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Production Partners Chemical Company, Incorporated, Doing Business as Primo Nosh Chefs LLC - 2018-12-15
LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND PRODUCTION PARTNERS CHEMICAL COMPANY, INCORPORATED, DOING BUSINESS AS PRIMO NOSH CHEFS LLC, LLC FOR OPERATION OF A FOOD CONCESSION AT THE HUNTINGTON BEACH CIVIC CENTER COMPLEX TI4IS LICENSE- AGREEMENT (the "Agreement') is made and entered into by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ("City") or ('Licensor") and PRIMO NOSH CHEFS LLC. ("Operator") or ('Licensee") collectively (the "Parties"). WHEREAS, City wishes to provide for the management of certain real property (the "Property"), described as a food concession cafe space for the sole purpose of operating a food concession at the lower level of the Huntington Beach Civic Center Complex, located at 2000 Main Street, Huntington Beach, California. The term "Premises" as used in this .Agreement shall mean both the Property and the Improvements. Operator desires to operate and manage the Premises in the manner set forth below. NOW, THEREFORE, the parties covenant and agree as follows: SECTION 1. GRANT OF CONCESSION ON THE PREMISES City, pursuant to the terms of- this License, grants to Licensee for the purposes stated herein, the right, privilege and duty to equip, operate and maintain a concession open to the public and City employees located on the Premises (hereinafter sometimes referred to as the "Concession"). Licensee shall not use the Premises for any other purpose or business other than those specifically provide for herein. The cafd area is located in the central area of the lower level of-City Hall, across from the Credit Union and near City Council Chambers. Besides this space, the Licensee will have two other spaces available for patron seating: 18-7062/192034 1 the adjacent east-west hallway leading to the back patio and the back patio; at the sole discretion of' the City. Licensee may occasionally use the back patio area to prepare barbeque meals. The occasional use of the back patio area must be approved by the City, and will be for a limited time as determined by the City. Licensee must obtain written approval prior to using the back patio area (Together the areas generally described above shall constitute the "Licensed Space" or "Premises"). A map depicting the Premises is set forth in Exhibit "A" which is attached hereto and incorporated herein by this reference. This License is not intended to confer third-party beneficiary status to anyone. Licensee will obtain at its sole expense all licenses and/or approval necessary for its operation of a caf6 on the Premises and shall maintain such licenses/approvals throuehout the time it uses the Premises. Licensee will comply with all local, state, and federal laws and ordinances in operating the caf6. SECTION 2. ACCESS TO AND USE OF PREMISES Current hours of-operation for the Cai'6 are 7:00 AM — 2:30 PM, Monday through Friday, excluding City-recognized holidays. Current working hours for most City Hall employees: 7:30 AM — 5:30 I'M. Monday through Friday, excluding City-recognized holidays. Licensor retains the right, in its sole discretion. to limit the hours of operation to the hours of 7:00 AM — 2:30 PM, Monday through Friday. For the purposes of food preparation, cleaning, etc., the Licensee will be allowed regular access to the premises between the hours of 6:00 AM and 4:00 PM Monday through Friday, excluding City recognized holidays. Later operating hours are encouraged to accommodate City Council or other public evening meetings, or as otherwise necessary. The Licensee shall have no 18-7062/192034 2 right to use the premises except during those hours described herein or as specifically approved by the Real Estate Manager or his/her designee, which permission shall not be unreasonably withheld. The cafe operation shall not interfere with the normal operations of City Hall. Deliveries must be made through the back loading area of the building. Deliveries need to be carried into the building, directly to the cafe. The Licensor will not accept deliveries on behalf'of the Licensee nor assume responsibility for any products left in the Cite Hall loading area. The seating area of the cafe. including the adjacent hallway and patio, shall be available during the operating hours to all City employees and the public regardless of whether they have purchased a beverage or food item from the Licensee. There are public restrooms available on the lower level of City Hall that may be used for the Licensee's employees and patrons. SECTION 3. PERSONNEL REQUIREMENTS a. The Licensee will be required to employ the optimum number of employees to match the work requirements. Service is expected to be timely, attentive, and friendly, and each employee should: a) be clean, neat, and well-groomed: b) be free from offensive body odor c) be professional, courteous, and friendly to the public; d) have a thorough health examination before employment at City Hall: and e) not wear excessive amounts of' jewelry, perfume, or cologne. The Licensee shall require its employees to comply with all instructions, regulations, and codes of conduct as specified by the City. b. An on-site manager with the experience and qualifications must be present during daily operations. The person(s) designated as manager is subject to 13-7062/192034 3 approval by the Licensor and once approved may not be changed or replaced without the prior consent of the City. c. The Licensee or on-site manager must be present in the cafe during lunch during serving hours (1 1:30 AM to 1:30 PM). During all other operating hours, the manager or an approved assistant may be present. d. Employees of the Licensee shall be appropriately uniformed when performing their work assignments in the cafe, the term appropriate uniform is interpreted to include all apparel, visible badges, hats, hairnets, etc. e. Employees of the Licensee shall not take breaks during peak hours of operation (8:00 AM to 9:00 AM, and 11 u0 AM to 1 :30 PM). SECTION 4. RESERVATIONS AND ENCUM13RANCES a. City expressly reserves a right to enter upon the Premises with as much advance written, verbal or electronic notice as possible to Licensee for any reason associated with public health, safety or welfare, or for the protection of life, limb or property. In all other cases unless otherwise specifically set forth herein, City reserves the right for such entry but City shall give Licensee at least twenty-four (24) hours advance written, verbal or electronic notice. b. City expressly reserves the right to license, convey, or encumber the Premises, in whole or in part, for any purpose not inconsistent or . incompatible with the rights or privileges of Licensee under this License. C. This License is subject to pre-existing contracts, licenses, licenses, easements, encumbrances and claims affecting the Premises and it is made 18-7062/192034 4 without warranty by City of title, condition or fitness of the licensed property for the stated or intended use. SECTION 5. TERM The Term of the License shall be five years with one additional 5-year term at the sole discretion of City, from the date of execution hereof. The License shall commence at 12:01 AM on L�Q(�AN (' 1,<i 2018, for a five(5) year term, which shall end at 1 1:59 Plvl on 2023 W(-eAWKI tmless extended or sooner terminated, as provided for herein. SECTION 6. TERMINATION The Licensor may terminate the agreement at any time upon written notice to Licensee for any reason, including convenience or cause. In the case of a termination for the Licensor's convenience, the Licensee will be given 60 days written notice. SECTION 7. CONDITIONS OF PREMISES The taking of possession of the Premises by Licensee shall, in itself, constitute acknowledgment that the Premises are in good and tenantable condition. Upon taking possession of the Premises. Licensee agrees to accept the Premises in their presently existing condition, "as is", and agrees that City shall not be obligated to make any alterations. additions or betterments thereto. SECTION 8. DURATION OF PUBLIC FACILITIES By entering into this License,Cite makes no stipulation as to the type, size, location or duration of public facilities (excluding the Premises), including, without limitation, any City parking lots to be maintained on property owned, controlled or occupied by City. 18-7062/192034 5 SECTION 9. ADDITIONS ALTERATIONS AND REMOVAL a. No modifications, alterations or additions to the Premises, including, without limitation, construction of improvements or changes to structural design, landscape design. or interior or exterior furnishings, shall be constructed or made by Licensee without Licensee first obtaining the prior written approval of City. b. Except as provided under this License, no alteration or removal of existing improvements on or natural features of the Premises shall be undertaken without Licensee first obtaining the prior written approval of City. C. Licensee's obligation to obtain City s prior written approval is separate and independent of Licensee's obligation to obtain any permits from City, such as, without limitation, a building permit" d. Any equipment, furnishings, fixtures, or appurtenances the installation of which requires a permanent alteration to the premises shall become the property of the Licensor upon expiration or termination of the agreement. The Licensor may, at its discretion, allow the Licensee to remove equipment, fixtures, or appurtenances if the Licensee, at its own expense and to the Licensor's satisfaction, restores the premises to its condition prior to installation. C. The Licensor will, without obligation, consider modifications to the facility which the Licensee desires to enhance serviceability. All such modifications will be performed by, or overseen by the Licensor's crews or contractors. In no instance shall failure by the Licensor to perform a 13-7062/192034 6 requested modification relieve the Licensee from fully performing its obligations under the agreement. SECTION 10. FACILITIES AND EQUIPMENT: The Licensee may prepare a design for the caf6, which will be subject to City approval. Because the area available for the cafe and patron seating is limited and subject to change from time to time, special attention must be given to the organization of each element. All elements are to be designed as an integral part of the caf6 and must remain mobile in nature to accommodate any future space design changes. Generally, the design must adhere to these guidelines. Careful attention is to be given to each piece of' equipment and how it will be viewed by the public_ All equipment is subject to design review and approval by the Real Estate Manager and/or his/her designee. a. Structures such as canopies and sneeze guards are not acceptable. b. Neon, exposed fluorescent, and track lighting are not permitted. C. Signage/menu boards are subject to approval. d. Cabinets and drawers are to be designed to be lockable. e. The Licensor will not be responsible for damage, loss, or theft of property in the Concession. The Licensee's menu is described in Exhibit B. Licensee shall be responsible for providing any additional equipment which it deems necessary by reason of its operation of the cafd in the premises. All such additional equipment to be delivered to or installed in the premises must be approved in advance by the Real Estate Manager or his/her designee 18-7062/192034 7 and the Public Works Director, or his/her designee. The Licensee will not perform any spatial modifications to the Premises. The Licensee shall be responsible for maintaining equipment and furnishings including but not limited to tables, chairs, and waste receptacles required for the convenience of customers in the cafe or seating area. All other equipment and furnishings provided by Licensee shall be promptly removed upon expiration or termination of the agreement. The Licensee shall provide all required equipment, furnishings, appliances, dishware, flatware, paper goods, and other utensils required for the serving and consumption of the menu items. Commercial quality paper/plastic ware for customer use will be acceptable. Licensee will be required to comply with the City's ordinance prohibiting the use of Styrofoam products at City facilities. The Licensee is strongly encouraeed to use recycled products (i.e. paper coffee cups, etc.) The Licensee does not guarantee the uninterrupted provision of electricity or other utilities or service except to ensure that all reasonable and diligent efforts will be pursued in restoring interrupted service. The Licensee shall not be held liable for any losses incurred by the Licensor which may result from interruptions or failure of such service. SECTION 11 . RENT The initial base rent will be $75.00 per month for the first year with the cost of telephone, electricity, water, and sewer provided by the Licensor. The base rent will increase to $100.00 per month starting the second year with minimum annual Consumer Price Index adjustments of 2% thereafter. The Licensee will make rent payments within 30 days of the last day of each preceding month. if the Licensee is delinquent for 30 days or longer in paying any amount owed under the agreement, the Licensee shall pay to the 18-7062/192034 8 Licensor 10% of rent, accrued monthly until the payment is made in full. Base rent NviII be automatically adjusted effective upon the date of the first renewal, to an amount not less than 2%. Licensee shall pay the rent monthly to City at the City Treasurer's Office, P.O. Box 711, Huntington Beach, California, 92648, or at such other place or places as City may from time-to-time designate by written notice delivered to Licensee. Licensee shall pay the rent, which must be received by the City Treasurer within fifteen (1 5)calendar days after the end of the month for which the rent is being paid, or on the next business day if the fifteenth day falls on a weekend or holiday. SECTION 12. LATE CHARGE AND PENALTY If the rent is not received by the City Treasurer within fifteen (15) calendar days after the end of the month for which the rent is being paid, or the next business day if the twentieth day falls on a weekend or holiday, Licensee shall pay the following late charge and penalty: (1) a late charge of ten percent (10%) shall be applied to any outstanding balance after any payment hereunder is due but unpaid; and (2) one and a half percent (I i ') penalty per month shall be added for each month the rent is due but unpaid. With respect to any other payments required by Licensee, a one and a half percent (I i%) penalty per month shall be added for each month such payment hereunder is due but unpaid. SLCTION 13. 13OOKS AND RECORDS Licensee shall keep true and accurate books and records showing all of its business transactions in separate records of account for the Concession in a manner acceptable to City, and City and/or its designated representatives shall have the right, at all reasonable times, to inspect such books and records including, without limitation, State of California sales or use tax returns or other State return records. and Licensee hereby agrees that all such records and instruments shall promptly be delivered and made available to City and/or 13-7062/19204 9 its designated representatives within thirty(30) days of'receiving written request therefore. Licensee shall furnish to City and/or its designated representatives copies of its quarterly California sales and use tax returns at the time each is filed with the State of California. The books and records shall show the total amount of Gross Sales made each calendar month in, on, or from the Premises and any exclusions listed in Section 1 3 above. All sales and charges shall be recorded by means of cash registers which display the amount of the transaction certifying the amount recorded. The register shall be equipped with devices which log in daily sales totals and which shall record on tapes the transaction numbers and sales details. Licensee agrees to maintain on the Premises, or another location subject to the prior written approval of'City, all records, books of account and cash register tapes, showing, or in any way pertaining to the Gross Sales made in, on, or from the Premises, including, without limitation. State of California sales or use tax returns or other State tax returns; for a period of five (5) years following the close of each calendar month. SECTION 14. QUALITY OF SALES. RENTALS AND SERVICES Licensee, at its sole cost and expense, shall equip, operate, manage and maintain the Premises and Concession and shall keep the same equipped and maintained in a manner acceptable to City during the entire term of- this License or any renewals or extensions thereof or during any holdover period. It is the intent of City that the cafd's services be provided in a manner to meet the needs of the visiting public, and should City deem the cafes hours of operation and/or food, merchandise, services or rentals inadequate to meet such needs, City may require Licensee to make such changes requested by City. Licensee's menu (Exhibit 13) has been reviewed and approved by the Citv. Any request to modify the Proposal (including prices and menu items) must be in writing submitted to the City. City reserves the right to reject any proposed modifications to the menu. Licensee shall not use 13-7062/192034 10 or permit the Premises to be used, in whole or in part, during the entire term of this License or any renewals or extensions thereof or during any holdover period for any purpose other than as herein set forth, without the prior written consent of City. Except as permitted in advance in writing by City, all foods and beverages shall be sold in disposable paper or plastic containers. No pull-top cans or Styrofoam containers are to be vended or dispensed from the Premises unless pre-approved in writing by City. Licensee, wherever feasible, shall eliminate the use of non-recyclable containers and plastics. City may from time to time review the items sold and containers or utensils used . or dispensed by Licensee. City reserves the right to prohibit the sale or use of non- recyclable containers or plastics. City in its sole discretion reserves the right to prohibit Licensee's sale, provision or rental of any item or service rendered or performed, which it deems objectionable or offensive, beyond the scope deemed necessary for proper service to the public, inappropriate for sale, provision or rental by the Concession, or of inferior quality. SECTION 15. INDEMNIFICATION DEFENSE AND HOLD HARMLESS AGREEMENT Licensee 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 (including arbitration) of every nature or liability of am, kind or nature) arising out of or in connection with this lease including but not limited to: (1) the use or occupancy of' the Premises by Licensee, its officers, employees or agents, or (2) the death or injury of any person or the damage to property caused by a condition of the Premises, or (3) the death or injury of any person or I8-7062/192034 1I the damage to property caused by any act or omission of Licensee, its officers, employees or agents. or (4) any failure by Licensee to keep the Premises in a safe condition, or (5) Licensee's (or Licensee's agents and/or sub licensees, if any) performance of this License or its failure to comply with any of its obligations contained in this License by Licensee, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of-City. Licensee shall hold all Trade Fixtures, personal property and trade inventory on the Premises at the sole risk of Licensee and save City harmless from any loss or damage thereto by any cause whatsoever. except such loss or damage which was caused by the sole negligence or willful misconduct of City. Licensee will conduct all defenses at its sole cost and expense and City shall approve selection of Licensee'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 Licensee. SUCTION 16. WORKERS' COMPENSATION AND ENIPLOYERS' LIABILITY INSURANCE Licensee acknowledges awareness of Section 3700 et seq. of the California Labor Code, which requires every employer to be insured against liability for workers' compensation. Licensee covenants that it shall comply with such provisions prior to the commencement of this License. Licensee shall obtain and furnish to City workers' compensation and employers' liability insurance in amounts not less than the State statutor} limits. Licensee shall require all sub licensees and contractors to provide such workers' compensation and employers' liability insurance for all of the sub licensees' and contractors' employees. Licensee shall furnish to City a certificate of waiver of' subrogation under the 19-7062/192034 12 terms of the workers' compensation and employers' liability insurance and Licensee shall similarly require all sub licensees and contractors to waive subrogation. SECTION 17. GENERAL PUBLIC LIABILITY INSURANCE In addition to the workers' compensation and employers' liability insurance and Licensee's covenant to defend, hold harmless and indemnify City, Licensee shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage against any and all claims arising out of or in connection with the Premises. This policy shall indemnify Licensee, its officers, employees and agents, while acting within the scope of their duties, against any and all claims arising out o1'or in connection with the Premises, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000.00) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars (51,000,000.00) for the Premises. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the License shall be deemed excess coverage and that Licensee's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention. or a "deductible" or anv other similar form of limitation on the required coverage. SECTION 18. PROPERTY INSURANCE Licensee shall provide before commencement of this License and shall obtain and furnish to City, at Licensee's sole cost and expense, property and fire insurance with 18-7062/192034 13 extended coverage endorsements thereon, by a company acceptable to City authorized to conduct insurance business in California, in an amount insuring for the full insurable value of all Improvements, Trade Fixtures, personal property whether or not owned or licensed by Licensee, and all trade inventory in or on the Premises against damage or destruction by fire, theft or the elements. This policy shall contain a full replacement cost endorsement naming Licensee as the insured and shall not contain a coinsurance penalty provision. The policy shall also contain an endorsement naming City as an Additional Insured. The policy shall contain a special endorsement that such proceeds shall be used to repair, rebuild or replace any such Improvements, Trade Fixtures, personal property whether or not owned or licensed by Licensee, and all trade inventory so damaged or destroycd; and if not so used, such proceeds (excluding any insurance proceeds for Trade Fixtures, personal property whether or not owned or licensed by Licensee, and trade inventory, but only to the extent the insurance proceeds specifically cover those items) shall be paid to City. The policy shall also contain a special endorsement that if the Premises are so destroyed triggering the parties' ability to terminate as set forth in Section 38 (Destruction) below, and either party elects to terminate the License, the entire amount of any insurance proceeds (excluding such proceeds for Trade Fixtures, personal property whether or not owned or licensed by Licensee and trade inventory, but only to the extent the insurance proceeds specifically cover those items) shall be paid to City. The proceeds of any such insurance payable to City may be used, in the sole discretion of' City, for rebuilding or repair as necessary to restore the Premises or for any such other purposc(s) as City sees fit. This policy shall also contain the following endorsements: a. The insurer shall not cancel or reduce the insured's coverage without (30) days prior written notice to City: 18-7062/192034 14 b. City shall not be responsible for premiums or assessments on the policy. A complete and signed certificate of insurance with all endorsements required by this Section shall be filed with City prior to the execution of this License. At least thirty (30) days prior to the expiration or termination of any such policy, a signed and complete certificate of insurance showing that coverage has been renewed shall be filed with City. SECTION 0. INCREASE IN AMOUNT OF GENERAL PUBLIC LIABILITY" AND PROPERTY INSURANCE Not more frequently than once every two (2) years, if. in the sole opinion of City, the amount and/or scope of general public liability insurance in Section 16 above and/or property insurance coverage in Section 17 above at that time is not adequate, Licensee shall increase the insurance coverage as reasonably required by City. SECTION 20. CERTIFICATES OF INSURANCE. ADDITIONAL INSURED ENDORSEMENTS Prior to commencement of this License. Licensee shall furnish to City certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Licensc; these certificates shall: a. provide the name and policy number of each carrier and policy; b. shall state that the policy is currently in force; and c. shall promise to provide that such policies shall not be canceled or modified without thirty(30) days' prior written notice of City: however ten (10)days' prior written notice in the event of cancellation for nonpayment of premium, which 10-day notice provision shall not apply to property insurance in Section 17 above. I8-7062/192034 15 Licensee shall maintain the foregoing insurance coverage in force during the entire term of the License or any renewals or extensions thereof or during any holdover period. The requirement for carrying the foregoing insurance coverage shall not derogate from Licensee's defense, hold harmless and indemnification obligations as set forth in this License. City or its representatives shall at all times have the right to demand the original or a copy of any or all the policies of insurance. Licensee shall pay, in a prompt and timeh manner; the premiums on all insurance hereinabove required. SECTION 21. INSURANCE HAZARDS Licensee shall not commit or permit the commission of any acts on the Premises nor use or permit the use of the Premises in any manner that will increase the existing rates for, or cause the cancellation of any liability, property. or other insurance policy for the Premises or required by this License. Licensee shall. at its sole cost and expense, comply with all requirements of any insurance carrier providing any insurance policy for the Premises or required by this License necessary for the continued maintenance of these policies at reasonable rates. SECTION 22. MAINTENANCE OF PREMISES Licensee agrees to maintain the Premises in good order and repair, at Licensee's sole cost and expense, during the entire term of this License or any renewals or extensions thereof or during any holdover period, pursuant to the City's maintenance standards. Except as provided above, Licensee, at its sole cost and expense, shall perform any maintenance and repairs including, without limitation, the following: a. All equipment, including, all optional equipment provided by the Licensee, including but not limited to soda display cases, and other refrigerated cases, shall be serviced at Licensee's expense at least semiannually to ensure 18a062n 92o;a 16 proper operation. Service to heating and cooling equipment must include compressors, coils. and related mechanical components. It shall be the Licensee's responsibility to ensure that all display cases are moved and the compressors, coils. interior. and exterior of machines/equipment washed and cleaned of dirt, dust, grease, and debris including behind and beneath the units (regardless of size). Upon expiration of' the agreement, the equipment belonging to the Licensor shall be left in a condition correspondent to its status at contract commencement. normal wear and tear expected. b. The Licensee shall comply specifically with all cleaning requirements listed herein and shall maintain all areas of the cafe space in a clean and sanitary manner in accordance with the highest industry standards. The Licensee shall train all employees in a "clean-as-you-go" policy, the cafe facilities will be subject to regular inspection by City and County officials. C. Cleaning frequency of processing areas shall be mandated by the types of food processed and any change in operation for that area. Also. at the end of each working day, utensils, equipment, and surfaces used in processing shall be washed and sanitized. Non-food contact areas and equipment shall be cleaned as often as necessary to prevent buildup of dirt, food particles, and other debris. d. The Licensee must provide a plan for the daily and monthly cleaning schedule in addition to a listing of qualified personnel or contractors to perform those duties. All cleaning shall be coordinated by and the 13-7062/192034 17 responsibility of the Licensee, working through the City Hall maintenance supervisor when necessary. C. Continually through the day the Licensee shall keep clean the floor in the food preparation and serving areas and shall ensure the seating area, including tables and chairs, are clean and free of crumbs and other debris. On a weekly basis, the Licensee shall wash and wax the floors. f'. Cafe patrons may be expected to bus their trays, plates, cups, and other debris to designated receptacles and locations. The Licensee shall be responsible to monitor the cafe seating area during service hours to ensure it is maintained in a clean condition. with trash and debris removed from tables, trash receptacles emptied, and tables and chairs wiped down as needed. The Licensee may deposit trash in the City Hall dumpster. 9. If the Licensee notices any condition which is unsafe, unhealthy, or in any other way would cause an accident, the Licensee shall make or cause to be made appropriate repairs to remedy the condition. If correction of the condition will take more than routine attention. the Licensee shall notify the City Hall maintenance supervisor immediately. h. The Licensee must comply with all City, County, State. and Federal environmental health laws and regulations regarding health, including but not limited to grease disposal, waste water discharge, sanitary food preparation etc. Licensee is expected to maintain a rating of A from the County Health Department and at no time fall below a D rating. Should Licensee receive a B rating, they must take immediate action to obtain an A rating. 18-7062/192034 18 Licensee's obligation includes, without limitation, maintaining and operating the Premises and adjacent areas to a distance of not more than fifty (50) feet, in a clean, safe, wholesome and sanitary condition free of trash, garbage or obstructions of any kind and in compliance with any and all present and future laws, general rules or regulations of any governmental authority now, or at any time during the entire term of this License or any renewals or extensions thereof or during any holdover period, in force, relating to sanitation or public health, safety or welfare. or for the protection of life, limb or properly; and Licensee shall at all times faithfully obey and comply with all laws. rules and regulations applicable thereto. Licensee, at its sole cost and expense, shall remedy without delay any defective, dangerous or unsanitary condition(s) caused by Licensee or anyone related thereto. Provided, however, that Licensee shall have no obligation to repair or maintain sewer lines or respond to sewer leaks. Licensee hereby expressly waives the right to make repairs at the expense of City and the benefit, if any, of the provisions of Sections 1941 and 1942 of the California Civil Code relating thereto. SECTION 23. RENT CREDIT City in its sole discretion may decide to give Licensee rent credit if Licensee undertakes (1) repair or maintenance under this License, (2) any work City in its sole discretion deems necessary and appropriate or (3) any Licensee improvements, fixtures, furnishings, and/or equipment. Prior to Licensee undertaking any such work or purchases, City must agree in writing to the amount of and procedures for the rent credit, the work to be done by Licensee and the cost 01' such work. Any procurement made pursuant to this section shall become the property of the City. 13-7062/192034 19 SECTION 24. DAMAGE DESTRUCTION OR NUISANCE Licensee shall not commit or permit the commission by others of any damage or destruction of, on, or to the Premises and/or Concession. Licensee shall not maintain, corm-nit or permit the maintenance or commission of any nuisance as defined in Section 3479 and/or Section 3480 of the California Civil Code on the Premises; and Licensee shall not use or permit the use of the Premises for any unlawful purpose. SECTION 25. PAYMENT OF OBLIGATIONS Licensee shall promptly pay, at its sole cost and expense, before they become delinquent, any and all bills, debts, liabilities and obligations incurred by Licensee in connection with Licensee's occupation and use of the Premises and/or operation of the Concession. Upon request. Licensee shall promptly furnish to City satisfactory evidence establishing such payment. SECTION 26. BUSINESS LICENSE Licensee shall maintain a business license from Cite during the entire tern of this License or any renewals or extensions thereof or during any holdover period. SECTION 27. SIGNS ADVERTISING AND APPROVAL OF NAME City shall have the right to approve in its sole discretion and at any time require Licensee to change or remove signs, names, placards, decorations or advertising placed on, or inscribed, painted or affixed upon the Premises. Should City approve of any sign, name, placard, decoration or advertising. Licensee shall maintain the same at all times during the entire term of this License or any renewals or extensions thereof or during any holdover period in good appearance and repair. All signs, names, placards, decorations or advertising must comply with all requirements of any governmental authority with jurisdiction. 18-7062n 9203a 20 SECTION 28. NO ASSIGNING SUBLEASING OR ENCUMBERING The parties acknowledge that City is entering into the License in reliance upon the experience and abilities of Licensee and its principals. Consequently, Licensee shall not voluntarily assign, encumber or otherwise transfer its interest in the License or in the Premises, or sublicense all or any part of the Premises, or allow any other person or entity (except Licensee's authorized representatives) to occupy or use all or any part of the Premises without the prior written consent of City, which consent shall not be unreasonably withheld. SECTION 29. TERMS BINDING ON SUCCESSORS All the terms. covenants and conditions of this License shall inure to the benefit of and be binding upon the parties and their successors, including, without limitation, their assignees, encumbrances, occupiers or users, sub licensees or other transferees. The provisions of this Section shall not be deemed as a (1) waiver of any of the prohibitions and conditions against assignments, encumbrances, occupations or uses, sublicenses or other transfers hereinbefore set forth, or (2) City's consent thereto. If more than one licensee is a party to this License, the obligations of the licensees shall be joint and several. Even if City s consent is not required, Licensee shall immediately provide City with written notice of any, assignment, encumbrance, occupation or use, sublicense or other transfer. SECTION 30. DEFAULT The occurrence of any one or more of the following events shall constitute a material default and breach ("Default") of this License by Licensee: a. Licensee's failure to make any payment of the rent or other payment required to be made by Licensee at the time required for payment under this License. 18-7062/192034 21 b. Licensee's failure to obtain or maintain the insurances as required under this License. C. Licensee's vacating or abandonment of the premises for two (2) or more consecutive business days during the entire term of this License or any renewals or extensions thereof or during any holdover period. Closure of the Concession for more than a combined total of one hundred eighty (180) days in a calendar year, minus any days of closure of the Concession caused by City, shall be deemed an abandonment of the Premises. d. Licensee's violation of' Section 14 (Indemnification, Defense and Hold Harmless Agreement), Section 27 (No Assigning. Subleasing or Encumbering), Section 33 (1-lazardOLIS Substances), Section 34 (Nondiscrimination), Section 35 (Sale of Alcoholic Beverages and Entertainment Prohibited), Section 43 (Conflict of Interest) or Section 45 (Compliance with Laws). C. The insolvency of Licensee as evidenced by a receiver being appointed to take possession of all or substantially all of Licensee's assets located at or on the Premises or of Licensee's interest in this License. or the making by Licensee of a general arrangement or assignment for the benefit of'creditors. or Licensee's filing a petition in bankruptcy, whether voluntary or involuntary. or the attachment, execution or the judicial seizure of substantially all of Licensee's assets located at or on the premises or o1 Licensee's interest in the License. 18-7062/192034 22 f. Licensee's failure to observe or perform any other term, covenant, obligation. duty, responsibility or condition of this License to be observed or performed by Licensee when such faihire shall continue for a period of thirty(30)days after City's giving written notice to Licensee. or such earlier period if specifically set forth in this License; however. if the nature of such failure is such that more than thirty (30) days are reasonably required for its cure. then Licensee shall not be deemed to be in Default if Licensee notifies City of the length of the additional time required to cure and receives City's written approval of' the additional time required, which approval will not be unreasonably withheld, and commences such cure within such thirty(30) day period and diligently proceeds with such cure to completion during such additional time period approved by City. SECTION 31. TERMINATION. In the event of a default by Licensee, City may at City's sole discretion terminate this License by giving Licensee written notice of termination. In the event City terminates this License, City may recover possession of the Premises (which Licensee shall immediately surrender and vacate upon demand) and remove all persons therefrom, and Licensee shall comply with, without limitation, all requirements of this Agreement. City also shall be entitled to recover as damages all of the following: a. The worth at the time of the award of any unpaid rent or other charges which have been earned at the time of termination: b. The worth at the time of the award of the amount by which the unpaid rent (each month's rent would be calculated as the average rent for that same month in the preceding years, or if Licensee did own/operate the 18-7062/192034 23 Concession in the preceding years, then each month's rent would be calculated as the average of all months Licensee owned/operated the Concession) and other charges which would have been earned after termination until the time of the award exceeds the amount of' the loss of such rental and other charges that Licensee proves could have been reasonably avoided; C. The worth at the time of the award of the amount by which the unpaid rent (each month's rent would be calculated as the average rent for that same month in the preceding years, or if Licensee did not own/operate the Concession in the preceding years, then each month's rent would be calculated as the average of all months Licensee owned/operated the Concession) and other charges for the balance of the term after the time of the award exceeds the amount of the loss of such rental and other charges that Licensee proves could have been reasonably avoided; d. Any other amount necessary to compensate City for the detriment proximately caused by Licensee's failure to perform its obligations, liabilities, duties or responsibilities under this License; and e. At Cites sole discretion, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable California law. SECTION 32. WAIVER OP CLAIMS Licensee hereby waives any claim against Cite, its officers, elected or appointed officials, employees, agents or volunteers for damage or loss caused by any suit or proceeding directly or indirectly attacking the validity of this License, or any part thereof. 18-7062/192034 24 or caused by any judgment or award in any suitor proceeding declaring this License null, void or voidable, or delaying the License or any part thereof from being carried out. SECTION 33. PHOTOGRAPHY Licensee acknowledges and agrees that City may grant permits to third parties engaged in the production of still and motion pictures and related activities to take photographs or videos of or on the Premises when such permission shall not interfere with the primary business ol'Licensee, all without providing Licensee with notice or requiring consent by Licensee. SECTION 34. HAZARDOUS SUBSTANCES Licensee represents and warrants that its use or occupation of the Premises shall not generate any Hazardous Substance (as defined below in this Section), and it shall not store or dispose on the Premises nor transport to or over the Premises any Hazardous Substance during the entire term of this License or any renewals or extensions thereof or during any holdover period. The foregoing restrictions shall not be deemed to restrict or prohibit the use by Licensee of' ordinary cleaning products as customarily used in Licensee's ordinary course of business at the Concession, provided that Licensee complies with all provisions of law as to the use, storage and disposal of such products. Licensee further agrees to clean up and remediate any such Hazardous Substance on the Premises, and 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 (including arbitration) of every nature or liability of any kind or nature) arising out of or in connection with any such Hazardous Substance and any damage, loss, or expense or liability resulting from any such Hazardous Substance 13-7062/192034 25 including, without limitation, all attorney's fees, costs and penalties incurred as a result thereof except any relicense caused by the sole negligence or willful misconduct of City. Licensee ,vill conduct all defense at its sole cost and expense and City shall approve selection of Licensee'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 Licensee. "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as a hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other similar term, by any Federal, State or local environmental law, regulation or rule presently in effect or promulgated in the future, as such law, regulation or rule may be amended from time to time; and it shall be interpreted to include, Without limitation, anv substance which after relicense into the environment will or may reasonably be anticipated to cause sickness, death or disease. SECTION 35. NONDISCRIMINATION Licensee and its employees shall not discriminate because of race, religion, color. ancestry, sex, age, sexual orientation, family or marital status, national origin or physical handicap against any person by refusing to furnish such person any accommodation. facility, rental, service or privilege offered to or enjoyed by the general public. Nor shall Licensee or its employees publicize the accommodation, facilities, rentals, services or privileges in any manner that would directly or inferentially reflect upon or question the acceptability of the patronage of any person because of race, religion, color, ancestry, sex, age, sexual orientation, family or marital status, national origin or physical handicap. In the performance of this License, Licensee shall not discriminate against any employee or applicant for employment, because of race, religion, color, ancestry, sex, age, 18-7062/192034 26 sexual orientation, family or marital status, national origin or physical handicap. Licensee shall take affirmative action to ensure that applicants are employed and that employees are treated during employment, without regard to their race, religion, color, ancestry, sex, age, sexual orientation, family or marital status, national origin or physical handicap. Such action shall include, without limitation, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including, without limitation, apprenticeship. Licensee shall post in conspicuous places, available to all employees and applicants for employment, notices setting forth the provisions of this Section. SECTION 36. SALE OF ALCOHOLIC BEVERAGES AND ENTERTAINMENT PROHIBITED Notwithstanding anything to the contrary, the sale or provision of alcoholic beverages and/or live entertainment in, on, or from the Premises is expressly forbidden. unless expressly permitted in writing by City in advance. For any proposed sale or provision of alcoholic beverages, Licensee must first obtain written City approval prior to submitting any request for approval to the Alcohol Beverage Commission. SECTION 37. LIENS Licensee shall keep the Premises free and clear from any and all liens. including, without limitation, mechanics' or materialmen`s' liens, claims and demands for work performed, materials furnished, or operations conducted on or about the Premises or by reason of any use or occupancy by Licensee, or any person claiming under Licensee. When applicable, Licensee shall cause a notice of non-responsibility to be posted and recorded pursuant to California Civil Code Section 3094. 13-7062/192034 27 SECTION 38. INSTALLATION AND REMOVAL OF TRADE FIXTURES Licensee shall have the right during the entire term of this License or any renewals or extensions thereof, at Licensee's sole cost and expense, to install or affix in, to, or on the Premises any machinery, equipment and other objects (the "Trade Fixtures"), for use in Licensee's trade or business as Licensee may deem advisable. Anv and all such Trade Fixtures that can be removed without structural damage to the Premises shall remain the property of Licensee and may be removed by Licensee at any time prior to the expiration or termination of this License, provided Licensee repairs any damage caused by the removal. Upon execution of this License and every anniversary, Licensee shall provide City with a list of all Trade Fixtures on the Premises. SECTION 39, DESTRUCTION Should the Premises be partially destroyed, this License shall continue in full force and effect, and Licensee, at Licensee's sole cost and expense, shall complete the work of repairing and restoring the Premises to their prior condition providing such work can be accomplished under all applicable governmental laws and regulations within one hundred eighty (180) days. Should the Premises be so far destroyed that in City's reasonable judgment they cannot be repaired or restored to their former condition within one hundred eighty (180) days, City shall give Licensee notice of such determination in writing and each party may, in that party s sole discretion: a. Continue this License in full force and effect in which case Licensee shall repair and restore, at Licensee's sole cost and expense, the Premises to their former condition: or b. Terminate this License by giving the other party thirty (30) days' written notice of such termination within sixty (60) days after the date that City 18-7062/192034 28 gives Licensee notice that the Premises cannot be repaired or restored to their former condition within one hundred eighty (180) days. In the event that either party elects to terminate this License. the entire amount of'any insurance proceeds (excluding such proceeds for Trade Fixtures, personal property whether or not owned or licensed by Licensee and trade inventory, but only to the extent that the insurance proceeds specifically cover those items) shall be paid to City. The proceeds of any such insurance payable to City may be used, in the sole discretion of City, for rebuilding or repair as necessary to restore the Premises or for any other such purpose(s) as City sees fit. In addition. if Licensee elects to terminate the License. Licensee must still comply with all of its obligations, liabilities. duties and responsibilities under the License, including, without limitation, paying any rent due up to the time of termination and surrendering the Premises, in accordance with the requirements of this Agreement. In the event of the damage or destruction of Improvements, Trade Fixtures and/or personal property located on the Premises not giving rise to a termination of this License, Licensee shall, at its sole cost and expense, replace and repair the same as soon as reasonably possible to permit the prompt continuation of Licensee's business at the Premises. SECTION 40. NO ABATEMENT OP RENT DURING REPAIR WORK The rent shall not be abated for the time Licensee is prevented from using the whole or a portion of the Premises. In addition. Licensee shall not be excused from the payment of taxes, insurance or any other obligations for the time Licensee is prevented from using the whole or a portion of the Premises. 18-7062/192034 29 SECTION 41. CITY'S OPTION TO CLOSE TIME PREMISES City may close the Premises without liability and without advance notice to Licensee therefore at any time as City in its sole discretion deems necessary for the protection of life, limb or property, or for public health, safety or welfare purposes, or upon reasonable notice to effect any repair, remodeling or rebuilding deemed necessary by City in its sole discretion. The length of time of any closing of the Premises by City longer than two (2) weeks during a period when the Concession would otherwise be open shall extend the term of the License by the same amount of time. If this occurs, Licensee and City shall memorialize this extension in writing. SECTION 42, DELIVERIES 01" SUPPLIES City may establish the days and times deliveries of supplies may be made and advise Licensee in writing thereof. SECTION 43. EMPLOYEE PARKING City shall establish the days, times and locations where Licensee and Licensee's employees may park, and the number of automobiles; trucks. and other motorized and non- motorized vehicles that Licensee and Licensee's employees may park, and advise Licensee in writing thereof. SECTION 44. CONFLICT Of- INTEREST Licensee warrants and covenants that no official or employee of City, nor any business entity in which an official or employee of City is interested; (1) has been employed or retained by Licensee to solicit or aid in the procuring of this License; or (2) shall be employed by Licensee in the performance of this License without the immediate written divulgence of'such fact to City. In the event City determines that the employment of any such official, employee or business entity is not compatible with such official's or 1 S-70G2/192034 30 employee's duties as an official or employee of City, Licensee, upon request of Cite, shall terminate such employment immediately. For breaches or violation of this Section, City shall have the right both to terminate this License without liability and, in its discretion, recover the full amount of' any such compensation paid to such official, employee or business entity. No official or employee of City shall have any financial interest in this License in violation of the applicable provisions of the California Government Code. SECTION 45. NOTICE Unless specifically providing for verbal or electronic notice, all notices, certificates. or other communications required to be given hereunder shall be in writing and made in the following manner, and shall be sufficiently given and deemed received when (a) personally delivered; or (b) three (3) business days after being sent via United States certified mail — return receipt requested; or (c) one (1) business day after being sent by reputable overnight courier, in each case to the addresses specified below; provided that City and Licensee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent: CITY: LICENSEE: Cite of Huntington Beach PRIMO NOSH CHEFS LLC ATTN: Deputy Director of Economic Attn: Alvin Lang Development 1223 Sherbom 2000 Main Street, P.O. Box 190 Street, Suite 101 Huntington Beach, CA 92648 Corona, CA 92879 18-7062/192034 31 SECTION 46, COMPLIANCE WITH LAWS Licensee, at its sole cost and expense, shall comply with all statutes, ordinances, regulations and requirements of all governmental entities, including, without limitation, Federal, State. county or municipal, relating to Licensee's use and occupancy of the Premises and/or operation of the Concession whether such statutes, ordinances, regulations and requirements be now in force or hereinafter enacted. This License is expressly subject to the laws, regulations and policies of City. Licensee shal I deliver to City a copy of any notice from any governmental entity received by Licensee regarding any alleged violation of law regarding the License, Premises or the Concession or from any person allegedly entitled to give notice under any conditions, covenants,or restrictions binding or affecting the Premises. The judgment of any court of competent jurisdiction, or the admission by Licensee in a proceeding brought against Licensee by any government entity, that Licensee has violated any such statute, ordinance, regulation or requirement shall be conclusive as between City and Licensee and shall be grounds for termination of this License by City. SECTION 47. MODIFICATION No waiver or modification of any language in this License shall be valid unless in writing and duly executed by both parties. SECTION 48. INDEPENDENT CONTRACTOR Licensee 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. Licensee 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 18-7062/192034 32 deductions for Licensee and its officers, agents and employees and all business licenses, if any, in connection with the License and/or any services to be performed hereunder. SECTION 49, A"1"fORNF.,Y'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this License 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 non-prevailing party. SECTION 50. GOVERNING LAW This License shall be governed and construed in accordance with the laws of the State of California. SECTION 51. ENTIRETY The parties acknowledge and agree that they are entering into this License freely and voluntarily following extensive arm's length negotiations, and that each has had the opportunity to consult with legal counsel prior to executing this License. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral .or otherwise, have been made by that party, or anyone acting on that party's behalf, which are not embodied in this License, and that that party has not executed this License in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressh set forth in this License. The License, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this License. the Premises, the leasing of the Premises to Licensee, or the license term created under this License and supersede all prior understandings and agreements, whether oral or in writing between the parties respecting the subject matter hereof. 18-7062/192034 33 IN WITNESS WHEREOF,the parties hereto have caused this License to be executed by and through their authorized officer's L Q& Q{ Wr 15 2018. LICENSEE: CITY OF HUNTINGTON BEACH, a PRI O CH S LLC municipal corporation of the State of California By: I (CIRCLE ONE) APPROVED AS TO FORM: Chairmwo Crcjiden ice President ea AND City Attorney Mt/ By: ITS: (CIRCLE ONE) Chairman/PresidentE President INITIATED AND APPROVED: Deputy Director 4Mconomic Development REVIEWED AND /A/APPROVED: r I City anager Receive and Pile City Clerk 19-7062/1920' 1 � EXHIBIT A 18-7062/192034 35 Exhibit B Credit Union Lower Level Eatery Council Chambers ^° Elevators,.. i Restrooms Eatery t Storage j ! 18' Patio area EXHIBIT B CERTIFICATE OF LIABILITY INSURANCE DATE(AIMM1UYYYY) 11111/2021 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(ios) must be endorsed. If SUBROGATIONIS WAIVED, subject to the tarts and conditions of the policy,cartain policies may require an endorsement.A s(atemenl on this certificate dons not confor rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT ART HOLLINGSWORTH INS SVCSMHS 57110311 PHONE (866)467A730 FAx (880)443-6117. The Hartford Business Service Center (AUG,Na,E.e: (NC,No): 3600 Wiseman Blvd E4ANL San Antonio,TX 78251 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC4 INSURED INSURER A: Sentinel Insurance Company Ltd. 11000 PRIMO NOSH CI1E-FS LLC INSURER 9: 2000 MAIN ST HUN11NG1 ON BEACH CA 92648-2702 INSURER C: INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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 INDICATEMNOTWITHSTANDING ANY REOUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO NMIICII 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. [NSA TYPE OF INSURANCE AODL SUIIR POLICY NUMBER POLICY EFF POLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLNM,S.MADEI L1fl X OCCUR DAMAGE TO RENTED $1,000.000 EMISES_( raDMI X General Liability ME ,EX,(My we person) $10,000 A X 57 SBA BN3963 03111/2021 03l1112022 PERSONAL A AM INJURY $1,000,000 GENL AGGREGAT E LIMIT APPLIES PER: GENERALAGGRF.GAIE $2.000,000 POLICY❑MAD- I Y I LOG PROOUCIS-COMP/OPAGG $2,000.000 JECT !' OTHER: AUTOMnRILE UABO.ITY MV.RINEn SINGLE LIMIT ANY Am0 BODILY INJURY(Per pass) ALL OWNED SCHEDULED BODILY INJURY(PWacrJdeN) AUTOS AUTOS HIRED NON WNEO PROPERTY DAMAGE AUTOS AUTOS (Par ac6doW) UMURELLALIAB N OCCUR EACHOCCURRENCE $5.000,000 A EXCESS UAB E CLAIMS- 57 SBA BN3963 0311112021 03/11/2022 AGGREGATE $5,000,000 MAD E X RETENTION$10,000 WORKERS COMPENSATION PER OTM AND EMPLOYERS'LIABILITY At PROVED AS 10FORM 5TATr ANY YIN E.l,EACH ACCIDENT PROPRIETORIPARTNERIEXECUMVE NIA OFFICEREMBFR EXCLUDED?IM By:_ E.L.DISEASE-EA EMPLOYEE (Mandatory 6 NH) It yea.dsacrlbeama MI EL E. ATE E.L.DISEASE-POLICY LNIT OPERATIONSDESCRIPTION OF I CITY ATTO NEY CITY OP HUNTINGTON BEACH DESCRIPTION OF OPERATIONS LOCA HOWS/VEHICLES(ACORO 101.Addleaul Remarks 8chadWs,may b aeachad It moro apaco Is ronulrod) Certificate holder Is an additional Insured per Additional Insured:Owners,Lessees,or Contractors;Scheduled Person or Organization Form SS4170 and Additional Insured:Owners,Lessees or Contractors;Completed Operations form SS4171,attached to this policy.Coverage Is primary and noncontributory per the Business Liability Coverage Form SS0008,attached to this policy. CERTIFICATE HOLDER CANCELLATION CITY OF HUNTINGTON BEACH, ITS ELECTED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED OR APPOINTED OFFICIALS AGENTS,OFFICERS BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED ,EMPLOYEES,AND VOLUNTEERS IN ACCORDANCE WITH THE POLICY PROVISIONS. 2000 MAIN ST AUTHORIZED REPRESENTATIVE HUNTINGTON BEACH CA 92648-2702 ,v r�ira7'di)ol. �17G�ec!2l m 1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25`?0tq$31)`1,j7�)nl`i')°4!iLCil�The ACORD name and logo are registered marks of ACORD j THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date Is Indicated below: Policy Number: 57 SBA BN3963 DX Named Insured and Mailing Address; PRIMO NOSH CHEFS LLC 24102 CORTA CRESTA DR LAKE FOREST CA 92630 Policy Change Effective Date: 11/09/21 Effective hour Is the same as stated In the Declarations Page of the Policy. Policy Change Number: 005 Agent Name: ART HOLLINGSWORTH INS SVCS/PHS Code: 110311 POLICY CHANGES: SENTINEL INSURANCE COMPANY, LIMITED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BIIL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE. BUSINESS LIABILITY OPTIONAL COVERAGES ARE REVISED ADDITIONAL INSURED(S) ARE ADDED THE FOLLOWING ARE ADDITIONAL INSURED FOR BUSINESS LIABILITY COVERAGE IN THIS POLICY. LOCATION 001 BUILDING 001 SEE FORM IH 12 00 PRO RATA FACTOR: 0.334 THIS ENDORSEMENT DOES NOT CHANGE. THE POLICY EXCEPT AS SHOWN. Form SS 12 11 04 05 T Page 001 (CONTINUED ON NEXT PAGE) Process Date: 11/10/21 Policy Effective Date: 03/11/21 Policy Expiration Date: 03/11/22 POLICY CHANGE (Continued) Policy Number: 57 SBA BN3963 Policy Change Number: 005 LOCATION 002 BUILDING 001 SEE FORM IH 12 00 FORM NUMBERS OF ENDORSEMENTS ADDED AT ENDORSEMENT ISSUE: IH12001185 ADDITIONAL INSURED - OWNER, LESSEES OR CONTRACTOR Form SS 12 11 04 05 T Page 002 Process Date: 11/10/21 Policy Effective Date: 03/11/21 Policy Expiration Date: 03/11/22 POLICY NUMBER: 57 SBA BN3963 JL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNER, LESSEES OR CONTRACTOR CITY OF HUNTINGTON BEACH, ITS ELECTED OR APPOINTED OFFICIALS, AGENTS, OFFICERS, EMPLOYEES, AND VOLUNTEERS 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 LOC 002/003 BLDG 001 Form IH 12 00 11 86 T SEQ. NO. 003 Printed In U.S.A. Page 001 Process Date: 1.1/10/21 Explratlon Date: 03/11/22 POLICY NUMBER: 57 SBA BN3963 it THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organizations : Location And Description Of Completed Operations City of Huntington Beach, Its Elected or 2000 Main Street Appointed Officials, Agents, Officers, Huntington Beach, CA 92648-2702 Employees, and Volunteers Information required to complete this Schedule, If not shown above, will be shown in the Declarations. Section C. — Who Is An Insured is amended to Include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or In part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products- completed operations hazard". Form SS 41 71 06 11 Page 1 of 1 Process Date: Policy Expiration Date: © 2011, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with Its permission) POLICY NUMBER: 57 SBA BN3963 t ay THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organizatlon(s): Location(s) Of Covered Operations City of Huntington Beach, Its Elected or 2000 Main Street Appointed Officials,Agents, Officers, Huntington Beach, CA 92648-2702 Employees, and Volunteers Information required to complete this Schedule, if not shown above,will be shown In the Declarations. A. Section C. — Who Is An Insured is amended to B. With respect to the Insurance afforded to these Include as an additional insured the person(s) or additional Insureds, the following additional organlzation(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This Insurance does not apply to 'bodily Injury" or damage" or 'personal and advertising injury" "property damage"occurring after: caused, In whole or in part, by: 1. All work, including materials, parts or 1. Your acts or omissions; or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or In the performance of your ongoing operations for on behalf of the additional Insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or 2. That portion of "your work" out of which the Injury or damage arises has been put to Its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Form SS 41 70 06 11 Page 1 of 1 Process Date: Policy Expiration Date: © 2011,The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission) BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 0 2005, The Hertford 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 16 6. Representations 16 7. Otherinsurance 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 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 "proparty 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 "property damage" or "personal and C. — Who Is An Insured and no advertising Injury' to which this Insurance "employee"authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the Insured against any "suit" or claim, knew that the"bodily Injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the Insured against In whole or In part. If such a listed any "suit" seeking damages for "bodily Injury', "property damage" or "personal and Insured or authorized "employee" knew, prior to the policy period, that advertising Injury" to which this insurance the "bodily Injury" or "property does not apply. damage" occurred, then any We may, at our discretion, Investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily Injury' or "property or"sult"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 "properly damage" to us or any other Insurer; Form SS 00 08 04 05 Page 1 of 24 © 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 not 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 "sult" we Investigate or settle, or any "sult" medical technician or paramedic shall against an Insured we defend: be deemed to be caused by an"occurrence", but only If: (1) All expenses we Incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of ball 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 (b) You are not engaged In the Coverage for"bodily Injury'applies. We business or occupation of providing 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 limits of Insurance for Incidental medical amounts within the applicable li mit of 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 lace In the (7) All Interest t the full amount of any ( ) P judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited In court the (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 Indemnities, 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 indemnliee 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 lima "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" 1. Applicable To Business Liability Coverage and agree that we can assign the 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 settlement or exclusion does not apply to "bodily Investigation, sett defense of the 'sett Injury" or "property damage" resulting from the use of reasonable force to (II) Immediately send us copies of protect persons or property;or any demands, notices, (2) "Personal and advertising Injury' arising summonses or legal papers out of an offense committed by, at the received In connection with direction of or with the consent or the "suit"; acquiescence of the Insured with the (111) Notify any other Insurer whose expectation of Inflicting "personal and coverage Is available to the advertising Injury'. Indemnitee; and b. Contractual Liability (Iv) Cooperate with us with (1) "Bodily Injury'or"property damage";or respect to coordinating other 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. (1) Obtain records and other This exclusion does not apply to liability Information related to the for damages because of: "sult"; and (a) "Bodily Injury", "property damage"or (11) 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 OB 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily Injury' or"property damage" (b) Performing duties related to the assumed In a contract or agreement conduct of the Insured's business,or that Is an "Insured contract", (2) The spouse, child, parent, brother or provided the "bodily Injury" or 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 exclusion does not apply to Ilabllity provided: assumed by the Insured under an "Insured (1) Liability to such parry for, or for contract". the cost of, that party's defense f. Pollution has also been assumed In the same "Insured contract",and (1) "Bodily Injury", "property damage" or (II) Such attorneys' fees and "personal and advertising Injury" re for arising out of the actual, alleged or litigation expenses a defense of that art threatened discharge, dispersal, party are g seepage, migration, release or escape civil or alternative 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 c. Liquor Liability time owned or occupied by, or 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: (1) "Bodily Injury"If sustained within (1) Causing or contributing to the a building and caused by Intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that Is used to heat, under the Influence of alcohol;or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that Is used to relating to the sale, gift, distribution or heal water for personal use, by use of alcoholic beverages, the building s occupants or Their guests; This exclusion applies only If you are In the (II) "Bodily Injury' or "property business of manufacturing, distributing, damage" for which you may be selling, serving or furnishing alcoholic held liable, If you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the Insured under a policy as an additional Insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional Insured at that 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 occupied by, or rented or out of and In the course of: loaned to, any Insured, other (a) Employment by the Insured;or than that additional Insured;or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (III) "Bodily Injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such Insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (11) "Bodily Injury" or "properly location which Is or was at any damage" sustained within a time used by or for any Insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; Into that building In connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor;or as waste by or for: (III) "Bodily Injury" or "property (1) Any Insured; or damage" arising out of heat, smoke or fumes from a (11) Any person or organization for "hostile fire"; or whom you may be legally responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any Insured or any contractors or subcontractors location on which any Insured or working directly or indirectly on any any contractors or subcontractors Insured's behalf are performing working directly or indirectly on operations If the operations are to any Insured's behalf are test for, monitor, clean up, remove, performing operations If the contain, treat, detoxlfy or neutralize, pollutants" are brought on or to or In any way respond to,or assess the premises, site or location In the effects of,"pollutants". connection with such 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 (1) "Bodily Injury" or "property or regulatory requirement that any damage" arising out of the Insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or In any way needed to perform the normal respond to, or assess the effects of, electdcal, 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, detoxlfying 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" adses 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 I. 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 Indirectty, out of: other wrongdoing In the supervision, hiring, (1) War, Including undeclared or civil war; employment,.tralning or monitoring of others by that Insured, If the "occurrence' which (2) Warlike action by a military force, caused the "bodily Injury' or "property Including action In hindering or damage" Involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, 'auto" or watercraft that Is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any Insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by governmental authority In hindering or (1) A watercraft while ashore on premises defending against any of these. you own or rent; J. Professional Services (2) A watercraft you do not own that is: "Bodily Injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising Injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This Includes (3) Parking an "auto" on, or on the ways but Is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" Is not owned by or services; rented or loaned to you or the Insured; (2) Preparing, approving, or falling to (4) Liability assumed under any "Insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily Injury" or "property damage" (3) Supervisory, Inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed In Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the deflnition 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 pald 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 appearance re skin enhancement, hall Injury" or "property damage", whether removal or replacement or personal the other Insurance Is primary, excess, grooming; contingent or on any other basis. h. Moblle Equipment (T) Optical hearing aid services th Including ilia 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 Incuding but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by Ore) to preparation, fitting,demonstrallon or premises, Including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To (a) Body piercing (not including ear Premises Rented To You as described in Section D. - limits Of Insurance. piercing); Paragraph (2) of this exclusion does not (b) Tattooing, Including but not limited apply If the premises are "your work' and to the Insertion of pigments Into or were never occupied, rented or held for under the skin; and rental by you, (c) Similar services; 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 "properly 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" Induded In the "Property damage"to: "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product Including any costs or expenses "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 anther'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) That particular part of real property on or property that has not been physically which you or any contractors or Injured, arising out of: subcontractors working directly or (1) A defect, deficiency, Inadequacy or Indirectly on your behalf are performing dangerous condition In 'your product" operations, If the "property damage" or"your work"; or arises out of those operations;or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement In accordance replaced because "your work" was with Its terms. Incorrectly performed on It. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical Injury to "your product" or "your work" after It has been put to Its Intended use, Form SS 00 08 04 05 Page 7 of 24 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 product"; (c) An Internet search, access, (2) "Your work"; or content or service provider. (3) "Impaired property"; However, this exclusion does not If such product, work or property is 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) Arlsing our of oral, written or electronic Itself, Is not considered the business publication of material, If done by or at of advertising, broadcasting, the direction of the Insured with publlshingortelecasling; knowledge of Its falsity; (9) Arising out of an electronic chat room (2) Adsing 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 perlod; (10) Arising out of the unauthorized use of (3) Arlsing out of a criminal act committed anolhers name or product In your e-mall 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, another's potential customers; except an Implied contract to use (11) Arising out of the violation of a another's "advertising Idea" In your "advertlsement"; personas right of privacy created by any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or Insured would have In the absence of performance made In your such state or federal act; advertisement"; (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 "advertlsement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan Is also (1) Your web site; or a trademark, trade name, service (II) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web she; Page 8 of 24 Form SS 00 OB 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 properly which would not have occurred In whole or In (15) Arising out of cilsorimihatlon or part but for the "asbestos hazard'; humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the Insured. requirement that any Insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or In use of, damage to, corruption of, Inability any way respond to or assess the to access, or Inability to manipulate effects of an"asbestos hazard"; or "electronic data". (c) Arise out of any claim 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: detoxlfying or neutralizing or In any way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment;or Malls, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, ads or omissions, such as Information coercion, demotion, evaluation, "Bodily Injury", "properly damage", or reassignment, disdpline, "personal and advertising Injury" arising defamation, harassment, humlllellon directly or Indirectly out of any action or or discrimination directed at that omisslon that violates or Is alleged to person; or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily Injury" or of or addition to such law; "personal and advertising injury"to the (2) The CAN-SPAM Act of 2003, Including person at whom any of the employment-related practices any amendment of or addition to such described In Paragraphs(a), (b), or(c) law; or above Is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CANSPAM 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 Limbs Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage a. A trust, you are an Insured. Your trustees We will not pay expenses for"bodily Injury": are also Insureds, but only with respect to e. 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 c. Injury On Normally Occupied Premises your business, or your "employees", other 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 Ilablllty 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 G. 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 falling 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 organization having proper responsible for the conduct of such person is Any person or temporary custody your properly If you also an Insured, but only with respect to liability die, but only: arising out of the operation of the equipment,and 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 Nth 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 date 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 on Insured, but only with respect to liability arlsing out of the operation as si named Insured does not apply to Injury or damage with respect to which an in the watercraft,any and only a no other Insured under this Insurance Is also an Insurance rg any onfk1rd It 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 quality 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 organizatlon(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 eariler; 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 state or political Inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional Insured on your agreed to make or normally policy, provided the Injury or damage occurs undertakes to make In the usual subsequent to the execution of the contract or course of business, In connection agreement,or the Issuance of the permit. with the distribution or sale of the 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 at the vendor's premises In However, no such person or organization is an connection with the sale of the additional Insured under this provision If such product; person or organization Is Included as an 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 organlzation(s) (referred to damage" arising out of the sole below as vendor), but only with respect to o "bocilly Injury' or "property damage" arising owwnn acts cts or omissions or those of the vendor for Its out of "your products" which are distributed Its employees or anyone else exclusion does n or add In the regular course of the vendor's e n Its behalf. However, this business and only If this Coverage Parl exclu not apply to: provides coverage for "bodily Injury" or (1) The exceptions contained in "property damage" Included within the Subparagraphs (d)or(f); or "products-completed operations hazard". (11) 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 course of business, In This Insurance does not apply to: connection with the distribution (a) "Bodily Injury" or "property or sale of the products. damage" for which the vendor Is (2) This Insurance does not apply to any obligated to pay damages by Insured person or organization from reason of the assumption of whom you have acquired such products, liability In a contract or agreement. or any Ingredient, part or container, This exclusion does not apply to entering Into, accompanying or liability for damages that the containing such products. vendor would have in the absence 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 p In the product made Intentionally .,personal damage' or o by the vendor; "peersonal 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 substltolon 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 (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the 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 state or Insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily Injury" or 'property damage" place after you cease to lease that Included within the "products- land or be a tenant In that completed operations hazard", premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition Is not an Insured under Paragraphs a. operations performed by or on Through e. above, but only with behalf of such person or respect to liability for "bodily Injury', organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising Injury" caused, In whole or (1) Any architect, engineer, or surveyor, but In part, by your acts or omisslons 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. (1) The written contract or written (2) With respect to the Insurance afforded agreement requires you to to these additional Insureds, the provide such coverage to following additional exclusion applies: such additional Insured; and This Insurance does not apply to (II) This Coverage Part provides "bodily Injury", "property damage" or coverage for "bodily Injury" or "personal and advertising Injury" "property damage" Included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, Including; (2) With respect to the Insurance afforded (a) The preparing, approving, or to these additional Insureds, this failure to prepare or approve, Insurance does not apply to: maps, shop drawings, opinions, "Bodily Injury", "property damage" or reports, surveys, field orders, "personal and advertising Injury" change orders, designs or arising out of the rendering of, or the drawings and specifications;or failure to render, any professional (b) Supervisory, Inspection, architectural, engineering or surveying architectural or engineering services, Including: activities. Form SS 00 08 04 05 Page 13 of 24 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, geld 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 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 Declarations, 1. The Most We Will Pay 5, Damage To Premises Rented To You Limit The Limits of Insurance shown In the 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 a. Insureds; Liability Coverage for damages because of "property damage" to any one premises, while b. Claims made or"sults" 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 6, How Limits Apply To Additional Insureds Declarations. b. Damages because of all other "bodlly 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 limit set forth In Paragraph 3, above. (3) Cooperate with us In the Investigation, settlement of the claim or defense The Urnits of Insurance of this Coverage Part apply against the"suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, In the any remaining period of less than 12 months, starting with the beginning of the policy period shown In the enforcement of any right against any Declarations, unless the policy period Is extended person or organization that may be Insured liable the nsur after Issuance for an additional period of less than 12 etl because of Injury months, In that case, the additional period will be or damage which this Insurance deemed part of the last preceding period for purposes may also appllyy.. 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 voluntarilymake a payment, assume any obligation, or Incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or Insolvency of the Insured or of a. 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 ClalmOrSult 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: U. 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 entity, Form SS 00 08 04 OS 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 fall to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the Insurance business at the Inception date of this provided by the policy for "bodily Injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7, Otharinsurance Insurance required by that law. If other valid and collectible Insurance Is b. With respect to "moblie equipment" to available for a loss we cover under this which this Insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other 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 Actlon.Agalnst 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 compiled (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 or explosion this Insurance or that are In excess of the applicable limit of Insurance. An agreed Insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the Insured and the permission of the owner; claimant or the claimant's legal representative, (3) Tenant Liability 5. Separation Of Insureds Thal Is Insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented In this policy to the first Named Insured, this to you or temporarily occupied by you Insurance applies: with permission of the owner; a. As If each Named Insured were the only (4) Aircraft, Auto Or Watercraft Named Insured;and If the loss arises out of the maintenance b. Separately to each Insured against whom or use of aircraft, "autos"or watercraft to a claim Is made or"suit"Is brought, the extent not subject to Exclusion g. of 6. Representations SectionA.—Coverages. (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 share the remaining loss, If any,with Additional Insured To This any other Insurance that is not described In Insurance this Excess Insurance provision and was not That Is other Insurance available to an bought specifically to apply In excess of the additional Insured, Limits of Insurance shown In the 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 Part: this method also. Under this approach, (a) Primary Insurance When each Insurer contributes equal amounts Required By Contract until It has paid Its applicable limit of 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 part of any payment, Including permit that this Insurance Is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional Insured's own transferred to us. The Insured must do Insurance, this Insurance Is nothing after loss to Impair them. At our primary and we will not seek request, the Insured will bring "suit" or contribution from that other transfer those rights to us and help us Insurance. enforce them. This condition does not 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. W If the Insured has waived any rights of When this Insurance Is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the Insured against any"suit"if any Including Supplementary Payments, we other Insurer has a duty to defend the have made under this Coverage Part, we Insured against that "sult". If no other also waive that right, provided the Insured Insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the Insured's such person or organization In a contract, rights against all those other Insurers. agreement or permit that was executed prior to the Injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM 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 organizatlon(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 organlzation(s) shown In the use of equipment leased to you by such Declarations, but only with respect to liability person(s)or organlzatlon(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 Wham 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 organizatlon(s) a. WHO IS AN INSURED under Section C. is shown In the Declarations as an Additional Insured —Owners Or Other Interests From amended to Include as an additional insured Whom Land Has Been Leased, but only the person(s)or organlzatlon(s)shown In the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that pail Designated Person Or Organization; but only of the land leased to you and shown In the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of b. With respect to the Insurance afforded to Declarations.the premises leased to you and shown in the these additional Insureds, the following additional exclusions apply: b. With respect to the Insurance afforded to adds Insurance does not apply to: these additional Insureds, the following This 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 — State Or Political Subdivision - (a) 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 connection with the sale of the arising out of operations performed for the state or municipality;or product (2) "Bodily injury" or "property damage" (9) Products which, after distribution Included in the "product-completed or sale 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 vendors (1) The exceptions contained In business and only If this Coverage Part Subparagraphs (d)or(f); or provides coverage for "bodily Injury" or "property damage" Included within the (11) Such Inspections, "products-completed operations hazard". adjustments, tests or servicing b. The Insurance afforded to the vendor Is as the vendor has agreed to subject to the following additional exclusions: 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 organizatlon(s) shown In the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of Inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under 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. - Organlzatlon 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: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional 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 respect to the Insurance afforded to or Images contained In, on or upon the b. With res P 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 fallure 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 seml-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 Organlzatlon(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 05 BUSINESS LIABILITY COVERAGE FORM a. The United States 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 by you In the territory described In a,above; a. A contract for a lease of 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. feet of a railroad; 7. "Electronic data" means Information, facts or d. Any obligation, as required by ordinance, programs: to Indemnity 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 8. "Employee" Includes a "leased worker'. damage"to a third person or organization, "Employee" does not Include a "temporary provided the "bodily Injury" or "property worker'. damage" Is caused, In whole or In part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your Imposed by law In the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. Includes that part of any 10. "Hosflle fire" means one which becomes contract or agreement That In uncontrollable or breaks out from where It was railroad for bodily Injury" orr "property a pr openy 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 0405 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That Indemniftes 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 falling 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 equipment; or assumes liability for an Injury or (2) Cherry pickers and similar devices damage arising out of the Insured's used to raise or lower workers; rendering or failure to render professional services, Including those f. 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 "moblle 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 "bodily 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 "bodlly 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; (1) The transportation of property, unless f. Copying, In your 'advertisement", a the Injury or damage arises out of a person's or organization's "advertising condition In or on a vehicle not owned Idea"or style of"advertisement"; or operated by you, and that condition 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 "advertlsement'; 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, alkalls, 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 h. (1) Products that are still In your physical As used In this definition, "electronic date" Is possession; or not tangible property. (2) Work that has not yet been completed 21. "Sult" 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 failure 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 compensallon 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 OB 04 05