Loading...
HomeMy WebLinkAboutLien on Me, Inc. - 2021-11-01 (PasEyy- Aa5-EA/ City of Huntington Beach File #: 21-739 MEETING DATE: 10/5/2021 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Oliver Chi, City Manager PREPARED BY: Brittany Mello, Deputy Director of Administrative Services Subject: Approve and authorize execution of three-year Professional Services Contracts for Workers' Compensation managed care services with Lien on Me. Inc., for Bill Review, and Arissa Cost Strategies. LLC, for Utilization Review; and authorize a two-year contract extension with Acclamation Insurance Management Services (AIMS) to serve as the Third-Party Administrator of the City's Workers' Compensation Program Statement of Issue: The City of Huntington Beach issued a Request for Proposals (RFP) for Managed Care Services in support of the administration of its self-insured Workers' Compensation program. Staff recommends awarding three-year, fixed-fee contracts to the most responsive bidders for each program: Lien on Me for Medical Bill Review services, and Arissa Cost Strategies for Utilization Review services. Additionally, staff recommends a two-year contract extension with the City's current third-party administrator of Workers' Compensation program, Acclamation Insurance Management Services (AIMS). Financial Impact: These services will be funded out of the Workers' Compensation Internal Services Fund (551 ). The proposed contract with Lien On Me is for an amount not to exceed $525,000 for a three-year period. The proposed contract with Arissa Cost Strategies is for an amount not to exceed $300,000 for a three-year period. For the prior contract period from 2018 - 2021 , AIMS provided a three-year flat rate of $446.691 per year. The proposed two-year contract extension for 2021 - 2023 is for $460.091 per year, a modest 3% increase. The Funds for Fiscal Year (FY) 2021/22 have been included in the approved budget. No additional appropriation is required. Recommended Action: 1 Approve and authorize the Mayor and City Clerk to execute "Professional Services Contract Between the City of Huntington Beach and Lien on Me Inc., for Medical Bill Review Services." in an amount not to exceed $5251000.00 for the three-year period and, B) Approve and authorize the Mayor and City Clerk to execute, "Professional Services Contract Between the City of Huntington Beach and Arissa Cost Strategies, LLC, for Utilization Review Dty of Huntington Beach Page 1 of 3 Pnnted on 9'292021 . . .. 67. .-_ . File #: 21-739 MEETING DATE: 10/5/2021 Services of City's Workers' Compensation Claims." in an amount not to exceed $300,000.00 for the three-year period: and, C) Approve and authorize the Mayor and City Clerk to execute, "Amendment No. 1 to Professional Services Contract Between the City of Huntington Beach and Acclamation Insurance Management Services (AIMS) for Workers' Compensation Third Party Administration," in an amount not to exceed $920.182 00 for the two-year period. Alternative Action(s): Do not authorize the proposed contracts and direct staff accordingly This action could result in delays and increased expenses administering the City s Workers' Compensation program until new contracts are approved. Analysis: The City of Huntington Beach is required by law to provide Workers Compensation benefits to employees who are injured or become ill in the course and scope of their employment. In order to achieve operational efficiencies. the City partners with a third-party administrator to administer its Workers Compensation program. The City also contracts out for ancillary managed care services, including medical bill review, utilization review. and pharmacy management. In June 2021 , the City of Huntington Beach issued a Request for Proposals (RFP) regarding these managed care services. The City's intent via the RFP process was to evaluate and select the best qualified respondents for each service. The proposals were evaluated and scored against the criteria listed in the RFP by a panel of subject matter experts, including the City of Huntington Beach Risk Manager. City of Anaheim Workers' Compensation Claims Manager, El Monte Union High School District Director of Risk Management and Safety. Genex Services Managed Care Consultant, and Director of Medical Services, MSA Settlements. Based on this initial scoring, the panel then interviewed the nine qualified respondents for Bill Review and seven qualified respondents for Utilization Review. Lien on Me received the highest evaluation score for Medical Bill Review services. Lien on Me is the Bill Review incumbent, and the City has been satisfied with their services. Over the last three years, their services have resulted in significant cost savings, estimated at S200,000 per year. Additionally, Lien on Me slightly decreased their pricing to remain competitive. The proposed three-year contract is estimated at S175,000 per year. Arissa Cost Strategies received the highest evaluation score for Utilization Review services. Arissa Cost Strategies is the Utilization Review incumbent, and the City has been satisfied with their services. Over the past three years, their services have resulted in significant cost savings, estimated at S69,000 per year. Arissa Cost Strategies also decreased their pricing to remain competitive. The proposed three-year contract is estimated at 5100,000 per year. On December 17, 2018, the City Council approved a three-year contract with AIMS for third-party administration of the City's Workers' Compensation program in the amount of $1 ,340,073, following a competitive RFP process. Staff recommends a two-year contract extension at a flat rate of $460,091 per year to provide claims administration and coordination of the ancillary managed care services, in City of Huntington Beach Page 2 of 3 Pnnted on 9/292021 1,1%Le;s?,,1 " File #: 21-739 MEETING DATE: 10/5/2021 order to achieve cost savings. Staff recommends the City Council award Professional Services Contracts to Lien On Me and Arissa Cost Strategies, and extend the contract with AIMS for continued coordination of the City's Workers' Compensation program and ancillary services, and authorize the City Manager to execute the agreements in a form approved by the City Attorney. Environmental Status: Not applicable. Strategic Plan Goal: Non Applicable - Administrative Item Attachment(§): 1. Professional Services Contract with Lien on Me, Inc. 2. Professional Services Contract with Arissa Cost Strategies, LLC 3. Amendment No. 1 to the Professional Services Contract with Acclamation Insurance Management Services (AIMS) 4. Professional Services Contract with AIMS 5. Professional Service Award Analysis City of Huntington Beach Page 3 of 3 Printed on 929f2021 nowerec49 Legistar" PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTING'TON BEACH AND LIEN ON ME, INC. FOR MEDICAL BILL REVIEW SERVICES THIS AGREEMENT ("Agreement') is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and LIED' ON ME, INC.. hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide Medical Bill Review Services of the City's Workers' Compensation Claims; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW; THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Goldie Galstjan who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 265787P I-10260 1 of 12 3. TERM: TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on November 1, 2021 (the "Commencement Date")?� This Agreement shall # �d)�;t el,~ d rry Q.rt b"tiS', -26 2/. automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than 3 years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to he shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date,CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Five Hundred Twenty Five Thousand Dollars ($525,000.00). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 265797/21.10260 2of12 7. DISPOSITION OF PLANS. ESTIMATES AND 0-1.1-IER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices. calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. 1-101-D HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and Volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind OF nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. 13. Exclusion of Damages. Notwithstanding any term of this Agreement, in no event will either Party be liable to the other Party for special, indirect, incidental, exemplary, consequential (including but not limited to loss of profits) or punitive damages arising from the 265787PI-10260 3of12 relationship of the Parties or the conduct of business under this Agreement. even if the responsible Partv has been advised of in advance or has foreseen the possibility of'such damages. C. CONSULTANT is not an insurer or Healthcare Provider. CONSULTANT PRO CARE RX services intended as an aid to. and not a substitute for, the knowledge, expertise, skill and judgment of prescribers, pharmacies, or other healthcare professionals. Pharmacies. prescribers, other healthcare professionals, the CITY's employees are individually responsible for acting or not acting upon information generated and transmitted by CONSULTANT, and CONSULTANT does not control or intervene in the healthcare of'Claimants. Plan decisions.. or actions taken by pharmacies. Prescribers, other healthcare professionals, CITY. or Claimants, and CONSULTANT is not responsible therefor. CONSULTANT'S services are intended to assist CITY in their decision making process. including any CITY decisions made with respect to coverage and bcnelits related to such coverage for Claimants. However, CITY shall be solely responsible for coverage and benefit related decisions made for Claimants. and CONSULTANT shall have no liability or responsibility for CITY's use of information provided by CONSULTANT and used in CITY's coverage based decisions for Claimants. 9. PROFESSIONAL, LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT'S professional liability in an amount not less than One I4illion Dollars (S1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY. however an insurance policy "deductible" of Ten Thousand Dollars (S10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: 265787PI-10260 4 of' 12 A. The police retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated For anv reason. CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. IfCONSULTANf tails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof' that insurance has been procured and is in force and paid for, the CITY" shall have the right, at the CITY's election. to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CER'1lI-ICAIIi OF INSURANCE- Prior to commencing performance of the work hereunder, CONSULTANT shall Furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the lbregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; B. state that the policy is currently in force: and 265787R1-10260 5of12 C. shall promise that such police shall not be suspended. voided or canceled by either part%, reduced in coverage or in limits except after thirty(30)days' prior written notice. however, ten(10)days' prior written notice in the event of cancellation for nonpayment of'premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense, hold harmless and indemnification obligations as set firth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner. the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is. and shall be. acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense. and be responsible for any and all payment of all taxes. social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGIZEENl NT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause. and whether or not the PROJECT is filly complete. Any termination of this Agreement by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided 265787ei-io260 6of12 herein. In the event of termination. all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it b% CONSULTANT. 13. ASSIGNMENT AND DEL FGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of' the California Government Code. 15. NOTICES Anv notices. certificates. or other communications hereunder shall be given either by personal delivery to CONS U I-TANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant, or by enclosing the same in a scaled envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications- will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: 265737n1-10260 7of12 TO CITY: TO CONSULTANT: City of Funtington Beach LIMN ON NIL. INC. ATTN: Human Resources Director AT-IN: Goldie Galstjan 2000 Main Street 13.0. Box 91630 Huntington Beach, CA 92648 Pasadena, CA 91 109 16. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 17. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 18. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of'reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 19, INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent 2657s7M-10260 8of12 upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the contest so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between anv provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract; then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 20. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 21. 1IMNIIGR.ATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 22. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of' any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to HunthWton Beach Ciry Charier Section 309, the City Attorney is the exclusive legal counsel for 265737R I-10260 9 of 12 CITY: and CITY shall not be liable for payment of any legal services expenses incurred by C0N'SU LTA Nf. 23. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof. each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 24. SURVIVAL Terms and conditions of this Agreement. which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 25. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 26. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY Dully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 27. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements. promises, agreements or warranties, oral or otherwise. 265787r_i-102e0 10 of 12 have been made by that party or anyone acting on that party's behalf which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on anv representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits. contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 28. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. 265787f21-10260 11 of- 12 CONSULTANT, LIEN ON ME CITY OF HU INGTON BEACH, a municipal /^ p )) II corpor .o State o lifornia By: G`o /CX t e GQ l STiQ V1 W tnarne QQ� ITS: (circle one Chairm residentfVice President City Clerk /D i212/ AND INITIATED AND APPROVED: [ 6 . Y ZZ& By: • P S / In Director of Administrator Services print name VIEWED ROVED: ITS: (circle one) Secretary hie(Financial Offcer sst. Secrctar) -Treasurer City Manager APPROVED M: City Attorney 265787121•10260 12 of 12 EXHIBIT "A" A. STATEMENT Or WORK: (Narrative of work to be performed) Reduce the total cost of Workers' Compensation medical bills through a combination of' rules based technology, clinical expertise, fee schedules; and reasonable and customary rates through the integration of a proprietary PTO network and bill review service. CONSULTANT will engage their skilled and trained individuals to read and comprehend medical reports, operative reports, ICD-9 diagnosis and other applicable documents to determine if the level of service billed is appropriate and consistent with the level of service provided to the injured worker. 13. CONSULTANT'S DUTIES AND RESPONSIBILITIES: CONSULTANT'S duties and responsibilities shall follow provisions specified in the City of Huntington Beach Scope of Work shown in Exhibit Al. Detailed services shall include but is not limited to the Scope of work in Exhibit A.I. C. CITY'S DUTIES AND RESPONSIBILITIES: Citv shall collaborate with CONSULTANT to promote compliance with Scope of'Work requirements: foster a high level of connnunication. trust. transparency. and commitment which is imperative to the success of the program. D. WORK PROGRAM/PROJECT SCHEDULE: Work program is required per the Scope of Services as requested by the CITY. EXHIBIT A.l MEDICAL 131LL REVIEW • The consultant shall demonstrate the ability to review medical bills for compliance with the California Official Medical Fee Schedule (OMFS) and agree to review and process properly coded medical bills within five (5) business days of receipt of the bill. The consultant will demonstrate the ability to maximize savings through the application of PPO and/or Pharmacy Benefit Management (PBM) programs. • The consultant's bill review platform shall accurately evaluate and reduce provider charges in compliance with the California ON1FS and have the capability to integrate PPO networks for additional reductions. The use of specific PPO networks will be solely Lip to the discretion of the City. Additionally, consultant shalt have the capability to appiv other bill review methods such as direct negotiations when approved by the Citv, when the 0IMFS is not applicable. • Consultant must have the ability to integrate UR determinations into bill review software so payments are recommended for authorized medical services only. • The consultant must agree not to charge the City for the identification of any duplicate bills nor charge more than one time for any bill that has been reviewed. • A knowledgeable bill review expert witness must be made available to defend bill review activities at the Workers' Compensation Appeals Board (\VCAB) conferences and hearings at the Consultant's expense. The consultant shall comply with all Independent Bill Review (IB) statutes and regulations and provide robust IBR appeal services at no additional cost to the City. Robust IBR appeals services shall include, but not be limited to. prompt preparation of the litigation appeal file upon notice of appeal, and presentation of the appeal file to the City within seven (7) calendar days of the due date of the response. if necessary. • The consultant shall meet specific reporting and information requirements as set forth in the California Workers' Compensation Information System (\VCIS) regulations. The consultant is responsible for submitting required data elements for all medical services for which a billing or other report of provided medical services has been received for review. The consultant shalt submit the data within ninety (90) days of the medical bill review payment by electronic data interchange (EDI) in the manner set forth by the California EDI Implementation Guide for Medical Bill Payment Records. The consultant is responsible for submitting data elements omitted or made in error in order to submit complete, valid and accurate data on behalf of the City. The consultant is responsible for completion and submission of mandatory annual reports with required data elements as set forth in the WCIS regulations. • In accordance with Labor Code Section 4603.4. the consultant must create a process to accept electronic claims for payment of medical services. EXHIBIT "13" Payment Schedule (Fixed Pee Payment) SEE EXH1131T 13.1 — FIXED FEE PAYMENT SCHEDULE I. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. 2. Delivery of work product: A copy of every memorandum. letter. report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product. CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement: I3) Describe the services performed. C) Show the total amount of the payment due: D) Include a certification by a principal member of CONSULTANf's firm that the work has been performed in accordance with the provisions of this Agreement: and G) For all payments include an estimate of-the percentage of work completed. Upon submission of any such invoice. if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement. CITY shall approve the invoice. in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice. CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance. or until this Agreement has expired or is terminated as provided herein. d. An_y billinss for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above. and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested. and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of'such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. EXHIBIT B.1 Medical Bill Review Pricing MEDICAL BILL REVIEW Rate Fee Schedule (per bill $ 6.00 Flat Fee per bill $ 6.00 Full pay or pass-through invoices $ 4.00 Non- Network/ Non-Fee Schedule Fees - % of Savings $ 8% (cap at $5k FPO Network Bills - % of Savings (Name each $ (% of individual network below and their individual % of savings) savings). Anthem Blue Cross 22% Prime Flealth 18% FlealthSmart 18% MultiPlan 18% Paradigm 18% Hospital hi-Patient Fees S 200.00 Hospital Out-Patient Fees $ 150.00 Duplicates $ No Charge Reconsiderations S No Char ,e Pharmacv Bills $ 6.00 Expert Witness S No Charge �� - - Pry INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST 1 . Requested by: Risk Management 2. Date: March 31, 2021 3. Name of contractor/permittee: Lien on Me 4. Description of work to be performed: Provide Workers' Compensation medical bill review services. 5. Value and length of contract: $525,000, 3 Years 6. Waiver/modification request: $15,000 deductible for Professional Liability 7. Reason for request and why it should be granted: Unable to meet our requirements 8. Identify the risks to the City in approving this waiver/modification: Low 41 -I A D partment Head Signature Date: APPROVALS A-,1rovals must be ebtained in the orenr lis;cd on this form Tv:•, app-^vnls arr required for a request to be granted. Approval from the City Administrator's Office is only required it Risk Management and the City Attorney's W ce disagree. 1. Ris Management Approved ❑ Denied 0d4 3-3 _ SignIature Date 2. City Attorney's Office ❑ Approved ❑ Denied 7-�( Signatu Date 3. City Manager's Office ❑ Approved ❑ Denied Signature Date If approved, the completed waiver/modification request is to be submitted to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Human Resources Waiver Form 3/312021 2:18:00 PM ACOR ® CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDOrY11'YI `� 1 7/14/2021 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 have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Lorena Fahl Andreini 8 Company-Oxnard PHONE FAX 500 Esplanade Drive, Suite 900 _1BlC.tln..EXt1 805-981-6250 Luc Not:650-378-4361 Oxnard CA 93036 E-MAILADOR�ss, Ifahl@andreini.com INSURERS)AFFORDING COVERAGE I NAICN INSURER A:Sentinel Insurance Company Ltd I 11000 INSURED LIENO-I INSURER B: Peleus Insurance Company 1 34118 Lien On Me, Inc. Janet Jacobs INsuRERc: Employers Preferred Ins Co 1 10346 PO Box 91630 INSURER D Pasadena CA 91109 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:277241760 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTRI POLICY EXP TYPE OF INSURANCE INSO MDUBRI POLICY NUMBER MMIODY EFF I MMIDOIYYYY LIMITS A X I COMMERCIAL GENERAL LIABILITY Y 57SBAAG7645 811512021 8/15/2022 EACH OCCURRENCE $2.000,000 AMA Ni CIALNIS-MADE ElOCCUR PRE'.IISES IEe o¢urzonwl_ $1 OOL,000 MEO EXP(Any me 2Mcr) I tt S 10,000 PERSONAL 8 AOV INJURY S 2,000.000 GENT AGGREGATE LLVJT APPLIES PER: GENERAL AGGREGATE i54,000,000 POLICY 'Ho JECT LOC PRODUCTS-COMPIOP AGG S4,000,000 nTHEH: ::GI.,:IINI a - enr,:un Ris ANY AUTO BODILY INJURY(Per poon) �S OWNED SCHEDULED ''�j AUTOS ONLY qX HIRED AUTOS BODILY INJURY(Paromdtt�BS I�AUTOS ONLY AUTOS StONLo iPRoOOP�ERd—T`�OA:.wGE $ Is A UMBRELLA LIAR X OCCUR I 57SAAG7645 8/15/2021 8115/2022 `EACH OCCURRENCE s1.000,000 EXCESS LIAB CLAIMS l AGGREGATE S 1,000,000 ` OEO I X I RETENTIONS n S C WORKERS COMPENSATION EIG476554900 6/12021 61112022 X PEft OTH AND EMPLOYERS'LIABILITY I STATUTE ER N OFFIC RIMEMBEREXIIUDED1 CUTrvE ❑ NIA F..L.EACH ACCIDENT 31,000,000 OFFICEWMEMBEREXCLUDEO� (Mandatory In NH) E.L.DISEASE-EA EMPLOYE[ S 1,000,000 If y desmoo OF O DESCRIPTION OF OPERATIONS allow E.L.DISEASE-POLICY UNIT S 1,000,000 e Pro!avipwl LmIwICY E042076093 112112121 3/25/2022 A00repa:e 2.000.000 Pmmc/Cmcoge Pxr Clan 2.000.000 Por Clan Den 15.000 DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES(ACORD 101.Additional Remarks School may he attached it more space is raqulrad) City of Huntington Beach,its officers,elected or appointed officials,employees, agents and volunteers are induced as additional insured per the business liability coverage form VSS0008 04/05 attached to this policy per the signed Contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Human Resources/ Risk Management AUTHORIZED REPRESENTATIVE 2000 Main Street Huntington Beach CA 92648 k I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DATE IM WIVYYYI A`�kd CERTIFICATE OF LIABILITY INSURANCE 312712021 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(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsemen s). PRODUCER NONTACT - AME: Lorene Fahl Andreini & Company-Oxnard PHCRE —- I" 500 Esplanade Dnve, Suite 900 EMAIL Fri$05-981-6250 &c.No:650-3784361 Oxnard CA 93036 AODRE9$_ Ifahl@andremi.com INSURERIJ51_0110RDD COVERAGE_- MAIL6 _ RISIMIERA: Sentinel Insurance Company Ltd 11000 INSURED --_--- --- LIENO' MamRERe:TechnologyInsurance Co. Inc_. 1237E Lien On Me, Inc. elsimeRc, Pelouc Insurance CD 34110 Janet Jacobs - PO Box 91630 NMMIEND: .-----_--_-- -- Pasadena CA 91109 POOMM E: OMUMFI — COVERAGES CERTIFICATE NUMBER:1153173744 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IILTRRi TY►EOFIWUPAMCE am I wvo POLICY NUISM LOM A X COMMERCIAL GENERAL LAe1LITY Y 57SBAAG7545SC G152020 BI152021 EACHOCCURRENCE f2.000,000 CLAMS-MADE �M OCCUR PREMISES f2.000,0DO MED EXP(Any ore f 10,000 PERSONAL E ADV INJURY f 2,000.000 GEAEL AGGREGATE pMpIT�APPLIES PER. GENERAL AGGREGATE f4,ODO.DDO POLICY❑JEpCT LOC PRODUCTS-COMPOP AGO f0 000.D00 OTHER: It A AUTOMO 1LEtlABLErY 57SBAAG7645SC 8115/2020 W152021 &NED SINGLE LINIIT 51000D00 AW AuTn BODILY INII)RY IPerP ,,i f AUTOS ONLY AUTOS eU01LtIWURY IHr Au+Wrnl f X NCNIOWINE AUTOSONLY X AUTO D PRDPERfY E f _ s A X LIISRELLALIM X OCCUR 575BAAG71i45 811W020 6/152021 EACHOCCURRENCE $1,000.000 EXCEN I" CLAM841ADE AGGREGATE 51.000.0011 DIED I X I RETENTION in rwre, f B 11q KMCOMPOMT1OM TWIC3881756 8112020 d12021 X AND EMPLOYEW LIABILITY A 7 Y ANWROPNETORrPARTNEWEXECUTRIE ❑ MIA E.L.EACH ACCIDENT $1.000,000 OFFlCERMEAIlEREXCLUDEDI (Mendiii M M1) EL.DISEASE-EA EMPLOYE f 1,000,000_ II vM Fiip rioN OF O DE S:;RiF rION OF OPERATONB bebR E.L DISFASE�POLICY WIT f1000000 .; PrPrewrJ LwfM E042117BOD3 31252021 325,= Per 2,000.000 PIY7rY Carerep k CINnI D. 113. 2000,000 000 DESCRIPTION OFOPERATIONS;LOCATICAIS VEHICLES IACORD101,Aa t.on Ref ,SchsduWmryMame IfmorespA IsreyuEMI City of Huntington Beach its officers, elected or appointed officials, employees, agents and volunteers are included as additional insured per the business liability coverage form#SS0008 04105 attached to this policy per the signed contract CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. Attn. Human Resources/ Risk Management AUTHORIZED REPRESENTATIVE 2000 Main Street ` Huntington Beach CA 92646 1 .r, 1986-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016,03) The ACORD name and logo are registered marks of ACORD a QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension-Supplementary Payments 2 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. Bankruptcy 15 2. Duties In The Event Of Occurrence,Offense,Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds t6 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 A BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights,duties and what is and is not covered. Throughout this policy the words you" and "your' refer to the Named Insured shown in the Declarations. The words "we","us'and"our'refer to the stock insurance company member of The Hartford providing this insurance. The word insured"means any person or organization qualifying as such under Section C.-Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G.- Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury' or 'property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL 'occurrence" that takes place in the AND ADVERTISING INJURY) coverage territory'; Insuring Agreement (b) The 'bodily injury or "property damage" 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 listed under Paragraph 1. of Section advertising injury" to which ich this insurance 'property damage' 'personal andd C. — Who Is An Insured and no applies. We will have the right and duty to "employee'authorized by you to giveor receive notice of an 'occurrence* defend the insured against any "suit" or claim,knew that the'bodily injury" seeking those damages. However, will or 'property damage'had occurred, have duty to defend the insured against in whole or in part If such a listed any "suit" seeking damages for 'bodily insured or authorized "em Io ee" injury", "property damage" or "personal and p y advertising injury" to which this insurance knew, prior to the policy period, that does not apply, the 'bodily injury' or "property pp y 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 (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To 'personal and advertising injury' Of Insurance;and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory' insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. 'Bodily injury" or "property damage"will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform ads or services is covered unless insured listed under Paragraph 1.of Section explicitly provided for under Coverage C. — Who Is An Insured or any"employee" Extension-Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an'occurrence"or claim: (1) To 'bodily Injury' and 'property (1) Reports all, or any part, of the 'bodily damage'only if: injury' or 'property damage' to us or any other insurer; Form SS 00 00 04 05 Page 1 of 24 0 2005,The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the'bodily fault. These payments will tat exceed the injury'or'property damage";or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury or "property damage' has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of'bodily injury" include (2) 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 be deemed to be caused by an against an insured we defend: 'occurrence', but only if: (1) All expenses we Incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services;and any vehicle to which Business Liability Coverage for bodily injury applies. We business or occupation of providing (b) You are not engaged the do not have to furnish these bonds. such services. (3) The cost of appeal bonds or bonds to (2) For the purpose of determining the release attachments, but only for bond amounts within the applicable limit of limits of insurance for incidental medical malpractice, any act or omission insurance. We do not have to furnish these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one"occurrence". investigation or defense of the claim or 2. MEDICAL EXPENSES "suit", Including actual loss of earnings 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 (2) On ways next to premises you own or we pay. If we make an offer to pay the rent;or applicable limit of insurance,we will not (3) Because of your operations; pay any prejudgment interest based on provided that: that period of time after the offer. (1) The accident takes place in the (7) All interest on the full amount of any ' Cerrito judgment that accrues after entry of the coverage g territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. 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 (1) The "suit* against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that Is an'insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for 'bodily assumed by the insured; injury" and "property damage'and will (3) The obligation to defend,or the cost of not reduce the Limits of Insurance. the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same"insured contract'; and necessary litigation expenses as (4) The allegations in the 'suit' and the Supplementary Payments ends when: information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements;or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph(6)above,are no longer met us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit"and agree that we can assign the 1. Applicable To Business Liability Coverage same counsel to defend the insured This insurance does not apply to: and the indemnitee;and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury' or "property damage" (a) Agrees In writing to: expected or intended from the (i) Cooperate with us in the standpoint of the insured. This investigation, settlement or exclusion does not apply to 'bodily defense of the'suit'; Injury' or "property damage" resulting from the use of reasonable force to (it) Immediately send us copies of protect persons or property;or any demands, notices,summonses or legal papers (2) 'Personal and advertising injury arising received in connection with out of an offense committed by, at the the•suit% direction of or with the consent or 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 "Bodilyinjury'or"property damage;or respect to coordinating other ( ) nj N' p pertY g applicable Insurance available (2) "Personal and advertising injury' to the indemnitee;and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: •suit•; and (a) 'Bodily injury,'property damage*or (ii) Conduct and control the 'personal and advertising injury that defense of the indemnitee in the insured would have in the such"suit'. absence of the contract or agreement;or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury"or"property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insureds business,or that is an "insured contract', (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee' as a "property damage" occurs consequence of(1)above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract, reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage' This excursion 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 parry's defense I. Pollution has also been assumed in the same"insured contract",and (1) "Bodily injury', "property damage' or (ii) Such attorneys' fees and "personal and advertising injury" 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 altemative dispute of"pollutants": resolution proceeding in which damages to which this .(a) At or from any premises, site or insurance applies are alleged. location which is or was at any time owned or occupied by, 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 contdbuting to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol;or cool or dehumidfy the building, (3) Any statute, ordinance or regulation or equipment that is used to relating to the sale, gift, distribution or heat water for personal use, by use of alcoholic beverages. the building's occupants or their This exclusion applies only if guests; ppl' y ' you are in the business of manufacturing, distributing, (ii) 'Bodily injury' or "property selling, serving or furnishing alcoholic damage for which you may be beverages held liable, if you are a d. Workers' Compensation And Similar contractor and the owner or lessee of such premises,site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and 'Bodily injury'to: such premises, site or location (1) An "employee' of the Insured arising is not and never was owned or out of and in the course of: occupied by, or rented or 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 (tii) 'Bodily injury" or 'property released as part of the damage' arising out of heat, operations being performed smoke or fumes from a by such insured,contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) 'Bodily injury or 'property location which is or was at any damage' sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contactor or subcontractor;or as waste by or for: (iii) "Bodily injury' or "property (I) Any insured;or damage' arising out of heat, (II) Any person or organization for smoke or fumes from a whom you may he legally "hostile fire";or responsible; (e) Al or from any premises, site or location on which arry insured or any to(d) from any premises, site or contractors or subcontractors any contractors or subcontractors location contractors which any insured or working directly or indirectly on any working directly or indirectly insured's behalf are performing op behalf are operations if the operations are to any insure test for, monitor, dean up, remove, performing operations if the location contain, treat, detoxily or neutralize, "pollutants" are brought a or to or in any way respond to or assess the premises, site ion in the effects of,'pollutants'. connection with succhh operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request,demand,order or statutory (I) 'Bodily injury' or 'property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or dean up, remove, contain, treat, other operating fluids which are detoxify or neutralize,or in any way needed to perform the normal respond to,or assess the effects of, electrical, hydraulic or "pollutants";or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for 'mobile equipment"or its parts, damages because of testing for, if such fuels,lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating,detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants'. 'bodily injury' or 'property 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 'Bodily injury" or 'property damage' arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, 'auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes 1. War operation and"loading or unloading'. 'Bodily injury", 'property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused,arising,directly or indrectly,out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence' which (2) Warlike action by a military force, caused the "bodily Injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto' or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents;or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by (1) A watercraft while ashore on premises governmental authority in hindering or defending against any of these. you own or rent; j. (2) A watercraft you do not own that is: Professional Services (a) Less than 51 feet long; and "Bodily injury", "property damage" or 'personal and advertising injury' arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Packing an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the 'auto' is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or fairing to (4) Liability assumed under any 'insured prepare or approve maps, stop contract' for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) 'Bodily injury' or "property damage' (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of 'mobile nursing services treatment, advice or equipment';or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired,chartered or loaned treatment,advice or instruction; with a paid crew. However, this exception does not apply if the insured (6) Any service, treatment, advice or has any other insurance for such"bodily instruction for the purpose of injury" or "property damage', whether appearance or skin enhancement, hair the other insurance is primary, excess, removal or replacement or personal contingent or on any other basis. grooming; h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, 'Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment" products or hearing aid devices; by an 'auto" owned or operated by or rented or loaned to any insured;or Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to 'property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitfing,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises,rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To a Premises Rented To You as described in ( ) Body piercing g (not including ear piercing); Section D.-Limits Of Insurance. b Paragraph (2) of this exclusion does not ( ) Tattooing, including but not limited apply if the premises are your work' and to the insertion of pigments into or under the skin;and were never occupied, rented or held for rental by you. (c) Similar services; Paragraphs(3)and(4)of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs(3)and(4)of this exclusion do Paragraphs(4)and(5)of this exclusion do not apply to "property damage' to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e.in Section A.-Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to"property damage"included in the 'Property damage'to: "productscompleted operations hazard". (1) Property you own, rent or occupy, 1. Damage To Your Product including any costs or expenses "Property damage" to 'your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and Included in the prevention of injury to a person or "products-completed operations hazard'. damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon,If the"property damage"arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; 'Property damage- to -impaired property' 5 or property that has not been physically ( ) That particular part real property on injured,arising out of: which you or anyy contractors or subcontractors working directly or (1) A defect, deficiency, inadequacy or Indirectly on your behalf are performing dangerous condition in 'your product' operations, if the 'property damage' or"your work";or arises out of those operations;or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 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: expense incurred by you or others for the (a) 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 produce; (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 apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of 'personal and from use by any person or organization advertising injury" In Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of This exclusion, p. Personal And Advertising Injury placing an "advertisement' for or 'Personal and advertising injury': linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business of advertising, broadcasting, publication of material, if done or at publishing or telecasting; the direction of the insuredd with knowledge of its falsity: (9) Arising out of an electronic chat room (2) Arising out of oral,written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed anther's name or product in your e-mail by or at the direction of the insured; address, domain name or melatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, anther's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" In your prising right of rn y "advertisement; privacy created b any slate 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 quality or insured would have in the absence of performance madea in your advertisement"; such state or federal acL (6) Arising out of the wrong description of (12) Arising out of: the price of goods,products or services; (a) An "advertisement' for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web she. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images;or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site;or a trademark, trade name, service (11) The presenlationorfunctionality mark or other designation of origin of an 'advertisement" or other or authenticity;or content on your web she; Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities;or persons or property which would (15) Arising out of discrimination or not have occurred in whole or In humiliation committed by or at the part but for the'asbestos hazard'; direction of any 'executive officer, (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or Electronic Data others lest for, monitor, clean up, 9 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, 'Bodily injury' or"personal and advertising monitoring, cleaning up, removing, injury'to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any ( 'way responding to or assessing the a) Refusal to employ that person; effects of an'asbeslos hazard'. (b) Termination of that person's t. Violation Of Statutes That Govern E- employmenl;or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation. 'Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person;or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act(TCPA), including any amendment consequence of "bodily injury" or of or addition to such law, 'personal and advertising injury"to the person at whom any of the (2) The CAN-SPAM Act ot2003, Including employment-related practices any amendment of or addition to such described in Paragraphs(a),(b),or(c) law;or above is directed. (3) Any statute, ordinance or regulation. This exclusion applies: other than the TCPA or CAN-SPAM Act 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. Exclusions c. through h. and k.through o. do s. Asbestos not apply to damage by fire, lightning or (1) 'Bodily injury", "property damage' or explosion to premises rented to you or 'personal and advertising injury' temporarily occupied by you with permission of arising out of the*asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss,costs or expenses that Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury': are also insureds, but only with respect to a. Any Insured their duties as trustees. To any insured,except"volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your 'volunteer workers' only while of any insured or a tenant of any insured. performing duties related to the conduct of 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 d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee' of any insured, if benefits for the conduct of your business. the 'bodily injury' are payable or must be However, none of these 'employees" or provided under a workers' compensation "volunteer workers"are insureds for: or disability benefits law or a similar law. (1) 'Bodily injury" or 'personal and e. Athletics Activities advertising injury': To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" 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 g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. 'volunteer workers" . while 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, a. An Individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker' as a consequence of sole owner. Paragraph(1)(a)above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members,your partners, and to share damages with or repay their spouses are also insureds,but only with someone else who must pay respect to the conduct of your business. damages because of the injury C. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b)above;or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. 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) Rented to, in the care, custody or b. 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", any partner or member (if you are (2) "Personal and advertising Injury' a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person(other than your'employee'or With respect to 'mobile equipment registered in 'volunteer worker"). or any organization your name under any motor vehicle registration while acting as your real estate manager. law,any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization Any person or organization having proper responsible for the conduct of such person is temporary custody of your property if you also an insured, but only with respect to liability 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 (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative if You Die person driving the equipment;or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge,any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective dale of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured,but only with as a named insured does not apply to respect to liability arising out of the operation Injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an insurance of any kind is available to that insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-'employee' of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage' to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. 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 Paragraphs a. through f. 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 contract, written agreement or because of a (a) Any failure to make such permit issued by a stale 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 A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization Is an at the vendors premises in additional insured under this provision if such connection with the sale of the person or organization is included as an product; additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor;or a. Vendors (h) 'Bodily injury" or "property Any person(s)or organization(s) (referred to damage' arising out of the sole below as vendor), but only with respect to negligence of the vendor for its 'bothN injury' or 'property damage" arising own acts or omissions or those of out of "your products' which are distributed its employees or anyone else acting on its behalf. However,this or sold the regular course of the vendors exclusion does not apply to: business and only if This Coverage Part provides coverage for 'bodily injury" or (i) The exceptions contained in 'property damage' included within the Subparagraphs(d)or(f);or 'produciscompleted operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not a course of business, in apply to: connection with the distribution (a) "Bodily injury" or 'property or sale of the products. damage" for which the vendor is (y) This insurance does not apply to obligated to pay damages by pp y any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such products, This exclusion does not apply to or any Ingredient, pad or container, liability for damages that the entering into, accompanying or vendor would have in the absence containing such products. of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change with respect to their liability for 'bodily in the product made intentionally injury', 'property damage' or by the vendor; 'personal and advertising injury' 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) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions Insurance does not apply to any "occurrence' which takes place after (1) Any state or political subdivision, but 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 slate or political subdivision (1) Any person or organization from has issued a permit, whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) 'Bodily injury', 'property damage" leased to you. or 'personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the stale or insurance does not apply to: municipality;or (a) Any 'occurrence' which takes (b) 'Bodily injury"or"property damage' place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard'. premises;or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for 'bodily injury', organization, 'property damage' or 'personal and d. Architects,Engineers Or Surveyors advertising injury' caused,in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury', 'property damage' or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf.. owned by or rented to you;or (a) In connection with your premises; (c) In connection with"your work'and or included within the "products- (b) In the performance of your completed operations hazard', but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the Insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured;and This insurance does not apply to (ii) This Coverage Part provides 'bodily injury', 'property damage' or coverage for *bodil y y 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) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b 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', insureds are described In Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one 'occurrence' is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. 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 g injury sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the 1. The Most We Will Pay Declarations. The Limits of Insurance shown in the 5. Damage To Premises Rented To You Limit Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business 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, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing'suits*. temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or 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 Declarations. 6. How Limits APPY I To Additional Insureds b. Damages because of all other 'bodily The most we will pay on behalf of a person or injury', "property damage' or 'personal organization who is an additional insured and advertising injury', including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit Issued by a state or political separately to each of your "locations" subdivision;or owned by or rented to you. b. The Limits of Insurance shown in the 'Location' means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is Interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of 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,limit set forth in Paragraph 3.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 an remaining (4) Assist us, upon our request, in the y g period the than 12 months,starting enforcement of any right against any Decthe beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended after issuance for an additional period of less than 12 liable to the insured because of injury months. In that case, the additional period will be or damage to which this insurance deemed part of the last preceding period for purposes may also apply. of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consenL Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or 'suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties in The Event Of Occurrence, by other insurance available to an Offense,Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or 'suit' to the You or any additional insured must see to other insurer for defense and indemnity. it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence' or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible,notice should include: permit that this insurance is primary and 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 Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the 'occurrence', offense, claim or 'suit" is "occurrence'or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional Insured must: Insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit' and the date received; insured is a limited liability company; and (4) Any "executive officer' or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, If you or an additional claim or"suit"as soon as practicable. insured is a trust;or c. Assistance And Cooperation Of The (6) Any elected or appointed official.If you Insured or an additional insured is a political You and any other involved insured must: subdivision or public amity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards 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 T. Otherinsurance insurance required by that law. If other valid and collectible insurance is b. With respect u 'mobile equipment"we to available for a loss we cover under this which this insurance applies, of will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b, those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a 'suit' asking for damages from an This insurance is excess over any of the insured;or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for'your work'; 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 explosion this insurance or that are in excess of the g g or ex p applicable fimil of insurance. An agreed Insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner, claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned 'property damage" to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner, a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured;and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft,"autos"orwatercrraft to a claim is made or"suit"is brought. the extent not subject to Exclusion g. of Section A.—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 (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us;and Coverages. 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 That is other insurance available to exceeds the sum of: you covering liability for damages (1) 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 shah: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 However, the following provisions Declarations of this Coverage Part. apply to other insurance available to C. Method Of Sharing 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 Pat this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract unlit it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. 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 by the method described in c. 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 permit that this insurance is part of any payment, including primary and non-contributory with Supplementary Payments,those have made under this Coverage Part, those rights are the additional Insured's own transferred to us. The insured must do insurance, (his insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bdng "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a)and(b)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. When this insurance is excess, we will If the Insured has waived any rights of 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 'suir. 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 insureds 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 F. OPTIONAL ADDITIONAL INSURED 3. Additional insured-Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C.is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for"bodily Organization injury', 'property damage' or 'personal WHO IS AN INSURED under Section C. is and advertising injury"caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s)or organization(s). for 'bodily injury', "property damage" or b. With respect to the insurance afforded to "personal and advertising injury' caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence' which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations;or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C.is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organizations) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured—Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown in the with respect to liability arising 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 the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following b. With respect to the insurance afforded to additional exclusions apply: these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any *occurrence" that takes place This insurance does not apply to: after you cease to lease that land;or (1) Any "occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises;or performed by or on behalf of such (2) Structural alterations, new person or organization. construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision—Permits person or organization. a. WHO IS AN INSURED under Section C.is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — Slate Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make In the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed "personal and advertising injury' at the vendors premises in arising out of operations performed for connection with the sale of the the state or municipality;or product; (2) 'Bodily injury' or "property damage" (g) Products which, after distributionor sale b included in the 'product-completed Y you, have been labeled or relabeled or used as a operations'hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C.is the vendor;or amended to include as an additional (h) 'Bodily injury" or "property insured the person(s) or organization(s) damage' arising out of the sole (referred to below as vendor)shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury' or "property damage" arising out of acting on Its behalf. However,this 'your products' which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (I) The exceptions contained in business and only if this Coverage Part provides coverage for 'bodily Injury" or Subparagraphs(d)or(f);or "property damage" included within the (II) Such inspections, "products-completed operations hazard". adjustments, tests or servicing 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 (a) "Bodily injury' or 'property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired 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; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s)shown in the by the vendor, Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only vnth respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you;or substitution of parts under 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 alterations, new construction and demolition insureds are described In Section D. — 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 the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured —Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury', 'property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury' caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (1) In the performance of your ongoing (3) Billboard; operations for the additional (4) Magazine; insured(s);or (5) Newspaper; (2) In connection with 'your work' b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods,products or services;or only if this Coverage Part provides c. Any other publication that is given coverage for 'bodily injury" or widespread public distribution. "property damage' included within the However, 'advertisement"does not include: 'products-completed operations hazard'. a. The design, printed material, information 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 damage" or "personal an advertising b. An interactive conversation between or injury" arising out of the rendering of, or among persons through a computer network the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying 'advertisement". services,including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. 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 (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto' does not include 10. Additional Insured — Co-Owner Of Insured 'mobile equipment". Premises 5. "Bodily injury"means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness;or the person(s) or Organization(s) shown in the c, Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above,mental anguish or death at any time. premises shown in the Declarations. 6. 'Coverage territory"means: Page 20 of 24 Form SS 00 08 04 OS BUSINESS LIABILITY COVERAGE FORM a. The United Slates of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace,but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of 'your product' or "your work'; of travel or transportation between any or places included in a.above; 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 e; you a. A contract for a lease of r in the territory described in a.above; premises. However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a, 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 communication D.—Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and 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. feel of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on;or e. An elevator maintenance agreement;or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for"bodily injury"or 'property B. "Employee" includes a "leased worker'. damage" to a third person or organization, "Employee" does not include a 'temporary provided the "bodily injury' or "property worker". damage" is caused, in whole or in part, by 9. 'Executive officer" means a you or by those acting on your behalf. 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. Paragraph f. 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 11. "Impaired property' means tangible property, demolition operations within 50 feet of any other than "your product' or 'your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds,tunnel, a. It incorporates"your product' or'your work" underpass or crossing. that is known or thought to be defective, However. Paragraph f. does not Include deficient,inadequate or dangerous;or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) 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. Vehicles not described in a., b., c., or d. 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 equipmenl;or assumes liability for an injury or damage arising out of the insured's (2) Cherry pickers and similar devices used to raise or lower workers; rendering or failure to render professional services, including those I. Vehicles not described in a., b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes inspection, architectural or other than the transportation of persons or engineering activities. cargo. 13. "Leased worker' means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment- but firm,to perform duties related to the conduct of will be considered'autos"; your business. 'Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker'. gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement Into or onto an construction or resurfacing;or 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 C. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or"auto" to the place where it is workers;and finally delivered; (3) Air compressors, pumps and but 'loading or unloading" does not include the generators, Including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or'auto'. well servicing equipment 15. 'Mobile equipment'means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury means injury, other vehicles designed for use principally including consequential "bodify Injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest,detention or imprisonment; 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. Oral, written or electronic publication of b. Does not include 'bodily injury' or material that violates a person's right of 'property damage'arising out of: privacy; f. Copying, in your "advertisement', a (1) The transportation of property, unless 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 g. Infringement of copyright,slogan, or title of was created by the 'loading or any literary or artistic work, in your unloading" of that vehicle by any 'advertisement'; or insured;or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials. 18. 'Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means: 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 19. "Products-completed operations hazard"; physical injury that caused it;or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage' occurring away from premises physically Injured. All such loss of use you own or rent and arising out of 'your shall be deemed to occur at the time of product"or"your work"except: "occurrence'that caused it. (1) Products that are still in your physical As used in this definition, 'electronic data" is possession;or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work' damages because of "bodily injury", "property will be deemed to be completed at the damage' or 'personal and advertising injury' earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in 'Suit"includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent;or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the Insured submits intended use by any person or with our consent. organization other than another 22, 'Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. 'Volunteer worker"means a person who: a. Is not your"employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or faihue to provide c. Acts at the direction of and within the warnings or Instructions. scope of duties determined by you;and C. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. 'Your work 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) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired;and of"your work';and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of'your product";and Page 24 of 24 Form SS 00 08 04 05 Bill Review - Proposals Submitted June 2021 Arissa — Kathy Torres, (714)726-4999 Careworks— Robert Weinberger, (949)683-7975 Diamond Bill Review—Pete Stephens, (615)925-0685 EK Health — Ken Wilson, (877)861-1595 Innovative Claim Strategies—Carlos Navarro, (732)425-1066 Lien On Me—Goldie Galstjan, (626)665-6693 Medata— David Neubert, (949)929-3299 Mitchell—Mitch Freeman, (904)476-4821 ProCare RX—Mike McQuilken, (813)951-0922 134 City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 ♦ wv ryv.huntingtonbeachca.gov Office of the City Clerk Robin Estanislau, City Clerk October 12, 2021 LIEN ON ME, INC. Attn: Goldie Galstjan P.O. Box 91630 Pasadena, CA 91109 Dear Ms. Galstjan: Enclosed is a fully executed copy of the "Professional Services Contract between the City of Huntington Beach and LIEN ON ME, INC. for Medical Bill Review Services" approved by the Huntington Beach City Council on October 5, 2021. Sincerely, 9,4�a4� Robin Estanislau, CIVIC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan • Waitakere, New Zealand