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HomeMy WebLinkAboutEC15-046 - Original - Sound Law Center - Hearing Examiner Agreement - 02/24/2015 3Y 4 KENT Records Mr 4 € e eanz r WASHI„GTO„ .. _ Document 3 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: Sound Law Center i Vendor Number: JD Edwards Number Contract Number: Em 1 - 0L4 t (j This is assigned by City Clerk's Office Project Name: Hearing Examiner Agreement Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract ❑ Grant Agreement ❑ Other: Professional Services Contract Effective Date: 2/28/2015 Termination Date: 12/31/2016 Contract Renewal Notice (Days): Contract Renewal Notice Check Box if Renewal is Upon Written Notice: i Contract Manager: Ben Welters Department: ECD Contract Amount: 175/hr Budget Affected: Yes HE Budget 1004120. .6200 Approval Authority: ❑ Department Director ®Mayor ❑City Council Detail: (i.e. address, location, parcel number, tax id, etc.): adccW10877_8_14 KENT WP9HINOTON PROFESSIONAL SERVICES AGREEMENT between the City of Kent and Sound Law THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Sound Law Center organized under the laws of the State of Washington, located and doing business at 4500 Ninth Avenue NE, Ste. 300, Seattle, WA 98105 (206) 628-0700 (hereinafter the "Contractor"). I. DESCRIPTION OF WORK. Contractor shall perform the following services for the City: As detailed in Exhibit A Contractor 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, and Contractor shall complete the work by December 31, 2016. At the end of the term, the City and the Consultant shall have the option to renew this contract through an Amendment for (2) two additional one year terms subject to terms and conditions acceptable to the Economic and Community Development Director and City Attorney. III. COMPENSATION. The City shall pay Contractor a total amount not to exceed $175.00 per hour for services described in this agreement listed in Exhibit A. for the services described in this Agreement. The Contractor shall invoice the City monthly based on time and materials incurred during the preceding month. The hourly rates charged for Contractor's services shall be as delineated in the attached and incorporated Exhibit A. All hourly rates charged shall remain locked at the negotiated rates throughout the term of this Agreement. 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 Contractor 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 Contractor maintains and pays for its own place of business from which Contractor's services under this Agreement will be performed. C. The Contractor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Contractor's services, or the Contractor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1 (Over$10,000) D. The Contractor 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 Contractor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Contractor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Contractor 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 seven (7) calendar days written notice at its address set forth on the signature block of this Agreement. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Contractor, its subcontractors, or any person acting on behalf of the Contractor or subcontractor shall not discriminate against any person who is qualified and available to perform the work to which the employment relates as provided for by the City of Kent's Equal Employment Opportunity Policy. Contractor 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. VII. INDEMNIFICATION. Contractor 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 Contractor'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 Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. The provisions of this section shall survive the expiration or termination of this Agreement. In the event Contractor 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 Contractor's part, then Contractor 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 Contractor's part. VIII. INSURANCE. The Contractor 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. XII. CONTRACTOR'S WORK AND RISK. The Contractor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Contractor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those services. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in 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 PROFESSIONAL SERVICES AGREEMENT - 2 (Over$10,000) 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. 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 Contractor. 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. Should any language in any of the exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. 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. CONTRACTOR: CITY OF KENT: By. ..(signa re) � t BY: --- .J1 (signature) Print Name: ? Print Na Suzette Cooke Its: rie Itsr Mayor DATE: t DATE: 2�"'F' y PROFESSIONAL SERVICES AGREEMENT - 3 (Over$10,000) NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONTRACTOR: CITY OF KENT: Sound Law Center LLC Ben Wolters, Econ & Comm Development Director Ted Hunter, Managing Director City of Kent 4500 Ninth Avenue NE, Ste. 300 220 Fourth Avenue South Seattle, WA 98105 Kent, WA 98032 (206) 628-0700 (telephone) (253) 856-5703 (telephone) (206) 829 2401 (facsimile) (253) 856-6454 (facsimile) APP!119VED AS TO ORM: Kent Law Department PROFESSIONAL SERVICES AGREEMENT - 4 (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 obelow, I agree to fulfill the five requirements referenced above. Dated this 1 � day of 20 pp For: - = � �`a L L!L-- Title: ��—r Fes' Date: 1 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 I This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. p� I, the undersigned, a duly represented agent ofc <•ry; I Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known asai5 hat was entered into on the ZZ (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: f �k.-->r� For: Title: �I\ Date: I I EEO COMPLIANCE DOCUMENTS - 3 Exhibit A II. DESCRIPTION OF WORK Contractor shall perform the following Hearing Examiner services for the City pursuant to the Kent City Code: A. As Contractor's primary responsibility, conduct hearings and make recommendations and/or decision on land use applications such as conditional use permits, variances, preliminary plats, and rezones; B. When requested by the City, conduct hearings and make decisions on code enforcement matters; and C. When requested by the City, review and hear other matters as provided for in the Kent City Code. Contractor represents that the services furnished under the Agreement will be performed in accordance with generally accepted professional practices with the Puget Sound region, and invoiced each month at the rate of$175 per hour. Attorney Lee Raaen will act as the primary Hearing Examiner at all hearings. The Planning Director or designee may provide consent to a deputy hearing examiner from Sound Law Center if for good cause Mr. Raaen is not available due to exigent circumstances. i III 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. 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. 2. 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. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000general EXHIBIT B (Continued) � aggregate and a $1,000,000 products-completed operations aggregate limit. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. 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 A:VII. 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 Contractor 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. 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. 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. 2. 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. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000general XHIBIT B (Continued) aggregate and a $1,000,000 products-completed operations aggregate limit. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. 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 A:VII. 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 Contractor 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. i li Policy No: 287334644 Columbia Casualty Company 333 South Wabash Street Chicago,IL 60604 Arbitrators and Mediators Professional Liability NOTICE: THIS IS A CLAIMS MADE AND REPORTED POLICY. PLEASE. READ THE. POLICY CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. HIE LIMIT OF LIABILITY AVAILABLE TO PAY DAMAGES SHALL NOT BE REDUCED BY AMOUNTS INCURRED FOR CLAIMS EXPENSES AS DEFINED HEREIN. AMOUNTS INCURRED FOR CLAIMS EXPENSES SHALL, BE APPLIED AGAINST THE DEDUCTIBLE AMOUNT. DECLARATIONS Item 1. Named insured Sound Law Center,LLC item 2. Mailing Address 4500 Ninth Ave NE Ste 300 Seattle,WA 98105 Item 3. Policy Period 12:01am 02l01/14 to 12:01am 02/01/15 I Coverage Summary '.. (Item 4.) (Item 5.) (Item 6.) Coverage/Limit of Liability Deductible Premium j Arbitrators Lawyers Professional Liability $ 1,000,000 each claim and $5;000 Annual Aggregate $1862.00 $1,000,000 in the aggregate (Does not apply to Defense Costs) Retroactive Date: 02/01/09 Policy Premium: $1862.00 Washington Surplus Lines Tax: $37.94 Washington Surplus Lines Stamping Fee: $1.90 Agency Fee: $35.00 Total Amount Due: $ 1936.84 Item 7. FORMS ATTACHED AT INCEPTION(where applicable) GSL 11354(9/08),GSI,11353(9/08),G-145184-A(6/03), GSL11557XX(1I-08),GSLI 1559XX(I1-08) i In case of claim,please contact. CNA Specialty Claim PO Box 8317 Chicago 1L 60680-8317 Email: LPLNewClaims@cna.com Fax:866-419-63081 Online:ivrvw.cna.com/claims Arbitrators and Mediators Claims Reporting Questions:800-540-0762 GSL 11354(9-08) Page 1 Issued Date:02/03/14 "This contract is registered and delivered as a surplus line coverage under the insurance code of the state of Washington, enacted in 1947. it is not protected by any Washington state guaranty association law."PinIcham Agency Inc. Policy No: 287334644 Columbia Casualty Company 333 South Wabash Street Chicago,IL 60604 Arbitrators and Mediators Professional Liability r III i Countersignature Authorized Representative Date: Date:02/03/2014 GSL 11354(9-08) Page 2 Issued Date:02/03/14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ECONOMIC AND TRADE SANCTIONS CONDITION The following condition is added to the Policy: ECONOMIC AND TRADE SANCTIONS CONDITION In accordance with laws and regulations of the United States concerning economic and trade embargoes, this policy is void from its inception with respect to any term or condition of this policy that violates any laws or regulations of the United States concerning economic and trade embargoes including, but not limited to the following: 1. Any insured under this Policy, or any person or entity claiming the benefits of such insured, who is or becomes a Specially Designated National or Blocked Person or who is otherwise subject to U.S. economic or trade sanctions; 2. Any claim or suit that is brought in a Sanctioned Country or by a Sanctioned Country Government, where any action in connection with such claim or suit is prohibited by U.S. economic or trade sanctions; 3. Any claim or suit that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to U.S. economic or trade sanctions; j 4. Property that is located in a Sanctioned Country or that is owned by, rented to or in the care, custody or control of a Sanctioned Country Government, where any activities related to such property are prohibited by U.S. economic or trade sanctions; or 5. Property that is owned by, rented to or in the care, custody or control of a Specially Designated National or Blocked Person, or any person or entity who is otherwise subject to U.S. economic or trade sanctions. As used in this endorsement a Specially Designated National or Blocked Person is any person or entity that is on the list of Specially Designated Nationals and Blocked Persons issued by the U.S. Treasury Department's Office of Foreign Asset Control (O.F.A.C.) as it may be from time to time amended. As used in this endorsement a Sanctioned Country is any country that is the subject of trade or economic embargoes imposed by the laws or regulations of the United States of America. ENDORSEMENT NUMBER: 1 POLICY NUMBER: 287334644 ISSUED TO: Sound Law Center, LLC EFFECTIVE DATE OF ENDORSEMENT: 02/01/14 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 this endorsement is issued with the Policy or if it is effective on the Policy Effective Date) G-145184-A(Ed. 6/03) Page 1 of 1 SPECIFIC ATTORNEY LEGAL SERVICES ENDORSEMENT It is understood and agreed that with solely with respect to the Attorney(s) listed below, the following amendments are made to the policy: 1. The INSURING AGREEMENT is amended by adding the phrase "or Legal Services" after the phrase "Dispute Resolution Services"and before the word "by". 2. The DEFINITIONS section, paragraph (A), definition of Act, is deleted in its entirety and replaced with the following: Act means any act, error or omission, breach of duty, or Personal Injury Offense committed or alleged to have been committed by the Insured in rendering or failing to render Dispute Resolution Services or Legal Services. 3. The EXCLUSIONS section, exclusion L. is deleted in its entirety. ATTORNEY(S): Ted Hunter Kim Allen Kristen Carson 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 below. By Authorized Representative (No signature is required if issued with the Policy or if it is effective on the Policy Effective Date) IIII II GSL11557XX(11-08) Policy No: 287334644 Page 1 Endorsement No: 2 Effective Date: 02/01/14 Insured Name: Sound Law Center, LLC ©CNA All Rights Reserved. i RETROACTIVE EXCLUSION CLAUSE ENDORSEMENT I It is understood and agreed that Section I., Insuring Agreement, is amended to include a new subparagraph as follows: Notwithstanding anything to the contrary, coverage is not afforded under this Policy for any Claim caused by any Act that occurred prior to 02/01/09 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 below. By Authorized Representative (No signature is required if issued with the Policy or if it is effective on the Policy Effective Date) GSL11559XX(11-08) Policy No: 287334644 Page 1 Endorsement No: 3 Effective Date: 02/01/14 Insured Name: Sound Law Center, LLC ©CNA All Rights Reserved. i COLUMBIA CASUALTY COMPANY I ARBITRATORS AND MEDIATORS PROFESSIONAL LIABILITY POLICY THIS IS A CLAIMS MADE AND REPORTED POLICY. IT APPLIES ONLY TO THOSE CLAIMS THAT ARE BOTH FIRST MADE AGAINST AN INSURED AND REPORTED IN WRITING TO THE COMPANY DURING THE POLICY PERIOD. PLEASE REVIEW THIS POLICY CAREFULLY AND DISCUSS THIS COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. INSURING AGREEMENT Arbitrators and Mediators Professional Liability Coverage The Company agrees to pay on behalf of the Insured, subject to the limit of liability in the Declarations, all sums in excess of the deductible which the Insured shall become legally obligated to pay as Damages and Claims Expenses because of any Claims first made against the Insured and reported in writing to the Company during the Policy Period or any Extended Reporting Period, caused by any Act of the Insured, or any other person for whose Acts the Insured is legally responsible, and arising out of the rendering of or failure to render Dispute Resolution Services by or on behalf of the Insured for clients of the Named Insured, provided always that such Act occurs: (A) during the Policy Period; or (B) prior to the Policy Period, provided that prior to the inception date of the first Arbitrators and Mediators Professional Liability Insurance Policy issued by the Company to the Named Insured and continuously renewed and maintained in effect from the inception of that policy period: (1) the Named Insured did not give notice to any prior insurer of any such Act, and (2) the Named Insured, any entity, member, employee, volunteer or where appropriate the Named Insured's management committee or any member thereof, had no reasonable basis to believe that the Insured had breached a professional duty or to foresee that a Claim would be made against the Insured; and (3) there is no prior policy (or policies) which provides insurance for such liability or Claim, unless the available limits of liability of such prior policy or policies are insufficient to pay any liability or Claim, in which event this Policy will be excess over such coverage, whether such prior policies afford primary, excess, contingent or umbrella insurance, and subject to this Policy's terms, limits of liability, deductible, exclusions, endorsements and conditions. It is expressly understood and agreed that this Policy shall not apply to any Claim made against any Insured arising out of any Act which first occurred prior to the date such Insured became an employee, volunteer, member, or lawyer of, to, or otherwise affiliated with the Named Insured, DEFENSE AND SETTLEMENT The Company shall have the right and duty to defend, excess of the deductible and subject to and as part of the limit of liability, any lawsuit and/or arbitration brought against the Insured seeking Damages which are payable under the terms of this Policy, even if any of the allegations of the Claim are groundless, false or fraudulent. The Company shall have the right to defend any grievance proceeding, judicial proceeding, disciplinary proceeding or administrative proceeding brought against the Insured. The Company has the right to select defense counsel. Without in any way restricting this right to select defense counsel, the 1 GSL 11353 (c) (9/08) Company will take into consideration the preference of the Insured with respect to the selection of defense counsel, provided said counsel agrees to fully comply with the Company's claims handling procedures and defense guidelines. The Company shall have the right to make any investigation it deems necessary and,with the written consent of the Insured, enter into any settlement of any Claim covered by the terms of this Policy. If any Insured shall refuse to consent to any settlement or compromise recommended by the Company and acceptable to the claimant, and elects to contest the Claim, then the Company's Damages limit of liability under the Policy to the Insured shall be limited to the amount for which the Company would have been responsible for Damages if the Claim would have been then so settled or compromised. EXHAUSTION OF LIMITS The Company is not obligated to investigate, defend, pay or settle, or continue to investigate, defend, pay or settle a claim after the Damages Limit of Liability as set forth on the Declarations has been exhausted or after the Company has deposited the remainder Damages limit of liability into a court of competent jurisdiction. In such case, the Company shall have the right to withdraw from the further investigation, defense, payment or settlement of such claim by tendering control of said investigation, defense or settlement of the claim to the Insured. LIMIT OF LIABILITY AND DEDUCTIBLE (A) Damages Limit of Liability: Each Claim The limit of liability of the Company for each Claim first made against the Insured and Reported to the Company during the Policy Period and any Extended Reporting Period shall not exceed the amount stated in Item 4 of the Declarations for each Claim, and shall include Damages only. (B) Damages Limit of Liability: In the Aggregate Subject to paragraph (A) immediately above, the limit of liability of the Company for all Claims first made against the Insured and reported to the Company during the Policy Period and any Extended Reporting Period, shall not exceed the amount stated in Item 4 of the Declarations as the aggregate, and shall include Damages only. The limits of liability of the Company for any Extended Reporting Period shall be part of, and not in addition to,the limits of liability of the Company for the Policy Period. (C) Claim expenses Limit of Liability— In the Aggregate Claim expenses are in addition to the Damages limits of liability. Claim expenses are not payable under this Policy until all other valid and collectible insurance available to you for claim expenses has been exhausted. (D) Deductible: In the Aggregate The deductible amount stated in Item 5 of the Declarations applies to all Claims made against an Insured, and shall be paid by the Insured, and shall be applied to the payment of Damages and Claims Expenses resulting from all Acts giving rise to Claims first made and reported to the Company during the Policy Period and any Extended Reporting Period, until such aggregate deductible is fully satisfied. the Company's obligation to pay under the Policy shall be excess of the deductible but only up to the amount of insurance otherwise available hereunder. The limits of liability set forth in Item 4 of the Declaration are in excess of the deductible in Item 5 of the Declaration page. 2 GSL 11353 (c) (9/08) The Insured shall make direct payments within the deductible to appropriate parties as designated by the Company. In the event the Company chooses to advance any payment which is the responsibility of the Insured pursuant to the deductible obligation, the Insured shall promptly reimburse the Company for such payment. (E) Multiple Insureds, Claims and Claimants The inclusion herein of more than one Insured or the making of Claims or the bringing of suits by more than one person or entity shall not operate to increase the Company's limits of liability under this Policy. If additional Claims are subsequently made against the Insured and Reported to the Company, and arise out of the same, related or continuing Acts as the Claim already made and reported to the Company, all such Claims, whenever made, shall be considered first made and reported to the Company within the Policy Period or the Extended Reporting Period in which the earliest Claim arising out of such Acts was first made and reported to the Company, and shall be subject to the same Limit of Liability/Each Claim set forth in Item 4 of the Declarations. SUPPLEMENTARY PAYMENTS: Payments made under paragraphs 1 and 2 below will not be subject to the deductible. Such payments are in addition to the limits of liability. 1. The Company will reimburse each Insured up to$500.00 for loss of earnings for each day or part of a day of such Insured's attendance, at the Company's written request, at a trial, hearing or other alternative dispute resolution proceeding, including arbitration proceeding or mediation, involving a claim against such Insured, but in no event shall the amount payable hereunder exceed $10,000.00 per Insured despite the number of days an Insured is in attendance, or the number of trials, hearings or arbitration proceedings that an Insured is required to attend. In no event shall the amount payable per policy period exceed $10,000.00 despite the number of Insureds hereunder or the number of such proceedings. 2. The Company reimburse the Named Insured up to $10,000 for each Insured for attorney fees and other reasonable costs, expenses or fees paid to third parties (other than an Insured) incurred in connection with any judicial, grievance, disciplinary (other than a UPL Proceeding) or administrative proceedings against an Insured, but in no event shall the amount payable hereunder exceed $50,000 regardless of the number of Insureds hereunder or the number of such proceedings. In the event of a UPL Proceeding, the Company shall reimburse the Insured for attorney fees and other reasonable costs, expenses or fees paid to third parties (other than an Insured) up to$25,000 per claim. DEFINITIONS Wherever used in this Policy: Act means any act, error or omission, breach of duty, or Personal Injury Offense committed or alleged to have been committed by the Insured in rendering or failing to render Dispute Resolution Services. Claim means a demand received by the Insured for money or services, including the service of suit or the institution of any arbitration, grievance, disciplinary (including a UPL Proceeding), judicial or administrative proceedings against the Insured. Claims Expenses means: (1) reasonable and necessary fees charged by attorneys designated by the Company; and 3 GSL 11353 (c) (9/08) lill (2) all other reasonable and necessary fees, costs and expenses resulting from the investigation, adjustment, defense and appeal of a Claim if incurred by the Company, or by the Insured with the written consent of the Company. Claims Expenses shall not include fees, costs or expenses of employees or officers of the Company, or any supervisory or coverage counsel retained by the Company. Nor shall Claims Expenses include salaries, loss of earnings or other remuneration by or to any Insured. The reasonableness of all Claims Expenses shall be determined by the Company. Damages mean judgments, awards and settlements negotiated by the Company or settled by the Insured with the written consent of the Company. Damages shall not include the return, reimbursement, restitution, reduction or set-off of fees, grants, costs or expenses paid to or charged by any Insured, civil or criminal fines, sanctions, or penalties imposed on the Insured by law, amounts for which the Insured is not financially liable or for which there is no legal recourse to the Insured or matters which may be deemed uninsurable under the law pursuant to which this policy shall be construed. Damages shall not include any form of injunctive or declaratory relief. Notwithstanding the foregoing paragraph, Damages shall include (subject to this Policy's other terms, conditions and limitations, including but not limited to exclusions relating to deliberate fraud or deliberate criminal acts), punitive, exemplary and multiplied damages. Enforceability of this paragraph shall be governed by such applicable law that most favors coverage for such punitive, exemplary and multiple damages. As used herein, "applicable law" means the law of any of the following jurisdictions: 1. where the Claim seeking such Damages is brought or where such Damages are awarded or imposed; 2. where the Act giving rise to the Claim occurred; 3. where the Insureds subject to such Damages are incorporated, have their principal place of business or reside; or 4. where the Insurer is incorporated or has its principal place of business. Domestic Partner means any spouse and any person qualifying as a domestic partner under any federal, state or local laws or under the Named Insured's employee benefit plans. Extended Reporting Period means the period of time after the end of the Policy Period for reporting Claims arising out of an Act. Said Act must have occurred prior to the end of the Policy Period, and must otherwise be covered by this Policy. Any Extended Reporting Period shall not be construed to be a new policy period and coverage shall be governed by all the terms, limits of liability, deductible, exclusions, endorsements, and conditions of this Policy. Named Insured means the entity listed in Item 1 of the Declarations. Insured means the Named Insured and the persons or entities described below: (1) any person who was, is or hereafter during the policy period becomes an employee, member, volunteer or independent contractor of the Named Insured while rendering Dispute Resolution Services for or on behalf of clients of the Named Insured. (2) the estate, heirs, executors, administrators, assigns, legal representatives and domestic partners of an Insured in the event of such Insured's death, incapacity, insolvency or bankruptcy, but only to the extent that such Insured would otherwise be provided coverage under this Policy. Dispute Resolution Services means: Adjudicatory Services, Non-adjudicatory Services, Mediation Services, Arbitration Services, Appraisal Services, Notary Services, Expert Witness Services; Dispute Resolution Training and Consulting Services and services as an Independent Contractor Neutral: 4 GSL 11353 (c) (9/08) Adjudicatory Services means: Arbitration Services; court-referenced discovery services; private judging; receiverships; Trustee Services; provisional director appointments; Appraisal Services; and services essential to performing the aforementioned services. Non-Adjudicatory Services means: Mediation Services; neutral evaluation; appellate neutral evaluation and consulting; neutral fact finding or neutral investigations; and services essential to performing the aforementioned services. Mediation Services means services provided to settle disputes outside of court with the use of a neutral third party who assists two or more parties in resolving their disputes. Arbitration Services means services provided to settle disputes outside of court with the use of a neutral third party who renders a decision after witness testimony and evidentiary review.Arbitration Services also means use of a three party panel, made up of 2 members designated by the parties and one member, who may be non-neutral, appointed by the other 2 members. Appraisal Services means the gathering of data regarding the worth of tangible or intangible property and the offering an estimate of such property's fair price or value, solely in conjunction with Adjudicatory Services or Non-adjudicatory Services. Expert Witness Services means services performed by a natural person, who, by reason of education or specialized experience possesses superior knowledge respecting a subject,to assist the finder of fact,judge,jury or counsel in the understanding of complicated and technical subjects. Independent Contractor Neutral means a person who acts as an umpire,judge pro-tem or special master, neutral evaluator, neutral fact finder or neutral investigator, referee, or other similar title under court appointment or under contract with parties seeking extra judicial disposition of disputes and/or analysis of the strengths and weaknesses of their litigation positions, pursuant to agreements entered into by the disputing parties authorizing such person to act in such capacity of by order of a court. Notary Public Services means administering oaths, attesting and certifying documents by signature and official seal, acknowledging deeds and other conveyances, by a duly appointed or licensed notary, for others for a fee. Trustee Services means holding legal title to and administering property in the name of a trust for the benefit of another, who is required to carry out specific duties with regard to such property. Dispute Resolution Training and Consulting Services means training and consulting services performed in conjunction with Dispute Resolution Services. Legal Services means the rendering of services as a lawyer relating to consultation, advice or representation for persons or organizations in civil, criminal or administrative matters. Personal Injury Offense means: (1) the publication or utterance of a libel or slander or other defamatory or disparaging material, or a publication or an utterance in violation of an individual's right to privacy; or (2) false arrest, detention or imprisonment, wrongful entry or eviction or other invasion of the right of private occupancy, abuse of process or malicious prosecution. Policy Period means the period of time between the inception date shown in Item 3 of the Declarations and the effective date of termination, expiration or cancellation of this Policy and specifically excludes any Extended Reporting Period hereunder. UPL Proceeding means any proceeding before a state or federal licensing board or a peer review committee to investigate the unauthorized practice of law by an Insured. 5 GSL 11353 (a) (9/08) i EXCLUSIONS This Policy does not apply: (A) to any Claim arising out of any investment advice given or referrals, warranties, guarantees or predictions of future performance made by an Insured regarding any specific and identifiable investment; (B) to any Claim based upon or attributable to, arising out of, directly or indirectly, or in any way related to any Insured while rendering or failing to render control, direction, administration or management of the Named Insured or any other entity; (C) to any Claim arising out of an Insured's capacity as a public official or an employee or representative of a governmental body; (D) to any Claim arising out of an Insured's capacity as a fiduciary under the Employee Retirement Income Security Act of 1974 and its amendments or any regulation or order issued pursuant thereto, or similar responsibility under state statutory law or common law, except when an Insured is deemed to be a fiduciary solely by reason of Professional Services rendered with respect to any employee benefit plan other than an employee benefit plan of the Named Insured; (E) to any Claim against an Insured as a beneficiary or distributes of any trust or estate; (F) to any Claim arising out of any allegations of criminal conduct or activity of an Insured; (G) to any judgment or adjudication based upon or arising out of any dishonest, fraudulent, malicious or intentional conduct of any Insured. However, this exclusion does not apply to Personal Injury Offenses; (H) to any Claim, other than a Claim for Personal Injury Offense, for bodily injury, sickness, disease or death of any person, or injury to or destruction of any tangible property, including the loss of use resulting therefrom; (1) to any Claim alleging, arising out of, based upon or attributable to the facts alleged, or to the same or related Acts alleged or contained (i) in any Claim which has been previously reported, or (ii) in any notice of circumstances,which may have been expected to give rise to a Claim,which has been given under any policy of which this Policy is a renewal or replacement or which this Policy may succeed in time; (J) to any Claim arising out of the an Insured's liability under any oral or written contract or agreement, unless such liability would have attached to an Insured even in the absence of such agreement. (K) to any Claim based upon assertions, allegations, causes of action or demands whatsoever by or on behalf of an Insured under this Policy against another Insured hereunder; (L) to any Claim based upon or arising out of Legal Services; 6 GSL 11353 (c) (9/08) CONDITIONS A. Notice of Claim The Named Insured, as a condition precedent to the obligations of the Company under this Policy, shall give written notice to the Company as soon as practicable during the Policy Period or any Extended Reporting Period of any Claims made against any Insured. If during the Policy Period or any Extended Reporting Period written notice of a Claim has been given to the Company pursuant to the immediately preceding paragraph, then any Claim which is subsequently made against the Insured and reported to the Company alleging, arising out of, based upon or attributable to the facts alleged in the Claim of which such notice has been given, or alleging any Acts which are the same as or related to the Acts alleged in the Claim of which such notice has been given, shall be considered made at the time such notice was given. If during the Policy Period the Insured shall become aware of any Acts which may reasonably be expected to give rise to a Claim being made against the Insured and shall give written notice to the Company of such Acts and the reasons for anticipating a Claim, with full particulars as to dates and persons involved, then any Claim which is subsequently made against the Insured and reported to the Company alleging, arising out of, based upon or attributable to such Acts, or alleging any Acts which are the same as or related to such Acts, shall be considered first made at the time notice of such Acts was given to the Company. B. Extended Reporting Periods (1) Automatic Extended Reporting Period The Insured shall have the right to an automatic, non-cancellable Extended Reporting Period of sixty (60) days starting at the expiration date shown in Item 3 of the Declarations if the Named Insured has purchased no other insurance to replace this Policy. (2) Optional Extended Reporting Period In the event the Company cancels or refuses to renew the Policy, except as provided below, or if the Named Insured chooses not to renew or to cancel the policy, the Named Insured shall have the right, upon (a) written notification to the Company or the Company's authorized agent, and (b) payment of the required premium (in whole and not pro rate or otherwise in part) within thirty (30) days of such termination, to have issued an endorsement providing an Optional Extended Reporting Period. The additional premium for the Optional Extended Reporting Period shall be one (1)year at 100%, two (2)years at 150% or three (3)years at 175% of the premium in effect hereunder at such termination. The limits of liability afforded by this Policy are not increased by the granting of any Extended Reporting Period. The limits of liability for any Extended Reporting Period shall be part of, and not in addition to, the limits of liability for the Policy Period. The right to the Extended Reporting Period shall terminate in the event the Company shall cancel or refuse to renew this Policy due to (1) non-payment of premiums; or (2) non-compliance by the Named Insured with any of the terms and conditions of this Policy; or (3) any misrepresentation or omission in the application for this Policy; or (4) if at the time this right could be exercised by the Named Insured, such entity has been seized or disbanded at the request of any regulatory authority. 7 GSL 11353 (c) (9/08) An Extended Reporting Period is non-renewable. The Extended Reporting Period purchased must follow immediately after the expiration of the Policy. The offer by the Company of renewal terms, conditions, limits of liability and/or premiums different from those of the expiring Policy shall not constitute refusal to renew. C. Innocent Insured Whenever coverage under this Policy would be excluded, suspended or lost: (1) because of any exclusion relating to criminal, dishonest, fraudulent, malicious or intentional conduct by any Insured, and with respect to which any other Insured did not personally participate or personally acquiesce or remain passive after having personal knowledge thereof; or (2) because of noncompliance with any condition relating to the giving of notice to the Company, with respect to which any Insured shall be in default solely because of the default or concealment of such default by one or more other Insureds hereunder; The Company agrees that such insurance as would otherwise be afforded under this Policy shall be applicable with respect to each and every Insured who did not personally participate or personally acquiesce in or remain passive after having personal knowledge of the conduct described or forming the basis for such exclusion or condition; provided that if the condition be one with which such Insured can comply, after receiving knowledge thereof, the Insured entitled to the benefit of this provision shall comply with such condition promptly after obtaining knowledge of the failure of any other Insured to comply therewith. D. Reimbursement of the Company If the Company, in the exercise of its discretion and without any obligation to do so, pays any amount in settlement or satisfaction of Damages and/or Claims Expenses in excess of the applicable limits of liability or within the amount of the deductible, the Named Insured shall be liable to the Company for any and all such amounts and, upon demand, shall pay such amounts to the Company. E. Territory This Policy applies to any Acts occurring anywhere in the world, provided that the claim is made and suit is brought against the Insured within the United States of America, including its territories, possessions, Puerto Rico or Canada F. Otherinsurance This insurance shall be excess over any othervalid and collectible insurance. G. Assistance and Cooperation of the Insured The Insured shall cooperate with the Company and, upon the Company's request, assist in making settlements, in the conduct of suits and proceedings and in enforcing any right of contribution or indemnity against any person or entity who or which may be liable to the Insured, attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The Insured shall not, except at his, her or its own cost, voluntarily admit liability or provide any statements or testimony, oral or written, voluntarily make any payment, assume any obligation or incur any expense without the consent of the Company, which consent shall not be unreasonably withheld. 8 GSL 11353 (c) (9/08) H. Action Against the Company No action shall lie against the Company unless, as a condition precedent thereto, there shall have been full compliance with all the terms of this Policy, nor until the amount of the Insured's obligation to pay shall have been finally determined either by judgment against the Insured after actual trial or by written agreement of the Insured, the claimant and the Company. Any person or organization or the legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this Policy to the extent of the insurance afforded by this Policy. No person or organization shall have any right under this Policy to join the Company as a party to any action against an Insured, nor shall the Company be impleaded by the Insured or his legal representative. Bankruptcy or insolvency of the Insured or of the Insured's estate shall not relieve the Company of any of its obligations hereunder. I. Subrogation In the event of any payment under this Policy, the Company shall be subrogated to all the Insured's rights of recovery thereof against any person or organization and the Insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do nothing to prejudice such rights. Any amount so recovered shall be apportioned as follows: Any recovery shall first be used for the repayment of Claims Expenses incurred toward subrogation; second, to any Damages and Claims Expenses paid by the Insured in excess of the deductible; third, to any Damages and Claims Expenses paid by the Company; fourth, to any Damages and Claims Expenses paid by an excess carrier on behalf of the Insured; fifth, to any Damages and Claims Expenses paid by any other primary carrier on behalf of the Insured; and last, to repayment of the Insured's deductible. Except that this condition shall not apply in the event that the Named Insured is required pursuant to a signed written contract with a third party to waive its rights of recovery against such person or organization. J. Changes Notice to any agent or knowledge possessed by any agent or by any other person acting on behalf of the Company shall not effect a waiver or a change in any part of this Policy or stop the Company from asserting any right under the terms of this Policy; nor shall the terms of this Policy be waived or changed except by endorsement issued to form a part of this Policy signed by a duly authorized representative or agent of the Company. K. Assignment The interest hereunder of any Insured is not assignable. L. Cancellation In the event the Company cancels this Policy because the Named Insured has failed to pay a premium when due or has failed to pay amounts in excess of the limit of the Company's liability or within the amount of the deductible, this Policy may be cancelled by the Company by mailing to the Named Insured at the address shown in Item 2 of the Declarations written notice stating when, not less than 10 days thereafter, such cancellation shall be effective. The mailing of such notice as aforesaid shall be sufficient proof of notice. The effective date and hour of cancellation stated in the notice shall become the end of the Policy Period. Delivery(where permitted by law)of such written notice by the Company shall be equivalent to mailing. 9 GSL 11353 (c) (9/08) I If the Company cancels this Policy, the earned premium shall be computed pro rate. If the Named Insured cancels this Policy, the Company shall retain the customary short rate proportion of the premium. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. M. Conformance to Statute Terms of this Policy which are in conflict with the laws and regulations of the state wherein this Policy is issued are hereby amended to conform to such laws and regulations effective as of the inception date of the Policy. N. Entire Contract By acceptance of this Policy the Named Insured agrees that the statements in the application and any and all supplementary information provided to the Company are the Named Insured's statements, representations and warranties; that this Policy is issued in reliance upon the truth and accuracy of such statements, representations and warranties, and that this Policy (including the application therefor) embodies all agreements existing between the Named Insured and the Company or any of its agents relating to the insurance. O. Named Insured Sole Agent The Named Insured shall be the sole agent of all Insureds hereunder for the purpose of effecting or accepting any amendments to or cancellation of this Policy, for the completing of any applications and the making of any statements, representations and warranties, for the payment of any premium and the receipt of any return premium that may become due under this Policy, and the exercising or declining to exercise any right under this Policy. P. Notices Any notices required to be given by an Insured shall be submitted in writing to the Company or its authorized representative. If mailed, the date of mailing of such notice shall be deemed to be the date such notice was given and proof of mailing shall be sufficient proof of notice. Q. Service of Suit In the event of the failure of the Company to pay any amount claimed to be due hereunder, the Company will, at the request of the Named Insured, submit to the jurisdiction of any court of competent jurisdiction within the United States and will comply with all requirements necessary to give such court jurisdiction and will comply with all requirements necessary to give such court jurisdiction and all matters arising hereunder shall be determined in accordance with the law and practice of such court. Service of process in such suit may be made upon General Counsel, CNA Plaza, Chicago IL 60685 and that in any suit instituted against such person upon this Policy, the Company will abide by the final decision of such court or of any appellate court in the event of an appeal. The General Counsel is authorized and directed to accept service of process on behalf of the Company in any such suit and, upon the request of the Insured, to give a written undertaking to the Insured that he will enter a general appearance on the Company's behalf in the event such suit shall be instituted. Further, pursuant to any statute of any state, territory or district of the United States which makes provision therefore, the Company hereby designates the Superintendent. Commissioner or Director of Insurance or other officer specified for that purpose in the statute, as its true and lawful attorney upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the Insured or any beneficiary hereunder arising out of this Policy of insurance, and hereby 10 GSL 11353 (c) (9/08) designates the above-named as the person to whom the said officer is authorized and directed to accept service of process on behalf of the Company in any such suit. R. Trade and Economic Embargoes This policy does not provide coverage for Insureds, transactions or that part of damages or claims expenses that is uninsurable under the laws or regulations of the United States concerning trade or economic sanctions. S. Alternative dispute resolution After the final adjudication or settlement of a claim, any dispute concerning allegations of bad faith or tort against the Company regarding the appropriateness or value of any settlement or final disposition of any claim that exceeds the deductible may be submitted to any form of alternative dispute resolution acceptable to the Company and the Insured. Should the Company and the Insured be unable to agree on the form of alternative dispute resolution, then such dispute shall be submitted to binding arbitration. Except as set forth below, the rules of the American Arbitration Association shall apply. The arbitration panel shall consist of one arbitrator selected by the Company, one arbitrator selected by the Insured, and one arbitrator selected by the first two arbitrators. If the two arbitrators selected cannot agree on a third arbitrator, then the American Arbitration Association shall appoint an arbitrator. HEADINGS The descriptions in the headings of this Policy are solely for convenience, and form no part of the terms and conditions of coverage. I IN WITNESS WHEREOF, the Company has caused this Policy to be executed and attested, but this Policy shall not be valid unless signed on the Declarations page by a duly authorized representative of the Company. III' Chairman Secretary 11 GSL 11353 (c) (9/08) REQUEST FOR MAYOR°S SIGNATURE T Please Fill in All Applicable Boxes t Ori inator: E ��, � �� ' t �; } e .� �,,, �, Phone (Originator): Date Sent , r : , i Date of Council Approval: g � Return Date of Approval from Finance: ; ' ,,>° Signed Document t0 (Only required on contracts $50,000 &over or on any Grant g � � Agreements) Date Required: .a.� _ Date of Approval from Risk Mana er:`f f ( 2�,j ; Vendor N,ame Budgeted: YES NO ❑ BUdetFUnd: Brief Explanation of Document: k .,d rit �/' . •' i, P'..3 $? i :% 'Y �g `l�'a,#,rrx :.:Y'.�'' tia 'in ,�... a"t r � ,$ 4 Jr F£ S 1el PA ,04 All Contracts Must Be Routed Through The Law Department (This area to be completed by the Law Department) Received: E4 Law Department Approved as to Form: Law Dept. Comments: Date Forwarded to Mayor; Shaded Areas To Be Completed By Administration Staff Received: Recommendations and Comments: 1 fi x ��Lys�*';�ss'I`- .r. �1�„t"!�}=a �,rs � a';': ��'e.:.r ,. Y'�.'""Z�`r f: <>4 <rfr r..: ..,'r'�'..,.k.'r',,�'....�ar ;�� ;• `.rx zr$.;�,r• Date Returned: P:clnKo"mSNaunenl PueeS'B„nN SMeI ler lNyaM1 5lpne W e tlax