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HomeMy WebLinkAboutGlobal Parking Solutions, USA LLC - 2025-10-07 SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND GLOBAL PARKING SOLUTIONS, USA LLC FOR OPERATION OF MULTI-SPACE PAY STATIONS THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter called"City," and Global Parking Solutions, USA LLC, a California Limited Liability Company, hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of operation of multi-space pay stations. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW, THEREFORE, itis agreed by City and Contractor as follows: 1. Scope of Services Contractor shall provide all services as described in Exhibit"A,"which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the"Project." Contractor hereby designates Michael Kavur, who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 25-17000/389564 1 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit"B." The total sum to be expended under this Agreement, shall not exceed One Hundred Fifty Thousand Dollars ($150,000) during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. Contractor shall be paid pursuant to the terms of Exhibit"B." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commence 10/ 12S, or as soon as practicable after the execution of this Agreement by City (the "Commencement Date") and terminate two years from commencement date, unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit"A" are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 5. Extra Work In the event City requires additional services not included in Exhibit"A" or changes in the scope of services described in Exhibit"A," Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 6. Disposition of Plans, Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, date or programs, maps, memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 25-17000/389564 2 7. Hold Harmless Contractor 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, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor'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 a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, 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) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, 25-17000/389564 3 the aggregate limit must be no less than One Million Dollars ($1,000,000) 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 ($1,000,000) for this Project/Service. 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 Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a"deductible" or any other similar form of limitation on the required coverage. 10. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insu rance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and a separate "Additional Insured Endorsement" page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and c. promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the and original or a copyof the policyof insurance. Contractor shall pay, in a prompt timely manner, the premiums on the insurance hereinabove required. 25-17000/389564 4 12. Independent Contractor Contractor 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. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 13. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. Termination This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25-17000/389564 5 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. City Employees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent(as designated in Section 1 hereinabove) or to City as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses below. City and Contractor may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To City: Contractor: City of Huntington Beach Global Parking Solutions USA LLC Attn: Dir. Community &Library Services Attn: Michael Kavur 2000 Main Street 120 Vantis Drive, Suite 300 Huntington Beach, CA 92648 Aliso Viejo, CA 92656 19. Consent When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 25-17000/389564 6 21. Section Headings The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 25. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for City; 25-17000/389564 7 and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting, training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City, to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, • promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction—Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 29. Professional Licenses Contractor shall, through the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 25-17000/389564 8 30. Attorney's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 31. Survival Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 34. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25-17000/389564 9 35. Effective Date IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, a GLOBAL PARKING SOLUTIONS USA LLC municipal corporation of the State of A California limited liability cor ration Califonia By: Mayor Print name -(cfPcle hairman/President/ Vice President City Clerk AND By:_ INITIATED AND APPROVED: Pri name ITS: (circle o Secretary/Chief Financial Officer/Ass ecretary-Treasurer Dir. of Community & Library Svs. APPROVED AS TO FORM: (2-A'1?rtl (X.,- City Attorney REVIEWED AND APPROVED: City Manager COUNTERPART 25-17000/389564 10 35. Effective Date IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, a GLOBAL PARKING SOLUTIONS USA LLC municipal corporation of the State of A California limited liability corporation Califonia By: Mayor Print name ITS: (circle one) Chairman/President/ ,^ i Vice President '4-a City Clerk /0M2S- AND By: INITIATED AND APPROVED: Print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-Treasurer ►_, '' ir. Comm ity . Library Svs. APPROVED AS TO FORM: • �.- City Attorney REVIEWED AND APPROVED: City Manag:' COUNTERPART 25-17000/389564 1() EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) SEE ATTACHED EXHIBIT A B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: SEE ATTACHED EXHIBIT A C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: 25-17000/3 89564 11 EXHIBIT A 1. Contract Obligations 1.1 GPS is the sole authorized distributor of the Parking Meter Systems manufactured by Original Equipment Manufacturer (OEM) Global Integrated Solutions Ltd (GIS) & Integrated Technology Solutions Ltd (ITS). 1.2 Maintenance, Support and Services will be provided in accordance with the details provided in this document. 1.3 GPS shall ensure at all times it has an adequate stock of spare parts and consumables in order to ensure that the agreed terms of the Contract are met. The provision of parts includes parts and consumables required to operate the Equipment excepting those as scheduled in Section 13 Contract Exclusions. 1.4 The Customer agrees to give full and free access including the necessary keys and ibuttons to GPS and its approved representatives to carry out agreed maintenance work. 1.5 GPS shall be responsible for the services as listed in Section 4; for the Equipment listed in Section 14 Attachment A; and other activities reasonably undertaken to ensure the maximum operating availability of the Equipment. 1.6 Except in the case of urgent emergency programming requests (i.e. to block a lost ibutton key, etc.)the Customer agrees to provide GPS a minimum of one(1)week advance notice for unplanned rate or programming change requests. 2. Contract Summary For the purposes of clarification,the Maintenance,Support and Services obligations provided shall include: Select one and insert below Service See Section • YES ✓ NO • N/A Routine Corrective Maintenance (Level 1) 5 NO (by Customer) Preventative Maintenance 6 NO(by Customer) Reactive Corrective Maintenance(Level 2) 7 YES Spare Parts, Consumables & Extended YES Warranty 8 (unless otherwise excluded as per Section 15) Tariff and Security Reprogramming 9 YES Customer Training Services 10 NO Communications, Credit Card YES Transactions, Ezicom2 and Reporting 11 Ezicom2 and GPS Help Desk Support 12 YES Public Hot line 13 N/A 3. Routine Corrective Maintenance (Level 1) 3.1 Routine Corrective services are the day to day support services required for simple machine rectifications and first-line response to machine warnings and errors. This includes: a. Periodic clearance of any operational jams or replacement of components such as: i. coin mechanism ii. bill validator iii. card reader iv. ticket printer b. Perform periodic(monthly or as required)minor cleaning of coin mechanism, bill validator and credit card reader using GPS supplied or approved cleaning cards. c. Replacement of new ticket rolls from Customer stockticket m and printer testing after replacement. d. Daily check on communications connectivity on Ezicom2 Central Management System. e. Responding to machine errors and warnings identified by Ezicom2. f. Logging Call Outs with Ezicom2/GPS Help Desk for faults and assistance other than Corrective Services (Level 2). g. Reapplication of any damaged or missing decals. h. Cleaning exterior of machines and removal of any graffiti/posters. i. Periodic paint touch up of machines. 4. Preventative Maintenance Services 4.1 Preventative Maintenance is a regime to maintain machine reliability, ensure warranty obligations are met and ensure that all assets are fully operational, in good condition and compliant at all times. This includes: a. Operational testing of machines. i. Coin /Bill acceptance ii. Printing of Tickets iii. Credit Card payment functionality iv. Communications Connectivity v. Locking System—Service Door b. Internal cleaning. i. Printer head ii. Coin mechanism/Bill Validator iii. Credit Card Reader iv. Service Cabinet internals c. Testing and checking of machine service diagnostics and error code logs. d. Check and test all components. e. Replacement of faulty components still under warranty. f. Replacement components and spare parts are provided as part of the contract when failure is due to fair wear and tear. g. Identify any components that are out of warranty that will require future replacement due to excessive wear and tear. h. Check labeling and overall appearance of machines and advise if replacements are required. i. Check and update the version of the machine operating software/firmware as instructed by the manufacturer j. Check machine is firmly secured to the footing k. Document all Preventative Maintenance activity by completing the Preventative Maintenance Checklist record. 4.2 Hours of Work Per Customer schedule 4.3 Frequency The preventive maintenance will be performed every 6 months or sooner as may be required on each machine. 5. Reactive Corrective Maintenance (Level 2) 5.1 Reactive corrective maintenance is required to correct machine malfunction or failure to minimize the impacts of any loss of service, inconvenience to users and to protect the asset and goes beyond the Level 1 support provided by Customer technicians. Reactive corrective maintenance can include remote(telephone) support, remote software support and on-site technical support. Where Customer on-site Call Outs are requested on either an "As Needed" basis or if Customer purchases the Optional Extended On-Site Maintenance/Software Support offer, attendance on site or via remote support is available at the rates set out in Exhibit B. 5.2 Call Out Methods There are several methods for Reactive Corrective Maintenance (Level 2) service to be instigated. A Logged by the Customer to GPS Help Desk Support B Prompted by Ezicom2 On-Line Monitoring System Alerts and Warnings. Under the terms of this Contract the Call Out Methods are scheduled in: Section 14 Attachment B Response Obligations 5.3 Hours of Response GPS is to respond to Help Desk service requests for machine faults within the agreed response times. Under the terms of this Contract the Hours of Response are scheduled in: Section 14 Attachment B Response Obligations 5.4 Where remote support or on-site work has commenced during the agreed Hours of Response that may result in work outside of business hours, and that work cannot reasonably be held over to the next business day, such work will fall within the provision of this contract and will not attract additional fees/costs. 5.5 Outside of Hours of Response for Emergencies Where Customer Call Outs are requested outside the Hours of Response and attendance on site or remote support is required, this service is available at the rates set out in Exhibit B: 6. Spare Parts, Consumables & Extended Warranty 6.1 GPS is to ensure the availability of replacement components and spare parts (exchange and/or replacement)within the agreed response time when required. 6.2 When parts and components are replaced (from local stock held by Customer or when shipped to Customer by GPS) in the remedy of machine faults, the removed parts and component will be consolidated and returned to a GPS facility on a regular basis. A Return Material Authorization (RMA) number will be issued by GPS Help Desk Support. Customer will be responsible for cost of return freight only to GPS. Should a faulty warranty part be considered to be uneconomical to repair the part will be replaced with either: a new part, a repaired or refurbished part, or a part of equal age and quality. Replacement components and spare parts are provided as part of the contract when: a. Faulty components are under warranty or extended warranty plan; and b. Failure is due to fair wear and tear 6.3 Ordering and purchasing and stock management of any custom Machine Labels and Decals is the responsibility of the Customer. 6.4 Ordering and purchasing and stock management of Ticket Rolls is the responsibility of Customer. 6.5 Supply of spare parts (either purchased or under an extended warranty plan), consumables such as replacement ticket rolls, keys, ibuttons and batteries are chargeable at the rates set out in Exhibit B. 7. Tariff and Security Programming 7.1 Tariff Programming is normally managed by GPS. As part of GPS' obligations pursuant to this Agreement it shall provide Tariff Programming if required by the Customer. Unless specifically included in the contract, tariff changes will be charged at rates detailed in Exhibit B. 7.2 For ibuttons and keys under GPS care, the reprogramming of ibuttons and ibutton and key replacements due to loss or theft is the responsibility of GPS. For ibuttons and keys under Customer care, the reprogramming of ibuttons and ibutton and key replacements due to loss or theft is chargeable. Additional ibuttons and keys for Customer use are also chargeable. 7.3 Under the terms of this Contract any Tariff and Security Programming Obligations are scheduled in: Section 14 Attachment C Other Obligations j I 8. Customer Training Services 8.1 Under the terms of this Contract anyRefresher Training Obligations are scheduled in: Section 14 Attachment C Other Obligations 9. Communications, Ezicom2 CMS, Credit Card Transactions. 9.1 Communications Cellular Data Ezicom2 uses a secure APN, cellular data connection from the meters so Ezicom2 data traffic is protected and meets banking requirements for secure Credit Card processing and other forms of on-line electronic payment schemes. 9.2 Ezicom2 Central Management System Ezicom2 is the monitoring and reporting software required for GPS parking meters as provided in terms of this agreement. The customer acknowledges that such software is owned by ITS/GPS. ITS/GPS grants to the Customer that during the operational life of the parking meters that Ezicom2 reporting will be available. Such reports shall be available for downloading on-line 7 days per week and 24 hours per day. GPS shall during the term of the Agreement provide to the Customer telephone support when required to Customer employees, in particular new employees. 9.3 Credit Card Transactions The Customer acknowledges that the credit card gateway services will be provided by Windcave Inc. (or such other reputable third-party merchant services provider that GPS may engage). 9.4 GPS Reporting Obligations Audit Reporting, Revenue Reconciliations and other statistical reporting is the responsibility of the Customer unless otherwise negotiated between the parties and recorded in writing. Under the terms of this Contract any Reporting Obligations are scheduled in: Section 14 Attachment C Other Obligations 9.5 Contract rates The contract rates for Communications, Ezicom2, Credit Card Transactions and GPS Reporting(if applicable)are scheduled in Exhibit B: 10. Ezicom2 Jobs & GPS Help Desk Support 10.1 Customer has access to the Ezicom2 Jobs module and GPS Help Desk where service calls can be reported, logged and allocated. 10.2 Service requests can be reported direct to Ezicom2 or via phone or email. Typical service request information recorded includes: - Meter ID - Reported Fault or Service Request - Symptom—what does the machine/system do/not do - Any error or system messages 10.3 Remedial action is managed by the.GPS Support Team. The Support Team determines the required actions and directly liaises with the Customer Field Team to diagnose and rectify the problem. The GPS Support Team will advise details to the Customer of the site visit timeline, if required. The GPS Field Team may contact the Customer directly to gather further information or to arrange the site visit. Where requested GPS will update the Customer until the call is completed, giving the current status and expected action time frame for the call. The GPS Support Team will update the service request log immediately upon completion. 10.4 The GPS Help Desk Support is available between the hours of: 8:00 am to 5:00 pm EST Monday to Friday, excluding public holidays by email: by phone: 888-863-1266 ext 2 10.5 The contract rates for the GPS Help Desk (if applicable) are scheduled in Exhibit B. 11. Public Hotline 11.1 Not applicable 12. Alterations to Equipment covered under Contract 12.1 The breadth of the contract may be expanded to include additional machines, with the concurrence of the other party in writing. 12.2 Expansion is to be negotiated on a quantity basis with the original contract sum the basis for the calculation. Where any expansion may reasonably be considered outside of this contract, the expansion and cost of contract is to be negotiated between the parties and recorded in writing. 13. Contract Exclusions Limitation of Liability 13.1 Repairs or Replacements of Spare Parts and Components (Labor and Parts) required as a result of the following actions and circumstances are excluded from the contract and will be subject to additional charges as per the Schedule of Rates a. Vandalism, abuse, burglary and willful damage, b. Acts of war, terrorism, public disturbances and riots; c. Acts of god,fire,flood, lightning, electrical spiking, earthquake, hurricane; d. Connecting the goods to equipment not approved for connection by customer staff; e. Malicious damage; willful neglect and acts of omission; not following the terms and conditions or the correct instructions for the goods; by customer staff. f. Unauthorized maintenance by persons other than by an authorized/trained GPS Service Provider; g. Incorrect storage, mishandling, dropping, accidents; excessive shocks; h. Unauthorized programming; i. Use of spare parts or other consumable items (such as paper and batteries) that are not recommended or approved by GPS; j. Use of inadequate goods packaging when returning to GPS for repair or exchange; k. Defects caused by adaptations or modifications carried out without GPS approval. I. The goods being used beyond their normal capacity causing excessive wear and tear. m. The goods have not been maintained in accordance with the manufacturer's • recommendations, including routine preventative maintenance. n. Leaking batteries 13.2 Supply of consumables such as ticket rolls, replacement keys and ibuttons and new batteries are chargeable at the rates set out in Exhibit B. 13.3 Limitation of Liability Notwithstanding anything to the contrary in this Agreement, in no event shall GPS be held liable for: - loss, damage or destruction of Customer's property caused by burglary, acts of vandalism, fire, flood, lightning, electrical spiking, earthquake, hurricane and any other act of God or act or omission of third parties not related to GPS. -Continuity and availability of an existing cellular network. Neither party shall be liable under this agreement for any damage, loss, liability, costs, charge, expense, outgoing or payment however so arising out of or in respect of an Indirect or Consequential Loss. 14. Attachments: A Site Details and Equipment Listing B Response Obligations C Other Obligations Attachment A Site Details and Equipment Listing All equipment quantities as detailed in an official purchase order issued pursuant to Request for Proposals 2021-1203, Multi-Space Pay Stations. Attachment B esp .nse B1 Call Out Methods YES/NO Under the terms of this Contract the following Call Out methods may apply: a Logged by the Customer to GPS Help Desk. YE: b Prompted by Ezicom2 On-Line Monitoring System Alerts and YE: Warnings. B2 Hours of Response GPS is to respond to Help Desk service requests within the agreed response times. Under the terms of this Contract the following Response Times will apply: Days Hours of Response Minimum Response Time Monday to Friday 8:00 am to 5:00 pm EST 24 hours Attachment C •*her ®bpi t or s Cl Tariff and Security Programming As part of GPS'obligations pursuant to this Agreement it shall provide,if required by the Customer the following Programming. Number of Tariff Programs per annum per machine(including Any and all required updating of Statutory Holiday Days When the number of Tariff or Security Programs exceeds the Contract Obligations extra programming is charged at the rates as set out in: Section 17 Attachment D Schedule of Fees C2 Customer Training Services As part of GPS' obligations pursuant to this Agreement it shall provide, if required by the Customer in each 12 month period of this Agreement the following refresher training workshops as part of the Contract Fee. Workshop Refresher Training Workshops covered under Contract Quantity 1 Parking Enforcement/Customer Call Centre Staff 0 2 Cash Collection Staff/Contractors 0 3 Audit and Administration Staff 0 4 Ezicom2 Central Management System 0 Level 1 Technical Service 0 Routine Service 5 Level 2 Technical Service Preventative Maintenance Service 0 Level 3 Technical Service Trouble Shooting Service 0 C3 GPS Reporting Obligations As part of GPS' obligations pursuant to this Agreement it shall provide, if required by the Customer the following Reports. # Report Name Frequency!Dates 1 GPS Attendance and Jobs Report N/A 2 Reports are available on demand from Ezicom2 and are included as part of the CMS Monthly Fee. , This includes reports for: O Cash Collections/Removals o Card Summary Report(Credit Card) GPS will set up initial o Other payment types automatic report G Total Revenue Summaries scheduling from Ezicom2 ® Machine Availability/Performance at frequencies and report • Occupancy types as required by o Revenue by Hour Customer o Vault Status a Downtime hours/Error Type GPS will train Customer on Ezicom2 and assist with the set up for automatic report generation at the frequencies as required by Customer, C4 Spare Parts Obligations As part of GPS' obligations pursuant to this Agreement it shall provide local spare parts inventory (Philadelphia, PA and/or Aliso Viejo,CA) as may be required. Spare parts are outlined in the current Spare Parts price list for each parking meter model operating. See Attachment D5 Spare Parts pricing may be subject to change. EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: SEE ATTACHED EXHIBIT B B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide, at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the 25-17000/389564 12 parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 25-17000/389564 13 Exhibit B Note: All prices shown exclude taxes if applicable. (Price) ax (Total) Description Per meter per g Per month month Ezicom2 -Online Integrated Central Management System Includes: • Web Hosting & Back Up $55.00 $2,035.00 • Upgrades (or$660.00 37 (or$24,420.00 • User Access Licenses per year) per year) • Meter events & credit card authorizations ** (see below) • Help Desk Support • 4G SIM card and cellular data ** PCI / EMV Contact Chip Compliant— Includes first 1000 credit card authorization transactions per meter per month. ** Note: Excess credit card **Subject to transactions billed at$0.06 per monthly authorization billing Supported Merchant Processors include: Chase Paymentech; Elavon; TSYS; First Data; Heartland Note: Excludes additional or other Bank, Merchant or Gateway fees not detailed above. Service Maintenance Contract Fee The Contract Fee for Service Maintenance Description Unit Comments Price Per Routine Corrective Maintenance (LevelBy Customer 1) meter Preventative Maintenance Per By Customer meter Reactive Corrective Maintenance I (Level 2) On an "As Needed" Basis. $140 Per As Needed hour Charged in 15 minute increments Reactive Corrective Maintenance II (Level 2) Extended On-Site Maintenance/Software $140 h rrr As Needed Support Other Fees a) For service and technical labor, programming not covered by the terms of the Contract and Contract Exclusions the following casual base rates apply: 8:00 am to 5:00pm EST Monday to Friday $140/hour (Excluding Public Holidays) Spare Parts Price List See current spare parts price list for details. ✓ctt_/ AcoRcr® DATE(MM/DD/YYYY) ��- CERTIFICATE OF LIABILITY INSURANCE 3/6/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Kimberly Lucas Marsh&McLennan Agency LLC PHONE I FAX Marsh&McLennan Ins.Agency LLC oMCAxo.Exo.800-321-4696 (Arc NoL___ PO Box 85638 ADDRESS: kimber_ly.lucas@marshmma.com San Diego CA 92186 INSURER(S)AFFORDING COVERAGE NAIC# License#:0H18131 INSURER A:Sentinel Insurance Company Ltd 11000 INSURED GLOBAPARKII INSURER B:Hartford Insurance Co.of the Midwest 37478 Global Parking Solutions USA LLC 120 Vantis Dr,Suite 300 INSURER C:Underwriters at Lloyd's London 55555 Aliso Viejo CA 92656 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:614098845 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IPOLICY EFF POLICY EXP NSR ADOLTYPE OF INSURANCE INSD wvoSUBR POLICY NUMBER IMM DD/YYYY1 IMM DD//YYYYI LIMITS LTR INSD WVD A X COMMERCIAL GENERAL LIABILITY Y Y 72SBABQ5054 4/29/2024 4/29/2026 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 MEO EXP(Any one person) $10,000 PERSONAL&AOV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 2,000,000 POLICY Li PRO JECT X LOC PRODUCTS-COMP/OP AGG S 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y 72SBABQ5054 4/29/2024 4/29/2026 COMBINED SINGLE LIMIT $1,000,000 (Ea accident)_ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED x NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) A X UMBRELLA LIAR X OCCUR 72SBABQ5054 4/29/2024 4/29/2026 EACH OCCURRENCE $3,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000,000 DED X RETENTION$inn ------�-�� $ B WORKERS COMPENSATION 72WECJL1678 4/12/2024 4/12/2026 X AND EMPLOYERS'LIABILITY STATUTE ER ANYPROPRIETORIPARTNER/EXECUTIVE YNN N/A E.L.EACH ACCIDENT S1,000,000 OFFICER/MFnI NH)EXCLUDED? E.L.DISEASE-EA EMPLOYEE S 1,000,000 (Mandatory In NH) It yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C E&O/Cyberuability APT1213825 1/8/2025 1/8/2026 S1,000,000 Each Claim Claims-Made 55,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached II more space Is required) The City,its officers elected or appointed officials,employees,agents,and volunteers are named as additional insured with respects to General Liability. APPROVED AS TO FORM (...jyA BV_----- MICHAEL J.VIGUOTTA CITY ATTORIdEY CERTIFICATE HOLDER CANCELLATIONCIT'i'Up HtNl1'IPIGTOFIREACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach 2000 Main Street AUTHORIZED REPRESENTATIVE Huntington Beach CA 92648 ji/hilt,j, '(,, 1 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 72 SBA BQ5054 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - VENDOR LOC 001,002 BLDG 001 CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEER 2000 MAIN ST HUNTINGTON BEACH, CA 92648 Form IH 12 00 11 85 T SEQ. NO. 005 Printed in U.S.A. Page 001 Process Date: 02/26/25 Expiration Date: 04/29/26 POLICY NUMBER: 72 SBA BQ5054 y 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 Organization(s): SEE IH1200 Location(s) Of Covered Operations: SEE IH1200 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 organization(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: 02/11/25 Policy Expiration Date: 04/29/26 © 2011,The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission) POLICY NUMBER :72 SBA BQ5054 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 Organization(s): SEE IH1200 Location And Description Of Completed Operations: SEE IH1200 Section C. — Who Is An Insured is amended to include the following: (2) Supervisory, inspection, quality a. The person(s) or organization(s) shown in control, architectural, engineering or the Schedule on the Declarations is also surveying activities or services; an additional insured, but only with (3) Maintenance of job site safety, respect to liability for "bodily injury" or construction administration, "property damage" caused, in whole or in construction contracting, construction part, by "your work" and at the location management, computer consulting or designated and described in the Location design software development or And Description Of Completed Operations programming service, or selection of Schedule in the Declarations performed a contractor or programming service; for that additional insured and included in (4) Monitoring, sampling, or testing the "products-completed operations service necessary to perform any of hazard". the services included in (1), (2) or (3) b. With respect to the insurance afforded to above; these additional insureds, this insurance (5) Supervision, hiring, employment, does not apply to "bodily injury", "property training or monitoring of others who damage" or "personal and advertising are performing any of the services injury" arising out of the rendering of, or included in (1), (2)or(3) above; the failure to render, any professional c. The insurance afforded to these architectural, engineering or surveying additional insureds only applies to the services, including: extent permitted by law. (1) The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications, payment requests, manuals or instructions; Form SS 41 71 12 19 Page 1 of 1 Process Date:02/11/25 Policy Expiration Date: 04/29/26 © 2019, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission) SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 72 SBA BQ5054 LOSS PAYEE: FORM SS 12 12 SEE FORM IH 12 00 Form Numbers of Forms and Endorsements that apply: ss 00 01 03 14 SS 00 05 10 08 SS 00 07 07 05 SS 00 08 04 05 SS 00 38 04 04 SS 00 60 09 15 SS 00 61 07 19 SS 00 69 09 16 SS 84 01 09 07 SS 41 70 06 11 SS 41 71 12 19 SS 01 21 02 20 SS 01 25 07 08 SS 42 06 03 17 SS 04 08 09 07 SS 04 19 09 09 SS 09 22 07 05 SS 09 30 07 05 SS 04 38 09 09 SS 04 39 07 05 SS 09 41 03 18 SS 09 92 03 17 SS 04 49 07 05 SS 04 45 07 05 SS 04 46 09 14 SS 09 47 04 09 SS 04 80 03 00 SS 04 84 09 09 SS 04 86 03 00 SS 90 18 07 05 SS 90 26 03 17 SS 40 93 07 05 SS 41 12 06 22 SS 41 51 10 09 SS 41 63 06 11 IH 10 01 09 86 SS 05 97 09 15 SS 50 04 06 09 SS 51 11 03 17 0-4190-0 SS 09 01 12 14 SS 09 18 12 14 SS 09 67 09 14 SS 09 70 12 14 SS 09 71 12 19 SS 12 12 03 92 SS 50 44 07 04 IH 99 40 04 09 IH 99 91 04 09 SX 80 01 06 97 SS 51 33 12 23 SS 83 76 12 20 SS 89 93 07 16 SS 12 23 06 11 IH 12 00 11 85 LOSS PAYEE IH 12 00 11 85 ADDITIONAL INSURED - PERSON-ORGANIZATION IH 12 00 11 85 ADDITIONAL INSURED - MANAGER/LESSOR IH 12 00 11 85 ADDITIONAL INSURED - OWNER, LESSEES OR CONTRACTOR Form SS 00 02 12 06 Page 010 Process Date: 02/11/25 Policy Expiration Date: 04/29/26 • 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", (2) "Personal and advertising injury" any partner or member(if you are 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 responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment,and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property;and However,no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or organization responsible for the conduct of The insurance afforded herein for any subsidiary not shown in the Declarations such person is also an insured, but only with respect to liability arising out of the operation as a named insured does not apply to injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an insurance of any kind is available to that insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft;or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50%of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period,whichever is earlier;and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) 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 al s additional insured under this provision if such connection with the sale of the 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 damage" arising out of the sole Any person(s)or organization(s) (referred to below as vendor), but only with respect to negligence of the vendor for its own acts or omissions or those of "bodily injury" or "property damage" arising out of"your products" which are distributed its employees or anyone else or sold in the regular course of the vendor's acting on its behalf. However, this exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs(d)or(f);or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual 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 with respect to their liability for"bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) 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 state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (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 omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, In whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you;or (a) In connection with your premises; (c) In connection with"your work"and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured;and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you,including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications;or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or r 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 ail 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 The Damage To Premises Rented To You Declarations and the rules below fix the most we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. insureds; "property damage"to any one premises, while b. Claims made or"suits" brought;or rented to you,or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing"suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion,the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard"is damage results from fire,lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations. b. Damages because of all other "bodily The most we will pay on behalf of a person or organization who is an additional insured "personal , "property damage" or and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision;or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3.above. . settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the"occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit"as soon as practicable. insured is a trust;or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 • BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3: Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified 'as proof of Hazards financial'responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is 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 Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured;or other insurance, whether primary, excess, b. To sue us on this CoverageForm unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That is fire, lightning 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 That is insurance purchased by you to cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage"to premises rented and any rights or duties specifically assigned 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 Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy,you agree: If the loss arises out of "property (1) The statements' in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k.of Section A.— representations you made to us;and Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance;or insurance. (7) When You Add Others As An We will 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. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. Is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for"bodily Organization injury", "property damage': or "personal WHO IS AN INSURED under Section C. Is and advertising injury"caused, in whole or amended to Include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s)or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance, afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations;or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C.is 2. Additional Insured - Managers Or Lessors • amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured—Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only. the person(s)or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization;but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership,maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following additional exclusions apply: b. With respect to the insurance afforded to these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any "occurrence" that takes place This insurance does not apply to: after you cease to lease that land;or (1) Any "occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises;or performed by or on behalf of such person or organization. (2) Structural alterations, new 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 - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to. the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily "property damage" except such operations performed injury", "pro ert or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality;or " (g) Products which, after distribution (2) "Bodily injury" or "property damage"e or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations"hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C.is the vendor;or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor)shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or"property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs(d)or(f);or provides coverage for "bodily injury" or "property damage" included within the (ii) Such inspections, "products-completed operations hazard". adjustments, tests or servicing b. The Insurance afforded to the vendor is as the vendor has agreed to make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured—Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown In the by the vendor; Declarations as an Additional insured — (d) Repackaging, unless unpacked Controlling Interest, but only 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. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured-Owner,Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (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 or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products;or does not apply to "bodily injury", "property damage" or "personal an advertising b. An interactive conversation between or injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services,Including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications;or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury"means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness;or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory"means: Page 20 of 24 Form SS 00 08 04 05