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HomeMy WebLinkAboutPW11-153 - Original - Noel, Inc. - Green River Levee Flood & Ecosystem Restoration - 04/04/2011 6"sy T'3`i^ • oxvmm.x is Records M = gernerilm.; KENT Document WASHINGTON CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Noel Inc. Vendor Number: ID Edwards 1/Number Contract Number: Nt 1— f S3 This is assigned by City Clerk's Office Project Name: Green River Levee Flood & Ecosystem Restoration Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: ' Contract Effective Date: Date of the Mayor's signatureTermination Date: 12/31/11 Contract Renewal Notice (Days): Number of days required notice for termination or renewal or amendment Contract Manager: Toby Hallock Department: Engineering Detail: (i.e. address, location, parcel number, tax id, etc.): Provide professional engineering and environmental services for the Green_River Levee Flood Control Protects, Emergency Flood Fight, and Ecosystem Restoration Projects. S:Public\RecordsManagement\Forms\ContractCover\adcc7832 1 11/08 0000 KENT W A H I N 0 T 0 N CONSULTANT SERVICES AGREEMENT between the City of Kent and Noel Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Noel Inc. organized under the laws of the State of Washington, located and doing business at 7359 23 d Ave. NW, Seattle, WA 98117, Phone: (206) 973-6635. Contact: Noel Gilbrough (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: The Consultant shall provide professional engineering and environmental services for the Green River Levee Flood Control Projects, Emergency Flood Fight, and Ecosystem Restoration Projects. For a description, see the Consultant's Scope of Work which is attached as Exhibit A and incorporated by this reference. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. Upon the effective date of this Agreement, Consultant shall complete the work described in Section I by December 31, 2011. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Twenty Two Thousand, One Hundred Dollars ($22,100.00) for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this CONSULTANT SERVICES AGREEMENT - 1 (Over$10,000) Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. CONSULTANT SERVICES AGREEMENT - 2 (Over$10,000) VII. INDEMNIFICATION. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, and files available to the City upon the City's request. The City's use or reuse of any of the documents, data and files created by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. CONSULTANT SERVICES AGREEMENT - 3 (Over$10,000) XII. WORK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for an loss of or damage to materials, tools, or other articles used or held for use in P Y 9 connection with the work. XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of CONSULTANT SERVICES AGREEMENT - 4 (Over$10,000) the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. CONSULTANT: CITY OF KENT: I a By: By gnatu& (signCture) Mook ePPrint Na e: k� I_ 16LolA(A� mt Suzette orIts OLOtif(l, (title) DATE: mf+ac0- I5. C200 DATE: 5! NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Noel Gilbrough Timothy J. LaPorte, P.E. Noel Inc. City of Kent 7359 23rd Ave. NW 220 Fourth Avenue South Seattle, WA 98117 Kent, WA 98032 (206) 784-1894 (telephone) (253) 856-5500 (telephone) (253) 856-6500 (facsimile) APPROVED AS TO FORM: [, 2xLC t Ken Law Department Noel Inc-Flood&Ecosystem Restomtlon/Hallodc CONSULTANT SERVICES AGREEMENT - 5 (Over$10,000) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. Dated this day of NMi'Z(- If- , 20j) r By: 1 For: k-10FIL Fmci Title: Date: 7A-2e Z o ( I EEO COMPLIANCE DOCUMENTS - 1 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. Dated this day of , 20 By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 EXHIBIT A SCOPE OF WORK FOR PROFESSIONAL ENGINEERING AND ENVIRONMENTAL SERVICES FLOOD CONTROL PROJECTS • Assist the City in all actions leading up to Full FEMA Certification of the City's Levees • Assist the City in the development of Levee Vegetation Variances • Provide river levee consultation to city staff on the city's Green River Levee projects including: Horseshoe Bend, Foster Park, Hawley Road, SR516 to S 2315t Way, Russell Road Lower/Lowest, Boeing, and Briscoe/Desimone. • Engage in meetings and conference calls to help resolve planning and design issues • Provide guidance on Corps contacts and processes relating to levee designs and permitting • Work with City on issues dealing with repair of the Howard Hanson Dam • Prepare follow-up correspondence which documents recommendations and findings EMERGENCY FLOOD FIGHT • Provide consultation to city staff to discuss the city's planning and response to emergency flood fighting for the Green River. This work includes consultation for: o During flood events work as a technical advisor to the City and assist with its coordination with King County and Corps of Engineers o Flood containment and protection for levees, and o Repair and reconstruction of damaged levees • Provide guidance on Corps contacts for services relating to flood fights • Provide guidance on Corps contacts and federal processes relating to funding • Prepare follow-up correspondence which documents recommendation and findings ECOSYSTEM RESTORATION PROJECTS • Provide river and levee restoration consultation to city staff on the city's USACE Green- Duwamish River Ecosystem Restoration Projects. These restoration projects include: o Lake Meridian Outlet o Riverview Park Channel, o Russell Road Upper Levee, o Russell Road Lower Levee, o Russell Road Lowest Levee, o Boeing Levee • Provide river and levee restoration consultation on the city's Green River restoration projects including: o Downey Farmstead Channel o Leber/Mill Creek Auburn Back Channel • Engage in meetings and conference calls to help resolve planning and design issues • Provide guidance on Corps and Federal processes relating to project funding and permitting • Prepare follow-up correspondence which documents recommendations and findings Contact Information: Noel Gilbrough, PE 7359 23rd Ave NW Seattle WA 98117 206-784-1894 gilbrough@comcast.net w ti w U n w N Q f— W F— Q O ❑ z 0 0 0 0 ^ 0 o a o t- t o I n t0 M N N Q N U VT lA VT Vf Ln 2 J W Q 00 00 00 O 0 F- z L U n 0) a N N O 2 w N Z w Y p zO O O w Y Y cd L" c�C m W L y L ❑ to u a> m Z =1 X O w z L L z w o w v U U O V) 2 U U ofU Of y �'i a a y Y _ Z J w y O i. O a) O �, cp E y K o � O > C E Q Q O ❑ y = - W a �_ O c O ti O J '9 C O a. Z cC 7�`J LL > a b C,3 z y r > y 3 LL O O , -p U y c c y to _2 U = cCd w aL-+ U O l7 O cd w N O p y r0 Z o U E w ¢ C w U C7 0 �o=o Q u o m w o a co c a O = m 3 ry bi z rl N M U N N 00 J yJ n O Q 01 Ln Q lD Z 0 F- U Z n �n EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Automobile Liability insurance covering all owned, non- owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 3. Professional Liability insurance appropriate to the Consultant's profession. 4. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit. EXHIBIT E (Continued) 2. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. If the Consultant elects to purchase Claims Made coverage, the Consultant is then obligated to purchase "tail" coverage for a minimum of 3 years beyond the expiration of such coverage last purchased. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. a MRB DATE IMM/DD/YYYY) '4�/ P CERTIFICATE OF LIABILITY INSURANCE R054 03-25-2011 THIS CERTIFICATEIS 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 ADDITIONALINSURED,the pollcy(Ies) must be endorsed If SUBROGATIONIS 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(sl PRODUCER CONTACT NAME USAA INSURANCE AGENCY INC/PHS PHONE 7-1AX AIC No Ext (888)242-1930 IA1C,Not (677)905-045 812846 P: (888) 242-1430 F: (877) 905-0457 E-MAIL ADDRESS PO BOX 33015 PRODUCER SAN ANTONIO TX 78265 Cu 5TOM ER ID# INSURERISI AFFORDING COVERAGE NAIC# INSURED INSURER Hartford Casualty Ins Co NOEL GILBROUGH INSURER B 7359 23RD AVE NW INSURER SEATTLE WA 98117 INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS ILTR TYPE OF INSURANCE WVD POLICY NUMBER IMMIDDIYYYYI (MM/ODlYYVYI IMITS GENERAL LIABILITY rt ENCE $ 1 0-0-D 0 0 0 COMMERCIAL GENERAL LIABILITY ccurTED rMcel S 300, 000 ACLAIMS MADE �OCCUR ne personl b 10, 000X General Liab X 65 SBM R02435 oz/Ot/zou oz/oL/zolzVINJURY 51, 000, 000 EGATE $ 2, 000, 000 'L AGGRE ATE LIMB A�PEUE�S PER PRODUCTS-COMP/OP AGG b 2, 000, 000 POLICY PRO-JFCT � LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) b 1, 000, 000 ANY AUTO BODILY INJURY IPer person) S ALL OWNED AUTOS BODILY INJURY IPer accident) b A SCHEDULED AUTOS 65 SBM R02435 oz/oL/zou oz/ot/zoiz PROPERTY DAMAGE b X HIRED AUTOS (Per accident) X NON-OWNED AUTOS $ 5 UMBRELLA LIAB OCCUR EACH OCCURRENCE S EXCESS LIAR CLAIMS-MADE AGGREGATE $ DEDUCTIBLE $ RETENTION 8 S WORKERS COMPENSA 7/ON WC STATU- OTH ANDEMPLOVERS LIABILITY T,I N TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBEREXCLUDED7 NIA EL EACH ACCIDENT 5 (Mmdatory m NH/ E L DISEASE-EA EMPLOYE b Ifyes describe under DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT 5 DESCRIPTION OFOPERATIONS I LOCATIONS/VEHICLES(Attach ACORD 101,Addawnal Remarks Schedule,d more space Is requeed) Those usual to the Insured' s Operations . CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE City of Kent DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS 220 4 TH AVE S AUTHORIZFD REPRESENTATIVE KENT, WA 9 8 0 3 2 / A-z 0 1988-2009 ACORD CORPORATION All rights reserved ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 65 SBM R02435 X THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON-ORGANIZATION THE CITY OF KENT PUBLIC WORKS ENGINEERING 222 FOURTH AVE. SO. KENT WA 98032 Form IH 12 00 11 85 T SEQ.NO. 003 Printed in U.S.A. Page 001 Process Date: 12/20/10 Expiration Date: 02/01/12 UW COPY BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension-Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense,Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage Read the entire policy carefully to determine rights,duties and what is and is not covered Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us"and "our" refer to the stock insurance company member of The Hartford providing this insurance The word "insured" means any person or organization qualifying as such under Section C -Who Is An Insured Other words and phrases that appear in quotation marks have special meaning Refer to Section G - Liability And Medical Expenses Definitions A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the "coverage territory", AND ADVERTISING INJURY) Insuring Agreement (b) The "bodily injury" or "property damage" occurs during the policy a. We will pay those sums that the insured period,and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and C — Who Is An Insured and no advertising injury" to which this insurance "employee"authorized by you to give applies We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the "bodily injury" seeking those damages However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy penod, that advertising injury" to which this insurance the "bodily injury" or "property does not apply damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or"suit"that may result But damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance, and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1. of Section explicitly provided for under Coverage C — Who Is An Insured or any "employee" Extension-Supplementary Payments authorized by you to give or receive notice b. This insurance applies of an "occurrence" or claim (1) To "bodily injury" and "property (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or damage" only if any other insurer, Form SS 00 08 04 05 Page 1 of 24 © 2005,The Hartford E f f L < BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault These payments will not exceed the injury"or"property damage",or applicable limit of insurance We will pay (3) Becomes aware by any other means that reasonable expenses for "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur accident, d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices, and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury" professional nursing and funeral e. Incidental Medical Malpractice services (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend be deemed to be caused by an "occurrence", but only if (1) All expenses we incur (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services, and any vehicle to which Business Liability (b) You are not engaged in the Coverage for"bodily injury" applies We do not have to furnish these bonds business or occupation of providing such services (3) The cost of appeal bonds or bonds to release attachments, but only for bond (2) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance We do not have to furnish malpractice, any act or omission these bonds together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one"occurrence" investigation or defense of the claim or "suit", including actual loss of earnings 2. MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work a We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the"suit" accident (6) Prejudgment interest awarded against (1) On premises you own or rent, the insured on that part of the judgment (2) On ways next to premises you own or we pay If we make an offer to pay the rent, or applicable limit of insurance, we will not (3) Because of your operations, pay any prejudgment interest based on that period of time after the offer provided that (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period, offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance the accident, and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance examination, at our expense, by physicians of our choice as often as we reasonably require Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b (b) of Section B. — that is an "insured contract", Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured, injury" and "property damage" and will (3) The obligation to defend, or the cost of not reduce the Limits of Insurance the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same "insured contract", and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements, or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee, terms of the agreement described in (5) The indemnitee and the insured ask Paragraph (6)above,are no longer met us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to and the indemnitee, and a. Expected Or Intended Injury (6) The indemnitee (1) "Bodily injury" or "property damage" (a) Agrees in writing to expected or intended from the (i) Cooperate with us in the standpoint of the insured This investigation, settlement or exclusion does not apply to "bodily defense of the"suit", injury" or "property damage" resulting from the use of reasonable force to (H) Immediately send us copies of protect persons or property, or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the "suit", acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury" indemnitee, and b. Contractual Liability (Iv) Cooperate with us with 1 "Bodily "property dama e or respect to coordinating other ( ) injury"ry or g ' applicable insurance available (2) "Personal and advertising injury" to the indemnitee, and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to liability in a contract or agreement (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of "suit", and (a) "Bodily injury", "property damage"or (ii) Conduct and control the "personal and advertising injury"that defense of the indemnitee in the insured would have in the such "suit" absence of the contract or agreement,or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business,or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of(1) above subsequent to the execution of the This exclusion applies contract or agreement Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an 'insured contract", reasonable an employer or in any other capacity, attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury "bodily injury" or "property damage" This exclusion does not apply to liability provided assumed by the insured under an "insured (i) Liability to such party for, or for contract" the cost of, that party's defense f. Pollution has also been assumed in the same "insured contract", and (1) "Bodily injury", "property damage" or "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of"pollutants" resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged location which is or was at any time owned or occupied by, or c. Liquor Liability rented or loaned to any insured "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to reason of (i) "Bodily injury"if sustained within (1) Causing or contributing to the a budding and caused by intoxication of any person, smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol,or cool or dehumidify the budding, (3) Any statute, ordinance or regulation or equipment that is used to relating to the sale, gift, distribution or heat water for personal use, by use of alcoholic beverages the building's occupants or their guests, This exclusion applies only if you are in the ri "Bodilyinjury" or "property business of manufacturing, distributing, O be selling, serving or furnishing alcoholic damage" for which you may be held liable, if you are a beverages contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law additional insured at that e Employer's Liability premises, site or location and "Bodily injury" to such premises, site or location is not and never was owned or (1) An "employee" of the insured arising occupied by, or rented or out of and in the course of loaned to, any insured, other (a) Employment by the insured,or than that additional insured,or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (III) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire", subcontractor, (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste, into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor, or as waste by or for (Iii) "Bodily injury" or "property (i) Any insured, or damage" arising out of heat, smoke or fumes from a (i) Any person or organization for "hostile fire", or whom you may be legally responsible; (e) At or from any premises, site or location on which any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of,"pollutants" connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor However, this of any. subparagraph does not apply to (a) Request, demand,order or statutory (1) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way respond to or assess the effects of needed to perform the normal p electrical, hydraulic or "pollutants",or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment"or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them This responding to, or assessing the exception does not apply if the effects of, "pollutants" "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal PP y y g of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 s � � BUSINESS LIABILITY COVERAGE FORM g. Aircraft,Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity or loaned to any insured Use includes I. War operation and "loading or unloading" "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused,arising,directly or indirectly,out of other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war, employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents, or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to usurped power, or action taken by governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these you own or rent, j. Professional Services (2) A watercraft you do not own that is "Bodily injury", "property damage" or (a) Less than 51 feet long, and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge, any professional service This includes (3) Parking an "auto" on, or on the ways but is not limited to next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services, ,rented or loaned to you or the insured, (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft, drawings and specifications, (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities, the equipment listed in Paragraph f(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment", or instruction, (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction, with a paid crew However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess, contingent or on any other basis grooming, h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of ophthalmic lenses and similar (1) The transportation of"mobile equipment" products or hearing aid devices, by an "auto" owned or operated by or rented or loaned to any insured,or Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demon strafion or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products, fewer consecutive days A separate Limit (9) Any of Insurance applies to Damage To Premises Rented To You as described in (a) Body piercing (not including ear Section D.-Limits Of Insurance piercing), Paragraph (2) of this exclusion does not (b) Tattooing, including but not limited apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin, and rental by you (c) Similar services, Paragraphs (3) and (4)of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement site design Paragraphs (3) and (4) of this exclusion do Paragraphs (4) and (5)of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site Paragraph 1 e in Section A.-Coverages Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included in the "Property damage"to "products-completed operations hazard" (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard" damage to another's property, This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the"property damage"arises the damage arises was performed on your out of any part of those premises, behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured, "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically which you or any contractors or injured, arising out of subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are p erformin dangerous condition in "your product" operations, if the "property damage" or"your work", or arises out of those operations,or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work, Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting, repair, replacement, adjustment, removal (b) Designing or determining content or disposal of of web sites for others, or (1) "Your product", (c) An Internet search, access, (2) "Your work", or content or service provider (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a , b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions condition in it For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury" linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting, knowledge of its falsity, (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control, beginning of the policy period, (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured, address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers, except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your "advertisement", persons right of privacy created by any state or federal act (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your "advertisement", such state or federal act, (6) Arising out of the wrong description of (12) Arising out of the price of goods,products or services, (a) An "advertisement" for others on (7) Arising out of any violation of any your web site, intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site, name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity on your web site Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images,or "advertisement", of (d) Computer code, software or (a) Copyright, programming used to enable (b) Slogan, unless the slogan is also (i) Your web site, or a trademark, trade name, service (h) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity, or content on your web site, Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law, reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities, or persons or property which would not have occurred in whole or in (15) Arising out of discrimination or part but for the "asbestos hazard", humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard", or "electronic data" (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury"to encapsulating, containing, treating, (1) A person arising out of any- detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person, effects of an"asbestos hazard" (b) Termination of that person's t. Violation Of Statutes That Govern E- employment, or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person,or violate (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law, "personal and advertising injury"to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices described in Paragraphs(a), (b), or(c) law, or above is directed (3) Any statute, ordinance or regulation, This exclusion applies other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity, distribution of material or information and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury Exclusions c. through h and k. through o do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the"asbestos hazard" the owner A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss,costs or expenses that Section D. - Liability And Medical Expenses Limits Of Insurance Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured Your trustees We will not pay expenses for"bodily injury" are also insureds, but only with respect to a. Any Insured their duties as trustees To any insured,except"volunteer workers" 2• Each of the following is also an insured, b. Hired Person a Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership,joint venture or limited liability normally occupies company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for or disability benefits law or a similar law (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury" To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard" related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business, 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner Paragraph (1)(a)above, b. A partnership or joint venture, you are an (c) For which there is any obligation insured Your members, your partners, and to share damages with or repay their spouses are also insureds,but only with someone else who must pay respect to the conduct of your business damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured Your members are also insureds, (b) above,or but only with respect to the conduct of your (d) Arising out of his or her providing business Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services managers If you are not in the business of d An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors you to provide such services Your stockholders are also insureds,but only (2) "Property damage"to property with respect to their liability as stockholders (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred, or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company) organization b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee"or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission Any other person or organization 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 The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an insurance of any kind is available to that insured under another policy or would be person or organization for this liability an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to. limits of insurance a "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft, or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization However Permit a Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a through f below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period,whichever is earlier, and Form SS 00 08 04 05 Page 11 of 24 s � 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 inHowever, no such person or organization is an connection with the sale of the additional insured under this provision if such person or organization is included as an product, additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F —Optional Additional Insured Coverages the vendor, or a. Vendors (h) "Bodily injury" or "property 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 "bodily injury" or "property damage" arising out of "your products" which are distributed its employees or anyone else acting on or sold in the regular course of the vend d behalf However, this or's business and only if this Coverage Part exclusion does not apply to provides coverage for "bodily injury" or (I) The exceptions contained in "property damage" included within the Subparagraphs (d)or(f), or "products-completed operations hazard" (u) 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 distnbution (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 in the product made intentionally injury", "property damage" or b the vendor, "personal and advertising injury" y , 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 a 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 (1) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies such additional insured, and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard" services by or for you, including (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to maps, shop drawings, opinions, "Bodily injury", � ry", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications, or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including activities Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications, or explosion (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2 b above, whichever activities applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E —Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage Premises Rented You we will pay regardless of the number of- Limit is the mosstt f r will pay under Business iness 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 injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision, or owned by or rented to you b. The Limits of Insurance shown in the "Location" means premises involving the Declarations same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section railroad Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit", single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit" However, this other information, paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3 above (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit", and separately to each consecutive annual penod 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 penod will be may also apply deemed part of the last preceding penod for purposes y pp y 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 You or any additional insured must see to other insurer for defense and indemnity it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim To written contract, written agreement or the extent possible, notice should include permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" Insured's own insurance or offense took place, f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses, and Paragraphs a and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense known to b. Notice Of Claim (1) YOU or any additional insured that is If a claim is made or "suit" is brought an individual, against any insured, you or any additional insured must (2) Any partner, if you or an additional insured is a partnership, (1) Immediately record the specifics of the claim or "suit" and the date received, (3) Any manager, you o an additional 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 fad 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 a other valid and collectible insurance is b. With respect to "mobile equipment" to which this insurance applies, we will Coverage for loss we cover under this provide any liability, uninsured motorists, Coverage Part,, our obligations are limited as follows underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law We will provide the required limits for This insurance is primary except when b. those coverages below applies If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form below a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured, or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis all of its terms have been fully complied (1) Your Work with That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work", against an insured, but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That fire, lightning or explosion applicable limit of insurance An agreed insurance for premises rented to you settlement means a settlement and release of or tempo occupied by you with liability signed by us, the insured and the permissionn o of f 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, and any rights or duties specifically assigned "property damage to premises rented in this policy to the first Named Insured, this w 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 s 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 these additional the insurance afforded to Declarations al 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 6. Additional Insured - State Or Political construction or demolition operations Subdivision —Permits performed by or on behalf of such 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 (i] Demonstration, installation, This insurance does not apply to, servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product, the state or municipality, or (2) "Bodily injury" or "property damage" (g) Products which, after distribution 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 provides coverage for "bodily injury" or Subparagraphs(d)or(f), or "property damage" included within the (ii) Such inspections, "products-completed operations hazard" adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions to make in the usual course of (1) This insurance does not apply to business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement, products (b) Any express warranty B. Additional Insured—ControllingInterest 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 a. The design, printed material, information hazard" ; or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products, or does not apply to "bodily injury", "property b. An interactive conversation between or damage" or "personal an advertising among persons through a computer networkinjury" arising out of the rendering of, or 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-trader 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 BUSINESS LIABILITY COVERAGE FORM a. The United States of America(including its b. You have faded to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement, and Canada, if such property can be restored to use by b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work", of travel or transportation between any or places included in a. above, b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement damage arises out of 12. "Insured contract" means* (1) Goods or products made or sold by you in the territory described in a above, a A contract for a lease of premises However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business, or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to feet of a railroad, 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality, b. Created or used on, or e. An elevator maintenance agreement, or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment party to pay for"bodily injury" or "property 8. "Employee" includes a "leased worker" damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker" damage" is caused, in whole or in part, by 9. "Executive officer" means a person holden you or by those acting on your behalf p g Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement similar governing document Paragraph f. includes that part of any 10 "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because bridge or trestle, tracks, road-beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing that is known or thought to be defective, However, Paragraph f does not include deficient,inadequate or dangerous,or that part of any contract or agreement Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work, (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions scope of duties determined by you, and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold their work performed for you 25 "Your work" 24. "Your product'. a. Means a. Means (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf, and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by furnished in connection with such work (a) You, or operations (b) Others trading under your name, b. Includes. or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired,and of"your work", and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such goods or products b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product', and Page 24 of 24 Form SS 00 08 04 05 i ARCHITECTS/ENGINEERS OVASMALL FIRM PROGRAM For All the Commitments Yes Make` POLICY DECLARATIONS AGENCY BRANCH PREFIX POLICY NUMBER INSURANCE IS PROVIDED BY CONTINENTAL CASUALTY COMPANY 333 S WABASH AVE, CHICAGO, IL 60604, 056124 969 SFH 28-832-13-43 A STOCK INSURANCE COMPANY, HEREIN CALLED WE, US, OR OUR. NOTICE THIS IS A CLAIMS-MADE POLICY. PLEASE READ THIS POLICY 'CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. 1. NAMED INSURED: NOEL INC. 2. ADDRESS: 7359 23rd N.W Seattle, Washington 98117 3 . POLICY TERM: From: 02/02/2010 To: 02/02/2013 AT 12 :01 a.m. St4ndard time at your address shown above. 4 . KNOWLEDGE DATE: 02/02/10 5 . DEDUCTIBLE: a. �$ 1,000 Purchased Deductible b. 0 N/A Deductible Credit c nS 1,000 is Deductible per claim (including claim expenses) d. cs N/A is Aggregate Deductible per policy year (including claim expenses) CD 6 . LIMIT OF LIABILITY: a. ' 1, 000,000 Per claim limit of liability (including claim expenses) b. 4 1, 000, 000 Aggregate limit of liability per policy year Lrl (including claim expenses) m 253031 Tv AZWlidiTi-T7resentative .a �I Countersignature if required) CNA For AD the Cou nhawmU You Make DECLARATIONS CONTINUED Policy SFH 28-832-13-43 Effective 02/02/10 7 . INCEPTION DATE : 02/02/10 is the date of the first policy issued to you and continuously renewed by us. 8 . $ 30,000 is the Total Billings 9 . Endorsements attached at policy effective date: G-136558-A46 State Provisions - Washington GSL2246XX(10-05) Prior Acts Coverage Limitation GSL2223XX(10-05) Deductible Endorsement: BIII GSL2239XX(10-05) Amendment of Installments on Declarations GSL2267XX(10-05) Multi Year Endorsement GSL2200 Professional Liability Policy 10. PREMIUM: 11. INSTALLMENT PREMIUM PAYMENT: $ 5,550 Standard See Attached $ 0 $ 5,550 Total C: 3� 3� C9 n� 0 M 0 0 253031 T,AUthdrYz1t e resentative Countersignature if required m PROFESSIONAL LIABILITY CMARCHITECTS/ENGINEERS Par AO l6u Commlbn mu You Mays' SMALL FIRM PROGRAM INSURED: Noel Inc. Policy SFH-28-832-13-43 Effective 02/02/10 Endorsement Number 1 STATE PROVISIONS - WASHINGTON We agree with you that the cancellation and non-renewal provisions for this Policy are as follows: I. Cancellation A. This Policy can be canceled by either the Named Insured or us . 1. The Named Insured can cancel this Policy at any time. To do so, the Named Insured must: a. return the Policy to us or any of our authorized representatives; or b. mail a written notice to us; stating when the cancellation is to be effective. We must receive the Policy or written notice before the cancellation date. 2. We can cancel this Policy by giving written notice to the Named Insured at least: N D a. 10 days, if cancellation is for non-payment of D premium. However, you may continue the coverage by payment in full at any time prior C5 to the effective date of the cancellation; or ^� b. 45 days, if cancellation is for any other reason; � before the effective date of termination. ,... B. We will mail or deliver notice to the Named Insured at p the last mailing address known to us . A copy shall also be mailed or delivered to the Named Insured's C? agent. 00 C. We will also mail or deliver written notice of cancellation to any Mortgage Holder, pledgee or other person shown by the Policy to have an interest in any loss which may happen under this Policy, at their last mailing address known to us . The notice will be the 253031 u, a PROFESSIONAL LIABILITY CMARCHITECTS/ENGINEERS iFor An the commluoeota You Make SMALL FIRM PROGRAM INSURED: Noel Inc. Policy SFH-28-832-13-43 Effective 2/2/10 Endorsement Number 1 ENDORSEMENT CONTINUED same as that mailed or delivered to the Named Insured, D. Notice of cancellation will state the effective date and hour of cancellation. The Policy will end on that date. The grounds for such cancellation shall also be stated. E. If notice is mailed, proof of mailing will be sufficient proof of notice. F. If this Policy is canceled, we will send the Named Insured any premium refund due. If we cancel, the refund will be pro-rata. Any return premium of $15 or less will be waived unless the Named Insured requests its return. If the Named Insured cancels, the refund will be pro-rata with 90% returned less the policy writing minimum premium. The policy writing minimum premium will be retained by us if the Named Insured cancels except when the Named Insured cancels as of the inception date. The cancellation will be effective even if we have not made or offered a refund. C LIPI . Non-renewal A If we decide not to renew this Policy, at least 45 days advance written notice shall be mailed or delivered to the Named Insured at the address shown in this Policy. Like notice shall also be na mailed to each mortgagee, pledgee, or other person shown by the r+ Policy to have an interest in any loss which may happen. A copy shall also be mailed or delivered to the Named Insured's agent. The notice shall include the reason for such non-renewal. CIII. Renewal a In the event we are willing to renew this Policy, a premium �O billing notice shall be mailed or delivered to the Named Insured at the address shown in this Policy not less than 20 �y days in advance of the renewal or anniversary date of this Policy. The premium billing notice shall be based upon the rates and rules applicable to the ensuing policy term. If we or our authorized representative fail to provide the 25�p31 O PROFESSIONAL LIABILITY CMARCHITECTS/ENGINEERS Far AD the COMMUZ aata You Makd SMALL FIRM PROGRAM INSURED: Noel Inc . Policy SFH-28-832-13-43 Effective 2/2/10 Endorsement Number 1 ENDORSEMENT CONTINUED required notice, the named Insured shall be entitled to renewal of this Policy at the same premium rate and policy conditions as the expiring Policy. Such renewal shall not prevent us from making changes in the rates and/or contract provisions of the Policy once during the term of its renewal after at least 20 days advance notice of such change has been given to the Named Insured. All other provisions of this Policy remain unchanged. c G� D 0 N hJ C) w O m O? 253031 Countersigned by Authorized Representative to r-� PROFESSIONAL LIABILITY CMARCHITECTS/ENGINEERS Fwnn the c.mmlb�s.Y=NEW SMALL FIRM PROGRAM INSURED: Noel Inc. Policy SFH-28-832-13-43 Effective 02/02/10 Endorsement Number 2 PRIOR ACTS COVERAGE LIMITATION We agree with you that the Policy is amended as follows : Section I. COVERAGE AGREEMENTS, Paragraph A. is deleted in its entirety and replaced by the following: A. We will pay all amounts in excess of the Deductible up to the Limit of Liability that you become legally obligated to pay as a result of: 1. a wrongful act that took place on or after 02/02/10 , or 2. a pollution incident arising out of your activities that took place on or after 02/02/10 or the activities of any person or entity for whom you are legally liable that took place on or after 02/02/10 that results in a claim anywhere in the world, provided that on the Knowledge Date set forth in Item 4 . on the Declarations none of your officers, directors, principals, partners, or C or insurance managers knew of any act, error, omission or event Vy that could reasonably be expected to become the basis of that D claim. All other terms and conditions of the Policy remain unchanged. 0 + This endorsement, which forms a part of and is for attachment to the-1 `j Policy issued by the designated Insurers, takes effect on the j effective date of said Policy at the hour stated in said Policy and j expires concurrently with said Policy unless another effective date j is shown above. j Y By Authorized Representative j d) (No signature as required if issued with the Policy or if it is j i:p effective on the Policy Effective Date) j Ln Cn 253031 Countersigned by Authorized Representative N PROFESSIONAL LIABILITY CMARCHITECTS/ENGINEERS Far An the Cemmlbn UT"1M.L,r SMALL FIRM PROGRAM INSURED: Noel Inc. Policy SFH-28-832-13-43 Effective 02/02/10 Endorsement Number 3 DEDUCTIBLE ENDORSEMENT: BIII DEDUCTIBLE NOT APPLICABLE TO CLAIM EXPENSES We agree with you that the Policy is amended as follows : Section V. LIMITS OF LIABILITY/DEDUCTIBLE, Paragraph B. is deleted in its entirety and replaced by the following: B. You shall have the obligation to pay up to the Deductible amount shown in Item 5 .c. on the Declarations resulting from a claim, and, at a maximum, the amount shown, if any, in Item 5 .d. on the Declarations, for all claims first made during the policy year. However, the Deductible does not apply to claim expenses. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy and expires concurrently with said Policy unless another effective date is shown above. By Authorized Representative (No signature is required if issued with the Policy or if it is effective on the Policy Effective Date) N r: 0 CO Ln m 253031 Countersigned by Authorized Representative 4n w PROFESSIONAL LIABILITY ARCHITECTS/ENGINEERS Fw An the CammiEmenu Tau Make SMALL FIRM PROGRAM INSURED: Noel Inc. Policy SFH-28-832-13-43 Effective 02/02/10 Endorsement Number 4 AMENDMENT OF INSTALLMENTS ON DECLARATIONS We agree with you that the Policy is amended as follows: Installment Premium Payment as set forth in Item 11 on the Declarations is amended as follows : ITEM 11. IN STALLMENT PREMIUM PAYMENT: $ 1, 850.00 Due 02/02/2010 $ 1, 850 .00 Due 02/02/2011 $ 1, 850 .00 Due 02/02/2012 All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy and expires concurrently with said Policy unless another effective date is shown above. By Authorized Representative (No signature is required if issued with the Policy or if it is J_ effective on the Policy Effective Date) A b 0 M nQ hJ q v C7 C? Co V1 Q� i 253031 Countersigned by Authorized Representative V1 PROFESSIONAL LIABILITY amARCHITECTS/ENGINEERS cammibn to 7oa M" SMALL FIRM PROGRAM I INSURED: Noel Inc. Policy SFH-28-832-13-43 Effective 02/02/10 Endorsement Number 5 !MULTI YEAR ENDORSEMENT We agree with you that the Policy is amended as follows: 1. We will not cancel, but will renew the Policy upon expiration of the policy year on terms and conditions at least equal to those of the expiring policy year with Limits of Liability equal to or greater than the Limits of Liability of the expiring policy year, unless : A. There are material changes in applicable reinsurance agreements; or B. We deem it necessary or advisable to exclude or otherwise limit coverage for any claims based on or arising out of bodily injury which would not have occurred, in whole or in part, but for: 1 . the actual, alleged, or threatened inhalation of, ingestion of, contact with, exposure to, existence of, growth, or presence of; or C 2 . the actual or alleged failure to detect, report, test for, v) monitor, clean-up, remove, contain, dispose of, treat, > detoxify, neutralize, or in any way respond to, assess Y the effects of, or advise of the existence of; any fungi or any spores, mycotoxins, odors, or any other substances, products, or by products produced by, released by, N} or arising out of the current or past presence of fungi, p and the exclusion or limitation of such coverage is approved by ra the insurance department/regulatory authority of your state. Q 2 . In the event coverage for claims as described in 1. B. above is 0 excluded or otherwise limited and the insurance department/regulatory Co authority in your state approves such action, we will not cancel, Ln but will renew the Policy on the condition that the Policy is cn amended to reflect such action. +I 3 . As used herein, fungi means any form of fungus, including but not ` limited to, yeast, mold, mildew, rust, smut, or mushroom. But does i 25U31 vi 13 PROFESSIONAL LIABILITY CMARCHITECTS/ENGINEERS to„R the C,MMUM,U ym Mske SMALL FIRM PROGRAM INSURED: Noel Inc. Policy SFH-28-832-13-43 Effective 2/2/10 Endorsement Number 5 ENDORSEMENT CONTINUED not include any fungi intended for human consumption. 4 . Nothing contained herein shall serve to extend the policy term as set forth in Item 3. on the Declarations. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers , takes effect on the effective date of said Policy at the hour stated in said Policy and i ( expires concurrently with said Policy unless another effective date is shown above. By Authorized Representative (No signature is required if issued with the Policy or if it is effective on the Policy Effective Date) I C V) D D Co � w n. p O Q Ln Cn 25tP31 Countersigned by Authorized Representative m Fw An Um CNACommkmenU 7ou NOW PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c) 2005, Member Companies of CNA Insurance. All rights reserved. TABLE OF CONTENTS I. COVERAGE AGREEMENTS Page 2 II. SUPPLEMENTARY PAYMENTS Page 3 III. DEFINITIONS Pages 3 through 8 IV. EXCLUSIONS Pages 8 through 10 V. LIMITS OF LIABILITY/DEDUCTIBLE Pages 10 through 12 VI. CONDITIONS Pages 12 through 18 c V) i > c� 0 CD Go GS�200 1 (Ed. 10/05) PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c) 2005, Member Companies of CNA Insurance. All rights reserved. 1 I It 11 YOUR PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE 1 1 I POLICY IS WRITTEN ON A 'CLAIMS-MADE AND REPORTED- BASIS AND APPLIES 1 ONLY TO THOSE CLAIMS FIRST MADE AGAINST YOU AND REPORTED TO US IN 1 1 ACCORDANCE WITH SECTION VI. CONDITIONS, ITEM B. YOUR DUTIES IF THERE 1 1 IS A CLAIM. 1 II II Throughout this Policy, the terms "we" , "us" , and "our" , refer to the Stock Insurance Company, named on the Policy Declarations when used in the text of this Policy. The words displayed in bold face type will only have the meaning as set forth in Section III. DEFINITIONS. We agree with you as follows : I. COVERAGE AGREEMENTS A. We will pay all amounts in excess of the Deductible up to the Limit of Liability that you become legally obligated to pay as a result of: 1. a wrongful act, or 2. a pollution incident arising out of your activities or the activities of any person or entity for whom you are liable, that results in a claim anywhere in the world, provided that on the Knowledge Date set forth in Item 4. on the Declarations none of your officers, directors, principals, partners, or insurance managers knew of any act, error, omission, or event that could reasonably be expected to become the basis of that claim. B. A claim must be first made against you during a policy year and reported to us in accordance with Section VI . CONDITIONS, Item B. Your Duties if there is a Claim. Except as set forth in Section VI . CONDITIONS, Item C Your Rights and Duties in the Event of a Circumstance, a claim is considered first made on the earlier of your or our receipt of notice of the claim. i C. We have the right and duty to defend any claim against you seeking amounts that are payable under the terms of this Policy, even if any of the allegations of the claim are groundless, false, or fraudulent. We will designate or, at our option, approve counsel to defend the claim. We are not obligated to defend any claim or pay any amounts after the applicable Limit of Liability has been exhausted. D. We will not settle any claim without the informed consent of the first Named Insured. PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY {c} 2005, Member Companies of CNA Insurance. All rights reserved. E. If a claim results in a punitive, exemplary, or multiplied damage award, we will pay such award, up to the applicable Limit of Liability, to the fullest extent permitted by law. II. SUPPLEMENTARY PAYMENTS Except as noted in subparagraph C. below, payments made under this section are our costs, are not subject to the Deductible and are in addition to the Limit of Liability shown on the Declarations . A. Free Pre-claims Assistance Until the date a claim is made, we may pay for all costs or expenses we incur, at our sole discretion, as a result of investigating a circumstance that you report in accordance with Section VI . CONDITIONS, Item C. Your Rights and Duties in the Event of a Circumstance. B. Defendant Reimbursement If we request your presence at a trial, hearing, deposition, mediation, or arbitration, we will pay up to $300 a day per person, subject to a maximum amount of $7, 500 per claim. C. ADA, FHA, and OSHA We will reimburse you for legal fees and expenses up to $25, 000 per policy year in responding to regulatory or administrative actions brought directly against you by a government agency under the Americans with Disabilities Act of 1990 {ADA) , the Fair Housing > D Act (FHA) , or the Occupational Safety and Health Act (OSHA) , provided that the regulatory or administrative actions: O 1 are first commenced during the policy year; 2 . arise out of the performance of professional services; and 0 3 . are reported to us prior to any legal fees or expenses being Q incurred. 0 After we have paid $25, 000 under this provision, any additional °o amounts we agree to pay will be treated as claim expenses and will be subject to your Deductible and be included in the Limit Ln of Liability for the policy year in which the action was commenced. We will not be responsible for any fines or penalties . III. DEFINITIONS A. Auto means: 1. a land motor vehicle, trailer, or semi-trailer designed for travel on public roads, including any attached machinery 00 PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c) 2005, Member Companies of CNA Insurance. All rights reserved. or equipment; or 2 . any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, auto does not include mobile equipment. B. Bodily injury means bodily injury, sickness, disease, mental anguish, or emotional distress sustained by a person, including death resulting from any of these at any time . C. Circumstance means an event, reported to us during the policy term, from which you reasonably expect that a claim could be made . D. Claim means a demand for money or services, naming you and alleging a wrongful act or pollution incident. E. Claim expenses means: 1. fees charged by an attorney designated or approved by us to represent you; 2. all other fees, costs, and expenses resulting from the investigation, adjustment, defense and appeal of a claim, if incurred by: a. the designated attorney, b. us, or C. you with our prior written consent; and 3•, premiums for bonds posted in connection with an appeal. However, we are not obligated to apply for or furnish any such bonds . Claim expenses do not include fees and expenses of independent adjusters or salaries of our officials or employees, other than fees and expenses charged by our employed attorneys who may be designated to represent you with your prior consent F. Domestic partner means any person qualifying as such under any federal, state, or local laws or under your employee benefit plans . G. Extended reporting period means the period of time after the end of the policy term for reporting claims to us that are made against you during the applicable extended reporting period arising out of: GSL2200 4 (Ed. 10/05) PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c) 2005, Member Companies of CNA Insurance. All rights reserved. 1, a wrongful act that took place prior to the end of the policy term that is otherwise covered by this Policy; or 2. activities that took place prior to the end of the policy term that result in a pollution incident that is otherwise covered by this Policy. H. Hostile fire means one that becomes uncontrollable or breaks out from where it was intended to be . I. Mobile equipment means any of the following types of land vehicles, including any attached machinery or equipment: 1, bulldozers, farm machinery, forklifts, and other vehicles designed for use principally off public roads; 2 . vehicles maintained for use solely on or next to premises you own or rent; 3 . vehicles that travel on crawler treads; 4, vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: a, power cranes, shovels, loaders, diggers or drills, or b. road construction or resurfacing equipment such as graders, scrapers, or rollers; C C-1 5. vehicles not described in 1. , 2. , 3. , and 4 . above that are not > self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types : N a. air compressors, pumps and generators, including spraying, welding, building cleaning, geo-physical exploration, lighting and well servicing equipment, or N O b. cherry pickers and similar devices used to raise or lower C, workers; O 6 . vehicles not described in 1. , 2 . , 3. , or 4 • above maintained cc primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not mobile equipment but will be considered autos: a. equipment designed primarily for: GSL2200 5 (Edtn 10/05 PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c) 2005, member Companies of CNA Insurance. All rights reserved. i, snow removal, ii . road maintenance, but not construction or resurfacing, or iii . street cleaning; b. cherry pickers and similar devices mounted on an auto or truck chassis and used to raise or lower workers; and C. air compressors, pumps and generators, including spraying, welding, building cleaning, geo-physical exploration, lighting and well servicing equipment. However, mobile equipment does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered autos. J. Named Insured means the persons or entities listed in Item 1. on the Declarations . K. Newly acquired subsidiary means any entity, newly formed or acquired by a Named Insured during the policy term, in which such Named Insured has more than a 50% legal or beneficial interest. However, no such entity will be deemed a newly acquired subsidiary beyond 90 days after the Named Insured acquires or forms it. For coverage to continue beyond the first 90 days, the following conditions apply: 1. within 90 days of such formation or acquisition, the Named Insured must provide us with full particulars of such newly acquired subsidiary; 2. after receipt of such notice, we must agree to endorse this Policy to insure such newly acquired subsidiary; and 3. the Named Insured must pay the additional premium, if any, and agree to any amendment of the provisions of this Policy by reason of such formation or acquisition. coverage exists for claims made against a newly acquired subsidiary only if, prior to the acquisition date or formation date, none of your officers, directors, principals , partners, or insurance managers GSL2200 6 (Ed. 10/05) PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c) , Member Companies of CNA Insurance. All rights reserved. of the Named Insured or such newly acquired subsidiary knew of any act, error, omission, or event that could reasonably be expected to become the basis of that claim. L. Nuclear facility means the site where a nuclear reactor is located or where nuclear waste or material is disposed. M. Policy term means the period of time from the effective date and time of this policy to the date and time of termination as shown in Item 3 . on the Declarations, or its earlier cancellation date. Policy term does not include any extended reporting period. If the length of the policy term is the same as the policy year, the terms policy term and policy year are used interchangeably herein . N. Policy year means the period of one year following the effective date of the policy term or any subsequent one-year anniversary thereof. As permitted by individual state law, a policy year may be extended or reduced by endorsement or by termination of the Policy. O. Pollutants means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, and waste. Waste includes materials to be recycled, reconditioned or reclaimed. Pollutants does not mean heat, smoke, vapor, soot or fumes from a hostile fire or explosion. P. Pollution incident means the actual or alleged discharge, dispersal, seepage, migration, release or escape of pollutants into or upon C land, the atmosphere or any watercourse or body of water, which cn results in bodily injury or property damage and did not arise > from dishonest, fraudulent, malicious, or criminal conduct committed ?' by you or at your direction or with your prior knowledge. a �. Professional services means those services that you perform for others on behalf of a Named Insured in your practice as an �= architect, engineer, land surveyor, landscape architect, construction N manager, scientist, or technical consultant. R. Property damage means the following: 1, physical injury to, damage to, or destruction of tangible co property, electronic data, soil, surface water, groundwater, plants, or animals, including the resulting loss of use thereof; Cn 2 . clean-up costs incurred by a third party or mandated by any governmental entity; or 3 . loss of use of tangible property that has not been physically injured or destroyed. GSL2200 7 (Ed. '�k0/05) 0 PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c), Member Companies of CNA Insurance. All rights reserved. S. Related claims means all claims made against you and reported to us during any policy year arising out of: 1. a single wrongful act; 2. multiple wrongful acts that are logically or causally connected by any common fact, situation, event, transaction, advice, or decision; 3. an activity resulting in a single pollution incident; or 4 . activities resulting in multiple pollution incidents that are logically or causally connected by any common fact, situation, event, transaction, advice, or decision. T. Wrongful act means an error, omission, or other act that causes liability in the performance of professional services for others by you or any person or entity, including joint ventures, for whom you are liable . A wrongful act cannot arise from dishonest, fraudulent, malicious, or criminal conduct committed by you or at your direction or with your prior knowledge. U. You or your means the Named Insured, a newly acquired subsidiary and: 1. any past or present partner, officer, director, member, stockholder, or employee of the Named Insured or newly acquired subsidiary or leased personnel under the direct supervision of the Named Insured or newly acquired subsidiary, but only while acting within the scope of their duties for the Named Insured or newly acquired subsidiary; 2 . a retired partner, officer, director, member, stockholder, or employee of the Named Insured or newly acquired subsidiary, but only for professional services or activities performed for or on behalf of, at the request of, and for the benefit of the Named Insured or newly acquired subsidiary. IV. EXCLUSIONS We will not defend or pay under this Policy for any claim: A. for liquidated damages in excess of your liability caused by a wrongful act or a pollution incident; for fines and penalties imposed on you; or for the failure or refusal of a client to pay money due you; or for return of fees paid to you; B. arising out of: 1. your alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees; or GSL2200 8 PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c) , Member Companies of CNA Insurance. All rights reserved. 2. the liability of others you assume under any oral or written contract or agreement. However, this exclusion shall not apply to your liability that exists in the absence of such contract or agreement. In a foreign jurisdiction where your liability to a client is predicated only on contractual liability, subparagraph B.1. does not apply except to the extent that you have agreed to pay consequential or liquidated damages; C. arising out of the cost to repair or replace faulty workmanship you perform on any construction, erection, fabrication, installation, assembly, manufacture, or remediation, including any materials , parts, or equipment furnished in connection therewith; D. arising out of the sale or distribution of goods or products by you, or by others under license from you. This exclusion does not apply to software created or modified specifically for a client in connection with your professional services for that client; E. made against you by any entity: 1. which is operated, managed, or controlled by you; 2. in which you have an ownership interest in excess of 49%; 3 . which wholly or partly owns, operates, or manages you; I C (,F. arising out of actual or alleged unlawful discrimination by you > against your personnel or employment applicants or any obligation ' you have under any employment, workers ' compensation, employers' liability, unemployment compensation, disability benefits, or N other similar law; r+ "C. arising out of a pollution incident at, onto, or from property or facilities which are or were at any time owned or rented by you or by any person or entity in joint venture with you; H H. for a pollution incident arising out of the ownership, maintenance, ,D use, operation, loading, or unloading of any auto, aircraft, 00 watercraft, or rolling stock This exclusion does not apply to: 4J1 I. mobile equipment; m 2. a watercraft you do not own that is: a. less than 26 feet long, and b. not being used to carry persons or property for a charge; GSL200 9 (Ed. 10/05) PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c) , Member Companies of CNA Insurance. All rights reserved. 3. the operation of any of the equipment listed in Section III . DEFINITIONS, Items I .6 .a. , b. , and c. in the definition of mobile equipment; or 4. a condition in or on an auto not owned or operated by you, and that condition was created by the loading or unloading of that auto by you or by any person or entity for whom you are legally liable; I. brought by you or on your behalf against another of you covered by this Policy; J. arising out of nuclear reaction, radiation, or contamination, under any circumstances and regardless of cause, within or originating from a nuclear facility; K. arising out of: 1. any wrongful act, pollution incident, or any matter, fact, situation, transaction, or event, for which notice was given by you under any professional liability or pollution insurance coverage prior to the effective date of this Policy; or 2. any other wrongful act or pollution incident whenever occurring, which is logically or causally connected by any common fact, situation, transaction, or event to the wrongful act or pollution incident specified in K.1. above. i V. LIMITS OF LIABILITY/DEDUCTIBLE A. Limits of Liability I. The Limit of Liability shown under Item 6 .a. on the Declarations is the maximum we will pay for any claim first made against you and reported to us during the policy year. 2. The aggregate Limit of Liability shown under Item 6.b. on the Declarations is the maximum we will pay for all claims first made against you and reported to us during the policy year. All Limits of Liability apply as excess over any Deductible amount. The policy year Limits of Liability as set forth above may not be aggregated or transferred, in whole or in part, so as to provide any additional coverage with respect to claims first made or deemed made during any other policy year. If Limits of Liability as specified ahove for any policy year are exhausted, our obligation for that policy year shall be deemed completely fulfilled and extinguished. 3. All related claims shall be considered a single claim first made and reported to us within the policy year in which the GSL2200 10 (Ed. 10/05) PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c) , Member Companies of CNA Insurance. All rights reserved. earliest of the related claims was first made and reported to us . 4 . Claim expenses are subject to and included within the applicable Limit of Liability. B. Deductible You shall have the obligation to pay up to the Deductible amount shown in Item 5 .c. on the Declarations resulting from a claim, including but not limited to claim expenses, and, at a maximum, the amount shown, if any, in Item 5 .d. on the Declarations, for all claims first made during the policy year. C. Reimbursement To Us If we have paid any amounts in excess of the applicable Limit of Liability, or within the amount of your Deductible, you shall be liable to us for all such amounts, and, upon demand, shall pay such amounts to us . D. More Than One Of You Neither the applicable Limit of Liability nor your Deductible shall be increased because more than one of you is included in a claim. E. Risk Mitigation Credit C '^ We will reduce your Deductible obligation for a claim by 50%, up x' to $25 ,000, if, within 60 days of the date of our request, you provide us with a copy of the written agreement that was executed p by you and your client prior to your performance of the agreed- nJ to professional services giving rise to the claim and you �_A demonstrate, to our reasonable satisfaction, the existence of any N three (3) of the following six (6) conditions: 1. Your written agreement with your client specified payment qterms, including a schedule of when payments were to be paid to you, which you consistently followed and enforced, or p documented your attempt to do so. 00 2. Prior to the performance of the agreed-to professional services u' giving rise to the claim, you executed a separate written agreement with and obtained certificates of insurance evidencing both Professional Liability and General Liability from each architect, engineer, landscape architect, land surveyor, contractor, or construction manager you engaged or who engaged you. 3 . You engaged with your client in a structured, contemporaneously documented, pre-project planning process that produced a project 07 definition document or package that substantially addressed the ti following project parameters (only "a" through 'c" are required to k PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c) 2005, Member Companies of CNA Insurance. All rights reserved. satisfy this condition for study-and report-only contracts) : a. project objectives (e.g. , business, economic, aesthetic, other) ; b. project constraints (e. g. , budget, schedule, regulatory, other) ; C. the basis for the design/investigation (e.g. , site data/ requirements, utilities data/requirements, facility programming/requirements, equipment/technology requirements, alternatives to be considered) ; d. project execution approach (e.g. , staging, procurement strategy, delivery method, other) ; and e. project monitoring and control procedures (e.g. , quality, cost, schedule, other) . 4 . Prior to delivery to your client of the instruments or deliverables of your professional services, a documented, independent peer review was completed, internally or externally, by a qualified professional to assess the likelihood that such instruments or deliverables would satisfy your client' s objectives and would be in conformance with good professional practice. 5. You engaged with representatives of the project owner, entities responsible for construction, and any other project stakeholders you deemed appropriate in a structured, contemporaneously documented constructability review process that provided for the timely integration of construction input into project planning, design, and field operations . 6. You maintained a contemporaneously documented construction phase submittal log indicating the as-planned and actual dates you received and responded to every submittal and the action taken. VI. CONDITIONS A. Your Rights and Duties as the First Named Insured on the Policy Declarations The first Named Insured, on behalf of all of you, will be: 1. authorized to make changes in the terms of this Policy with our written consent; 2 . authorized to receive any amounts we refund; 3 . the payee of any amounts paid under Section VI . CONDITIONS, Item G. Participating Provision; and PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c) 2005, Member Companies of CNA Insurance. All rights reserved. 4. responsible for: a. the payment of all premiums and Deductible obligations due us; b. keeping records of the information we need for premium computation, and sending us copies as we may request; and C. notifying us of any cancellation or non-renewal. B. Your Duties if there is a Claim If there is a claim, you must do the following: 1. promptly notify as in writing. This notice must be given to us within the policy year in which the claim is made or within 60 days after its expiration or termination. All claims reported during any extended reporting period shall be considered as having been made during the last policy year this Policy was in effect. If the claim is made during any applicable extended reporting period, then notice must be given to us within such extended reporting period. Notice of a claim must be sent to the attention of either of the following: a. AE Professional Liability Claims CNA C Two Wisconsin Circle Suite 900 > Chevy Chase, Maryland 20815 A b. Victor O. Schinnerer & Company, Inc. r� AE Professional Liability Claims r Two Wisconsin Circle ^� Chevy Chase, Maryland 20815; 2 . specify the names and addresses of the persons making a claim b against you and provide us with information on the time, place, and nature of the claim; O 00 3. immediately forward to us all documents that you receive in connection with the claim; Ln cr� 4 . fully cooperate with us or our designee in the defense of a claim, including but not limited to assisting us in: the conduct of suits or other proceedings, settlement negotiations, and the enforcement of any right of contribution or indemnity against another who may be liable to you. You shall attend hearings and trials and assist in securing evidence and obtaining the attendance of witnesses; W 1 PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c) 2005, Member Companies of CNA Insurance. All rights reserved. 5 . refuse, except solely at your own cost, to voluntarily make any payment, admit liability, assume any obligation, or incur any expense without our prior written approval; and 6. pay the Deductible amount when due. After you report a circumstance or a claim is made and you have the right under any contract to either reject or demand arbitration or other alternative dispute resolution process , you shall only do so with our prior written consent. C. Your Rights and Duties in the Event of a Circumstance If you report a circumstance for which there may be coverage under this Policy, and you give us written notice containing as much detail as you can reasonably provide regarding: 1. what happened and the professional services or activities you performed; 2. the nature of any possible injury or damages; and 3 . how and when you first became aware of such circumstance; then any claim or relater] claim that subsequently may be made against you arising out of such circumstance shall be deemed to have been made on the date we received written notice of the circumstance. You will cooperate with us in addressing the circumstance, and refuse, except solely at your own cost, to voluntarily make any payment, admit liability, assume any obligation, or incur any expense without our prior written approval. D. Subrogation If any of you have rights to recover amounts from another, those rights are transferred to us to the extent of our payment. You must do everything necessary to secure these rights and must do nothing after a claim is made to jeopardize them. We hereby waive subrogation rights against your client to the extent that you had a written agreement to waive such rights prior to a claim or circumstance. E. Premium All premium charges under this Policy will be computed according to the rules, rates and rating plans that apply at the effective date of the current policy term. GSL2200 14 (Ed. 10/05 ) PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c) 2005, Member Companies of CNA Insurance. All rights reserved. F. Examination and Audit You agree to allow us to examine and audit your financial books and records that relate to this insurance. We may do this at any time during the policy term or any extensions, and up to three years after the end of the policy term. G. Participating Provision The first Named Insurer] may be entitled to participate in our profits . The profit sharing amount will be calculated in accordance with an Experience Adjustment Plan developed by us, in consultation with any organizations that we recognize as commending our program. H. Legal Action Limitation 1. You agree not to bring any legal action against us concerning this Policy unless you have fully complied with all the provisions of this Policy. 2. If, after the final adjudication or settlement of a claim, there is any dispute concerning tort allegations against us regarding the handling or settlement of any claim, you and we agree to submit such dispute to any form of alternative dispute resolution acceptable to both parties . Should you and we be unable to agree on the form of alternative dispute G resolution, then such dispute shall be submitted to binding arbitration administered by the American Arbitration > Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be p entered in any court having jurisdiction thereof. N '1. Changes to Policy w None of the provisions of this Policy will be waived, changed or O modified except by written endorsement to this Policy. 0 J. Transfer of Interest CD dO For a transfer of interest or an assignment of this Policy to be effective, the first Named Insured must obtain our written m consent. K. other Insurance If there is other collectible insurance, including but not limited to project specific insurance, that applies to a claim covered by this Policy, the other insurance must pay first, and this Policy is excess over the other insurance. This Policy applies to the amount of the claim that exceeds the available Limit of Liability and any A Deductibles or retention amounts of the other insurance. PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c) 2005, Member Companies of CNA Insurance. All rights reserved. L. Cancellation/Non-Renewal Your rights and ours are stated below and in the attached State Provisions endorsement. We will make the premium adjustment at the time that cancellation is effective, or as soon as practicable after that time. Premium return will be computed pro rata if we cancel or if you cancel at the end of a policy year. But if you cancel at any other time, only 90% of the pro-rated premium will be returned. M. Severability/Innocent Parties Any of you who did not commit, participate in, or have prior knowledge of dishonest, fraudulent, malicious, or criminal conduct, or who did not fail to comply with Section VI . Condition B. 1. , shall have the coverage otherwise provided by this Policy. N. Estates, Legal Representatives, and Spouses Coverage is afforded under this Policy to the estates, heirs, legal representatives, assigns, spouses, and any domestic partner of any natural person within the definition of you or your, but only for a claim arising solely out of their status as such. In the case of a spouse or domestic partner, coverage is also afforded under this Policy where such claim seeks damages from marital community property, jointly held property, or property transferred from any natural person designated in the definition of you or your to their spouse or domestic partner. No coverage is provided for any act, error, or omission of an estate, heir, legal representative, assign, spouse or domestic partner. All terms and conditions of this Policy, including without limitation the Deductible applicable to any claim, shall also apply to any claim made against such estates, heirs, legal representatives, assigns, spouses, and domestic partners. O. Extended Reporting Period 1. Automatic Extended Reporting Period If this Policy is canceled or non-renewed either by us or by the first Named Insured and the first Named Insured has not obtained similar coverage, we will provide an automatic, non-cancelable extended reporting period starting at the termination of the policy term. This automatic extended reporting period will terminate after 60 days . 2 . Optional Extended Reporting Period GSL2200 16 (Ed 10/05) PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (a) 2005, Member Companies of CNA Insurance. All rights reserved. If this Policy is canceled or non-renewed by either us or by the first Named Insured, then the first Named Insured shall have the right to purchase a non-cancelable optional extended reporting period. If purchased, the first sixty days of the optional extended reporting period run concurrently with the sixty days of the automatic extended reporting period. 3 . Elimination of Right to an Extended Reporting Period a. There is no right to an optional extended reporting period if we do not receive written notice of the Named insured's election to purchase the optional extended reporting period and full payment of the premium for such period within 60 days after the end of the policy term. b. There is no right to any extended reporting period if we cancel or refuse to renew this Policy do to: i . non-payment of amounts due us; or ii. non-compliance by you with any of the terms and conditions of this Policy; or iii. any misrepresentation or omission in the application for this Policy. G v7 Q . Additional Premium n > The additional premium for the optional extended reporting period shall be fully earned at inception and based upon the rates for N such coverage in effect at the beginning of the policy term H and shall be for one (1) year at 100% of the policy term premium rti divided by the total number of policy years in the policy term; three (3) years at 190% of the policy term premium divided by the total number of policy years in the policy term; and five H O (5) years at 250% of the policy term premium divided by the total number of policy years in the policy term. t� co 5. Extended Reporting Period Limitations uy No automatic or optional extended reporting period shall cr) apply to a. any claim or proceedings pending at the inception date of such extended reporting period; b. any paid claim; or GSL2200 17 (Ed1'10/05) PROFESSIONAL LIABILITY AND POLLUTION INCIDENT LIABILITY INSURANCE POLICY (c) . 2005 Member companies of CNA Insurance. All rights reserved. C. claims that are covered under any subsequent insurance purchased by you, or that would be covered but for exhaustion of the Limits of Liability applicable to such claims. 6. Automatic and Optional Extended Reporting Periods Limits of Liability Our liability for all claims reported during any automatic and optional extended reporting periods shall he part of and not in addition to the Limits of Liability for the final policy year. P. Liberalization If we adopt any revision to this form during the policy term that would broaden coverage without additional premium, the broadened coverage will apply to this Policy at the inception date of the next policy year, but it will not apply to claims that were first made against you prior to the effective date of such revision. Q. Economic and Trade Sanctions This Policy does not provide coverage for you, any transactions, or any part of a claim if uninsurable under the laws or regulations of the United Stated concerning trade or economic sanctions . R. Headings The descriptions in the headings of this Policy are solely for convenience and form no part of the terms and conditions of coverage. IN WITNESS WHEREOF, we have this Policy to be signed by its Chairman and Secretary at Chicago, Illinois, but the same shall not be binding upon us unless signed by our duly authorized representative 9 Chairman Secretary GSL2200 is REQUEST FOR MAYOR'S SIGNATURE 111 • Please Fill in All Applicable Boxes KENO WNSHIN GTON This form must be printed on cherry paper Routing Information (ALL REQUESTS MUST FIRST BE ROUTED THROUGH THE LAW DEPARTMENT) Originator Toby Hallock Phone (Originator). 5536 Date Sent 3/28/11 Date Required 414/11 Return Signed Document to Nancy Yoshitake CONTRACT TERMINATION DATE: 12/31/11 VENDOR NAME: Noel Inc DATE OF COUNCIL APPROVAL: 3/15/11 Brief Explanation of Document. The attached agreement is for Noel Inc to provide professional engineering services for the Green River Levee Flood Control projects, Emergency Flood Fight, and Ecosystem Restoration projects For a summary, see the attached prepared by Mike Mactutis All Contracts Must Be Routed Through the Law Department (This Area to be Completed By the Law Department) F Received -tw l(, A-d 1�, 11, its - Iwo Approval of Law Dept.: Btu ( �����► , ( x_�t t ti� i�i _LL'i Law Dept Comments: i� Will Date Forwarded to Mayor Shaded Areas to Be Completed by Administration Staff Received: r � 6 �� � Recommendations & Comments: `} APR 201, Disposition: f�, CITY OF KENF CITY CLEiK Date Returned• t! Y Iage5870_templatebase 2/07