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PW17-453 - Original - Systems Interface, Inc. - SCADA System - 09/15/2017
sel U I e c o r d s ��'��l�� lf • e m %, i, KE T WAS H I W G,TQ N D���% f V cu merit CONTRACT' COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerics Office. All portions a,re to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Systems Interface Inc. Vendor dumber: D Edwards Dumber Contract dumber: �Vvrl This is assigned by City Clerk's Office Project dame: SCADA System Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment 0 Contract ® Other: Contract Effective Date: 9115/17 Termination Date: 12/31/18 Contract Renewal Notice (lays): Number of days required notice for termination or renewal or amendment Contract Manager: Kevin Swinford Department: PW Operations Contract Amount: t15,000.00 Approval Authority: (CIRCLE CANE) Department Director Mayor City Council Detail: (i.e. address, location, parcel number, tax id, etc.): Provide professional and technical support services for the SCADA System.. As Of: 08/27/14 • KENT GOODS & SERVICES AGREEMENT between the City of Kent and Systems Interface Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Systems Interface Inc. organized under the laws of the State of Washington, located and doing business at 10802 471h Ave. W., Mukilteo, WA 98275, Phone: (425) 481-1225, Contact: Rob Schommer (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: The Vendor shall provide professional and technical support services for the Public Works SCADA System. For a description, see the Vendor's Scope of Work which is attached as Exhibit A and incorporated by this reference. Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all goods, materials, and services by December 31, 2018. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed Fifteen Thousand Dollars ($15,000.00), including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: The Vendor shall be compensated after execution of the agreement and upon submittal of the appropriate invoice for each authorized work request. If the City objects to all or any portion of an invoice, it shall notify Vendor 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. GOODS &SERVICES AGREEMENT - 1 ($20,000 or Less, incl. WSST) A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. 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 Vendor 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 Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Vendor 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 Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor 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. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an GOODS &SERVICES AGREEMENT - 2 ($20,000 or Less, including WSST) amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the GOODS &SERVICES AGREEMENT - 3 ($20,000 or Less, including WSST) City any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when Vendor knows or should have known of the defect, or (2) upon Vendor's receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor 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. Vendor 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. XI. INDEMNIFICATION. Vendor 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 Vendor'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 Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'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 Vendor 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 Vendor's part, then Vendor 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 Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. GOODS & SERVICES AGREEMENT- 4 ($20,000 or Less, including WSST) XII. INSURANCE. The Vendor 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. XIII. WORK PERFORMED AT VENDOR'S RISK. Vendor 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 Vendor's own risk, and Vendor 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. XIV. 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 XI 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 Vendor. 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 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 Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. GOODS &SERVICES AGREEMENT- 5 ($20,000 or Less, including WSST) I. Public Records Act. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties and obligations, under the Public Records Act. J. City Business License Requiired. Prior to commencing the tasks described in Section 1, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. 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. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person., IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR: CIT7YENT: �W BY: By: c JS1 natyre) fgi4ture) Print Name: Print Name: Tim o 4y J. LaPorte, P.E. Its: Its: Public Works Director (title) DATE: DATE: a,—/2 0z 2 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Rob Schommer Timothy J. LaPorte, P.E. Systems Interface Inc. City of Kent 10802 47th Ave. W. 220 Fourth Avenue South Mukilteo, WA 98275 Kent, WA 98032 (425) 481-1225 (telephone) (253) 856-5500 (telephone) (425) 481-2115 (facsimile) (253) 856-6500 (facsimile) SySWm5 Meface-SCADA/S—raw GOODS & SERVICES AGREEMENT 6 ($20,000 or Less, including WSST) 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. 1 have read th:e 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. By: For: c C-, Title: P P- Date: "5er,� ,, 3 EEO COMPLIANCE DOCUMENTS - 1 of 3 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 of 3 EXHIBIT A (425)1tt1-t225 T (425)181.2115 F w✓vvw✓,systems-intLrtace.com Systems ecInc. 10802 47"'Ave w rvirrkiltuc, WA 98275 To: Kevin Swinford Company: City of Kent __... I-elemetry System Professional Services Date: June 15r',2017 From: Rob Schornmer page.-g 1 QS17F009 Hi Kevin, Thank you for the opportunity to provide professional ongineering services for technical support and maintenance of the City's Tetemetry and SCADA systems. fn order to avoid heaving to issue multiple Proposals and Purchase Orders,we would propose an annual technical support and maintenance contract,to last front July 1wr,2017 through June 00rr, 2018, Throughout the contract period, as requested by the City,we will provide technicat support,on-call emergency repair, monthly preventative maintenance, and site upgrade services for the rewrote site Instrumentation, Coxntrof, and Telemetry systems along with the Headquarters'SCADA(Supervisory Control and Data Acquisition) and Alarm Monitoring systems. We suggest a.Not-To-Exceed budget of$15,000. All time would be invoiced with an attached Field Service Report. The following rate.schedule would be utilized: Engineering and Programming services at a rate of$115/hr. Field wiring or Instrumentation technicians at a rate of $85/hr. CAI) and Administrative services at$65/hr. Mileage a1 a$0.85/mile. Misc. expenses at cost plus 10% These rates would be for services provided during normal business hours (Mon-Fri, 7AM-4PM). After hour services would be charged at a premium of '1.5 times the above fisted rates. Emergency services, where a quick response dime (< q hrs) is required, along with Sunday and Holiday services would be at a rarto of 2.0 times the above listed rates. Travel time would be invoiced. There would be an initial fee of$195-for any after-hours contact. This budget works out to approxfmately 120 hours of Engineer tirne, available for the City to use as desired. Please let me know if YOU had any questions, concerr7s, or would like me to revise this proposal in any way. Sincerely, Systems Interface Inc. Robert Schorramer, P.E. Vice President l ax: 2.53-859 3664 Phone: 253-F359-3395 EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The Contractor 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 Contractor, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Contractor 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 Contractor'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. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. 2. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $2,000,000 per accident. EXHIBIT B (Continued) 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 Contractor'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 Contractor's insurance and shall not contribute with it. 2. The Contractor'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 contractor 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 Contractor'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 Contractor 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 Contractor 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 Contractor. Client#: 1058688 SYSTEINT2 DATE(MMIDDIYYYY) ACORDTN CERTIFICATE OF LIABILITY INSURANCE 9108/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). NTACT PRODUCER NAME; Jeanne Hagel USI Kibble&Prentice a"�4NE 206 441-6300 --— C -362-8530 A No Ext: (A1X,No]: 601 Union Street,Suite 1000 E-MAIL eanne.ha el usi.com ADORE s: 1 9 � Seattle,WA 98101 INSURER(S)AFFORDING COVERAGE NAiC rr 1 INSURER A:Hartford Fire Insurance Company 19682 INSURED INSURERB:Hartford Casualty Insurance Co 29424 Systems Interface,Inc 1916 220th St SE #M-102 INSURER C Bothell,WA 98021 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 CONTRACTOR 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. LTR TYPE OF INSURANCE IN R yUVD POLICY NUMBER MMIDDY EFF MMJDDD EYP LIMITS A X COMMERCIAL GENERAL LIABILITY X X 52UUNGZ8379 2/3112016 1213112017 EACH OCCURRENCE $1000000 CLAIMS-MADE �X OCCUR PREMISES EeEeQDenee s300 000 MED EXP(Any one person) S 1 O OOO PERSONAL&ADV INJURY S1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s2,000,000 PRO- PRODUCTS-COMP/OP AGG S 2 OOO OOO POLICY X JECT LOC OTHER' $ A AUTOMOBILE LIABILITY X , X 52UUNGZ8379 1213112016 12/31/201 (CEO a6�[N�eOISINGLE LIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ X ED GE $X HIREDAUTOS AUTOS PROPERTYraccient) S B X UMBRELLA LAB X OCCUR X 52RHUGZ8232 12/31/2016 12/3112017 EACH OCCURRENCE $S 00O 000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5 000 000 DED I X RETENTION s10000 $ WORKERS COMPENSATION 52UUNGZ8379 1213112016121311201 PSTATUTE ER OTH- AND EMPLOYERS'LIABILITY ER A OFFICRw RIETOR EXC NER/E ECUTIVEa NIA (WA Stop Gap) E.L EACH ACCIDENT S1,000,000 (Mandatory in NH) I E.L.DISEASE-FA EMPLOYEE $1 00O 000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L-DISEASE-POLICY LIMIT S1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Verification of Insurance City of Kent is additional insured with coverage on primary/non-contributory basis per attached HG0001 0605 and HA9916 0312. 30 days prior notice of cancellation applies except 10 days due to non-payment of premium CERTIFICATE HOLDER CANCELLATION ANY OF THEBE City of Kent THE SHOULD EXPIRATION DATE ABOV THEREOF,E NOTICEiEELLED WILLL CBE CDEL VER DOINE Eng Admin; Public Works Dept; ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Nancy Yoshitake,Contr Spec 220 4th Ave S AUTHORIZED REPRESENTATIVE Kent,WA 98032 w ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014101) 1 of 1 The ACORD name and logo are registered marks of ACORD #S214581081M19526290 JXHJU Systems Interface Inc Policy No: 52UUNGZ8379 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read (2) The "bodily injury" or"property damage" occurs the entire policy carefully to determine rights, duties and during the policy period;and what is and is not covered. (3) Prior to the policy period, no insured listed Throughout this policy the words "you" and "your" refer to under Paragraph 1. of Section II — Who Is An the Named Insured shown in the Declarations, and any Insured and no"employee"authorized by you to other person or organization qualifying as a Named give or receive notice of an "occurrence" or Insured under this policy. The words "we", "us" and "our" claim, knew that the "bodily injury" or "property refer to the stock insurance company member of The damage" had occurred, in whole or in part. If Hartford providing this insurance. such a listed insured or authorized "employee" The word "insured" means any person or organization knew, prior to the policy period, that the "bodily qualifying as such under Section II —Who Is An Insured. injury" or"property damage" occurred, then any Other words and phrases that appear in quotation marks continuation, change or resumption of such "bodily injury" or "property damage" during or have special meaning. Refer to Section V—Definitions. after the policy period will be deemed to have SECTION I —COVERAGES been known prior to the policy period. COVERAGE A BODILY INJURY AND PROPERTY c. "Bodily injury" or"property damage"will be deemed DAMAGE LIABILITY to have been known to have occurred at the 1. Insuring Agreement earliest time when any insured listed under a. We will pay those sums that the insured becomes Paragraph 1. of Section II —Who Is An Insured orany "employee" authorized by you to give or legally obligated to pay as damages because of receive notice of an"occurrence"or claim: "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty (1) Reports all, or any part, of the "bodily injury" or to defend the insured against any "suit" seeking "property damage"to us or any other insurer; those damages. However, we will have no duty to (2) Receives a written or verbal demand or claim defend the insured against any "suit" seeking for damages because of the "bodily injury" or damages for"bodily injury" or"property damage" to "property damage'; or which this insurance does not apply. We may, at (3) Becomes aware by any other means that our discretion, investigate any "occurrence" and "bodily injury" or "property damage" has settle any claim or"suit"that may result. But: occurred or has begun to occur. (1) The amount we will pay for damages is limited d. Damages because of "bodily injury" include as described in Section III — Limits Of damages claimed by any person or organization for Insurance; and care, loss of services or death resulting at any time (2) Our right and duty to defend ends when we from the"bodily injury". have used up the applicable limit of insurance in e. Incidental Medical Malpractice the payment of judgments or settlements under Coverages A or B or medical expenses under (1) "Bodily injury" arising out of the rendering of or Coverage C. failure to render professional health care No other obligation or liability to pay sums or services as a physician, dentist, nurse, emergency medical technician or paramedic perform acts or services is covered unless explicitly shall be deemed to be caused by an provided for under Supplementary Payments — "occurrence", but only if: Coverages A and B. (a) The physician, dentist, nurse, emergency b. This insurance applies to "bodily injury" and medical technician or paramedic is "property damage" only if: employed b y you to provide such services; (1) The "bodily injury" or "property damage" is and caused by an "occurrence" that takes place in (b) You are not engaged in the business or the"coverage territory"; occupation of providing such services. HG 00 01 06 05 Page 1 of 18 ©2005 The Hartford (Includes copyrighted material of Insurance Services Office, Inc.with its permission.) (2) For the purpose of deterrnining the limits of d. Workers'Compensation And Similar Laws insurance for incidental medical malpractice, Any obligation of the insured under a workers' any act or omission together with all related acts compensation, disability benefits or unemployment or omissions in the furnishing of these services compensation law or any similar law. to any one person will be considered one "occurrence". e. Employer's Liability 2. Exclusions "Bodily injury"to: This insurance does not apply to: (1) An "employee" of the insured arising out of and in the course of: a. Expected Or Intended Injury (a) Employment by the insured; or "Bodily injury" or "property damage" expected or (b) Performing duties related to the conduct of intended from the standpoint of the insured. This the insured's business; or exclusion does not apply to "bodily injury or "property damage" resulting from the use of (2) The spouse, child, parent, brother or sister of reasonable force to protect persons or property. that "employee" as a consequence of b. Contractual Liability Paragraph (1)above. "Bodily injury" or "property damage" for which the This exclusion applies: insured is obligated to pay damages by reason of (1) Whether the insured may be liable as an the assumption of liability in a contract or employer or in any other capacity; and agreement. This exclusion does not apply to liability (2) To any obligation to share damages with or for damages: repay someone else who must pay damages (1) That the insured would have in the absence of because of the injury. the contract or agreement; or This exclusion does not apply to liability assumed (2) Assumed in a contract or agreement that is an by the insured under an"insured contract". "insured contract", provided the"bodily injury"or f. Pollution "property damage" occurs subsequent to the 1 "Bodily " or"property dams e" arising out execution of the contract or agreement. Solely ( ) inu ry g g of the actual, alleged or threatened discharge, for the purposes of liability assumed in an dispersal, seepage, migration, release or "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for escape of"pollutants": a party other than an insured are deemed to be (a) At or from any premises, site or location damages because of "bodily injury" or"property which is or was at any time owned or damage", provided: occupied by, or rented or loaned to, any (a) Liability to such party for, or for the cost of, insured. However, this subparagraph does that party's defense has also been assumed not apply to: in the same"insured contract'; and (i) "Bodily injury" if sustained within a (b) Such attorney fees and litigation expenses building and caused by smoke, fumes, are for defense of that party against a civil or vapor or soot produced by or originating alternative dispute resolution proceeding in from equipment that is used to heat, cool which damages to which this insurance or dehumidify the building, or equipment applies are alleged. that is used to heat water for personal use, by the building's occupants or their c. Liquor Liability guests; "Bodily injury" or "property damage" for which any (ii) "Bodily injury" or "property damage" for insured may be held liable by reason of: which you may be held liable, if you are a (1) Causing or contributing to the intoxication of any contractor and the owner or lessee of person; such premises, site or location has been (2) The furnishing of alcoholic beverages to a added to your policy as an additional person under the legal drinking age or under the insured with respect to your ongoing influence of alcohol; or operations performed for that additional insured at that premises, site or location (3) Any statute, ordinance or regulation relating to and such premises, site or location is not the sale, gift, distribution or use of alcoholic and never was owned or occupied by, or beverages. rented or loaned to, any insured, other This exclusion applies only if you are in the than that additional insured; or business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. Page 2 of 18 HG 00 0106 05 (iii) "Bodily injury" or "property damage" (e) At or from any premises, site or location on arising out of heat, smoke or fumes from which any insured or any contractors or a "hostile fire"; subcontractors working directly or indirectly (b) At or from any premises, site or location on any insured's behalf are performing which is or was at any time used by or for operations if the operations are to test for, any insured or others for the handling, monitor, clean up, remove, contain, treat, storage, disposal, processing or treatment of detoxify or neutralize, or in any way respond waste; to, or assess the effects of, "pollutants". (c) Which are or were at any time transported, (2) Any loss, cost or expense arising out of any: handled, stared, treated, disposed of, or (a) Request, demand, order or statutory or processed as waste by or for: regulatory requirement that any insured or (i) Any insured; or others test for, monitor, clean up, remove, {ii) Any person or organization for whom you contain, treat, detoxify or neutralize, or in may be legally responsible;n any way respond to, or assess the effects of, Y g Y p pollutants , or (d) At or from any premises, site or location on (b) Claim or suit by or on behalf of a which any insured or any contractors or governmental authority for damages subcontractors working directly or indirectly because of testing for, monitoring, cleaning on any insured's behalf are performing up, removing, containing, treating, operations if the "pollutants" are brought on detoxifying or neutralizing, or in any way or to the premises, site or location in responding to, or assessing the effects of, connection with such operations by such "pollutants". insured, contractor or subcontractor. However, this subparagraph does not apply However, this paragraph does not apply to to: liability for damages because of "property (i) "Bodily injury" or "property damage" damage" that the insured would have in the absence of such request, demand, order or arising out of the escape of fuels, statutory or regulatory requirement, or such lubricants or other operating fluids which claim or"suit"by or on behalf of a governmental are needed to perform the normal authority. electrical, hydraulic or mechanical functions necessary for the operation of 9• Aircraft,Auto Or Watercraft "mobile equipment" or its parts, if such "Bodily injury" or "property damage" arising out of fuels, lubricants or other operating fluids the ownership, maintenance, use or entrustment to escape from a vehicle part designed to others of any aircraft, "auto" or watercraft owned or hold, store or receive them. This operated by or rented or loaned to any insured. Use exception does not apply if the "bodily includes operation and"loading or unloading". injury" or"property damage" arises out of This exclusion applies even if the claims against the intentional discharge, dispersal or any insured allege negligence or other wrongdoing release of the fuels, lubricants or other in the supervision, hiring, employment, training or operating fluids, or if such fuels, monitoring of others by that insured, if the lubricants or other operating fluids are "occurrence" which caused the "bodily injury" or brought on or to the premises, site or "property damage" involved the ownership, location with the intent that they be maintenance, use or entrustment to others of any discharged, dispersed or released as part aircraft, "auto" or watercraft that is owned or of the operations being performed by operated by or rented or loaned to any insured. such insured, contractor or This exclusion does not apply to: subcontractor; (ii) "Bodily injury" or "property damage" (1) o watercraft while ashore on premises you own sustained within a building and caused or rent; by the release of gases,fumes or vapors (2) A watercraft you do not own that is: from materials brought into that building (a) Less than 51 feet long; and in connection with operations being (b) Not being used to carry persons for a performed by you or on your behalf by a contractor or subcontractor; or charge; (iii) "Bodily injury" or "property damage" (3) Parking an "auto" on, or on the ways next to, arising out of heat, smoke or fumes from premises you own or rent, provided the auto is not insured;owned by or rented or loaned to you or the a"hostile fire"; or HG 00 01 06 05 Page 3 of 18 (4) Liability assumed under any "insured contract" working directly or indirectly on your behalf are for the ownership, maintenance or use of performing operations, if the "property damage" aircraft or watercraft; arises out of those operations; or (5) "Bodily injury" or "property damage" arising out (6) That particular part of any property that must be of the operation of any of the equipment listed in restored, repaired or replaced because "your Paragraph f.(2) or f.(3) of the definition of work"was incorrectly performed on it. "mobile equipment"; or Paragraphs (1), (3) and (4) of this exclusion do not (6) An aircraft that is not owned by any insured and apply to "property damage" (other than damage by is hired, chartered or loaned with a paid crew. fire) to premises, including the contents of such However, this exception does not apply if the premises, rented to you for a period of 7 or fewer insured has any other insurance for such"bodily consecutive days. A separate limit of insurance injury" or "property damage", whether the other applies to Damage To Premises Rented To You as insurance is primary, excess, contingent or on described in Section III —Limits Of Insurance. any other basis. Paragraph(2) of this exclusion does not apply if the h. Mobile Equipment premises are"your work"and were never occupied, "Bodily injury" or"property damage"arising out of: rented or held for rental by you. (1) The transportation of "mobile equipment" by an Paragraphs (3) and (4) of this exclusion do not "auto" owned or operated by or rented or loaned apply to "property damage" arising from the use of to any insured; or elevators. (2) The use of "mobile equipment" in, or while in Paragraphs (3), (4), (6) and (6) of this exclusion do practice for, or while being prepared for, any not apply to liability assumed under a sidetrack prearranged racing, speed, demolition, or agreement. stunting activity. Paragraphs (3) and (4) of this exclusion do not I. War apply to "property damage" to borrowed equipment "Bodily injury" or "property damage", however while not being used to perform operations at the caused, arising, directly or indirectly, out of: job site. Paragraph (6) of this exclusion does not apply to (1) War, including undeclared or civil war; "property damage" included in the "products- (2) Warlike action by a military force, including completed operations hazard". action in hindering or defending against an k. Damage To Your Product actual or expected attack, by any government, sovereign or other authority using military "Property damage"to"your product"arising out of it personnel or other agents; or or any part of it. (3) Insurrection, rebellion, revolution, usurped I. Damage To Your Work power, or action taken by governmental "Property damage"to"your work"arising out of it or authority in hindering or defending against any any part of it and included in the "products- of these. completed operations hazard". j. Damage To Property This exclusion does not apply if the damaged work "Property damage"to: or the work out of which the damage arises was ( ) Property ert , performed on your behalf by a subcontractor. p y you own, rent or occupy, including any costs or expenses incurred by you, or any other m. Damage To Impaired Property Or Property Not person, organization or entity, for repair, Physically Injured replacement, enhancement, restoration or "Property damage" to "impaired property" or maintenance of such property for any reason, property that has not been physically injured, including prevention of injury to a person or arising out of: damage to another's property; (1) A defect, deficiency, inadequacy or dangerous (2) Premises you sell, give away or abandon, if the condition in "your product"or"your work'; or "property damage" arises out of any part of (2) A delay or failure by you or anyone acting on those premises; your behalf to perform a contract or agreement (3) Property loaned to you; in accordance with its terms. (4) Personal property in the care, custody or control This exclusion does not apply to the loss of use of of the insured; other property arising out of sudden and accidental (5) That particular part of real property on which physical injury to"your product" or"your work"after you or any contractors or subcontractors it has been put to its intended use. Page 4 of 18 HG 00 0106 05 n. Recall Of Products, Work Or Impaired kind to persons or property which would not Property have occurred in whole or in part but for the Damages claimed for any loss, cost or expense "asbestos hazard"; incurred by you or others for the loss of use, (b) Arise out of any request, demand, order or withdrawal, recall, inspection, repair, replacement, statutory or regulatory requirement that any adjustment, removal or disposal of: insured or others test for, monitor, clean up, (1) "Your product"; remove, encapsulate, contain, treat, detoxify Your work" or neutralize or in any way respond to or (2) " ; or assess the effects of an "asbestos hazard'; (3) "Impaired property'; or if such product, work, or property is withdrawn or (c) Arise out of any claim or suit for damages recalled from the market or from use by any person because of testing for, monitoring, cleaning or organization because of a known or suspected up, removing, encapsulating, containing, defect, deficiency, inadequacy or dangerous treating, detoxifying or neutralizing or in any condition in it. way responding to or assessing the effects o. Personal And Advertising Injury of an "asbestos hazard". "Bodily injury" arising out of "personal and Damage To Premises Rented To You — Exception advertising injury". For Damage By Fire, Lightning Or Explosion p. Electronic Data Exclusions c.through h. and J. through n. do not apply Damages arising out of the loss of, loss of use of, to damage by fire, lightning or explosion to premises damage to, corruption of, inability to access, or while rented to you or temporarily occupied by you with inability to manipulate electronic data. permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — As used in this exclusion, electronic data means Limits Of Insurance. information, facts or programs stored as or on, COVERAGE B PERSONAL AND ADVERTISING created or used on, or transmitted to or from INJURY LIABILITY computer software, including systems and applications software, hard or floppy disks, CO- 1. Insuring Agreement ROMS, tapes, drives, cells, data processing a. We will pay those sums that the insured becomes devices or any other media which are used with legally obligated to pay as damages because of electronically controlled equipment. "personal and advertising injury" to which this q. Employment-Related Practices insurance applies. We will have the right and duty "Bodily injury"to: to defend the insured against any "suit" seeking those damages. However, we will have no duty to (1) A person arising out of any "employment— defend the insured against any "suit" seeking related practices"; or damages for "personal and advertising injury" to (2) The spouse, child, parent, brother or sister of which this insurance does not apply. We may, at that person as a consequence of "bodily injury" our discretion, investigate any offense and settle to that person at whom any "employment- any claim or"suit"that may result. But: related practices"are directed. (1) The amount we will pay for damages is limited This exclusion applies: as described in Section III — Limits Of (1) Whether the insured may be liable as an Insurance; and employer or in any other capacity; and (2) Our right and duty to defend end when we have (2) To any obligation to share damages with or used up the applicable limit of insurance in the repay someone else who must pay damages payment of judgments or settlements under because of the injury. Coverages A or B or medical expenses under Coverage C. r. Asbestos No other obligation or liability to pay sums or (1) "Bodily injury" or "property damage" arising out perform acts or services is covered unless explicitly of the"asbestos hazard". provided for under Supplementary Payments — (2) Any damages, judgments, settlements, loss, Coverages A and B. costs or expenses that: b. This insurance applies to "personal and advertising (a) May be awarded or incurred by reason of injury" caused by an offense arising out of your any claim or suit alleging actual or business but only if the offense was committed in threatened injury or damage of any nature or the"coverage territory"during the policy period. HG 00 01 06 06 Page 5 of 18 2. Exclusions (2) Slogan, unless the slogan is also a trademark, This insurance does not apply to: trade name, service mark or other designation a. Knowing Violation Of Rights Of Another of origin or authenticity; or "Personal and advertising injury" arising out of an (3) Title of any literary or artistic work. offense committed by, at the direction or with the j. Insureds In Media And Internet Type consent or acquiescence of the insured with the Businesses expectation of inflicting "personal and advertising "Personal and advertising injury" committed by an injury". insured whose business is: b. Material Published With Knowledge Of Falsity (1) Advertising, broadcasting, publishing or "Personal and advertising injury" arising out of oral, telecasting; written or electronic publication of material, if done (2) Designing or determining content of web sites by or at the direction of the insured with knowledge for others; or of its falsity. (3) An Internet search, access, content or service c. Material Published Prior To Policy Period provider. "Personal and advertising injury" arising out of oral, However, this exclusion does not apply to written or electronic publication of material whose Paragraphs 17.a., b. and c. of "personal and first publication took place before the beginning of advertising injury" under the Definitions Section. the policy period. For the purposes of this exclusion, placing an d. Criminal Acts "advertisement"for or linking to others on your web "Personal and advertising injury" arising out of a site, by itself, is not considered the business of criminal act committed by or at the direction of the advertising, broadcasting, publishing or telecasting. insured. k. Electronic Chatrooms Or Bulletin Boards e. Contractual Liability "Personal and advertising injury' arising out of an "Personal and advertising injury" for which the electronic chatroom or bulletin board the insured insured has assumed liability in a contract or hosts, owns, or over which the insured exercises agreement. This exclusion does not apply to liability control. for damages that the insured would have in the I. Unauthorized Use Of Another's Name Or absence of the contract or agreement. Product f. Breach Of Contract "Personal and advertising injury" arising out of the Personal and advertising injury arising out of a unauthorized use of another's name or product in breach of contract, except an implied contract to use your e-mail address, domain name or metatags, or another's"advertising idea" in your"advertisement". any other similar tactics to mislead another's g. Quality Or Performance Of Goods — Failure To potential customers. Conform To Statements m. Pollution "Personal and advertising injury" arising out of the Personal and advertising injury arising out of the failure of goods, products or services to conform actual, alleged or threatened discharge, dispersal, with any statement of quality or performance made seepage, migration, release or escape of in your"advertisement". "pollutants"at any time. h. Wrong Description Of Prices n. Pollution-Related "Personal and advertising injury" arising out of the Any loss, cost or expense arising out of any: wrong description of the price of goods, products or (1) Request, demand, order or statutory or services. regulatory requirement that any insured or I. Infringement Of Intellectual Property Rights others test for, monitor, clean up, remove, "Personal and advertising injury" arising out of any contain, treat, detoxify or neutralize, or in any violation of any intellectual property rights such as way respond to, or assess the effects of, pollutants ; or copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin (2) Claim or suit by or on behalf of a governmental or authenticity. authority for damages because of testing for, However, this exclusion does not apply to monitoring, cleaning up, removing, containing, infringement, in your"advertisement", of: treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, (1) Copyright; "pollutants". Page 6 of 18 HG 00 01 06 05 o. War (2) The spouse, child, parent, brother or sister of "Personal and advertising injury", however caused, that person as a consequence of "personal and arising, directly or indirectly, out of: advertising injury" to that person at whom any (1) War, including undeclared or civil war; "employment-related practices"are directed. (2) Warlike action by a military force, including This exclusion applies: action in hindering or defending against an (1) Whether the insured may be liable as an actual or expected attack, by any government, employer or in any other capacity; and sovereign or other authority using military (2) To any obligation to share damages with or personnel or other agents; or repay someone else who must pay damages (3) Insurrection, rebellion, revolution, usurped power, because of the injury. or action taken by governmental authority in v. Asbestos hindering or defending against any of these. (1) "Personal and advertising injury" arising out of p. Internet Advertisements And Content Of Others the"asbestos hazard". "Personal and advertising injury"arising out of: (2) Any damages, judgments, settlements, loss, (1) An "advertisement"for others on your web site; costs or expenses that: (2) Placing a link to a web site of others on your (a) May be awarded or incurred by reason of web site; any claim or suit alleging actual or (3) Content, including information, sounds, text, threatened injury or damage of any nature or ra hics images from a web site of others kind to persons or property which would not g p , or g have occurred in whole or in part but for the displayed within a frame or border on your web "asbestos hazard": site; or (4) Computer code, software or programming used (b) Arise out of any request, demand, order or to enable: statutory or regulatory requirement that any insured or others test for, monitor, clean up, (a) Your web site; or remove, encapsulate, contain, treat, detoxify (b) The presentation or functionality of an or neutralize or in any way respond to or "advertisement" or other content on your assess the effects of an "asbestos hazard"; web site. or q. Right Of Privacy Created By Statute (c) Arise out of any claim or suit for damages "Personal and advertising injury" arising out of the because of testing for, monitoring, cleaning violation of a person's right of privacy created by up, removing, encapsulating, containing, an state or federal act. treating, detoxifying or neutralizing or in any y way responding to or assessing the effects However, this exclusion does not apply to liability of an "asbestos hazard". for damages that the insured would have in the COVERAGE C MEDICAL PAYMENTS absence of such state or federal act. r. Violation Of Anti-Trust law 1. Insuring Agreement a. We will injury" pay medical expenses as described below "Personal and advertising injury" arising out of a violation of any anti-trust law. for ' caused by an accident: s. Securities (1) On premises you own or rent; (2) On ways next to premises you own or rent; or "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or (3) Because of your operations; other securities. provided that: t. Discrimination Or Humiliation (1) The accident takes place in the "coverage "Personal and advertising injury" arising out of territory"and during the policy period; discrimination or humiliation committed by or at the (2) The expenses are incurred and reported to us direction of any "executive officer", director, within three years of the date of the accident; stockholder, partner or member of the insured. and u. Employment-Related Practices (3) The injured person submits to examination, at "Personal and advertising injury"to: our expense, by physicians of our choice as (1) A person arising out of any "employment— often as we reasonably require. related practices'; or HG 00 01 06 05 Page 7 of 18 b. Does not include "bodily injury" or "property 22."Temporary worker" means a person who is damage"arising out of: furnished to you to substitute for a permanent (1) The transportation of property, unless the "employee" on leave or to meet seasonal or short- injury or damage arises out of a condition in or term workload conditions_ on a vehicle not owned or operated by you, 23."Volunteer worker"means a person who and that condition was created by the"loading a. Is not your"employee'; or unloading"of that vehicle by any insured; b. Donates his or her work; (2) The existence of tools, uninstalled equipment c. Acts at the direction of and within the scope of or abandoned or unused materials; or duties determined by you;and (3) Products or operations for which the classification, listed in the Declarations or in a d. Is not paid a fee, salary or other compensation by policy schedule, states that products- you or anyone else for their work performed for completed operations are subject to the you. General Aggregate Limit. 24."Your product": 20."Property damage"means: a. Means: a. Physical injury to tangible property, including all (1) Any goods or products, other than real resulting loss of use of that property. All such loss property, manufactured, sold, handled, of use shall be deemed to occur at the time of the distributed or disposed of by: physical injury that caused it; or (a) You; b. Loss of use of tangible property that is not (b) Others trading under your name; or physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" (c) A person or organization whose business or assets you have acquired; and that caused it. As used in this definition, computerized or (2) Containers (other than vehicles), materials, electronically stored data, programs or software are parts or equipment furnished in connection not tangible property. Electronic data means with such goods or products. information,facts or programs: b. Includes a. Stored as or on; (1) Warranties or representations made at any b. Created or used on; or time with respect to the fitness, quality, durability, performance or use of your c. Transmitted to or from; product"; and computer software, including systems and (2) The providing of or failure to provide warnings applications software, hard or floppy disks, CO- or instructions. ROMS, tapes, drives, cells, data processing devices c. Does not include vending machines or other or any other media which are used with electronically property rented to or located for the use of others controlled equipment. but not sold. 21."Suit" means a civil proceeding in which damages „ because of "bodily injury", "property damage" or 25. Your work "personal and advertising injury" to which this a. Means: insurance applies are alleged. "Suit"includes: (1) Work or operations performed by you or on a. An arbitration proceeding in which such damages your behalf; and are claimed and to which the insured must submit (2) Materials, parts or equipment furnished in or does submit with our consent; or connection with such work or operations. b. Any other alternative dispute resolution b. Includes proceeding in which such damages are claimed (1) Warranties or representations made at any and to which the insured submits with our time with respect to the fitness, quality, consent. durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. Page 18 of 18 HG 00 0106 05 Systems Interface Inc COMMERCIAL AUTOMOBILE Policy No: 52UUNGZ8379 HA 9916 0312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.1. -WHO IS AN INSURED - of partnership or joint venture, formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto"while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an (1) The agreement requires you to "insured" under any other automobile policy or would be an "insured" under provide direct primary insurance for the lessor and such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) The"auto"is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (1) Paragraph A.1. -WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add: (b) That is an"insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an"insured", but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury" or "property damage" caused injury" or"property damage"that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered auto. Paragraph A.1. -WHO IS AN INSURED- of SECTION II - LIABILITY COVERAGE is amended to add: ©2011,The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc.,with its permission.) Page 1 of 5 The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.113. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also If you have agreed in a written contract primary, we will share with all that other Y g insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this (b) The Limits of Insurance shown in insurance is primary and we will not seek contribution from that other the Declarations. insurance. Such amount shall be a part of and not Paragraphs(3) and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suitor Loss If you have agreed in a written contract We will share the remaining loss, if any, by the method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto"you hire, CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. ©2011, The Hartford (Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc.,with its permission.) Page 2 of 5 If an "employee's" personal insurance also 5. PHYSICAL DAMAGE ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this insurance will Paragraph AA.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOANILEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered "auto", we will pay your additional legal "employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the"loss" insurance. and the"outstanding balance"of the loan/lease. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of"loss" less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional "auto" mileage charges; excess wear and tear charges; auto you own, then the Physical Damage Coverages provided are extended to "autos" you lease termination fees; security deposits not hire or borrow,subject to the following limit. returned by the lessor; costs for extended The most we will pay for "loss" to any hired warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or "auto"is: lease; and carry-over balances from previous (1) $100,000; loans or leases. (2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the"loss"; or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE, the following is added: whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage. No deductible applies to "loss"caused g, ELECTRONIC EQUIPMENT - BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs B.4 - and excess provisions, we will provide coverage EXCLUSIONS - of SECTION III - PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered"auto"you own, following: We will also cover loss of use of the hired "auto" Exclusions 4.e. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely liable and the lessor incurs an actual financial by use of the power from the "auto's" loss, subject to a maximum of $1000 per electrical system that, at the time of"loss", "accident". is: This extension of coverage does not apply to (1) Permanently installed in or upon any "auto" you hire or barrow from any of your the covered "auto"; "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered "auto`; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1)and (2)above; or ©2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc.,with its permission.) Page 3 of 5 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered"auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system. the same"accident", the following applies: b.Section III — Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C,2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for "loss" in 12. AMENDED DUTIES 1N THE EVENT OF any one "accident" to all electronic ACCIDENT,CLAIM, SUIT OR LOSS equipment (other than equipment designed The requirement in LOSS CONDITIONS 2.a. - solely for the reproduction of sound, and a DUTIES IN THE EVENT OF ACCIDENT,CLAIM, accessories used with such equipment) that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV - BUSINESS audio, visual or data signals which, at the AUTO CONDITIONS that you must notify us of time of"loss", is: an"accident" applies only when the"accident"is known to: (1) Permanently installed in or upon the covered "auto" in a housing, (1) You, if you are an individual; opening or other location that is not (2) A partner, if you are a partnership; normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company; or such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS integral part of that equipment; or (3)An integral part of such equipment, 1f you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO -COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A. - COVERAGE -of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's"responsibility to pay damages for "auto"to you, "bodily injury" "suit," "property damage" is determined in a suit,"the"suit" is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D.-DEDUCTIBLE-of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: C 2011, The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc,,with its permission.) Page 4 of 5 We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss"is$10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. menial anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2, of the COMMON POLICY combustion engine and one or more electric CONDITIONS - CANCELLATION - applies motors to move the auto, or the internal except as follows: combustion engine to charge one or more electric motors,which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an "auto" for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, ar date of cancellation. Collision coverages are provided under this 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: In addition to the actual cash value of the"auto", In the event of a total loss to a"non-hybrid"auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed on the covered "auto"at the Loss, or Collision coverages are provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.lf the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500, of the "non-hybrid"auto's not considered vehicle wraps, actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," OO 2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc.,with its permission.) Page 5 of 5