at least as broad as ISO Form CG 20 01 (04/13).
Contract No. ________
c. The limits of insurance required may be satisfied by a combination of primary and
umbrella or excess insurance, provided each policy complies with the requirements set forth
in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain
a provision that such coverage shall also apply on a primary basis for the benefit of City
before the City’s own insurance or self-insurance shall be called upon to protect City as a
named insured.
Automobile Liability
ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less
than $1,000,000 per accident for bodily injury and property damage.
Cyber Liability:
Insurance, with limits not less than:
$2,000,000 each occurrence
$2,000,000 aggregate - all other
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by
Software Provider in this Agreement and shall include, but not be limited to, claims involving
infringement of intellectual property, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction
of electronic information, release of private information, alteration of electronic information,
extortion, and network security. The policy shall provide coverage for breach response costs as
well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient
to respond to these obligations.
If the Software Provider maintains broader coverage and/or higher limits than the minimums
shown above, the City requires and shall be entitled to the broader coverage and/or higher limits
maintained by the Software Provider . Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
2. ABSENCE OF INSURANCE COVERAGE.
City may direct Software Provider to immediately cease all activities with respect to this
Agreement if it determines that Software Provider fails to carry, in full force and effect, all
insurance policies with coverages at or above the limits specified in this Agreement. At the
City’s discretion, under conditions of lapse, Cit y may purchase appropriate insurance and charge
all costs related to such policy to Software Provider.
3. PROOF OF INSURANCE COVERAGE AND COVERAGE VERIFICATION.
A Certificate of Insurance, on an Accord form, and completed coverage verification shall be
provided to City by each of Software Provider's insurance companies as evidence of the
stipulated coverages prior to the Commencement Date of this Agreement, and annually
thereafter for the term of this Agreement. All of the insurance companies providing insurance
for Software Provider shall be licensed to do insurance business in the State of California and shall
have, and provide evidence of, a Best Rating Service rate of A:VII or above.
Page 2 of 3
Contract No. ________
Page 3 of 3
4. SUBCONTRACTORS
Software Provider shall require and verify that all subconsultants maintain insurance that meet the
requirements of this Contract, including naming the City as an additional insured on
subconsultant’s insurance policies.
5.HIGHER INSURANCE LIMITS
If Software Provider maintains broader coverage and/or higher limits than the minimums shown
above, City shall be entitled to coverage for the higher insurance limits maintained by Software
Provider .
6.ADEQUACY OF COVERAGE
City reserves the right to modify these insurance requirements/coverage based on the nature of
the risk, prior experience, insurer or other special circumstances, with not less than ninety (90)
days prior written notice.
46 SBM UN2131
ADDITIONAL INSURED -PERSON-ORGANIZATION
LOC 001 BLDG 001
TOWN OF TRUCKEE,ITS OFFICERS,EMPLOYEES AND AGENTS
10183 TRUCKEE AIRPORT RD
TRUCKEE,CA 96161
LOC 001 BLDG 001
SACREMENTO REGIONAL SOLID WASTE AUTHORITY
9850 GOETH ROAD
SACREMENTO,CA 95827
CITY OF CUPERTINO,ITS CITY COUNCIL,BOARDS
AND COMMISSIONS,OFFICERS,EMPLOYEES AND
VOLUNTEERS
10300 TORRE AVENUE
CUPERTINO,CA 95014
CITY OF GLENDALE -RISK MANAGEMENT
613 E.BROADWAY #100
GLENDALE,CA 91206
LOC 001 BLDG 001
CITY OF FREMONT /COMMUNITY SERVICES
39550 LIBERTY ST.
FREMONT,CA 94538
LOC 001 BLDG 001
CITY OF RIVERSIDE
3900 MAIN STREET
APT/SUITE 4TH FLOOR
RIVERSIDE,CA 92522
LOC 001 BLDG 001
CITY OF MORENO VALLY,THE CITY OF MORENO VALLY COMMUNITY SERVICES
DISTRICT,THE MORENO VALLEY HOUSING AUTHORITY AND EACH OF THEIR
001 001 (CONTINUED ON NEXT PAGE)
05/12/22 07/28/23
CERTIFICATE HOLDER
© 1988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2010/05)
AUTHORIZED REPRESENTATIVE
CANCELLATION
DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE
LOCJECTPRO-POLICY
GEN'L AGGREGATE LIMIT APPLIES PER:
OCCURCLAIMS-MADE
COMMERCIAL GENERAL LIABILITY
GENERAL LIABILITY
PREMISES (Ea occurrence)$DAMAGE TO RENTED
EACH OCCURRENCE $
MED EXP (Any one person) $
PERSONAL & ADV INJURY $
GENERAL AGGREGATE $
PRODUCTS - COMP/OP AGG $
$RETENTIONDED
CLAIMS-MADE
OCCUR
$
AGGREGATE $
EACH OCCURRENCE $
UMBRELLA LIAB
EXCESS LIAB
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS
WC STATU-TORY LIMITS OTH-ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
$
$
$
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICE/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y / N
AUTOMOBILE LIABILITY
ANY AUTO
ALL OWNED SCHEDULED
HIRED AUTOS NON-OWNEDAUTOSAUTOS
AUTOS
COMBINED SINGLE LIMIT
BODILY INJURY (Per person)
BODILY INJURY (Per accident)
PROPERTY DAMAGE $
$
$
$
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
ADDL
WVD
SUBR
N / A
$
$
(Ea accident)
(Per accident)
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).
The ACORD name and logo are registered marks of ACORD
COVERAGES CERTIFICATE NUMBER:REVISION NUMBER:
INSURED
PHONE(A/C, No, Ext):
PRODUCER
ADDRESS:E-MAIL
FAX(A/C, No):
CONTACTNAME:
NAIC #
INSURER A :
INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
INSURER(S) AFFORDING COVERAGE
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
04/26/2022
AP INTEGO INSURANCE GROUP, LLC
AP Intego Insurance Group, LLC
888-289-2939
375 Woodcliff Dr.certs@apintego.com
Suite 103
Fairport NY 14450
Citizen Communications LLC
Po Box 2319
Truckee CA 96161
Travelers Property Casualty Company Of America 25674
A UB7N365301 11/01/2021 11/01/2022 1,000,000
1,000,000
1,000,000
City of Cupertino
10300 Torre Avenue
Cupertino CA 95014
Clear All
BUSINESS LIABILITY COVERAGE FORM
Form SS 00 08 04 05
© 2005, The Hartford
QUICK REF ERENCE
BUSINESS LIA BIL ITY CO VERA GE F ORM
REA D YOUR PO LICY CAREF ULL Y
BUSINESS LIABILITY COVERAGE FORM Beginning on Page
A.COVERAGES 1
1Business Liability
2Medical Expenses
2CoverageExtension -Supplementary Payments
B.EXCLUSIONS 3
C.WHO IS AN INSURED 10
D.LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE 14
E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15
1.15Bankruptcy
2.15DutiesInTheEventOf Occurrence,Offense,Claim Or Suit
3.16FinancialResponsibilityLaws
4.16Legal Action Against Us
5.16SeparationOf Insureds
6.16Representations
7.16OtherInsurance
8.17TransferOf Rights Of Recovery Against Others To Us
F.OPTIONAL ADDITIONAL INSURED COVERAGES 18
18AdditionalInsureds
G.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20
Form SS 00 08 04 05
ABCDEFGHIJ
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.
CTheword "insured" means any person or organization qualifying as such under Section . -Who Is An Insured.
GOtherwordsandphrasesthatappearinquotationmarkshavespecialmeaning.Refer to Section .-Liability And
Medical Expenses Definitions.
(a)The "bodily injury"or "property A.COVERAGES
damage"is caused by an 1.BUSINESS LIABILITY COVERAGE (BODILY "occurrence"that takes place in the INJURY,PROPERTY DAMAGE,PERSONAL "coverage territory";AND ADVERTISING INJURY)
(b)The "bodily injury"or "propertyInsuringAgreementdamage"occurs during the policy
a.We will pay those sums that the insured period; and
becomes legally obligated to pay as (c)Prior to the policy period,no insured
damages because of "bodily injury", 1.listed under Paragraph of Section
"property damage"or "personal and C.–Who Is An Insured and no
advertising injury"to which this insurance "employee"authorized by you to give
applies.We will have the right and duty to or receive notice of an "occurrence"
defend the insured against any "suit" or claim, knew that the "bodily injury"
seeking those damages.However,we will or "property damage"had occurred,
have no duty to defend the insured against in whole or in part.If such a listed
any "suit"seeking damages for "bodily insured or authorized "employee"
injury","property damage"or "personal and knew,prior to the policy period,that
advertising injury"to which this insurance the "bodily injury"or "property
does not apply.damage"occurred,then any
We may,at our discretion,investigate any continuation,change or resumption
"occurrence"or offense and settle any claim of such "bodily injury"or "property
or "suit" that may result. But:damage"during or after the policy
period will be deemed to have been(1)The amount we will pay for damages is
known prior to the policy period.D.limited as described in Section -
(2)To "personal and advertising injury" Liability And Medical Expenses Limits
caused by an offense arising out of your Of Insurance; and
business,but only if the offense was(2)Our right and duty to defend ends when
committed in the "coverage territory" we have used up the applicable limit of
during the policy period.insurance in the payment of judgments,
c."Bodily injury"or "property damage"will be settlements or medical expenses to which
deemed to have been known to have this insurance applies.
occurred at the earliest time when any No other obligation or liability to pay sums or
1.insured listed under Paragraph of Section perform acts or services is covered unless
C.–Who Is An Insured or any "employee" explicitly provided for under Coverage
authorized by you to give or receive noticeExtension-Supplementary Payments.
of an "occurrence" or claim:b.This insurance applies:
(1)Reports all,or any part,of the "bodily (1)To "bodily injury"and "property injury"or "property damage"to us or damage" only if:any other insurer;
Form SS 00 08 04 05 Page 1 of 24
© 2005,The Hartford
BUSINESS LIABILITY COVERAGE FORM
(2)b.Receives a written or verbal demand or We will make these payments regardless of
claim for damages because of the "bodily fault.These payments will not exceed the
injury"or "property damage";or applicable limit of insurance.We will pay
reasonable expenses for:(3)Becomes aware by any other means that
(1)"bodily injury"or "property damage"has First aid administered at the time of an
occurred or has begun to occur.accident;
d.(2)Damages because of "bodily injury"include Necessary medical,surgical,x-ray and
damages claimed by any person or dental services,including prosthetic
organization for care,loss of services or devices;and
death resulting at any time from the "bodily (3)Necessary ambulance,hospital,
injury".professional nursing and funeral
e.Incidental Medical Malpractice services.
(1)"Bodily injury"arising out of the 3.COVERAGE EXTENSION -
rendering of or failure to render SUPPLEMENTARY PAYMENTS
professional health care services as a a.We will pay,with respect to any claim or physician,dentist,nurse,emergency "suit"we investigate or settle,or any "suit" medical technician or paramedic shall against an insured we defend:be deemed to be caused by an
(1)All expenses we incur."occurrence", but only if:
(2)Up to $1,000 for the cost of bail bonds (a)The physician,dentist,nurse,
required because of accidents or traffic emergency medical technician or
law violations arising out of the use of paramedic is employed by you to
any vehicle to which Business Liability provide such services; and
Coverage for "bodily injury"applies. We (b)You are not engaged in the do not have to furnish these bonds.business or occupation of providing
(3)The cost of appeal bonds or bonds to such services.
release attachments,but only for bond (2)For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance.We do not have to furnish malpractice,any act or omission these bonds.together with all related acts or
(4)All reasonable expenses incurred by the omissions in the furnishing of these
insured at our request to assist us in the services to any one person will be
investigation or defense of the claim or considered one "occurrence".
"suit",including actual loss of earnings 2.MEDICAL EXPENSES up to $500 a day because of time off
Insuring Agreement from work.
a.We will pay medical expenses as described (5)All costs taxed against the insured in
below for "bodily injury"caused by an the "suit".
accident:(6)Prejudgment interest awarded against
(1)On premises you own or rent;the insured on that part of the judgment
we pay.If we make an offer to pay the (2)On ways next to premises you own or
applicable limit of insurance,we will not rent;or
pay any prejudgment interest based on (3)Because of your operations;that period of time after the offer.
provided that:(7)All interest on the full amount of any
(1)The accident takes place in the judgment that accrues after entry of the
"coverage territory"and during the judgment and before we have paid,
policy period;offered to pay,or deposited in court the
part of the judgment that is within the (2)The expenses are incurred and reported
applicable limit of insurance.to us within three years of the date of
the accident; and (1)(7)Any amounts paid under through
above will not reduce the limits of insurance.(3)The injured person submits to
examination,at our expense,by
physicians of our choice as often as we
reasonably require.
Page 2 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
b.If we defend an insured against a "suit" So long as the above conditions are met,
and an indemnitee of the insured is also attorneys'fees incurred by us in the
named as a party to the "suit",we will defense of that indemnitee,necessary
defend that indemnitee if all of the litigation expenses incurred by us and
following conditions are met:necessary litigation expenses incurred
by the indemnitee at our request will be(1)The "suit"against the indemnitee
paid as Supplementary Payments.seeks damages for which the insured
has assumed the liability of the Notwithstanding the provisions of
1.b.(b)B.indemnitee in a contract or agreement Paragraph of Section –
that is an "insured contract";Exclusions,such payments will not be
deemed to be damages for "bodily (2)This insurance applies to such liability
injury"and "property damage"and will assumed by the insured;
not reduce the Limits of Insurance.(3)The obligation to defend, or the cost of
Our obligation to defend an insured's the defense of,that indemnitee,has
indemnitee and to pay for attorneys'fees also been assumed by the insured in
and necessary litigation expenses as the same "insured contract";
Supplementary Payments ends when:(4)The allegations in the "suit"and the
(1)We have used up the applicable limit information we know about the
of insurance in the payment of "occurrence"are such that no conflict
judgments or settlements; orappearstoexistbetweentheinterests
(2)of the insured and the interest of the The conditions set forth above,or the
indemnitee;terms of the agreement described in
(6)Paragraph above,are no longer met.(5)The indemnitee and the insured ask
us to conduct and control the defense B.EXCLUSIONS
of that indemnitee against such "suit" 1.Applicable To Business Liability Coverageandagreethatwecanassignthe
This insurance does not apply to:same counsel to defend the insured
and the indemnitee;and a.Expected Or Intended Injury
(6)The indemnitee:(1)"Bodily injury"or "property damage"
expected or intended from the (a)Agrees in writing to:
standpoint of the insured.This (i)Cooperate with us in the exclusion does not apply to "bodily investigation,settlement or injury"or "property damage"resulting defense of the "suit";from the use of reasonable force to
(ii)Immediately send us copies of protect persons or property; or
any demands,notices, (2)"Personal and advertising injury"arisingsummonsesorlegalpapers out of an offense committed by,at thereceivedinconnectionwith direction of or with the consent orthe "suit";acquiescence of the insured with the
(iii)Notify any other insurer whose expectation of inflicting "personal and
coverage is available to the advertising injury".
indemnitee; and b.Contractual Liability
(iv)Cooperate with us with (1)"Bodily injury"or "property damage";orrespecttocoordinatingother
(2)"Personal and advertising injury"applicable insurance available
to the indemnitee; and for which the insured is obligated to pay
damages by reason of the assumption of(b)Provides us with written
liability in a contract or agreement.authorization to:
This exclusion does not apply to liability (i)Obtain records and other
for damages because of:information related to the
"suit"; and (a)"Bodily injury","property damage"or
"personal and advertising injury"that(ii)Conduct and control the
the insured would have in thedefenseoftheindemniteein
absence of the contract orsuch"suit".
agreement;or
Form SS 00 08 04 05 Page 3 of 24
BUSINESS LIABILITY COVERAGE FORM
(b)(b)"Bodily injury"or "property damage"Performing duties related to the
assumed in a contract or agreement conduct of the insured’s business,or
that is an "insured contract",(2)The spouse,child,parent,brother or
provided the "bodily injury"or sister of that "employee"as a
"property damage"occurs (1)consequence of above.
subsequent to the execution of the This exclusion applies:contract or agreement.Solely for
(1)Whether the insured may be liable as the purpose of liability assumed in
an employer or in any other capacity; an "insured contract",reasonable
andattorneys'fees and necessary
litigation expenses incurred by or for (2)To any obligation to share damages
a party other than an insured are with or repay someone else who must
deemed to be damages because of pay damages because of the injury.
"bodily injury"or "property damage"This exclusion does not apply to liability
provided:assumed by the insured under an "insured
(i)Liability to such party for,or for contract".
the cost of,that party’s defense f.Pollution
has also been assumed in the (1)"Bodily injury","property damage"or same "insured contract",and
"personal and advertising injury"
(ii)Such attorneys'fees and arising out of the actual,alleged or
litigation expenses are for threatened discharge,dispersal,
defense of that party against a seepage,migration,release or escape
civil or alternative dispute of "pollutants":
resolution proceeding in which
(a)At or from any premises,site or damages to which this
location which is or was at anyinsurance applies are alleged.
time owned or occupied by,or
c.Liquor Liability rented or loaned to any insured.
"Bodily injury"or "property damage"for However,this subparagraph does
which any insured may be held liable by not apply to:
reason of:(i)"Bodily injury"if sustained within
(1)Causing or contributing to the a building and caused by
intoxication of any person;smoke,fumes,vapor or soot
produced by or originating from(2)The furnishing of alcoholic beverages to
equipment that is used to heat,a person under the legal drinking age or
cool or dehumidify the building,under the influence of alcohol;or
or equipment that is used to(3)Any statute,ordinance or regulation heat water for personal use,byrelatingtothesale,gift,distribution or the building's occupants or theiruseofalcoholicbeverages.guests;
This exclusion applies only if you are in the (ii)"Bodily injury"or "propertybusinessofmanufacturing,distributing,damage"for which you may beselling,serving or furnishing alcoholic held liable,if you are abeverages.contractor and the owner or
d.Workers'Compensation And Similar lessee of such premises,site or
Laws location has been added to your
Any obligation of the insured under a policy as an additional insured
workers'compensation,disability benefits with respect to your ongoing
or unemployment compensation law or operations performed for that
any similar law.additional insured at that
premises,site or location ande.Employer’s Liability
such premises,site or location"Bodily injury" to:
is not and never was owned or(1)An "employee"of the insured arising occupied by,or rented orout of and in the course of:loaned to,any insured,other
(a)Employment by the insured;or than that additional insured;or
Page 4 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
(iii)"Bodily injury"or "property released as part of the
damage"arising out of heat, operations being performed
smoke or fumes from a by such insured,contractor or
"hostile fire";subcontractor;
(b)(ii)At or from any premises,site or "Bodily injury"or "property
location which is or was at any damage"sustained within a
time used by or for any insured or building and caused by the
others for the handling,storage, release of gases,fumes or
disposal,processing or treatment vapors from materials brought
of waste;into that building in connection
with operations being performed(c)Which are or were at any time
by you or on your behalf by atransported,handled,stored,
contractor or subcontractor;ortreated,disposed of,or processed
(iii)as waste by or for:"Bodily injury"or "property
damage"arising out of heat, (i)Any insured; or
smoke or fumes from a (ii)Any person or organization for "hostile fire"; orwhomyoumaybelegally
(e)At or from any premises,site orresponsible;
location on which any insured or any(d)At or from any premises,site or contractors or subcontractorslocationonwhichanyinsuredor working directly or indirectly on anyanycontractorsorsubcontractors insured’s behalf are performingworkingdirectlyorindirectlyon operations if the operations are toanyinsured's behalf are test for,monitor,clean up,remove,performing operations if the contain,treat,detoxify or neutralize,"pollutants"are brought on or to or in any way respond to,or assessthepremises,site or location in the effects of,"pollutants".connection with such operations
(2)Any loss,cost or expense arising out by such insured,contractor or
of any:subcontractor.However,this
(a)subparagraph does not apply to:Request, demand, order or statutory
or regulatory requirement that any(i)"Bodily injury"or "property
insured or others test for,monitor,damage"arising out of the
clean up,remove,contain,treat,escape of fuels,lubricants or
detoxify or neutralize,or in any wayother operating fluids which are
respond to,or assess the effects of,needed to perform the normal
"pollutants";orelectrical,hydraulic or
(b)mechanical functions Claim or suit by or on behalf of a
necessary for the operation of governmental authority for
"mobile equipment" or its parts,damages because of testing for,
if such fuels, lubricants or other monitoring,cleaning up, removing,
operating fluids escape from a containing,treating,detoxifying or
vehicle part designed to hold,neutralizing,or in any way
store or receive them.This responding to,or assessing the
exception does not apply if the effects of,"pollutants".
"bodily injury"or "property However,this paragraph does not
damage"arises out of the apply to liability for damages because
intentional discharge,dispersal of "property damage"that the insured
or release of the fuels,would have in the absence of such
lubricants or other operating request,demand,order or statutory or
fluids,or if such fuels,regulatory requirement,or such claim
lubricants or other operating or "suit"by or on behalf of a
fluids are brought on or to the governmental authority.
premises,site or location with
the intent that they be
discharged,dispersed or
Form SS 00 08 04 05 Page 5 of 24
BUSINESS LIABILITY COVERAGE FORM
g.Aircraft,Auto Or Watercraft (2)The use of "mobile equipment"in,or
while in practice or preparation for,a"Bodily injury"or "property damage"arising
prearranged racing,speed or out of the ownership,maintenance,use or
demolition contest or in any stunting entrustment to others of any aircraft,"auto"
activity.or watercraft owned or operated by or rented
i.Warorloanedtoanyinsured.Use includes
operation and "loading or unloading"."Bodily injury","property damage"or
This exclusion applies even if the claims "personal and advertising injury",however
against any insured allege negligence or caused,arising,directly or indirectly,out of:
other wrongdoing in the supervision,hiring,(1)War,including undeclared or civil war;
employment,training or monitoring of others (2)Warlike action by a military force, by that insured,if the "occurrence"which
including action in hindering or caused the "bodily injury"or "property
defending against an actual ordamage"involved the ownership,
expected attack,by any government, maintenance,use or entrustment to others of
sovereign or other authority usinganyaircraft,"auto"or watercraft that is
military personnel or other agents; orownedoroperatedbyorrentedorloanedto
(3)Insurrection,rebellion,revolution, any insured.
usurped power,or action taken by This exclusion does not apply to:
governmental authority in hindering or
(1)A watercraft while ashore on premises defending against any of these.
you own or rent;
j.Professional Services
(2)A watercraft you do not own that is:"Bodily injury","property damage"or
(a)Less than 51 feet long; and "personal and advertising injury"arising
out of the rendering of or failure to render (b)Not being used to carry persons
any professional service.This includes for a charge;
but is not limited to:(3)Parking an "auto"on,or on the ways
(1)Legal,accounting or advertisingnextto,premises you own or rent,
services;provided the "auto"is not owned by or
rented or loaned to you or the insured;(2)Preparing,approving,or failing to
prepare or approve maps,shop(4)Liability assumed under any "insured
drawings,opinions,reports,surveys,contract"for the ownership,
field orders,change orders,designs ormaintenanceoruseofaircraftor
drawings and specifications;watercraft;
(3)Supervisory,inspection,architectural (5)"Bodily injury"or "property damage"
or engineering activities;arising out of the operation of any of
f.(2)the equipment listed in Paragraph (4)Medical,surgical,dental,x-ray or
f.(3)or of the definition of "mobile nursing services treatment,advice or
equipment";or instruction;
(6)An aircraft that is not owned by any (5)Any health or therapeutic service
insured and is hired,chartered or loaned treatment, advice or instruction;
with a paid crew.However,this (6)Any service,treatment,advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement,hair injury"or "property damage",whether removal or replacement or personal the other insurance is primary,excess,grooming;contingent or on any other basis.
(7)Optical or hearing aid services h.Mobile Equipment including the prescribing,preparation,
"Bodily injury"or "property damage" fitting,demonstration or distribution of
arising out of:ophthalmic lenses and similar
products or hearing aid devices;(1)The transportation of "mobile equipment"
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
BUSINESS LIABILITY COVERAGE FORM
(8)(1)(3)(4)Optometry or optometric services Paragraphs ,and of this
including but not limited to examination exclusion do not apply to "property
of the eyes and the prescribing,damage"(other than damage by fire)to
preparation,fitting,demonstration or premises,including the contents of such
distribution of ophthalmic lenses and premises, rented to you for a period of 7 or
similar products;fewer consecutive days.A separate Limit
of Insurance applies to Damage To (9)Any:
Premises Rented To You as described in (a)Body piercing (not including ear D.Section -Limits Of Insurance.piercing);
(2)Paragraph of this exclusion does not(b)Tattooing,including but not limited apply if the premises are "your work"and to the insertion of pigments into or were never occupied,rented or held for under the skin; and rental by you.
(c)Similar services;(3) (4)Paragraphs and of this exclusion do
(10)Services in the practice of pharmacy; not apply to the use of elevators.
and (3)(4)(5)(6)Paragraphs ,,and of this
(11)Computer consulting,design or exclusion do not apply to liability assumed
programming services,including web under a sidetrack agreement.
site design.(3)(4)Paragraphs and of this exclusion do
(4)(5)Paragraphs and of this exclusion do not apply to "property damage"to
not apply to the Incidental Medical borrowed equipment while not being used
Malpractice coverage afforded under to perform operations at a job site.
1.e.A.Paragraph in Section -Coverages.(6)Paragraph of this exclusion does not
k.Damage To Property apply to "property damage" included in the
"products-completed operations hazard"."Property damage" to:
l.Damage To Your Product(1)Property you own,rent or occupy,
including any costs or expenses "Property damage"to "your product"
incurred by you,or any other person, arising out of it or any part of it.
organization or entity,for repair, m.Damage To Your Work
replacement,enhancement,
"Property damage"to "your work"arising restoration or maintenance of such
out of it or any part of it and included in the property for any reason,including
"products-completed operations hazard".prevention of injury to a person or
damage to another's property;This exclusion does not apply if the
damaged work or the work out of which (2)Premises you sell,give away or
the damage arises was performed on your abandon,if the "property damage"arises
behalf by a subcontractor.out of any part of those premises;
n.Damage To Impaired Property Or (3)Property loaned to you;
Property Not Physically Injured(4)Personal property in the care,custody
"Property damage"to "impaired property" or control of the insured;
or property that has not been physically (5)That particular part of real property on injured, arising out of:which you or any contractors or
(1)A defect,deficiency,inadequacy or subcontractors working directly or
dangerous condition in "your product" indirectly on your behalf are performing
or "your work"; oroperations,if the "property damage"
(2)arises out of those operations;or A delay or failure by you or anyone
acting on your behalf to perform a (6)That particular part of any property
contract or agreement in accordance that must be restored,repaired or
with its terms.replaced because "your work"was
incorrectly performed on it.This exclusion does not apply to the loss
of use of other property arising out of
sudden and accidental physical injury to
"your product"or "your work"after it has
been put to its intended use.
Form SS 00 08 04 05 Page 7 of 24
BUSINESS LIABILITY COVERAGE FORM
o.Recall Of Products,Work Or Impaired (c)Title of any literary or artistic work;
Property (8)Arising out of an offense committed by
Damages claimed for any loss,cost or an insured whose business is:
(a)expense incurred by you or others for the Advertising,broadcasting,
loss of use,withdrawal,recall,inspection, publishing or telecasting;
repair,replacement,adjustment,removal (b)Designing or determining content
or disposal of:of web sites for others;or
(1)"Your product";(c)An Internet search,access,
(2)"Your work";or content or service provider.
(3)"Impaired property";However,this exclusion does not
if such product,work or property is a.b.c.apply to Paragraphs ,and
withdrawn or recalled from the market or under the definition of "personal and
from use by any person or organization G.advertising injury"in Section –
because of a known or suspected defect, Liability And Medical Expenses
deficiency,inadequacy or dangerous Definitions.
condition in it.For the purposes of this exclusion,
p.Personal And Advertising Injury placing an "advertisement"for or
linking to others on your web site,by "Personal and advertising injury":
itself,is not considered the business(1)Arising out of oral, written or electronic of advertising,broadcasting, publication of material,if done by or at publishing or telecasting;the direction of the insured with
(9)Arising out of an electronic chat room knowledge of its falsity;
or bulletin board the insured hosts, (2)Arising out of oral, written or electronic owns,or over which the insured publication of material whose first exercises control;publication took place before the
(10)Arising out of the unauthorized use ofbeginningofthepolicy period;
another's name or product in your e-mail(3)Arising out of a criminal act committed address,domain name or metatags,orbyor at the direction of the insured;any other similar tactics to mislead
(4)Arising out of any breach of contract, another's potential customers;
except an implied contract to use (11)Arising out of the violation of a another’s "advertising idea"in your person's right of privacy created by "advertisement";any state or federal act.
(5)Arising out of the failure of goods, However,this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act;"advertisement";
(12)Arising out of:(6)Arising out of the wrong description of
(a)An "advertisement"for others on the price of goods,products or services;
your web site;(7)Arising out of any violation of any
(b)Placing a link to a web site of intellectual property rights such as
others on your web site;copyright,patent,trademark,trade
name,trade secret,service mark or (c)Content from a web site of others
other designation of origin or displayed within a frame or border
authenticity.on your web site.Content includes
information,code,sounds,text,However,this exclusion does not
graphics or images;orapplytoinfringement,in your
"advertisement",of (d)Computer code,software or
programming used to enable:(a)Copyright;
(i)Your web site; or(b)Slogan,unless the slogan is also
a trademark,trade name,service (ii)The presentation or functionality
mark or other designation of origin of an "advertisement"or other
or authenticity; or content on your web site;
Page 8 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
(13)(a)Arising out of a violation of any anti-May be awarded or incurred by
trust law;reason of any claim or suit
alleging actual or threatened injury (14)Arising out of the fluctuation in price or
or damage of any nature or kind to value of any stocks,bonds or other
persons or property which would securities; or
not have occurred in whole or in (15)Arising out of discrimination or part but for the "asbestos hazard";humiliation committed by or at the
(b)Arise out of any request,demand, direction of any "executive officer",
order or statutory or regulatory director,stockholder,partner or
requirement that any insured or member of the insured.
others test for,monitor,clean up, q.Electronic Data remove,encapsulate,contain,
Damages arising out of the loss of,loss of treat,detoxify or neutralize or in
use of,damage to,corruption of,inability any way respond to or assess the
to access,or inability to manipulate effects of an "asbestos hazard"; or
"electronic data".(c)Arise out of any claim or suit for
r.Employment-Related Practices damages because of testing for,
monitoring,cleaning up,removing,"Bodily injury"or "personal and advertising
encapsulating,containing,treating,injury"to:
detoxifying or neutralizing or in any(1)A person arising out of any:way responding to or assessing the
(a)Refusal to employ that person;effects of an "asbestos hazard".
(b)Termination of that person's t.Violation Of Statutes That Govern E-
employment; or Mails,Fax,Phone Calls Or Other
Methods Of Sending Material Or (c)Employment-related practices,
Informationpolicies,acts or omissions,such as
coercion,demotion,evaluation,"Bodily injury","property damage",or
reassignment,discipline,"personal and advertising injury"arising
defamation,harassment,humiliation directly or indirectly out of any action or
or discrimination directed at that omission that violates or is alleged to
person;or violate:
(2)The spouse,child,parent,brother or (1)The Telephone Consumer Protection
sister of that person as a Act (TCPA),including any amendment
consequence of "bodily injury"or of or addition to such law;
"personal and advertising injury" to the (2)The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices law;or(a)(b)(c)described in Paragraphs ,,or
(3)Any statute,ordinance or regulation,above is directed.
other than the TCPA or CAN-SPAM ActThisexclusion applies:of 2003,that prohibits or limits the
(1)Whether the insured may be liable as sending,transmitting,communicating or
an employer or in any other capacity;distribution of material or information.
and Damage To Premises Rented To You –
(2)To any obligation to share damages Exception For Damage By Fire,Lightning
with or repay someone else who must or Explosion
pay damages because of the injury.c.h.k.o.Exclusions through and through do
s.Asbestos not apply to damage by fire,lightning or
explosion to premises rented to you or (1)"Bodily injury","property damage"or
temporarily occupied by you with permission of "personal and advertising injury"
the owner.A separate Limit of Insurance arising out of the "asbestos hazard".
applies to this coverage as described in (2)Any damages,judgments,settlements,D.Section -Liability And Medical Expensesloss,costs or expenses that:Limits Of Insurance.
Form SS 00 08 04 05 Page 9 of 24
BUSINESS LIABILITY COVERAGE FORM
2.Applicable To Medical Expenses Coverage e.A trust,you are an insured.Your trustees
are also insureds,but only with respect to We will not pay expenses for "bodily injury":
their duties as trustees.a.Any Insured
2.Each of the following is also an insured:To any insured,except "volunteer workers".
a.Employees And Volunteer Workersb.Hired Person
Your "volunteer workers"only whileTo a person hired to do work for or on behalf
performing duties related to the conduct of of any insured or a tenant of any insured.
your business,or your "employees",other c.Injury On Normally Occupied Premises than either your "executive officers"(if you
To a person injured on that part of are an organization other than a
premises you own or rent that the person partnership,joint venture or limited liability
normally occupies.company)or your managers (if you are a
limited liability company),but only for acts d.Workers'Compensation And Similar
within the scope of their employment by Laws
you or while performing duties related to To a person,whether or not an the conduct of your business."employee"of any insured,if benefits for
However,none of these "employees"or the "bodily injury"are payable or must be
"volunteer workers" are insureds for:provided under a workers'compensation
or disability benefits law or a similar law.(1)"Bodily injury"or "personal and
advertising injury":e.Athletics Activities
(a)To you,to your partners or To a person injured while practicing,
members (if you are a partnership instructing or participating in any physical
or joint venture),to your members exercises or games,sports or athletic
(if you are a limited liability contests.
company),or to a co-"employee"f.Products-Completed Operations Hazard while in the course of his or her
Included with the "products-completed employment or performing duties
operations hazard".related to the conduct of your
business,or to your other g.Business Liability Exclusions
"volunteer workers"while Excluded under Business Liability Coverage.performing duties related to the
C.WHO IS AN INSURED conduct of your business;
1.If you are designated in the Declarations as:(b)To the spouse,child,parent,
brother or sister of that co-a.An individual,you and your spouse are
"employee"or that "volunteer insureds,but only with respect to the
worker"as a consequence of conduct of a business of which you are the
(1)(a)Paragraph above;sole owner.
(c)For which there is any obligation b.A partnership or joint venture,you are an
to share damages with or repay insured.Your members,your partners,and
someone else who must pay their spouses are also insureds,but only with
damages because of the injury respect to the conduct of your business.
(1)(a)described in Paragraphs orc.A limited liability company,you are an (b) above; orinsured.Your members are also insureds,
(d)Arising out of his or her providing but only with respect to the conduct of your
or failing to provide professional business.Your managers are insureds,but
health care services.only with respect to their duties as your
managers.If you are not in the business of
providing professional health cared.An organization other than a partnership,
(d)services,Paragraph does not applyjointventureorlimitedliabilitycompany,you
to any nurse,emergency medicalareaninsured.Your "executive officers"and
technician or paramedic employed bydirectorsareinsureds,but only with respect
you to provide such services.to their duties as your officers or directors.
Your stockholders are also insureds,but only (2)"Property damage" to property:
with respect to their liability as stockholders.(a)Owned,occupied or used by,
Page 10 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
(b)b.Rented to,in the care,custody or Coverage under this provision does not
control of,or over which physical apply to:
control is being exercised for any (1)"Bodily injury"or "property damage"
purpose by you,any of your that occurred;or
"employees","volunteer workers", (2)"Personal and advertising injury" any partner or member (if you are arising out of an offense committedapartnershiporjointventure),or
before you acquired or formed the any member (if you are a limited
organization.liability company).
4.Operator Of Mobile Equipmentb.Real Estate Manager
With respect to "mobile equipment"registered inAny person (other than your "employee"or
your name under any motor vehicle registration"volunteer worker"),or any organization
law,any person is an insured while driving suchwhileacting as your real estate manager.
equipment along a public highway with yourc.Temporary Custodians Of Your
permission.Any other person or organizationProperty
responsible for the conduct of such person is
Any person or organization having proper also an insured,but only with respect to liability
temporary custody of your property if you arising out of the operation of the equipment,and
die,but only:only if no other insurance of any kind is available
(1)With respect to liability arising out of the to that person or organization for this liability.
maintenance or use of that property;and However, no person or organization is an insured
with respect to:(2)Until your legal representative has
been appointed.a."Bodily injury"to a co-"employee"of the
person driving the equipment;ord.Legal Representative If You Die
b."Property damage"to property owned by, Your legal representative if you die,but
rented to,in the charge of or occupied byonlywithrespecttodutiesassuch.That
you or the employer of any person who is representative will have all your rights and
an insured under this provision.duties under this insurance.
5.Operator of Nonowned Watercrafte.Unnamed Subsidiary
With respect to watercraft you do not own that Any subsidiary and subsidiary thereof,of
is less than 51 feet long and is not being used yours which is a legally incorporated entity
to carry persons for a charge, any person is an of which you own a financial interest of
insured while operating such watercraft with more than 50%of the voting stock on the
your permission.Any other person or effective date of this Coverage Part.
organization responsible for the conduct of The insurance afforded herein for any such person is also an insured,but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft,and only if no otherinjuryordamagewithrespecttowhichan insurance of any kind is available to that insured under this insurance is also an person or organization for this liability.insured under another policy or would be
However,no person or organization is an an insured under such policy but for its
insured with respect to:termination or upon the exhaustion of its
limits of insurance.a."Bodily injury"to a co-"employee"of the
person operating the watercraft;or3.Newly Acquired Or Formed Organization
b."Property damage"to property owned by,Any organization you newly acquire or form,
rented to,in the charge of or occupied by other than a partnership,joint venture or
you or the employer of any person who is limited liability company,and over which you
an insured under this provision.maintain financial interest of more than 50%of
the voting stock,will qualify as a Named 6.Additional Insureds When Required By
Insured if there is no other similar insurance Written Contract,Written Agreement Or
available to that organization. However:Permit
a.Coverage under this provision is afforded The person(s)or organization(s)identified in
only until the 180th day after you acquire a.f.Paragraphs through below are additional
or form the organization or the end of the insureds when you have agreed,in a written
policy period, whichever is earlier; and
Form SS 00 08 04 05 Page 11 of 24
BUSINESS LIABILITY COVERAGE FORM
(e)contract,written agreement or because of a Any failure to make such
permit issued by a state or political inspections,adjustments,tests or
subdivision,that such person or organization servicing as the vendor has
be added as an additional insured on your agreed to make or normally
policy,provided the injury or damage occurs undertakes to make in the usual
subsequent to the execution of the contract or course of business,in connection
agreement, or the issuance of the permit.with the distribution or sale of the
products;A person or organization is an additional
(f)Demonstration,installation, insured under this provision only for that
servicing or repair operations, period of time required by the contract,
except such operations performed agreement or permit.
at the vendor's premises in However,no such person or organization is an connection with the sale of the additional insured under this provision if such product;person or organization is included as an
(g)Products which,after distribution additional insured by an endorsement issued
or sale by you,have been labeled by us and made a part of this Coverage Part,
or relabeled or used as a including all persons or organizations added
container,part or ingredient of any as additional insureds under the specific
other thing or substance by or for additional insured coverage grants in Section
the vendor; orF.–Optional Additional Insured Coverages.
(h)"Bodily injury"or "property a.Vendors
damage"arising out of the sole Any person(s)or organization(s)(referred to negligence of the vendor for its below as vendor),but only with respect to own acts or omissions or those of"bodily injury"or "property damage"arising its employees or anyone else out of "your products"which are distributed acting on its behalf. However, thisorsoldintheregularcourseofthevendor's exclusion does not apply to:business and only if this Coverage Part
(i)The exceptions contained in provides coverage for "bodily injury"or
(d)(f)Subparagraphs or ;or"property damage"included within the
(ii)"products-completed operations hazard".Such inspections,adjustments,
tests or servicing as the vendor(1)The insurance afforded to the vendor
has agreed to make or normallyissubjecttothefollowingadditional
undertakes to make in the usualexclusions:
course of business,inThisinsurancedoes not apply to:connection with the distribution
(a)"Bodily injury"or "property or sale of the products.
damage"for which the vendor is (2)This insurance does not apply to anyobligatedtopaydamagesby insured person or organization fromreasonoftheassumptionof whom you have acquired such products,liability in a contract or agreement. or any ingredient,part or container,This exclusion does not apply to entering into,accompanying orliabilityfordamagesthatthe containing such products.vendor would have in the absence
b.Lessors Of Equipmentof the contract or agreement;
(1)Any person or organization from (b)Any express warranty
whom you lease equipment;but only unauthorized by you;
with respect to their liability for "bodily (c)Any physical or chemical change injury","property damage"orintheproductmadeintentionally "personal and advertising injury"by the vendor;caused,in whole or in part,by your
(d)Repackaging,except when maintenance,operation or use of
unpacked solely for the purpose of equipment leased to you by such
inspection,demonstration,testing,person or organization.
or the substitution of parts under
instructions from the manufacturer,
and then repackaged in the
original container;
Page 12 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
(2)e.Permits Issued By State Or Political With respect to the insurance afforded
Subdivisionstotheseadditionalinsureds,this
insurance does not apply to any (1)Any state or political subdivision,but
"occurrence"which takes place after only with respect to operations
you cease to lease that equipment.performed by you or on your behalf for
c.Lessors Of Land Or Premises which the state or political subdivision
has issued a permit.(1)Any person or organization from
(2)whom you lease land or premises,but With respect to the insurance afforded
only with respect to liability arising out to these additional insureds,this
of the ownership,maintenance or use insurance does not apply to:
of that part of the land or premises (a)"Bodily injury","property damage"
leased to you.or "personal and advertising
(2)With respect to the insurance afforded injury"arising out of operations
to these additional insureds,this performed for the state or
insurance does not apply to:municipality; or
(a)(b)Any "occurrence"which takes "Bodily injury"or "property damage"
place after you cease to lease that included within the "products-
land or be a tenant in that completed operations hazard".
premises; or f.Any Other Party
(b)Structural alterations,new (1)Any other person or organization who
construction or demolition a.is not an insured under Paragraphs
operations performed by or on ethrough.above,but only with
behalf of such person or respect to liability for "bodily injury",
organization."property damage"or "personal and
d.Architects, Engineers Or Surveyors advertising injury"caused,in whole or
in part,by your acts or omissions or(1)Any architect,engineer,or surveyor,but
the acts or omissions of those acting only with respect to liability for "bodily
on your behalf:injury","property damage"or "personal
(a)and advertising injury"caused,in whole In the performance of your
or in part,by your acts or omissions or ongoing operations;
the acts or omissions of those acting on (b)In connection with your premises
your behalf:owned by or rented to you;or
(a)In connection with your premises; (c)In connection with "your work" and
or included within the "products-
(b)In the performance of your completed operations hazard",but
ongoing operations performed by only if
you or on your behalf.(i)The written contract or written
(2)With respect to the insurance afforded agreement requires you to
to these additional insureds,the provide such coverage to
following additional exclusion applies:such additional insured;and
(ii)This insurance does not apply to This Coverage Part provides
"bodily injury","property damage"or coverage for "bodily injury"or
"personal and advertising injury" "property damage"included
arising out of the rendering of or the within the "products-
failure to render any professional completed operations hazard".
services by or for you, including:(2)With respect to the insurance afforded
(a)The preparing,approving,or to these additional insureds,this
failure to prepare or approve, insurance does not apply to:
maps,shop drawings,opinions, "Bodily injury","property damage"or
reports,surveys,field orders, "personal and advertising injury"
change orders,designs or arising out of the rendering of,or the
drawings and specifications; or failure to render,any professional
(b)Supervisory,inspection, architectural,engineering or surveying
architectural or engineering services,including:
activities.
Form SS 00 08 04 05 Page 13 of 24
BUSINESS LIABILITY COVERAGE FORM
(a)The preparing,approving,or This General Aggregate limit does not
failure to prepare or approve, apply to "property damage"to premises
maps,shop drawings,opinions, while rented to you or temporarily
reports,surveys,field orders, occupied by you with permission of the
change orders,designs or owner,arising out of fire,lightning or
drawings and specifications; or explosion.
(b)3.Each Occurrence LimitSupervisory,inspection,
architectural or engineering 2.a.2.bSubjecttoor above,whichever
activities.applies,the most we will pay for the sum of all
The limits of insurance that apply to additional damages because of all "bodily injury",
D.insureds are described in Section –Limits "property damage"and medical expenses
Of Insurance.arising out of any one "occurrence"is the
Liability and Medical Expenses Limit shown in How this insurance applies when other
the Declarations.insurance is available to an additional insured
is described in the Other Insurance Condition The most we will pay for all medical expenses
E.in Section – Liability And Medical Expenses because of "bodily injury"sustained by any
General Conditions.one person is the Medical Expenses Limit
shown in the Declarations.No person or organization is an insured with
4.Personal And Advertising Injury Limitrespecttotheconductofanycurrentorpast
partnership,joint venture or limited liability 2.b.Subject to above,the most we will pay for
company that is not shown as a Named Insured in the sum of all damages because of all
the Declarations."personal and advertising injury"sustained by
any one person or organization is the Personal D.LIABILITY AND MEDICAL EXPENSES
and Advertising Injury Limit shown in the LIMITS OF INSURANCE
Declarations.
1.The Most We Will Pay 5.Damage To Premises Rented To You Limit
The Limits of Insurance shown in the The Damage To Premises Rented To You Declarations and the rules below fix the most Limit is the most we will pay under Business we will pay regardless of the number of:Liability Coverage for damages because of
a.Insureds;"property damage"to any one premises,while
b.Claims made or "suits" brought;or rented to you, or in the case of damage by fire,
lightning or explosion,while rented to you or c.Persons or organizations making claims or
temporarily occupied by you with permission of bringing "suits".
the owner. 2.Aggregate Limits
In the case of damage by fire,lightning or The most we will pay for:explosion, the Damage to Premises Rented To
a.Damages because of "bodily injury"and You Limit applies to all damage proximately
"property damage"included in the caused by the same event,whether such
"products-completed operations hazard"is damage results from fire,lightning or explosion
the Products-Completed Operations or any combination of these.
Aggregate Limit shown in the 6.How Limits Apply To Additional InsuredsDeclarations.
The most we will pay on behalf of a person or b.Damages because of all other "bodily organization who is an additional insured injury","property damage"or "personal under this Coverage Part is the lesser of:and advertising injury",including medical
a.The limits of insurance specified in a expenses,is the General Aggregate Limit
written contract,written agreement or shown in the Declarations.
permit issued by a state or political This General Aggregate Limit applies subdivision;orseparatelytoeachofyour"locations"
b.The Limits of Insurance shown in the owned by or rented to you.
Declarations."Location"means premises involving the
Such amount shall be a part of and not in same or connecting lots,or premises
addition to the Limits of Insurance shown in whose connection is interrupted only by a
the Declarations and described in this Section.street,roadway or right-of-way of a
railroad.
Page 14 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
(1)If more than one limit of insurance under this Immediately send us copies of any
policy and any endorsements attached thereto demands,notices,summonses or
applies to any claim or "suit",the most we will pay legal papers received in connection
under this policy and the endorsements is the with the claim or "suit";
single highest limit of liability of all coverages (2)Authorize us to obtain records and
applicable to such claim or "suit".However,this other information;
paragraph does not apply to the Medical Expenses (3)Cooperate with us in the investigation, 3.limit set forth in Paragraph above.settlement of the claim or defense
The Limits of Insurance of this Coverage Part apply against the "suit";and
separately to each consecutive annual period and to (4)Assist us,upon our request,in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations,unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months.In that case,the additional period will be may also apply.deemed part of the last preceding period for purposes d.Obligations At The Insured's Own CostofdeterminingtheLimitsofInsurance.
No insured will,except at that insured's ownE.LIABILITY AND MEDICAL EXPENSES cost,voluntarily make a payment,assume
GENERAL CONDITIONS any obligation,or incur any expense,other
than for first aid,without our consent.1.Bankruptcy
e.Additional Insured's Other InsuranceBankruptcyorinsolvencyoftheinsuredorof
the insured's estate will not relieve us of our If we cover a claim or "suit"under this
obligations under this Coverage Part.Coverage Part that may also be covered
by other insurance available to an 2.Duties In The Event Of Occurrence,
additional insured,such additional insured Offense, Claim Or Suit
must submit such claim or "suit"to the a.Notice Of Occurrence Or Offense other insurer for defense and indemnity.
You or any additional insured must see to However,this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence"or an written contract,written agreement or offense which may result in a claim.To permit that this insurance is primary and the extent possible,notice should include:non-contributory with the additional
(1)How,when and where the "occurrence"insured's own insurance.
or offense took place;f.Knowledge Of An Occurrence,Offense,
(2)The names and addresses of any Claim Or Suit
injured persons and witnesses;and a.b.Paragraphs and apply to you or to
(3)The nature and location of any injury any additional insured only when such
or damage arising out of the "occurrence",offense,claim or "suit"is
"occurrence"or offense.known to:
b.Notice Of Claim (1)You or any additional insured that is
an individual;If a claim is made or "suit"is brought
against any insured,you or any additional (2)Any partner,if you or an additional
insured must:insured is a partnership;
(1)Immediately record the s pecifics of the (3)Any manager,if you or an additional
claim or "suit"and the date received; insured is a limited liability company;
and (4)Any "executive officer"or insurance
(2)Notify us as soon as practicable.manager,if you or an additional
insured is a corporation;You or any additional insured must see to
it that we receive a written notice of the (5)Any trustee,if you or an additional
claim or "suit" as soon as practicable.insured is a trust;or
c.Assistance And Cooperation Of The (6)Any elected or appointed official, if you
Insured or an additional insured is a political
subdivision or public entity.You and any other involved insured must:
Form SS 00 08 04 05 Page 15 of 24
BUSINESS LIABILITY COVERAGE FORM
f.(3)This Paragraph applies separately to We have issued this policy in reliance
you and any additional insured.upon your representations.
3.Financial Responsibility Laws b.Unintentional Failure To Disclose
Hazardsa.When this policy is certified as proof of
financial responsibility for the future under If unintentionally you should fail to disclose
the provisions of any motor vehicle all hazards relating to the conduct of your
financial responsibility law,the insurance business at the inception date of this
provided by the policy for "bodily injury" Coverage Part,we shall not deny any
liability and "property damage"liability will coverage under this Coverage Part
comply with the provisions of the law to because of such failure.
the extent of the coverage and limits of 7.Other Insurance
insurance required by that law.
If other valid and collectible insurance is b.With respect to "mobile equipment"to available for a loss we cover under this which this insurance applies,we will Coverage Part,our obligations are limited as provide any liability,uninsured motorists, follows:underinsured motorists,no-fault or other
a.Primary Insurancecoveragerequiredbyanymotorvehicle
b.law.We will provide the required limits for This insurance is primary except when
those coverages.below applies.If other insurance is also
primary,we will share with all that other 4.Legal Action Against Us
c.insurance by the method described inNopersonororganizationhasarightunder below.this Coverage Form:
b.Excess Insurancea.To join us as a party or otherwise bring us
This insurance is excess over any of the into a "suit"asking for damages from an
other insurance,whether primary,excess, insured;or
contingent or on any other basis:b.To sue us on this Coverage Form unless
(1)Your Workallofitstermshavebeenfullycomplied
with.That is Fire,Extended Coverage,
Builder's Risk,Installation Risk or A person or organization may sue us to recover
similar coverage for "your work";on an agreed settlement or on a final judgment
against an insured;but we will not be liable for (2)Premises Rented To You
damages that are not payable under the terms of That is fire,lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance.An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner;liability signed by us,the insured and the
(3)Tenant Liabilityclaimantortheclaimant's legal representative.
That is insurance purchased by you to 5.Separation Of Insureds
cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage"to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you in this policy to the first Named Insured,this with permission of the owner;insurance applies:
(4)Aircraft,Auto Or Watercrafta.As if each Named Insured were the only
If the loss arises out of the maintenanceNamed Insured;and
or use of aircraft, "autos" or watercraft tob.Separately to each insured against whom g.the extent not subject to Exclusion ofaclaimismadeor "suit"is brought.A.Section –Coverages.
6.Representations (5)Property Damage To Borrowed
a.When You Accept This Policy Equipment Or Use Of Elevators
By accepting this policy,you agree:If the loss arises out of "property
damage"to borrowed equipment or (1)The statements in the Declarations
the use of elevators to the extent not are accurate and complete;
k.A.subject to Exclusion of Section –(2)Those statements are based upon
Coverages.representations you made to us; and
Page 16 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
(6)When You Are Added As An When this insurance is excess over other
Additional Insured To Other insurance,we will pay only our share of
Insurance the amount of the loss,if any,that
exceeds the sum of:That is other insurance available to
(1)you covering liability for damages The total amount that all such other
arising out of the premises or insurance would pay for the loss in the
operations,or products and completed absence of this insurance;and
operations,for which you have been (2)The total of all deductible and self-
added as an additional insured by that insured amounts under all that other
insurance;or insurance.
(7)When You Add Others As An We will share the remaining loss,if any, with
Additional Insured To This any other insurance that is not described in
Insurance this Excess Insurance provision and was not
That is other insurance available to an bought specifically to apply in excess of the
additional insured.Limits of Insurance shown in the
Declarations of this Coverage Part.However,the following provisions
c.Method Of Sharingapplytootherinsuranceavailableto
any person or organization who is an If all the other insurance permits
additional insured under this Coverage contribution by equal shares, we will follow
Part:this method also.Under this approach,
(a)Primary Insurance When each insurer contributes equal amounts
Required By Contract until it has paid its applicable limit of
insurance or none of the loss remains, This insurance is primary if you
whichever comes first.have agreed in a written contract,
written agreement or permit that If any of the other insurance does not permit
this insurance be primary.If other contribution by equal shares,we will
insurance is also primary,we will contribute by limits.Under this method,each
share with all that other insurance insurer’s share is based on the ratio of its
c.by the method described in applicable limit of insurance to the total
below.applicable limits of insurance of all insurers.
(b)Primary And Non-Contributory 8.Transfer Of Rights Of Recovery Against
To Other Insurance When Others To Us
Required By Contract a.Transfer Of Rights Of Recovery
If you have agreed in a written If the insured has rights to recover all or
contract,written agreement or part of any payment,including
permit that this insurance is Supplementary Payments,we have made
primary and non-contributory with under this Coverage Part,those rights are
the additional insured's own transferred to us.The insured must do
insurance,this insurance is nothing after loss to impair them.At our
primary and we will not seek request,the insured will bring "suit"or
contribution from that other transfer those rights to us and help us
insurance.enforce them.This condition does not
(a)(b)Paragraphs and do not apply to apply to Medical Expenses Coverage.
other insurance to which the additional b.Waiver Of Rights Of Recovery (Waiver
insured has been added as an Of Subrogation)
additional insured.If the insured has waived any rights of
When this insurance is excess,we will recovery against any person or
have no duty under this Coverage Part to organization for all or part of any payment,
defend the insured against any "suit" if any including Supplementary Payments,we
other insurer has a duty to defend the have made under this Coverage Part,we
insured against that "suit".If no other also waive that right,provided the insured
insurer defends,we will undertake to do waived their rights of recovery against
so,but we will be entitled to the insured's such person or organization in a contract,
rights against all those other insurers.agreement or permit that was executed
prior to the injury or damage.
Form SS 00 08 04 05 Page 17 of 24
BUSINESS LIABILITY COVERAGE FORM
3.Additional Insured -Grantor Of FranchiseF.OPTIONAL ADDITIONAL INSURED
C.WHO IS AN INSURED under Section isCOVERAGES
amended to include as an additional insured If listed or shown as applicable in the Declarations,the person(s)or organization(s)shown in the one or more of the following Optional Additional Declarations as an Additional Insured -Insured Coverages also apply. When any of these Grantor Of Franchise,but only with respect to Optional Additional Insured Coverages apply, their liability as grantor of franchise to you.6.Paragraph (Additional Insureds When Required
4.Additional Insured -Lessor Of LeasedbyWrittenContract,Written Agreement or Permit)
EquipmentC.of Section ,Who Is An Insured,does not apply
to the person or organization shown in the a.C.WHO IS AN INSURED under Section is
Declarations.These coverages are subject to the amended to include as an additional
terms and conditions applicable to Business insured the person(s)or organization(s)
Liability Coverage in this policy,except as shown in the Declarations as an Additional
provided below:Insured –Lessor of Leased Equipment,
but only with respect to liability for "bodily 1.Additional Insured -Designated Person Or
injury","property damage"or "personal Organization
and advertising injury"caused,in whole or C.WHO IS AN INSURED under Section is in part,by your maintenance,operation oramendedtoincludeasanadditionalinsured use of equipment leased to you by such the person(s)or organization(s)shown in the person(s)or organization(s).Declarations,but only with respect to liability
b.With respect to the insurance afforded to for "bodily injury","property damage"or
these additional insureds,this insurance "personal and advertising injury"caused,in
does not apply to any "occurrence"which whole or in part,by your acts or omissions or
takes place after you cease to lease that the acts or omissions of those acting on your
equipment.behalf:
5.Additional Insured -Owners Or Other a.In the performance of your ongoing
Interests From Whom Land Has Been operations; or
Leasedb.In connection with your premises owned
a.C. WHO IS AN INSURED under Section is by or rented to you.
amended to include as an additional 2.Additional Insured -Managers Or Lessors
insured the person(s)or organization(s) Of Premises
shown in the Declarations as an Additional
a.C.WHO IS AN INSURED under Section is Insured – Owners Or Other Interests From
amended to include as an additional insured Whom Land Has Been Leased,but only
the person(s) or organization(s)shown in the with respect to liability arising out of the
Declarations as an Additional Insured -ownership, maintenance or use of that part
Designated Person Or Organization;but only of the land leased to you and shown in the
with respect to liability arising out of the Declarations.
ownership,maintenance or use of that part of b.With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds,the following Declarations.additional exclusions apply:
b.With respect to the insurance afforded to This insurance does not apply to:these additional insureds,the following
(1)Any "occurrence"that takes place additional exclusions apply:
after you cease to lease that land;orThisinsurancedoes not apply to:
(2)Structural alterations,new (1)Any "occurrence"which takes place construction or demolition operations after you cease to be a tenant in that performed by or on behalf of such premises; or person or organization.
(2)Structural alterations,new 6.Additional Insured -State Or Politicalconstructionordemolitionoperations Subdivision –Permitsperformedbyoronbehalfofsuch
a.C.WHO IS AN INSURED under Section ispersonor organization.
amended to include as an additional
insured the state or political subdivision
shown in the Declarations as an Additional
Page 18 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
(e)Insured –State Or Political Subdivision -Any failure to make such
Permits,but only with respect to inspections,adjustments,tests or
operations performed by you or on your servicing as the vendor has agreed
behalf for which the state or political to make or normally undertakes to
subdivision has issued a permit.make in the usual course of
business,in connection with theb.With respect to the insurance afforded to
distribution or sale of the products;these additional insureds,the following
(f)Demonstration,installation, additional exclusions apply:
servicing or repair operations, This insurance does not apply to:
except such operations performed (1)"Bodily injury","property damage"or at the vendor's premises in
"personal and advertising injury" connection with the sale of the
arising out of operations performed for product;
the state or municipality;or
(g)Products which,after distribution (2)"Bodily injury"or "property damage" or sale by you,have been labeled
included in the "product-completed or relabeled or used as a
operations"hazard.container,part or ingredient of any
7.Additional Insured –Vendors other thing or substance by or for
the vendor; ora.C.WHO IS AN INSURED under Section is
amended to include as an additional (h)"Bodily injury"or "property
insured the person(s)or organization(s) damage"arising out of the sole
(referred to below as vendor)shown in the negligence of the vendor for its
Declarations as an Additional Insured -own acts or omissions or those of
Vendor,but only with respect to "bodily its employees or anyone else
injury"or "property damage"arising out of acting on its behalf. However, this
"your products"which are distributed or exclusion does not apply to:
sold in the regular course of the vendor's (i)The exceptions contained in
business and only if this Coverage Part (d)(f)Subparagraphs or ;or
provides coverage for "bodily injury"or
(ii)Such inspections, "property damage"included within the
adjustments,tests or servicing "products-completed operations hazard".
as the vendor has agreed to
b.The insurance afforded to the vendor is make or normally undertakes
subject to the following additional exclusions:to make in the usual course of
(1)This insurance does not apply to:business,in connection with
the distribution or sale of the (a)"Bodily injury"or "property
products.damage"for which the vendor is
obligated to pay damages by (2)This insurance does not apply to any
reason of the assumption of insured person or organization from
liability in a contract or agreement. whom you have acquired such
This exclusion does not apply to products,or any ingredient,part or
liability for damages that the container,entering into,
vendor would have in the absence accompanying or containing such
of the contract or agreement;products.
(b)Any express warranty 8.Additional Insured –Controlling Interest
unauthorized by you;C.WHO IS AN INSURED under Section is
(c)Any physical or chemical change amended to include as an additional insured
in the product made intentionally the person(s)or organization(s)shown in the
by the vendor;Declarations as an Additional Insured –
Controlling Interest,but only with respect to (d)Repackaging,unless unpacked
their liability arising out of:solely for the purpose of inspection,
demonstration,testing,or the a.Their financial control of you;or
substitution of parts under b.Premises they own,maintain or control
instructions from the manufacturer,while you lease or occupy these premises.
and then repackaged in the original
container;
Form SS 00 08 04 05 Page 19 of 24
BUSINESS LIABILITY COVERAGE FORM
This insurance does not apply to structural The limits of insurance that apply to additional
D.alterations,new construction and demolition insureds are described in Section –Limits Of
operations performed by or for that person or Insurance.
organization.How this insurance applies when other insurance
9.Additional Insured –Owners,Lessees Or is available to an additional insured is described in
Contractors –Scheduled Person Or E.the Other Insurance Condition in Section –
Organization Liability And Medical Expenses General
Conditions.a.C. WHO IS AN INSURED under Section is
amended to include as an additional G.LIABILITY AND MEDICAL EXPENSES
insured the person(s)or organization(s) DEFINITIONSshown in the Declarations as an Additional
1."Advertisement"means the widespread public Insured –Owner,Lessees Or Contractors,
dissemination of information or images that but only with respect to liability for "bodily
has the purpose of inducing the sale of goods, injury","property damage"or "personal
products or services through:and advertising injury"caused,in whole or
in part,by your acts or omissions or the a. (1)Radio;
acts or omissions of those acting on your (2)Television;
behalf:(3)Billboard;
(1)In the performance of your ongoing (4)Magazine;operations for the additional
(5)Newspaper;insured(s);or
b.The Internet,but only that part of a web (2)In connection with "your work"
site that is about goods,products or performed for that additional insured
services for the purposes of inducing the and included within the "products-
sale of goods, products or services; orcompletedoperationshazard",but
c.Any other publication that is given only if this Coverage Part provides
widespread public distribution.coverage for "bodily injury"or
"property damage"included within the However, "advertisement"does not include:
"products-completed operations a.The design,printed material,information hazard".or images contained in,on or upon the
b.With respect to the insurance afforded to packaging or labeling of any goods or
these additional insureds,this insurance products;or
does not apply to "bodily injury","property b.An interactive conversation between ordamage"or "personal an advertising among persons through a computer network.injury"arising out of the rendering of,or
2."Advertising idea"means any idea for an the failure to render,any professional
"advertisement".architectural,engineering or surveying
services,including:3."Asbestos hazard"means an exposure or
threat of exposure to the actual or alleged(1)The preparing,approving,or failure to
properties of asbestos and includes the mere prepare or approve,maps,shop
presence of asbestos in any form.drawings,opinions,reports,surveys,
field orders, change orders, designs or 4."Auto"means a land motor vehicle,trailer or
drawings and specifications; or semi-trailer designed for travel on public
roads,including any attached machinery or (2)Supervisory,inspection,architectural
equipment.But "auto"does not include or engineering activities.
"mobile equipment".10.Additional Insured –Co-Owner Of Insured
5."Bodily injury" means physical:Premises
a.Injury;C.WHO IS AN INSURED under Section is
amended to include as an additional insured b.Sickness; or
the person(s)or Organization(s)shown in the c.DiseaseDeclarationsasanAdditionalInsured–Co-
sustained by a person and,if arising out of the Owner Of Insured Premises,but only with
above, mental anguish or death at any time.respect to their liability as co-owner of the
premises shown in the Declarations.6."Coverage territory"means:
Page 20 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
a.b.The United States of America (including its You have failed to fulfill the terms of a
territories and possessions),Puerto Rico contract or agreement;
and Canada;if such property can be restored to use by:
b.International waters or airspace, but only if a.The repair,replacement,adjustment or
the injury or damage occurs in the course removal of "your product"or "your work";
of travel or transportation between any or
a.places included in above;b.Your fulfilling the terms of the contract or
c.All other parts of the world if the injury or agreement.
damage arises out of:12."Insured contract"means:
(1)Goods or products made or sold by you a.A contract for a lease of premises. a.in the territory described in above;However,that portion of the contract for a
(2)The activities of a person whose home lease of premises that indemnifies any
aisintheterritorydescribedin. person or organization for damage by fire,
above,but is away for a short time on lightning or explosion to premises while
your business; or rented to you or temporarily occupied by
(3)"Personal and advertising injury" you with permission of the owner is
offenses that take place through the subject to the Damage To Premises
Internet or similar electronic means of Rented To You limit described in Section
D.communication –Liability and Medical Expenses Limits
of Insurance.provided the insured's responsibility to pay
b.damages is determined in the United States of A sidetrack agreement;
America (including its territories and c.Any easement or license agreement,
possessions),Puerto Rico or Canada,in a including an easement or license
"suit"on the merits according to the agreement in connection with construction
substantive law in such territory,or in a or demolition operations on or within 50
settlement we agree to.feet of a railroad;
7."Electronic data"means information,facts or d.Any obligation,as required by ordinance,
programs:to indemnify a municipality,except in
a.Stored as or on;connection with work for a municipality;
b.Created or used on; or e.An elevator maintenance agreement; or
c.Transmitted to or from f.That part of any other contract or
agreement pertaining to your business computer software,including systems and
(including an indemnification of a applications software,hard or floppy disks,
municipality in connection with work CD-ROMS,tapes,drives,cells,data
performed for a municipality)under whichprocessingdevicesoranyothermediawhich
you assume the tort liability of another are used with electronically controlled
party to pay for "bodily injury"or "property equipment.
damage"to a third person or organization, 8."Employee"includes a "leased worker". provided the "bodily injury"or "property "Employee"does not include a "temporary damage"is caused,in whole or in part,by worker".you or by those acting on your behalf.
9."Executive officer"means a person holding Tort liability means a liability that would be
any of the officer positions created by your imposed by law in the absence of any
charter,constitution,by-laws or any other contract or agreement.
similar governing document.f.Paragraph includes that part of any
10."Hostile fire"means one which becomes contract or agreement that indemnifies a
uncontrollable or breaks out from where it was railroad for "bodily injury"or "property
intended to be.damage"arising out of construction or
demolition operations within 50 feet of any 11."Impaired property"means tangible property,
railroad property and affecting any railroad other than "your product"or "your work",that
bridge or trestle,tracks,road-beds,tunnel, cannot be used or is less useful because:
underpass or crossing.a.It incorporates "your product"or "your work"
f.However,Paragraph does not include that is known or thought to be defective,
that part of any contract or agreement:deficient,inadequate or dangerous;or
Form SS 00 08 04 05 Page 21 of 24
BUSINESS LIABILITY COVERAGE FORM
(1)(1)That indemnifies an architect, Power cranes,shovels,loaders,
engineer or surveyor for injury or diggers or drills; or
damage arising out of:(2)Road construction or resurfacing
(a)Preparing,approving or failing to equipment such as graders,scrapers
prepare or approve maps,shop or rollers;
drawings,opinions,reports, e.a.b.c.d.Vehicles not described in ,,,or
surveys,field orders,change above that are not self-propelled and are
orders,designs or drawings and maintained primarily to provide mobility to
specifications;or permanently attached equipment of the
(b)Giving directions or instructions, following types:
or failing to give them,if that is the (1)Air compressors,pumps and
primary cause of the injury or generators,including spraying,
damage;or welding,building cleaning,
(2)Under which the insured,if an geophysical exploration,lighting and
architect,engineer or surveyor, well servicing equipment;or
assumes liability for an injury or (2)Cherry pickers and similar devices
damage arising out of the insured's used to raise or lower workers;
rendering or failure to render f.a.b.c.d.Vehicles not described in ,,,orprofessionalservices,including those above maintained primarily for purposes (1)listed in above and supervisory, other than the transportation of persons orinspection,architectural or cargo.engineering activities.
However,self-propelled vehicles with the13."Leased worker"means a person leased to following types of permanently attached you by a labor leasing firm under an equipment are not "mobile equipment"but agreement between you and the labor leasing will be considered "autos":firm, to perform duties related to the conduct of
(1)Equipment,of at least 1,000 pounds your business."Leased worker"does not
gross vehicle weight,designedincludea "temporary worker".
primarily for:14."Loading or unloading"means the handling of
(a)Snow removal;property:
(b)Road maintenance,but not a.After it is moved from the place where it is
construction or resurfacing;oracceptedformovementintoorontoan
aircraft,watercraft or "auto";(c)Street cleaning;
b.While it is in or on an aircraft, watercraft or (2)Cherry pickers and similar devices
"auto";or mounted on automobile or truck
chassis and used to raise or lower c.While it is being moved from an aircraft,
workers; andwatercraftor"auto"to the place where it is
finally delivered;(3)Air compressors,pumps and
generators,including spraying, but "loading or unloading"does not include the
welding,building cleaning, movement of property by means of a mechanical
geophysical exploration,lighting and device,other than a hand truck,that is not
well servicing equipment.attached to the aircraft,watercraft or "auto".
16."Occurrence"means an accident,including15."Mobile equipment" means any of the following
continuous or repeated exposure to substantiallytypesoflandvehicles,including any attached
the same general harmful conditions.machinery or equipment:
17."Personal and advertising injury" means injury, a.Bulldozers,farm machinery,forklifts and
including consequential "bodily injury",arising other vehicles designed for use principally
out of one or more of the following offenses:off public roads;
a.False arrest, detention or imprisonment;b.Vehicles maintained for use solely on or
next to premises you own or rent;b.Malicious prosecution;
c.Vehicles that travel on crawler treads;
d.Vehicles,whether self-propelled or not,on
which are permanently mounted:
Page 22 of 24 Form SS 00 08 04 05
BUSINESS LIABILITY COVERAGE FORM
c.The wrongful eviction from,wrongful entry Work that may need service,maintenance,
into,or invasion of the right of private correction,repair or replacement,but
occupancy of a room,dwelling or which is otherwise complete,will be
premises that the person occupies, treated as completed.
committed by or on behalf of its owner, The "bodily injury"or "property damage"
landlord or lessor;must occur away from premises you own
d.Oral,written or electronic publication of or rent,unless your business includes the
material that slanders or libels a person or selling,handling or distribution of "your
organization or disparages a person's or product"for consumption on premises you
organization's goods, products or services;own or rent.
e.b.Oral,written or electronic publication of Does not include "bodily injury"or
material that violates a person's right of "property damage" arising out of:
privacy;(1)The transportation of property,unless
f.Copying,in your "advertisement",a the injury or damage arises out of a
person’s or organization’s "advertising condition in or on a vehicle not owned
idea" or style of "advertisement";or operated by you,and that condition
was created by the "loading org.Infringement of copyright, slogan, or title of
unloading"of that vehicle by any any literary or artistic work,in your
insured;or"advertisement"; or
(2)The existence of tools,uninstalled h.Discrimination or humiliation that results in
equipment or abandoned or unusedinjurytothefeelingsorreputationofa
materials.natural person.
20."Property damage" means:18."Pollutants"means any solid,liquid,gaseous or
thermal irritant or contaminant,including smoke,a.Physical injury to tangible property,
vapor,soot,fumes,acids,alkalis,chemicals and including all resulting loss of use of that
waste.Waste includes materials to be recycled,property.All such loss of use shall be
reconditioned or reclaimed.deemed to occur at the time of the
physical injury that caused it; or19."Products-completed operations hazard";
b.Loss of use of tangible property that is not a.Includes all "bodily injury"and "property
physically injured.All such loss of use damage"occurring away from premises
shall be deemed to occur at the time of you own or rent and arising out of "your
"occurrence"that caused it.product" or "your work"except:
As used in this definition,"electronic data"is (1)Products that are still in your physical
not tangible property.possession;or
21."Suit"means a civil proceeding in which(2)Work that has not yet been completed
damages because of "bodily injury","property or abandoned.However,"your work"
damage"or "personal and advertising injury" will be deemed to be completed at the
to which this insurance applies are alleged. earliest of the following times:
"Suit"includes:(a)When all of the work called for in
a.An arbitration proceeding in which such your contract has been completed.
damages are claimed and to which the (b)When all of the work to be done at insured must submit or does submit withthejobsitehasbeencompletedif our consent; oryourcontractcallsforworkat
b.Any other alternative dispute resolution more than one job site.
proceeding in which such damages are (c)When that part of the work done at claimed and to which the insured submits a job site has been put to its with our consent.intended use by any person or
22."Temporary worker"means a person who is organization other than another
furnished to you to substitute for a permanentcontractororsubcontractor
"employee"on leave or to meet seasonal or working on the same project.
short-term workload conditions.
23."Volunteer worker" means a person who:
a.Is not your "employee";
Form SS 00 08 04 05 Page 23 of 24
BUSINESS LIABILITY COVERAGE FORM
b.(2)Donates his or her work;The providing of or failure to provide
warnings or instructions.c.Acts at the direction of and within the
c.scope of duties determined by you;and Does not include vending machines or
d.Is not paid a fee,salary or other other property rented to or located for the
compensation by you or anyone else for use of others but not sold.
their work performed for you.25."Your work":
24."Your product":a.Means:
a.Means:(1)Work or operations performed by you
(1)Any goods or products,other than real or on your behalf;and
property, manufactured, sold, handled, (2)Materials,parts or equipment
distributed or disposed of by:furnished in connection with such work
(a)You;or operations.
(b)b.Others trading under your name; Includes:
or (1)Warranties or representations made at
(c)A person or organization whose any time with respect to the fitness,
business or assets you have quality,durability,performance or use
acquired;and of "your work";and
(2)(2)Containers (other than vehicles), The providing of or failure to provide
materials,parts or equipment warnings or instructions.
furnished in connection with such
goods or products.
b.Includes:
(1)Warranties or representations made at
any time with respect to the fitness,
quality,durability,performance or use
of "your product"; and
Page 24 of 24 Form SS 00 08 04 05
Third Amendment to Citizen Communications,
dba Recyclist SaaS
Final Audit Report 2022-08-29
Created:2022-08-18
By:City of Cupertino (webmaster@cupertino.org)
Status:Signed
Transaction ID:CBJCHBCAABAAYCepiqF1zDMog6ahLO0oYhiyaB2qjwsw
"Third Amendment to Citizen Communications, dba Recyclist Sa
aS" History
Document created by City of Cupertino (webmaster@cupertino.org)
2022-08-18 - 6:04:28 PM GMT- IP address: 35.229.54.2
Document emailed to Marilyn Pavlov (marilynp@cupertino.org) for approval
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Document approved by Marilyn Pavlov (marilynp@cupertino.org)
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Document emailed to Michael Woo (michaelw@cupertino.org) for approval
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City of Cupertino (webmaster@cupertino.org) added Araceli Alejandre (aracelia@cupertino.org) as an alternate
for Michael Woo (michaelw@cupertino.org)
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Document emailed to emily@recyclist.co for signature
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Signer emily@recyclist.co entered name at signing as Emily Coven
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Document e-signed by Emily Coven (emily@recyclist.co)
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Email viewed by christopherj@cupertino.org
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Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen
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Document e-signed by Christopher D. Jensen (christopherj@cupertino.org)
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Document emailed to Bill Mitchell (billm@cupertino.org) for signature
2022-08-26 - 4:56:29 PM GMT
City of Cupertino (webmaster@cupertino.org) added Teri Gerhardt (terig@cupertino.org) as an alternate for Bill
Mitchell (billm@cupertino.org)
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Document emailed to Teri Gerhardt (terig@cupertino.org) for signature
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Document e-signed by Kirsten Squarcia (kirstens@cupertino.org)
Signature Date: 2022-08-29 - 9:16:39 PM GMT - Time Source: server- IP address: 69.110.137.176
Agreement completed.
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