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PW18-343 - Original - Go-Tek Automation, LLC - S7-200 to S7-1200 PLC Conversions - 08/24/2018
ANT Records Management Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. All portions are to be completed. If you have questions, please contact the City Clerk's Office at 23- 5 -5725. ❑ Blue/Motion Sheet Attached ❑ Pink Sheet Attached Vendor Name: Go-Tek Automation, LLC Vendor Number (]DE): Contract Number (City Clerk): PW15 ?j��J Category Contract Agreement Sub-Category (if applicable): Other Project Name: S7-200 to S7-1200 PLC Conversions .. ... Contract Execution Date: 8/24/18 Termination Date: 8/31/19 Contract Manager: Kevin Swinford Department: PW: Operations Contract Amount: $14,039.51 Approval Authority: ® Director ❑ Mayor ❑ City Council Other Details: The PLC's are used for local station control, securi —___—_____-_-,.�._ SCADA communications of various field water facilities. Extensive programming, hardware change out and wiring will-be required to commissiorE1ie hLCfor eacfi site. `+✓ KLNT GOODS & SERVICES AGREEMENT between the City of Kent and Go-Tek Automation, LLC THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Go-Tek Automation, LLC organized under the laws of the State of Washington, located and doing business at 15503 201h Place West, Lynnwood, WA 98087 Phone: (425) 379-5822, Contact: Guy A. Ostrom (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 S7-200 to S7- 1200 PLC Conversions. 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 August 31, 2019. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed Fourteen Thousand, Thirty-Eight Dollars and Fifty-One Cents ($14,038.51), 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 paid upon completion of work outlined in Exhibit A and submittal of invoice to be paid upon 30 days of the invoice received. 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, inct. WSST) A. Defective grUraukhcrized_ 1Ngrk. 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 0aims. 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 amendment within the time allowed, the Vendor GOODS & SERVICES AGREEMENT - 2 ($20,000 or Less, including WSST) I ' 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 i 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 C9alm. 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 S. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B, flee r . 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 Prated 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 Pr©test Conitutes Walvgr. 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• Failu . 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 an P 9 Y other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions esta blished under the Unif orm orm Commercial Code Tit le 62A Revise d 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. 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. GOODS & SERVICES AGREEMENT - 4 ($20,000 or Less, including WSST) 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; rovid�d, 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. 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 GOODS & SERVICES AGREEMENT - 5 ($20,000 or Less, including WSST) I i 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. 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, K• pgptrts and , yr by fax or Emali. 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. -` CITY OF ICENTs (stgn2tur Csig t4rC7e) Print Name —�. .d s ' ✓< - Print Name; Timothy J. LaPorte, P.E. [ts:.�f �� f � Its: Public Works Director (EICC DATE:_ W DATE:,_... NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:..._ VENDOR: CITY OF KENT: Guy A. Ostrom Timothy J. LaPorte, P.E. Go-Tek Automation, LLC City of Kent 15503 20th Place West 220 Fourth Avenue South Lynnwood, WA 98087 Kent, WA 98032 (425) 379-5822 (telephone) (253) 856-5500 (telephone) (425) 379-5822 (facsimile) (253) 856-6500 (facsimile) ATTE .._._ ._ Kent City Clerk 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. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate In employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4, During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above, By signing below, I agree to fulfill the five requirements referenced above. .1A LZ By: � For rep e- W / Tit Ie: Zd.G -Z— Date: 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 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT i I This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the.-...... (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: ............. _..... For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 of 3 = AUTOMATION July 11, 2018 EXHIBIT A COK180701r1 Mr. Kevin Swinford City of Kent 220 Fourth Ave South Ken, WA 98032 253-856-5613 Re: City of Kent S7-200 to S7-1200 conversions (4 lift stations). Mr. Swinford; Per our conversation Go-Tek is pleased to provide a proposal to assist in migrating/converting 4 relatively simple lift stations currently running S7-200s to S7-1215s. Per your request, this work will be onsite work assisting both in the conversion as well as training during the whole process. Once the program for the chosen lift station is complete, GO-TEK will assist in the site commissioning which will include onsite wiring, 1/0 checkout and testing of the station, As discussed, GO-TEK will quote 80 hours for this project. Depending on haw the first site goes and how comfortable both you and Ron feel about taking on the others sites. We can and will assess where we sit after 80 hours,. The project should be relatively straight forward with the exception of Modbus communications. The S7-1200 does a good job of communicating Modbus RTU as well as Modbus TCP however communicates very differently than the S7-200/S7-300 PI-Cs. That being said, once the communication blocks are tested the rest should be standard PLC programing and converting. GO-TEK Automation will provide the following goods and services: 1. PLC Migration and Training: a, Review Existing S7-200 Programs b. Begin converting the S7-200 to S7-1200 using TIA portal c. Investigate HMIs (if part of the site) and Include this in the conversion and training d Prior to commissioning, test Modbus communications using new PLC at the site, Once communications is confirmed to the headquarters—move to commissioning. 2, Commissioning a. Check all wires connected to the PLC for proper labeling and note any changes, b. Remove current S7-200 PLC and replace with S7-1200 c. Reconnect the existing wires to the newly installed S7-1200 PLC d. Perform 1/0 checkout with help from Kevin/Ron e. Commission site checking all functions for proper operation. Items 1 and 2.................................----........................................--$12,207.40 File: COK170601.docx Notes: (1) PLC or HMI hardware not included in this price. This is strictly Onsite Engineering, training and commissioning. (2) Additional parts needed at site, (switches, instrumentation, etc.)are not included in this proposal. (3) Additional onsite time above and beyond the 80hrs quoted will be billed at our standard T&M rate of 120.00/hr and $75.00/hr for travel plus expenses at a cost plus 10% and Mileage @ 0.54 centslmile. Overtime is billed at 1.5 times over 10 hours and Saturdays and Sundays. Payment Terms: Standard Net 30 days Freight: FOB Everett, WA. Federal, State and Local taxes are not included. See attached rate schedule and additional terms for this work. Thank you for the opportunity to provide this proposal. I look forward to working with City of Kent on this project and future projects like this one. If you have any questions, or require additional information, please contact me on my cell phone (425)-328-9036. Sincerely, GO-TEK Automation LLC. Guy Ostrom Owner/Manger htt /lwww oo-tokautonlation com0 File:COK160701.docx 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 $1,000,000 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 A:VII. 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#: 1490358 GOTEKAUT ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATDIYYYY, 12/05/205/2017 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: -_ _-......_.... .. ..... ..._ ._.m. ._., .. .. M'PORTANT:tt the certificate:Nnldpr 4s�an ADDITI__ONAL INSURED the polioy(ies}must have ADDITIONAL INSURED provisions or be endorsed. - If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such andorsement(s). PRODUCER 10117 USI Kibble 8,Prentice SC PHONE 206 4---- -- 0 l FAX Net 610-362.8503 (.We, LO EXL ...__..____ 601 Union Street, Suite 1000 EMAIL Select(o?usI com- Seattle, WA 98101 .....--- INBOflER{Sj.AFFORDING COVERAGE NAIC# INSURFR.A PhiIad,Ipn a i,I aurani,e Cc. 18058 INSURED INSURER B GO-TEK Automation LLC ............ ""- NSURER 15503 20th PI. West C - - -- - Lynnwood, WA 98087 INSURER❑ - - --------- 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 r0 ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, IN SHTR TYPE OF INSURANCE AUIDL SURE POLICY EFF PWDD &kp f ", , INslx ,wn POLICY NUMBER IM----- YYYI (MMdODJYYYYI LIMITS A XICOMMERCIALGENERALLIABILITY X PHSD1301369 12/02/201712102/201E EACH HOCCUR RENCE $1000000, CLAIMS MADE XI OCCUR pMISES{FaoNcamrese) _ $50,000 1 -- MEDEXPfAnvoneoemonl $5,000 -_ ........ ... ... PERSONAL B ADV INJURY $1,000,000 GEN L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $3000,000 - POLICY,_- p JEcr „... Lac PRODUCTS-COMPIOPAGG $3 000,000 OTHER,_ -- .. A AUTOMOBILE LIABILITY PHSD1301369 12102/201712l0212018,ybrnn4eDI)s°Nrl.ru.IMl° S1,000000 ANY AUTO (BODILY INJURY(Pe Person) $ OWNED '[ SCHEDULED ( accddrL) $ X AUTOS ONLY C BODILY INJURY P HIRED NON OWNEp Pfi01 Fk9"Y DAMAGE AUTOS ONLY X AUTOS ONLY GF'+er a4caavmtj„ $ A X UMBRELLA LIAR X OCCUR PHUB609997 12/02/2017 121021201EgEACHOCCURRENCE $2000.000 EXCESS uA9 CLAIMS-MADE l m.._ AGGREGATE g2,00g,000 .. .. _ ._. DE!?,,, X RETENTION$10000 g p woRRERscoMPENsnno" PHSD1301369 12l02l2017 12/021201> JCTATII;F X16TH, AND EMPLOYERS LIABILITY YIN ANY PROPRIL TOWPARINEIVEXECUTIVE [WA Stop Gap] $1,000,000 OrFICEIUMENBER EXCLUDE D9 a EL NIA .E.ACH ACCIDENT.,. ..., ., -(Mvpde9orydnNM) EL DISEASE-EA EMPLOYEE $1,0007000 /Yes describe under """--- - DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT S1,000,000 A Professional Liab PHSD1301369 12l02/2017 12/021201E $1M Each/Agg, $5K Dad. A Cyber Security PHSD1301371 12/0212017 12/02/201E� $1M Each/Agg,$5K Ded. DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Addltlonal Remarks Schedule,may be allached it more space is repaired) The General Liability policy includes an automatic Additional Insured endorsement that provides Additional Insured status to the City of Kent only when there is a written contract that requires such status, and only with regard to work performed on behalf of the named insured. CERTIFICATE HOLDER CANCELLATION City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 Fourth Ave. S. ACCORDANCE WITH THE POLICY PROVISIONS. Kent,WA 98032 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) 1 of 1 The ACORD name and logo are registered marks of ACORO #S22022848/M22022566 AZAZP PI-CXL-002 (04113) POLICY NUMBER: PMM609997 ElP ILADELPHIA one Bala Plaza, site 100 INSURANCE COMPANIES Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 A Member of the Tukm Marine.Group PHLY.COm COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY DECLARATIONS 6211 Kibble 6 Prentice Bolding Company dba PO Box 370 Philadelphia Indemnity Insurance Company 601 Union St Ste 1000 Seattle, WA 98111 (206)441-6300 NAMED INSURED: GO-TEK Automation LLC MAILING ADDRESS: 15503 20th P1 W Lynnwood, WA 98087-6304 POLICY PERIOD: FROM 12/02/2017 TO 12/02/2018 AT 12:01 A.M. STANDARD TIME AT YOUR MAILING ADDRESS SHOWN ABOVE IN RETURN FOR THE PAYMENT OF THE PREMIUM,AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. LIMITS OF INSURANCE EACH OCCURRENCE LIMIT (LIABILITY COVERAGE) $ 2,000,000 PERSONAL &ADVERTISING INJURY LIMIT $ 2,000ro00 Any onepersonoraroprilzation PRODUCTS COMPLETED OPERATIONS AGGREGATE LIMIT $ 2 000,000 GENERAL AGGREGATE LIMIT (LIABILITY COVERAGE) (except with respect to Auto Liability and Products Completed Operations) $ 2,000,000 RETAINED LIMIT RETAINED LIMIT: $ 10 000 Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc., with permission, PI-CXL-002 (04/13) POLICY NUMBER: PHUB609997 PREMIUM PREMIUM SUBTOTAL $ 1,900.00 STATE TAXES, FEES, SURCHARGES(if applicable) $Not Applicable PREMIUM TOTAL (including Taxes, Fees, Surcharges) $ 1,900.00 AUDIT PERIOD: ® NOT APPLICABLE ❑ANNUALLY ❑ SEMI-ANNUALLY ❑ QUARTERLY ❑ MONTHLY DESCRIPTION OF BUSINESS FORM OF BUSINESS: CORPORATION BUSINESS DESCRIPTION: HOP Umbrella ENDORSEMENTS ATTACHED TO THIS POLICY SEE ATTACHED SCHEDULE Page 2 of 5 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-002 (04/13) POLICY NUMBER: PMM609997 SCHEDULE OF UNDERLYING INSURANCE Employers' Liability Company: Policy Number: Policy Period: Minimum Applicable Limits Bodily injury by accident $ Each Accident Bodily injury by disease $ Each Employee Bodily injury by disease $ __ Policy Limit Commercial General Liability ❑ Occurrence ❑ Claims-Made Company: Policy Number Policy Period: Retroactive Date: Minimum Applicable Limits: General Aggregate $ Products-Completed Operations Aggregate $ Personal And Advertising Injury $ Each Occurrence $ ....... ......................_. _........._ Commercial Auto Liability Company: Policy Number: Policy Period: Minimum Applicable Limits Garage Aggregate Limit For Other Than Autos (if applicable) $ Each Accident $ Professional Liability ❑ Occurrence ❑ Claims-Made Company: Policy Number: Policy Period: Retroactive Date: Minimum Applicable Limits Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc., with permission, PI-CXL-002 (04/13) POLICY NUMBER: PHUB609997 Employee Benefits Liability ❑ Occurrence ❑ Claims-Made Company: Policy Number: Policy Period: Retroactive Date: Minimum Applicable Limits Abuse or Molestation ❑ Occurrence ❑ Claims-Made Company: Policy Number: Policy Period: Retroactive Date: Minimum Applicable Limits Directors $Officers Liability ❑ Occurrence ❑ Claims-Made Company: Policy Number: Policy Period: Retroactive Date: Minimum Applicable Limits Liquor Liability ❑ Occurrence ❑ Claims-Made Company: Policy Number: Policy Period: Retroactive Date: Minimum Applicable Limits Page 4 of 5 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-002 (04/13) POLICY NUMBER: PHUB609997 Watercraft Liability ❑ Occurrence ❑ Claims-Made Company: Policy Number: Policy Period: Retroactive Date: Minimum Applicable Limits Other Coverages Not Included in Above ❑ Occurrence ElClaims-Made Company: SEE OTHER COVERAGES SUPPLEMENTAL SCHEDULE OF UNDERLYING INS Policy Number: Policy Period: Retroactive Date: Minimum Applicable Limits THESE DECLARATIONS, TOGETHER WITH THE COMMON POLICY CONDITIONS AND COVERAGE FORM(S)AND ANY ENDORSEMENT(S), COMPLETE THE ABOVE NUMBERED POLICY. Countersigned: By: (Date) (Authorized Representative) IN WITNESS WHEREOF, we have caused this policy to be executed and attested, and, if required by state law, this policy shall not be valid unless countersigned by our authorized representative. President Secretary Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-002J (04/13) OTHER COVERAGES SUPPLEMENTAL SCHEDULE OF UNDERLYING INSURANCE Other Coverages ❑ Occurrence ❑ Claims-Made Coral BOP - Hired 6 Non-Owned Company: PIZC Policy Number: PHSD1301369 Policy Period: 12/02/2017 12/02/2018 Retroactive Date: Not Applicable Minimum Applicable Limits $ 1,000,000 $ Other Coverages ❑ Occurrence ❑ Claims-Made Com1 BOP - General Liability Company: PIIC Policy Number: PHSD1301369 Policy Period: 12/02/2017 12/02/2018 Retroactive Date: Not Applicable Minimum Applicable Limits $ 1,000,000 $ 3,000,000 Other Coverages ❑ Occurrence ❑ Claims-Made Company: Policy Number: Policy Period: Retroactive Date: Minimum Applicable Limits Other Coverages ❑ Occurrence ❑ Claims-Made Company: Policy Number: Policy Period: Retroactive Date: Minimum Applicable Limits Page 1 of 1 Philadelphia Indemnity Insurance Company Form Schedule — Umbrella Liability Policy Number: PHUB609997 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description PI-CXL-002 0413 Commercial Umbrella Liability Ins Policy Declarations PI-CXL-0023 0413 Other Coverage Supplemental Schedule of Underlying Ins PI-CXL-001 0314 Commercial Umbrella Liability Insurance Policy PI-CXL-004 0912 Directors And Officers Liability Exclusion PI-CXL-006 WA 0513 Employers Liability (Stop Gap) Exclusion Washington PI-CXL-007 0117 Abuse Or Molestation Exclusion PI-CXL-008 0616 Automobile Coverage Exclusion PI-CXL-008 0217 Automobile Coverage Exclusion PI-CXL-032 WA 0613 Fungi Or Bacteria Exclusion PI-CXL-039 0115 Cap On Losses From Certified Acts Of Terrorism PI-CXL-068 0912 Employee Benefits Liability Exclusion PI-CXL-075 0314 Lead Liability Exclusion PI-CXL-088 0314 Access Or Disclosure Of Confidential Info W/Exception PI-CXL-099 0116 Recording And Distribution Of Material Or Information PI-CXL-WA 1 0513 Washington Changes PI-CXL-WA 2 0513 Washington Changes - Amendment Of Conditions PI-UMTER-DN 0115 Disclosure Notice Of Terrorism Ins Cov Rejection Opt Page 1 of 1 PI-CXL-001 (03/14) COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY This policy has been issued in reliance upon the statement in the Declarations made a part hereof and in the application submitted for this insurance. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words"you" and "your" refer to the Named Insured shown in the Declarations and any other person qualifying as a Named Insured under this policy. The words "we,""us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II —WHO IS ANINSURED. Other words and phrases in this policy that appear in quotation marks have special meaning. Refer to SECTION V—DEFINITIONS. SECTION I—COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement We will pay on behalf of the insured the "ultimate net lass" in excess of the "applicable underlying limit,"whether or not collectible,which the insured becomes legally obligated to pay as damages because of"bodily injury," "property damage"or"personal and advertising injury' to which this insurance applies. Bodily Injury and Property Damage a. This insurance applies to "bodily injury"or"property damage" only if: (1) The "bodily injury"or"property damage" arising out of an "occurrence"takes place in the ..coverage territory", (2) The"bodily injury' or"property damage'occurs during the policy period, and (3) Prior to the policy period, no insured listed under Paragraph 1.a. of SECTION II—WHO IS AN INSURED and no"employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the"bodily injury"or"property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the"bodily injury'or"property damage"occurred, then any continuation, change or resumption of such "bodily injury"or"property damage" during or after the policy period will be deemed to have been known prior to the policy period. b. "Bodily injury" or"property damage which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1.a. of SECTION II —WHO IS AN INSURED or any"employee"authorized by you to give or receive notice of an "occurrence"or claim, includes any continuation, change or resumption of that "bodily injury" or"property damage"after the end of the policy period. c. "Bodily injury" or"property damage'will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.a.of SECTION II—WHO IS AN INSURED or any"employee" authorized by you to give or receive notice of an "occurrence" Page 1 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03114) or claim: (1) Reports all, or any part, of the "bodily injury"or"property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the"bodily injury' or"property damage'; or (3) Becomes aware by any other means that"bodily injury" or"property damage" has occurred or has begun to occur. Personal and Advertising Injury This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory'during the policy period. 2. Defense of Claims or Suits and Supplementary Payments a. We will have the right and duty to defend the insured against any"suit" seeking damages which are payable under COVERAGES A or B including damages wholly or partly within the "retained limit," but which are not payable by a policy of"underlying insurance,"or any other available insurance because: (1) Such damages are not covered; or (2) The "underlying insurance" has been exhausted by the payment of claims. Damages because of"bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the"bodily injury." b. We may investigate and settle any claim or"suit" in a. above at our discretion. c. Our right and duty in a. above ends when we have used up the "applicable limit of insurance" in the payment of judgments or settlements. d. We will pay, with respect to any claims or"suits"we defend in a. above: (1) All expense we incur. (2) Up to $2000 for cost of bail bonds (including bonds for related traffic violations) required because of an "occurrence' we cover. We do not have to furnish these bonds. (3) The premium for appeal bonds and bonds to release attachments, but only for bond amounts within the "applicable limit of insurance." We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit,"including actual loss of earnings up to$250 a day because of time off from work. (5) All court costs taxed against the insured in the "suit." However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If Page 2 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission„ PI-CXL-001 (03/14) we make an offer to pay the"applicable limit of insurance,"we will not pay any prejudgment interest based on that period of time after the offer. I (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have: (a) Paid, or offered to pay; or (b) Deposited in court; The part of the judgment that is within the "applicable limit of insurance." These payments will not reduce the limits of insurance. e. We will have no duty to defend the insured against any claim or"suit"that any other insurer has a duty to defend. If we elect to join in the defense of such claims or"suits,"we will pay all expenses we incur, but we will not contribute to the expenses of the insured or the "underlying insurer." f. If we defend an insured against a "suit'and an indemnitee of the insured is also named as a party to the"suit,"we will defend that indemnitee if all of the following conditions are met: (1) The "suit'against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract` (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend,or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same"insured contract'; (4) The allegations in the"suit'and the information we know about the 'occurrence"are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit'and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the"suit; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the"suit'; (!it) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit'; and Page 3 of 29 Includes copyrighted material of Insurance Services Office, Inc.,with permission. PI-CXL-001 (03/14) (ii) Conduct and control the defense of the indemnitee in such "suit." So long as the above conditions are met, attorneys'fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 3. Exclusions, f.(2) below, such payments will not be deemed to be damages for"bodily injury"and "property damage'and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys'fees and necessary litigation expenses as Supplementary Payments ends when we have used up the "applicable limit of insurance"in the payment of judgments or settlements or the conditions set forth above or the terms of the agreement described in Paragraph f.(6) above. 3. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or"property damage"expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury"or"property damage' resulting from the use of reasonable force to protect persons or property. b. Workers Compensation and Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. c. Employment Related Practices "Bodily injury"or"personal and advertising injury"to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment related practices, policies, acts or omissions such as discrimination, criticism, self-defamation, coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or malicious prosecution directed at that person (2) The spouse, child, parent, brother or sister of that person as a consequence of"bodily injury"or"personal and advertising injury"to that person at whom any of the employment- related practices described in Paragraphs (a), (b), or(c)above is directed. This exclusion applies: (1) Whether the injury-causing event described in Paragraphs (a), (b) or(c)above occurs before, during or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and Page 4 of 29 Includes copyrighted material of Insurance Services Office, Inc.,with permission. i PI-CXL-001 (03/14) I (3) To any obligation to share damages with or to repay someone else who must pay damages because of the injury. I d. War I "Bodily injury," "property damage'or"personal and advertising injury" however caused arising, directly or indirectly out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Rebellion, revolution, insurrection, usurped power or action taken by governmental authority in hindering or defending against any of these. e. E.R.I.S.A. Any obligation of the insured under the Employees' Retirement Income Security Act (E.R.I.S.A.) and any amendments thereto or any similar federal, state, or local statute. f. Contractual Liability "Bodily injury"or"property damage"for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract," provided the"bodily injury' or"property damage' occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract," reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of"bodily injury" or "property damage," provided: (a) Liability to such party for, or for the cost of, that parry's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. g. Aircraft or Watercraft "Bodily injury"or"property damage"arising out of the ownership, maintenance, use or entrustment to others of any aircraft or watercraft owned, or operated by; or rented or loaned to any insured. Use includes operation and "loading or unloading." This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured. This exclusion does not apply to: Page 5 of 29 Includes copyrighted material of Insurance Services Office, Inc.,with permission. PI-CXL-001 (03114) (1) Watercraft while ashore on premises you own or rent; (2) Watercraft you do not own that is: (a) Less than 50 feet long, and (b) Not being used to carry persons or property for a charge. (3) Liability assumed under any"insured contract"for the ownership, maintenance or use of aircraft or watercraft. (4) The extent that valid "underlying insurance'for the aircraft or watercraft liability risks described above exists or would have existed but for the exhaustion of underlying limits for"bodily injury"or"property damage." Coverage provided will follow the provisions, exclusions and limitations of the "underlying insurance" unless otherwise directed by this insurance; or (5) Aircraft that is: (a) Chartered by, loaned to, or hired by you with paid crew; and (b) Not owned by any insured h. Auto Coverages (1) "Bodily injury'or"property damage" arising out of the ownership, maintenance or use of any "auto"which is not an "auto"covered by"underlying insurance'; or (2) Any loss, cost or expense payable under or resulting from any first party physical damage coverage; no-fault law; personal injury protection or auto medical payment coverage; or uninsured or underinsured motorist law. In addition, any other auto liability exclusions contained in the applicable"underlying insurance" shown in the Schedule of Underlying shall apply. L Other Personal and Advertising Injury Exclusions "Personal and advertising injury": (1) Knowing Violation of Rights of Another Caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict"personal and advertising injury." (2) Material Published with Knowledge of Falsity Arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity. (3) Material Published Prior to Policy Period Arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. All "personal and advertising injury" arising out of publication of the same or similar material subsequent to the beginning of the policy period is also excluded. Page 6 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission,. I PI-CXL-001 (03/14) (4) Criminal Acts I Arising out of a criminal act committed by or at the direction of the insured. I (5) Contractual Liability For which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of a contract or agreement. (6) Breach of Contract Arising out of a breach of contract, except an implied contract to use another's advertising idea in your"advertisement." (7) Quality or Performance of Goods—Failure to Conform to Statements Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your"advertisement." (8) Wrong Description of Prices Arising out of the wrong description of the price of goods, products or services stated in your"advertisement." (9) Infringement of Copyright, Patent,Trademark or Trade Secret Arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your"advertisement." However, this exclusion does not apply to infringement in your"advertisement' of copyright, trade dress or slogan. (10) Insureds in Media and Internet Type Businesses Committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting, (b) Designing or determining content of websites for others. or (c) An internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 16. a., b. and c. under SECTION V—DEFINITIONS. For the purpose of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. (11) Electronic Chatrooms or Bulletin Boards Arising out of an electronic chatroom or bulletin board the insured hosts, owns or over Page 7 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) which the insured exercises control. (12) Unauthorized Use of Another's Name or Product Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. j. Damage to Property "Property damage"to property: (1) You own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of an insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the"property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work"was incorrectly performed on it. Paragraph (2)of this exclusion does not apply if the premises are"your work"and were never occupied, rented or held for rental by you. Paragraphs(1), (3), (4), (5) and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard." k. Damage to Your Product "Property damage"to "your product"arising out of it or any part of it. I. Damage to Your Work "Property damage"to"your work" arising out of it or any part of it and included in the "products-completed operations hazard."This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m, Damage to Impaired Property or Property Not Physically Injured "Property damage"to "impaired property"or property that has not been physically injured, arising out of: Page 8 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. I PI-CXL-001 (03/14) (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or"your work'; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or"your work" after it has been put to its intended use. n. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work" or (3) "Impaired property'; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Pollution (1) "Bodily injury," "property damage" or"personal and advertising injury" arising out of the actual alleged or threatened discharge, dispersal, seepage, migration, release or escape of"pollutants': (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke,fume, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury'or"property damage"for which you may be held liable if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured;,or (iii) "Bodily injury"or"property damage'arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling,storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or Page 9 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) processed as waste by or for- (I) Any insured; or (ii) Any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants"are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury' or"property damage"arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of"mobile equipment"or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or"property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as a part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or"property damage"sustained within a building.and caused by the release of gases,fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or"property damage'arising out of heat, smoke or fumes from a "hostile fire." (e) At or from any premises, site or location on which any insured or any contractor or subcontractor working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to,or assess the effects of, "pollutants." (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or"suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants." However,this paragraph does not apply to liability for damages because of"property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or"suit" by or on behalf of a governmental authority. As used in this exclusion, "hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. Page 10 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) p. Discrimination Any liability arising from discrimination: (1) Suffered or allegedly suffered by any person based upon, but not limited to, color, creed, gender, race, national origin, age, handicap, illness, religion or sexual preference; or (2) Due to unfair trade practices. q. Asbestos "Bodily injury," "property damage"or"personal and advertising injury' arising out of the "asbestos hazard." We shall have no obligation under this policy: (1) To investigate, settle or defend any claim or"suit" against any insured alleging actual or threatened injury or damage of any nature or kind to persons or property which arises out of or would not have occurred but for the "asbestos hazard" or (2) To pay, contribute to, or indemnify another for any damages,judgments, settlements, loss, costs or expenses that may be awarded or incurred by reason of any such claim or "suit"or any injury or damage, or in complying with any action authorized by law and relating to such injury or damage. As used in this exclusion: "Asbestos hazard" means: (a) An actual exposure or threat of exposure to the harmful properties of"asbestos", or (b) The presence of"asbestos"in any place, whether or not within a building or structure. "Asbestos" means the mineral in any form, including but not limited to fibers or dust. r, Nuclear Energy Liability Under any Liability Coverage,to "bodily injury"or"property damage': (1) With respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under such policy but for its termination upon exhaustion of its limit of liability; (2) Resulting from the"hazardous properties"of"nuclear material"and with respect to which (a)any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or(b)the insured is, or had this policy not been issued, would be entitled to indemnity from the United States of America, or any agency thereof, with any person or organization; or (3) Resulting from the "hazardous properties"of"nuclear material", if: (a) The "nuclear material" Page 11 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (i) Is at any"nuclear facility"owned by, or operated by or on behalf of an insured; or (ii) Has been discharged or dispersed therefrom; (b) The "nuclear material'is contained in "spent fuel'or"waste" at any time possessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an insured; or (c) The "bodily injury"or"property damage" arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any"nuclear facility," but if such facility is located within the United States of America, its territories or possessions or Canada,this Exclusion (c) applies only to"property damage'to such "nuclear facility'and any property threat. As used in this exclusion: "Hazardous properties" include radioactive, toxic or explosive properties. "Nuclear material" means"source material," "special nuclear material,"or"by-product material." "Source material,""special nuclear material," and "by-product material' have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor." "Waste" means any waste material (a) containing "by-product material' other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its"source material' content; and (b) resulting from the operation by any person or organization of any"nuclear facility" included under the first two paragraphs of "nuclear facility." "Nuclear facility" means: (a) Any"nuclear reactor"; (b) Any equipment or device designed or used for(1)separating the isotopes of uranium or plutonium; (ii) processing or utilizing "spent fuel` or(iii) handling, processing or packaging "waste"; (c) Any equipment or device used for processing, fabricating or alloying of"special nuclear material' if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of"waste" and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a Page 12 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) self-supporting chain reaction or to contain a critical mass of fissionable material. "Property damage" includes all forms of radioactive contamination of property. s. Liquor Liability "Bodily injury"or"property damage"for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing,distributing, selling, serving or furnishing alcoholic beverages. t. Trade or Economic Sanctions To the extent that trade or economic sanctions or other laws or regulations prohibit us from providing insurance, including, but not limited to, the payment of claims. u. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. This exclusion does not apply if valid "underlying insurance"for the electronic data risks described above exists or would have existed but for the exhaustion of underlying limits for "bodily injury" and "property damage." Coverage provided will follow the provisions, exclusions and limitations of the "underlying insurance," unless otherwise directed by this insurance. v. Distribution of Material in Violation of Statutes "Bodily injury"or"property damage'arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act(TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law, or (3) Any statute, ordinance or regulation, other than TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of materials or information. SECTION II—WHO IS AN INSURED Page 13 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. I PI-CXL-001 (03114) 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members,your partners and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership,joint venture or limited liability company, you are an insured. Your"executive officers' and directors are insured, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Any subsidiary you wholly own, either directly or indirectly, at the inception of our policy. 3. Each of the following is also an insured: a. With respect to the "auto hazard": (1) Anyone using an "auto"you own, hire or borrow including any person or organization legally responsible for such use provided it is with your permission; and (2) Any of your"executive officers," directors, partners, "employees"or stockholders, operating an "auto"you do not own, hire or borrow while it is being used in your business. None of the following is an insured under(1)or(2) above: (a) Any person employed by or engaged in the duties of an auto sales agency, repair shop, service station, storage garage or public parking place that you do not operate. (b) The owner or lessee of any"auto" hired by or for you or loaned to you and any agent or employee of such lessee. b. With respect to aircraft: Anyone using an aircraft chartered with crew by you or on your behalf and anyone legally responsible for its use except: (1) The owner or crew of the aircraft or any person operating such aircraft; (2) Any manufacturer of the aircraft or any of its parts; (3) Any sales, service or repair company; (4) Any airport or hangar operator; or any"employee"of(2), (3) or(4). c. Except with respect to aircraft and the "auto hazard": Page 14 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission, j PI-CXL-001 (03114) I (1) Your"volunteer workers"only while performing duties related to the conduct of your J business, or your"employees," other than either your"executive officers" (if you are an organization other than a partnership,joint venture or limited liability company)or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees' or"volunteer workers" are insureds for: (a) "Bodily injury' or"personal and advertising injury": (i) To you, to your partners or members (if you are a partnership or joint venture), to a co-"employee"while in the course of his or her employment or performing duties related to the conduct of your business, or to your other"volunteer workers'while performing duties related to the conduct of your business unless insurance for such liability is afforded by the "underlying insurance"; (ii) To the spouse, child, parent, brother or sister of that co-"employee" or"volunteer worker" as a consequence of Paragraph (a)(i) above; (ill For which there is any obligation to share damage with or repay someone else who must pay damages because of the injury described in Paragraphs(a)(i)or (ii) above; or (iv) Arising out of his or her providing or failing to provide professional health care services. (b) "Property damage"to property: (i) Owned, occupied or used by; (ii) Rented to, in the care custody or control of, or over which physical control is being exercised for any purpose by you, any of your"employees," "volunteer workers,"any partner or member(if you are a partnership or joint venture), or any member(if you are a limited liability company). (2) Any person (other than your"employee"or"volunteer worker'), or any organization while acting as your real estate manager. (3) Any person or organization having proper temporary custody of your property if you die, but only: (a) With respect to liability arising out of the maintenance or use of that property; and (b) Until your legal representative has been appointed. (4) Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. d. Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured. However- (1) Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; Page 15 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (2) Coverage A does not apply to "bodily injury"or"property damage" that occurred before you acquired or formed the organization; and (3) Coverage B does not apply to 'personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. e. Any person or organization for whom you agreed in writing to provide this insurance for operations you perform or facilities you own or use. This insurance is subject to your ..applicable underlying limits"for such operations or facilities. f. Any other person or organization insured under any policy of the "underlying insurance." This grant is subject to all the limitations upon coverage under such policy other than the limits of the "underlying insurers' liability. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III —LIMITS OF INSURANCE 1. The limits of insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: (a) Insureds; (b) Claims made or"suits' brought, or number of vehicles involved; or (c) Persons or organizations making claims or bringing "suits." 2. The Products-Completed Operations Aggregate Limit is the most we will pay for the sum of all "ultimate net loss' because of"bodily injury'and 'property damage' included in the "products- completed operations hazard." 3. The General Aggregate Limit is the most we will pay for the sum of all "ultimate net loss" under Coverage A and Coverage B except: (a) Damages because of"bodily injury" and"property damage" included in the "products- completed operations hazard"; and (b) Damages because of"bodily injury"and "property damage' included in the "auto hazard." 4. Subject to 3. above, the most we will pay under Coverage B for the sum of all "ultimate net loss' because of all 'personal and advertising injury'sustained by any one person or organization shall be an amount equal to the Each Occurrence Limit. 5. Subject to 2. or 3.above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of all "ultimate net loss' under Coverage A because of all 'bodily injury' and 'property damage'arising out of any one "occurrence." 6. If there is "underlying insurance"with a policy period that is non-concurrent with the policy period of this Commercial Umbrella Liability policy, the "applicable underlying limit"will only be reduced or exhausted by payments for: Page 16 of 29 Includes copyrighted material of Insurance Services Office, Inc.,with permission, PI-CXL-001 (03/14) a. "Bodily injury' or"property damage"which occurs during the policy period of this policy. b. "Personal and advertising injury"for offenses that are committed during the policy period of this policy. However, if any"underlying insurance' is written on a claims-made basis, the "applicable underlying limit" will only be reduced or exhausted by claims for that insurance that are made during the policy period, or any Extended Reporting Period, of this policy. To determine the Limit of Insurance, all "bodily injury"and "property damage'arising out of continuous or repeated exposure to the same general conditions shall be considered one "occurrence." The limits of insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV—CONDITIONS 1. Appeals If the insured or the "underlying insurer" elects not to appeal a judgment in excess of the ..applicable underlying limit,"we may elect to make such appeal, at our cost and expense. If we so elect, we shall be liable in addition to the "applicable limit of insurance"for the: (a) Taxable costs; (b) Disbursements; and (c) Additional interest incidental to such appeal; but in no event will we be liable for damages in excess of the applicable aggregate Limit of Insurance. If a judgment is rendered in excess of the limits of"underlying insurance' and we offer to pay our full share of such judgment, but you or your"underlying insurers'elect to appeal it, you, your "underlying insurers" or both will bear: (1) The cost and duty of obtaining any appeal bond; (2) The taxable costs, disbursements and additional interest incidental to such appeal; and (3) Any increase in damages over the amount the matter could have been settled for after the verdict was entered and before the appeal was filed. 2. Bankruptcy a. Bankruptcy of Insured Bankruptcy or insolvency of the insured or the insured's estate will not relieve us of our obligations under this insurance. Page 17 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. I PI-CXL-001 (03/14) b. Bankruptcy of Underlying Insurer Bankruptcy of the"underlying insurer'will not relieve us of our obligations under this i insurance. However, this insurance will not replace the "underlying insurance" in the event of bankruptcy or insolvency of the "underlying insurer." This insurance will apply as if the "underlying insurance'were in full effect. 3. Cancellation a. The first Named Insured may cancel this insurance by mailing or delivering to us in advance, written notice of cancellation. b. We may cancel this insurance by mailing or delivering to the first Named Insured written notice of cancellation at least: (1) 10 days before the effective date of cancellation if we cancel for non-payment of premium, or (2) 30 days before the effective date of cancellation if we cancel for any other reason. c. We will mail or deliver our notice to the first Named Insured's last mailing address known to US. d. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. e. If this policy is cancelled,we will send you any premium refund due. If we cancel, the refund will be pro rata. If you cancel, the refund will be pro rate, less 10% of the pro rate unearned premium. The cancellation will be effective even if we have not made or offered refund. f. If notice is mailed, proof of mailing will be sufficient proof of notice. 4. Changes This policy contains all the agreements between you and us concerning the insurance afforded. No change can be made in the terms of this insurance except with our consent. The terms of this insurance can be amended or waived only by endorsement issued by us and made a part of this insurance. 5. Duties in the Event of Occurrence or Offense, Claim or Suit a. You must see to it that we are notified as soon as practicable of any"occurrence"or any offense which may result in a claim under this insurance when the occurrence or offense is known to: (1) You, if you are an individual; (2) Your partner, if you are a partnership; (3) Your member, if you are a joint venture; (4) Your member or manager, if you are a limited liability company; or Page 18 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission, PI-CXL-001 (03114) (5) Your officer or insurance manager, if you are an organization other than a partnership, joint venture or limited liability company. b. Notice should include: (1) How,when and where the"occurrence"or offense took place; (2) The names and addresses of any injured persons and witnesses, and (3) The nature and location of any injury or damage arising out of the"occurrence." c. If a claim or"suit" is brought against any insured which may result in a claim against this insurance, you must see to it that we receive prompt written notice of the claim or"suit." d. The insured must: (1) Cooperate with the "underlying insurers", (2) Comply with the terms of the "underlying insurance"; (3) Pursue all rights of contribution or indemnity against any person or organization who may be liable to the insured because of"bodily injury," "property damage', or"personal and advertising injury"with respect to which insurance is provided under this or any policy of "underlying insurance." (4) When we believe that a claim may exceed the"underlying insurance,"we may join with the insured and the "underlying insurer" in the investigation, settlement and defense of all claims and "suits"in connection with such "occurrence" or offense. In such event, the insured must cooperate with us. 6. Examination of your Books and Records We may examine and audit your books and records as they relate to this insurance: a. At any time during the policy period; b. Up to three years afterward; or c. Within one year after final settlement of all claims under this insurance. 7. Inspection and Surveys We have the right but are not obligated to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that conditions: Page 19 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission, i PI-CXL-001 (03/14) (1) Are safe or healthful; or (2) Comply with laws, regulations, codes or standards. i S. Legal Action Against Us No person or organization has a right under this insurance: a. To join us as a party or otherwise bring us into a"suit" asking for damages from an insured; or b. To sue us on this insurance unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual trial. We will not be liable for damages that: (1) Are not payable under the terms of this insurance, or (2) Are in excess of the"applicable limit of insurance." An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 9. Maintenance of/Changes to Underlying Insurance The "underlying insurance' listed in the Schedule of Underlying Insurance in the Declarations shall remain in full effect throughout the policy period except for reduction of the aggregate limit due to payment of claims, settlements or judgments. Failure to maintain "underlying insurance" will not invalidate this insurance. However,this insurance will apply as if the "underlying insurance"were in full effect. If there is an increase in the scope of coverage of any"underlying insurance"during the term of this policy, our liability will be no more than it would have been if there had been no such increase. You must notify us as soon as practicable when any"underlying insurance" is no longer in effect or if the limits or scope of coverage of any"underlying insurance" is changed. 10. Otherinsurance a. This insurance is excess over, and shall not contribute with any of the other insurance whether primary, excess, contingent or on any other basis. This condition will not apply to insurance specifically written as excess over this policy. When this insurance is excess, we will have no duty under this policy to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that"suit." If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. b. When this insurance is excess over other insurance, we will pay only our share of the "ultimate net loss"that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and Page 20 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (2) The total of all deductible and self-insured amounts under all that other insurance. 11. Transfer of Rights of Recovery Against Others to Us a. If any insured has rights to recover from any other person or organization all or part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after loss to impair those rights. At our request, the insured will bring "suit' or transfer those rights to us and help us enforce them. b. Any such recovery shall be applied as follows: (1) First, any person or organization (including the insured)that has paid an amount in excess of the applicable limits of insurance of this policy will be reimbursed for the actual excess amount paid under this policy; (2) Then, we will be reimbursed up to the amount we have paid, and (3) Last, any insured or issuer of scheduled "underlying insurance' is entitled to claim the remainder, up to the amount that insured or issuer of scheduled "underlying insurance' has paid. c. Expenses incurred in the exercise of such rights of recovery shall be apportioned among such persons or organizations, including the insured, in the same ratio as their respective recoveries are finally shared. 12. Premium a. The first Named Insured has primary responsibility for the payment of all premiums and will be the payee for any return premiums. b. If the premium is a flat charge, it is not subject to adjustment except as provided in d. below. c. If the premium is other than a flat charge, it is an advance premium only. The earned premium will be computed at the end of each year in which this insurance is in force at the rate shown in the Declarations, subject to the Minimum Annual Premium. d. Additional premium may become payable when coverage is provided for additional insureds; and Named Insureds under the provisions of SECTION II—WHO IS AN INSURED, Items 3. d., e., and f. 13. Premium Audit a. You must keep record of the information we need for premium computation and send us copies at such times as we may request; b. At the close of each audit period we will compute the earned premium for that period, and c. Audit premiums are due and payable on notice to you. 14. Representations or Fraud By accepting this insurance, you agree: a. The statements in the Declarations and any subsequent notice relating to "underlying Page 21 of 29 Includes copyrighted material of Insurance Services Office, Inc.,with permission. PI-CXL-001 (03114) insurance" are accurate and complete, b. Those statements are based upon representations you made to us; c. We have issued this insurance in reliance upon your representations; and d. This policy is void in any case of fraud by you as it relates to this policy or any claim under this policy. Y 15. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned to you in this insurance, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or"suit" is brought. 16. Transfer of your Rights and Duties Under this Insurance Your rights and duties under this insurance may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to: a. Your legal representative but only while acting within the scope of duties as your legal representative. b. Anyone having your rights and duties but only with respect to that property, until your legal representative is appointed. 17. When Loss is Payable Coverage under this policy will not apply until the insured, or the insured's"underlying insurer' has paid or is obligated to pay the full amount of the "applicable underlying limit." When the amount of damages is determined by an agreed settlement or on a final judgment against an insured obtained after an actual trial, we will promptly pay on behalf of the insured the amount of damages covered under the terms of this policy. The first Named Insured will promptly reimburse us for any amount within the "retained limit." 18. Transfer of Defense When the underlying limits of insurance have been used up in the payment of judgments or settlements, the duty to defend will be transferred to us. We will cooperate in the transfer of control to us of outstanding claims or"suits" seeking damages to which this insurance applies which would have been covered by the "underlying insurance" had the applicable limit not been used up. SECTION V— DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: Page 22 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) a. Notices that are published include material placed on the internet or on similar electronic means of communication. b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Applicable limit of insurance" means the maximum amount we will pay as damages in accordance with SECTION III—LIMITS OF INSURANCE. 3. "Applicable underlying limit" means: a. If the policies of"underlying insurance"apply to the"occurrence"or offense, the greater of: (1) The amount of insurance stated in the policies of"underlying insurance" in the Declarations or any other available insurance less the amount by which any aggregate limit so stated has been reduced solely due to payment of claims; or (2) The"retained limit" shown in the Declarations; or b. If the policies of"underlying insurance" do not apply to the "occurrence"or offense, the amount stated in the Declarations as the"retained limit" The limits of insurance in any policy of"underlying insurance"will apply even if: (a) The "underlying insurer" claims the insured failed to comply with any condition of the policy; or (b) The "underlying insurer" becomes bankrupt or insolvent. 4. "Auto" means: a. A land motor vehicle, trailer or semi-trailer designed for travel on public road, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto" does not include "mobile equipment." 5. "Auto hazard"means all "bodily injury" and "property damage"for which liability insurance is afforded under the terms of the auto policy of"underlying insurance," other than the limits of insurance of the auto policy of"underlying insurance." 6. "Bodily injury' means bodily injury, sickness, or disease sustained by a person, including death resulting from any of these at any time. 7. "Coverage territory' means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: Page 23 of 29 Includes copyrighted material of Insurance Services Office, Inc.,with permission, PI-CXL-001 (03/14) (1) Goods or products made or sold by you in the territory described in a. above, (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in a "suit" on the merits, in the territory described in a. above or in a settlement we agree to. 8. "Employee" includes a "leased worker." "Employee'does not include a "temporary worker." 9. "Executive officer' means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Impaired property" means tangible property, other than "your product" or"your work,"that cannot be used or is less useful because: a. It incorporates"your product"or"your work"that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract agreement; if such property can be restored to use by: (1) The repair, replacement, adjustment or removal of"your product"or"your work'; or (2) Your fulfilling the terms of the contract or agreement. 11, "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract", b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your"employees," of any"auto." However, such contract or agreement shall not be considered an "insured contract"to the extent that it obligates you or any of your"employees" to pay for"property damage'to any"auto"rented or leased by you or any of your"employees." g. That part of any other contract or agreement pertaining to your business (including an Page 24 of 29 Includes copyrighted material of Insurance Services Office, Inc.,with permission. I, I PI-CXL-001 (03/14) I indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for"bodily injury"or"property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. I Paragraphs f. and g. do not include that part of any contract or agreement: (1) That indemnifies a railroad for"bodily injury"or"property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; (2) That pertains to the loan, lease or rental of an "auto" to you or any of your"employees," if the "auto' is loaned, leased or rented with a driver; or (3) That holds a person or organization engaged in the business of transporting property by "auto"for hire harmless for your use of a covered "auto" over a route or territory that person or organization is authorized to serve by public authority. 12. "Leased worker' mans a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker' does not include a "temporary worker." 13. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or"auto' b. While it is in or on an aircraft, watercraft or"auto'; or c. While it is being moved from an aircraft, watercraft or"auto"to the place where it is finally delivered; but"loading or unloading'does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or"auto." 14. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: Page 25 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment, or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not"mobile equipment"but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying,welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos." 15. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 16. "Personal and advertising injury" means injury, including consequential "bodily injury," arising out of one or more of the following offenses: a. False arrest, detention or imprisonment,- b. Malicious prosecution; c. The wrongful eviction from,wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies by or on behalf of its owner, landlord orlessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your"advertisement; or g. Infringing upon another's copyright, trade dress or slogan in your"advertisement." 1T. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, Page 26 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) reconditioned or reclaimed. 18. "Products-completed operations hazard": a. Includes all "bodily injury"and "property damage"occurring away from premises you own or rent and arising out of"your product'or"your work"except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work"will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include"bodily injury" or"property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading"of that vehicle by any insured;or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 19. 'Property damage" means: (a) Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or (b) Loss of use of tangible property that is not physically injured. All such loss shall be deemed to occur at the time of the 'occurrence"that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMS,tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 20. 'Retained limit' is the amount stated in the Declarations as such. If the policies of"underlying insurance" do not apply to the occurrence" or offense, the insured shall retain this amount as self-insurance with respect to: (a) 'Bodily injury" or"property damage"caused by each "occurrence"; or (b) 'Personal and advertising injury"sustained by any one person or organization. Page 27 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission,. PI-CXL-001 (03/14) The "retained limit"does not apply to"occurrences"or offenses which would have been covered by"underlying insurance" but for the exhaustion of applicable limits. 21. "Suit" means a civil proceeding in which damages because of"bodily injury,""property damage," or"personal and advertising injury"to which this insurance applies are alleged. "Suit" includes: (a) An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent;or (b) Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent or the "underlying insurer's" consent. 22. "Temporary worker' means a person who is furnished to you to substitute for a permanent "employee"on leave or to meet seasonal or short-term workload conditions. 23. "Ultimate net loss" means the total sum, after reduction for recoveries or salvages collectible, that the insured becomes legally obligated to pay as damages by reason of settlement or judgments or any arbitration or other alternate dispute method entered into with our consent or the "underlying insurer's" consent. 24. "Underlying insurance" means any policies of insurance listed in the Declarations under the Schedule of Underlying Insurance and includes: a. Any renewal or replacement of such policies; and b. Any other insurance available to the insured. 25. "Underlying insurer" means any insurer which provides any policy of insurance listed in the Schedule of Underlying Insurance or any other insurance available to the insured. 26. "Volunteer worker" means a person who is not your"employee," and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 27. "Your product" means: a. Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (1) You; (2) Others trading under your name; or (3) A person or organization whose business or assets you have acquired; and b. Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. "Your product" includes: (a) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product"; and (b) The providing of or failure to provide warnings or instructions. Page 28 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-001 (03/14) "Your product"does not include vending machines or other property rented to or located for the use of others but not sold. 28. "Your work" means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or operations. "Your work" includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, or performance or use of"your work"; and (2) The providing of or failure to provide warnings or instructions. Page 29 of 29 Includes copyrighted material of Insurance Services Office, Inc., with permission, i PI-CXL-004(09112) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE (READ IT CAREFULLY. DIRECTORS AND OFFICERS LIABILITY EXCLUSION I This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY i A. SECTION I—COVERAGES, 3. Exclusions is amended to include the following additional exclusion: This insurance does not apply to any liability, damage, loss, cost or expense arising from any "wrongful act"of any director or officer of the insured in the discharge or performance of their duties as such. B. SECTION V—DEFINITIONS is amended to include the following provision: The definition of "wrongful act" is the same as the definition contained in the applicable "underlying insurance." Page 1 of 1 I PI-CXL-006 WA(05/13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EMPLOYERS' LIABILITY (STOP GAP) EXCLUSION WASHINGTON This endorsement modifies insurance provided by the following: i COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY A. The following applies only to"bodily injury" to any"employee"of the insured whose employment is not subject to the Industrial Insurance Act of Washington (Washington Revised Code Title 51). This insurance does not apply to any liability for"bodily injury,"disability or shock, including death at any time resulting from any of these, and, if arising out of the foregoing mental anguish or mental injury sustained by: 1. An "employee" of the insured arising out of and in the course of employment by the insured; or 2. The spouse, child, parent, brother or sister of that"employee" as a consequence of 1. above. This exclusion applies: a. Whether the insured maybe liable as an employer or in any other capacity; and b. To any obligation to share damages with or repay someone else who must pay damages because of the injury. B. With respect to "bodily injury"to"employees"of the insured whose employment is subject to the Industrial Insurance Act of Washington this insurance does not apply to: 1. "Bodily injury"to an "employee"of the insured arising out of and in the course of: a. Employment by the insured; b. Performing duties related to the conduct of the insured's business; or 2. Any obligation to share damages with or repay someone else who must pay damages because of the injury. All other conditions remain unchanged. Page 1 of 1 Philadelphia Indemnity Insurance Company PI-CXL-007 (01117) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ABUSE OR MOLESTATION EXCLUSION This endorsement modifies insurance provided under the following; COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY SECTION I—COVERAGES, 3. Exclusions is amended to include the following additional exclusion: This insurance does not apply to any injury, liability, damage, loss, cost or expense sustained or incurred by any person arising out of or resulting from the alleged, actual or threatened abuse or molestation by anyone. We shall not have any duty to defend any"suit'against any insured seeking damages on account of any such injury, liability, damage, loss, cost or expense. This exclusion applies to all injury, liability, damage, loss, cost or expense sustained or incurred by any person, including emotional distress, arising out of molestation or abuse whether alleged, actual or threatened including but not limited to molestation or abuse arising out of your negligence or other wrongdoing with respect to: 1. Hiring, placement, employment, training; 2. Investigation; 3. Supervision; 4. Reporting any molestation or abuse to the proper authorities, or failure to so report; or 5. Retention; of a person for whom any insured is or ever was legally responsible or for whom any insured may have assumed the liability; and whose conduct would be excluded above. This exclusion applies to any applicable coverage provided in the "underlying insurance." PI-CXL-007(01/17) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with permission, PI-CXL-008 (06/16) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMOBILE COVERAGE EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY SECTION I—COVERAGES, 3. Exclusions, h.Auto Coverages, is deleted in its entirety and replaced with the following: This insurance does not apply to any liability, damage, loss, cost or expense arising out of: (1) the ownership, operation, maintenance, use, "loading or unloading' or entrustment to others of an ..auto;" and (2) any first party physical damage coverage; no-fault law; personal injury protection or auto medical payment coverage; or uninsured or underinsured motorist law. In addition, any other auto liability exclusions contained in the applicable"underlying insurance" shown in the Schedule of Underlying shall apply. PI-CXL-008 (06/16) Page 1 of 1 Philadelphia Indemnity Insurance Company PI-CXL-008 (02/17) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMOBILE COVERAGE EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY SECTION 1—COVERAGES, 3. Exclusions, h.Auto Coverages, is deleted in its entirety and replaced with the following: This insurance does not apply to any liability, damage, loss, cost or expense arising out of: (1) The ownership, operation, maintenance, use, "loading or unloading" or entrustment to others of any"auto;" and (2) Any first party physical damage coverage; no-fault law, personal injury protection or auto medical payment coverage; or uninsured or underinsured motorist law. In addition, any other auto liability exclusions contained in the applicable"underlying insurance" shown in the Schedule of Underlying shall apply. This exclusion applies even if: (a) The claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence"which caused the liability, damage, loss, cost or expense involved the ownership, maintenance, use or entrustment to others of any"auto"that is owned or operated by or rented or chartered by or loaned to any insured. (b) Coverage is provided in any"underlying insurance." This exclusion does not apply to: (1) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; or (ii) "Bodily injury'or"property damage"arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3)of the definition of"mobile equipment." PI-CXL-008 (02/17) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc. with permission. i PI-CXL-032 WA(06/13) THIS EIWUt3f2SEMEYVT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FUNGI OR BACTERIA EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY A. SECTION I —COVERAGES, 3. Exclusions is amended to include the following additional exclusion: This insurance does not apply to: Fungi or Bacteria 1. 'Bodily injury," "property damage," or"personal and advertising injury"which would not have occurred, in whole or in part, but for the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or presence of, any"fungi' or bacteria on or within a building or structure, including its contents. 2. Any loss, cost or expenses arising out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, detoxifying, neutralizing, remediating or disposing of, or in any way responding to, or assessing the effects of, "fungi' or bacteria, by any insured or by any other person or entity. This exclusion does not apply to any"fungi"or bacteria that are, are on, or are contained in, a good or product intended for bodily consumption. B. SECTION V—DEFINITIONS is amended to include the following additional definition: "Fungi" means any type or form of fungus, including mold or mildew and any mycotoxins, spores, scents or byproducts produced or released by fungi. Page 1 of 1 Includes copyrighted material of the Insurance Services Office Inc., with permission. I PI-CXL-039 (01115) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY A. If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a .'certified act of terrorism" include the following: 1. The act resulted in insured losses in excess of$5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. B. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Coverage Part. PI-CXL-039 (01/15) Page 1 of 1 Includes copyright material of the Insurance Services Office Inc., used with its permission. PI-CXL-068 (09/12) THIS ENDORSEMENT CHANGES THE POLICY. (PLEASE READ IT CAREFULLY. EMPLOYEE BENEFITS LIABILITY EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY A. SECTION I—COVERAGES, 3. Exclusions is amended to include the following additional exclusion: This insurance does not apply to any liability, damage, loss, cost or expense arising out of an act, error or omission committed in the "administration" of your"employee benefit program." B. SECTION V— DEFINITIONS is amended to include the following additional definitions: 1. "Administration" means: a. Providing information to "employees," including their dependents and beneficiaries, with respect to eligibility for or scope of"employee benefit programs'; b. Handling records in connection with the "employee benefit program"; or c. Effecting, continuing or terminating any"employee's" participation in any benefit included in the"employee benefit program." 2. "Cafeteria plan" means plans authorized by applicable law to allow"employees"to elect to pay for certain benefits with pre-tax dollars. 3. "Employee benefit program" means a program providing some or all of the following benefits to '.employees,"whether provided through a "cafeteria plan" or otherwise: a. Group life insurance, group accident or health insurance, dental,vision and hearing plans, and flexible spending accounts; b. Profit sharing plans, employee savings plans, employee stock ownership plans, pension plans and stock subscription plans; c. Unemployment insurance, social security benefits, workers' compensation and disability benefits; d. Vacation plans, including buy and sell programs; leave of absence programs, including military, maternity, family and civil leave; tuition assistance plans; transportation and health club subsidies; and e. Any other similar benefits. Page 1 of 1 Includes copyrighted material of Insurance Services Offices, Inc..,with permission. PI-CXL-075 (03/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY'. LEAD LIABILITY EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY SECTION I—COVERAGES, 3. Exclusions is amended to include the following additional exclusion: This insurance does not apply to any liability, damage, loss, cost or expense arising out of: a. Exposure to or existence of lead, paint containing lead, or any other material or substance containing lead; b. Manufacture, distribution, sale, resale, rebranding, installation, repair, removal, encapsulation, abatement, replacement or handling of lead, paint containing lead, or any other material or substance containing lead; Whether or not the lead is or was at any time airborne as a particulate, contained in a product ingested, inhaled, transmitted in any fashion, or found in any form whatsoever. c. Any request, demand or order that any insured or others test for, monitor, clean up, remove, abate, contain, treat or neutralize lead, paint containing lead, or any other substance or material containing lead, or in any way respond to, or assess the effects of lead; or d. Any claim or"suit" related to, testing for, monitoring, cleaning up, removing, abating, containing, treating or neutralizing lead, paint containing lead, or any other substance or material containing lead or in any way responding to or assessing the effects of lead. Page 1 of 1 PI-CXL-088 (03/14) THIS ENDORSEMENT CHANGES THE (POLICY. PLEASE READ IT CAREFULLY, ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION AND DATA-RELATED LIABILITY EXCLUSION - WITH LIMITED BODILY INJURY EXCEPTION This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY SECTION I —COVERAGES, 3. Exclusions is amended as follows: A. Exclusion u. Electronic Data is deleted in its entirety and replaced by the following: This insurance does not apply to: u. Access or Disclosure of Confidential or Personal Information and Data-related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information, or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or(2)above. However, unless Paragraph (1) above applies,this exclusion does not apply to damages because of"bodily injury." As used in this exclusion, electronic data means information,facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. B. Exclusion i. Other Personal and Advertising Injury Exclusions is amended to include the following additional exclusion: This insurance does not apply to "personal and advertising injury": Access or Disclosure of Confidential or Personal Information Arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with permission, PI-CXL-088 (03114) This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc.,with permission. I Philadelphia Indemnity Insurance Company PI-CXL-099 (01/16) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. RECORDING AND DISTRIBUTION OF MATERIAL OR INFORMATION IN VIOLATION OF LAW - PERSONAL AND ADVERTISING INJURY EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY SECTION I—COVERAGES, 3. Exclusions is amended to include the following additional exclusion: Recording and Distribution of Material or Information in Violation of Law—Personal and Advertising Injury This insurance does not apply to"personal and advertising injury"arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act(TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act(FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. PI-CXL-099 (01/16) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-WA 1 (05/13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON CHANGES This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY SECTION IV—CONDITIONS, Paragraph 11. Transfer of Rights of Recovery Against Others to Us is revised by the addition of the following: We shall be entitled to a recovery only after the insured has been fully compensated for damages. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with permission. PI-CXL-WA 2 (05/13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON CHANGES - AMENDMENT OF CONDITIONS This endorsement modifies insurance provided under the following' COMMERCIAL UMBRELLA LIABILITY INSURANCE POLICY The conditions in this endorsement replace any similar conditions in the policy that are less favorable to the insured. A. Cancellation The Cancellation Policy Condition is replaced with the following: 1. The first Named Insured shown in the Declarations may cancel this policy by notifying us or the insurance producer in one of the following ways: a. Written notice by mail, fax or e-mail; b. Surrender of the policy or binder; or c. Verbal notice. Upon receipt of such notice,we will cancel this policy or any binder issued as evidence of coverage, effective on the later of the following: (1) The date on which notice is received or the policy or binder is surrendered; or (2) The date of cancellation requested by the first Named Insured. 2. We may cancel this policy by mailing or delivering to the first Named Insured and the first Named Insured's agent or broker written notice of caricellation, including the actual reason for the cancellation, to the last mailing address known to us, at least: a. 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b. 45 days before the effective date of cancellation if we cancel for any other reason; 3. We will also mail or deliver to any mortgage holder, pledgee or other person shown in this policy to have an interest in any loss which may occur under this policy, at their last mailing address known to us, written notice of cancellation, prior to the effective date of cancellation. This notice will be the same as that mailed or delivered to the first Named Insured. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rate. If the first Named Insured cancels, the refund will be at least 90%of the pro rate refund unless the following applies: If. a. You are an individual; b. An "auto" that you own is of the private passenger type and is covered by"underlying Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-WA 2 (05/13) insurance'; c. The policy does not cover garage, automobile sales agency, repair shop, service station or public parking place operations hazards; and d. The first Named Insured cancels; The refund will be not less than 90% of any unearned portion not exceeding$100, plus 95%of any unearned portion over$100 but not exceeding $500, and not less than 97%of any unearned portion in excess of$500. The cancellation will be effective even if we have not made or offered a refund. 5. If notice is mailed, proof of mailing will be sufficient proof of notice. B. Changes The Changes Policy Condition is replaced with the following: The policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination of your Books and Records The Examination of your books and Records Policy Condition is replaced with the following: We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. D. Inspection and Surveys The Inspections and Surveys Policy Condition is replaced with the following: 1. We have the right to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations, and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public.And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. Page 2 of 3 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-CXL-WA2 (05/13) 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recommendations we may make relative to certification, under state or municipal statutes, ordinances or regulations, of boilers, pressure vessels or elevators. E. Premium The Premium Policy Condition is replaced with the following: The first Named Insured shown in the Declarations: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. F. Transfer of your Rights and Duties Under this Insurance The Transfer of your Rights and Duties Under this Insurance Policy Condition is replaced with the following: Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. G. Nonrenewal The following Policy Condition is added and supersedes any provision to the contrary: We may elect not to renew this policy by mailing or delivering written notice of nonrenewal, stating the reasons for nonrenewal, to the first Named Insured and the first Named Insured's agent or broker, at their last mailing addresses known to us. We will also mail to any mortgage holder, pledgee or other person shown in this policy to have an interest in any loss which may occur under this policy, at their last mailing address known to us, written notice of nonrenewal. We will mail or deliver these notices at least 45 days before the: 1. Expiration of the policy; or 2. Anniversary date of this policy if this policy has been written for a term of more than one year. Otherwise, we will renew this policy unless: a. The first Named Insured fails to pay the renewal premium after we have expressed our willingness to renew, including a statement of the renewal premium,to the first Named Insured and the first Named Insured's insurance agent or broker, at least 20 days before the expiration date; b. Other coverage acceptable to the insured has been procured prior to the expiration date of the policy; or c. The policy clearly states that it is not renewable and is for a specific line, subclassification, or type of coverage that is not offered on a renewable basis. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc., with permission. PI-UMTER-DN (01/15) PHILADELPHIA One Bala Plaza, Suite 100 INSURANCE COMPANIES Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 T A Memherof the Tokio Marino Group PHLY.com PHILADELPHIA INSURANCE COMPANIES DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE REJECTION OPTION Terrorism Premium (Certified Acts)$ 0 You are hereby notified that under the Terrorism Risk Insurance Act, as amended, you have a right to purchase insurance coverage for losses resulting from acts of terrorism.As defined in Section 102(I) of the Act: The term"act of terrorism"means any act or acts that are certified by the Secretary of the Treasuryin consultation with the Secretary of Homeland Security, and the Attorney General of the United Statesto be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. YOU SHOULD KNOW THAT WHERE. COVERAGE IS PROVIDED BY THIS POLICY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM, SUCH LOSSES MAY BE PARTIALLY REIMBURSED BY THE UNITED STATES GOVERNMENT UNDER A FORMULA ESTABLISHED BY FEDERAL LAW. HOWEVER, YOUR POLICY MAY CONTAIN OTHER EXCLUSIONS WHICH MIGHT AFFECT YOUR COVERAGE, SUCH AS AN EXCLUSION FOR NUCLEAR EVENTS. UNDER THE FORMULA, THE UNITED STATES GOVERNMENT GENERALLY REIMBURSES 85% THROUGH 2O15; 84% BEGINNING ON JANUARY 1, 2016; 83% BEGINNING ON JANUARY 1, 2017; 82% BEGINNING ON JANUARY 1, 2018; 81% BEGINNING ON JANUARY 1, 2019 and 80%BEGINNING ON JANUARY 1, 2020, OF COVERED TERRORISM LOSSES EXCEEDING THE STATUTORILY ESTABLISHED ➢EDUCTIBLE PAID BY THE INSURANCE COMPANY PROVIDING THE COVERAGE. THE PREMIUM CHARGED FOR THIS COVERAGE IS PROVIDED BELOW AND DOES NOT INCLUDE ANY CHARGES FOR THE PORTION OF LOSS THAT MAY BE COVERED BY THE FEDERAL GOVERNMENT UNDER THE ACT. YOU SHOULD ALSO KNOW THAT THE TERRORISM RISK INSURANCE ACT, AS AMENDED, CONTAINS A $100 BILLION CAP THAT LIMITS U.S. GOVERNMENT REIMBURSEMENT AS WELL AS INSURERS' LIABILITY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM WHEN THE AMOUNT OF SUCH LOSSES IN ANY ONE CALENDAR YEAR EXCEEDS $100 BILLION. IF THE AGGREGATE INSURED LOSSES FOR ALL INSURERS EXCEED$I00 BILLION,YOUR COVERAGE MAY BE REDUCED. We will issue (or have issued) your policy with terrorism coverage unless you decline by placing an "X" in the box below. NOTE: You will want to check with entities that have an interest in your organization as they may require that you maintain terrorism coverage (e.g. mortgagees). I decline to purchase terrorism coverage. I understand that I will have no coverage for losses arising from 'certified' acts of terrorism, EXCEPT as noted above. Page 1 of 2 ( PI-UMTER-DN (01/15) i You, as the Insured, have 30 days after receipt of this notice to consider the selection/rejection of "terrorism" coverage. After this 30 day period, any request for selection or rejection of terrorism coverage WILL NOT be honored. REQUIRED IN GA—LIMITATION ON PAYMENT OF TERRORISM LOSSES (applies to policies which cover terrorism losses insured under the federal program, including those which only cover fire losses): The provisions of the Terrorism Risk Insurance Act, as amended, can limit our maximum liability for payment of losses from certified acts of terrorism. That determination will be based on a formula set forth in the law involving the national total of federally insured terrorism losses in an annual period and individual insurer participation in payment of such losses. If one or more certified acts of terrorism in an annual period causes the maximum liability for payment of losses from certified acts of terrorism to be reached, and we have satisfied our required level of payments under the law, then we will not pay for the portion of such losses above that maximum. However, that is subject to possible change at that time, as Congress may, under the Act, determine that payments above the cap will be made. NAMED INSURED: =-TVK AUtomatian LLC INSURED'S SIGNATURE: DATE: Page 2 of 2 HILADELPHIA One Bala Plaza, Suite 100 INSURANCE COMPANIES Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 A Member of theTekio Marine Group PHLY.com Philadelphia Indemnity Insurance Company COMMON POLICY DECLARATIONS Policy Number: PHSD1301371 Named Insured and Mailing Address: Producer: 6211 GO-TEK Automation LLC Kibble & Prentice Holding Company dba US 15503 20th PI W PO Box 370 Lynnwood, WA 98087-6304 601 Union St Ste 1000 Seattle, WA 98111 (206)441-6300 Policy Period From: 12/02/2017 To: 12/02/2018 at 12:01 A.M.Standard Time at your mailing address shown above. Business Description: Computer Consultant IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT,. PREMIUM Commercial Property Coverage Part Commercial General Liability Coverage Part Commercial Crime Coverage Part Commercial Inland Marine Coverage Part Commercial Auto Coverage Part Businessowners Workers Compensation Cyber Security Liability 1,946.00 Total $ 1,946.00 FORM (S)AND ENDORSEMENT(S) MADE A PART OF THIS POLICY AT THE TIME OF ISSUE Refer To Forms Schedule 'Omits applicable Forms and Endorsements if shhooww,',nn in specifc Coverage Part/Coverage Form Declarations CPD- PIIC (06114) ~( * � Secretary President and CEO Philadelphia Indemnity Insurance Company Form Schedule — Policy Policy Number: PHSD1301371 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description WHY MyPHLY 0000 WHY MyPHLY? CSNotice-1 1014 Making Things Easier BJP-190-1 1298 Commercial Lines Policy Jacket LAH-Notice 0813 Policyholder Notice (Loss Assistance Hotline) PP2015 0615 Privacy Policy Notice CPD-PIIC 0614 Common Policy Declarations PI-TER-DNS O115 Disclosure Notice Of Terrorism Ins Coverage Rejection Page 1 of 1 7�y PI-CYB-002 WA(08/12) P HILADELPHIA One Bala Plaza, Suite 100 INSURANCE COMPANIES Bala Cynwyd, Pennsylvania 19004 610,617,7900 Fax 610.617.7940 A Memberof[he Tokio Marine Gmup PHLY.Cam Philadelphia Indemnity Insurance Company CYBER SECURITY LIABILITY INSURANCE DECLARATIONS Policy Number: PHSD1301371 NOTICE: COVERAGES E., F., AND G. ARE CLAIMS MADE AND REPORTED COVERAGES - PLEASE READ THE ENTIRE POLICY CAREFULLY. ITEM 1: POLICY PERIOD Policy Period: From: 12/02/2017 To: 12/02/2018 (12:01 A.M. standard time at the address of the Named Insured) ITEM 2: INSURED DETAILS Name of Insured: GO-TEK Automation LLC Address: 15503 20th P1 W Lynnwood, WA 98087-6304 ITEM 3: PREMIUM DETAILS Policy Premium: $ 1,946.00 ITEM 4: COVERAGE LIMITS .__....-... ---r_...-..._.. . ......._.�.. INSURING AGREEMENTS PER LOSS OR CLAIM .........._...__ _.................. LIMIT OF LIABILITY A. Lass of Digital Assets $ 1,000,000 .._.r. .... .......... ,.._..._...... _. B. Non-Physical Business Interruption and Extra Expense $ 1,000,000 C. Cyber Extortion Threat $ 1,000,000 D. Security Event Costs $ 1,000,000 ......m.._........ ............... - E. Network Security and Privacy Liability Coverage $ 1,000,000 ................._m ...._....._.._...... F. Employee Privacy Liability Coverage $ 1,000,000 G. Electronic Media Liability Coverage $ 1,000,000 H. Cyber Terrorism Coverage $ 1,000,000 POLICY AGGREGATE LIMIT OF INSURANCE: $ 1,000,000 Special Expenses Aggregate Limit Page 1 of 3 PI-CYB-002 WA(08/12) Customer Notification Expenses Sublimit $ 1 000 000 Public Relations Expenses Sublimit $ 1 000,000 ITEM 5: DEDUCTIBLES, COINSURANCE AND TIME RETENTION 1. Deductibles (applicable only to the following) ..._--- ....... �._ .__ ................... ....... INSURING AGREEMENTS DEDUCTIBLE A. Loss of Digital Assets .....m....m... .._.._.m,._$. 5,000 Each Loss Y C. Cyber Extortion Threat $ 5,000 Each Loss D. Security Event Costs $ 5,000 000 Each Loss _................. ..............__ .............. .........,__ E. Network Security and Privacy Liability Coverage $ 5,000 Each Loss ..............................__.. ...... _ ................._ _._... F. Employee Privacy Liability Coverage $ 5,000 Each Loss ..�... ..._,,, ... -....... ... _ _ G. Electronic Media Liability Coverage $ 5,000 Each Loss .... ------ -..._._......__ .............. ..----, .... .. _ ....... H. Cyber Terrorism Coverage $ 5,000 Each Loss It. Coinsurance Percentage (applicable only to the following) INSURING AGREEMENTS/COVERAGE COINSURANCE% ................. .... B. Non-Physical Business Interruption and Extra Expense 0 Coinsurance Special Expenses 0 Coinsurance III. Time Retention(applicable only to the following) ._._.................... ___..... _.................__... .__.m._............._. INSURING AGREEMENT TIME RETENTION _............... ._. ...._.......... B. Non-Physical Business Interruption and Extra Expense 12 Hours .. . _ ......— . .... ................ .........� H. Cyber Terrorism 12 Hours ITEM 6: CLAIMS MADE DATES _. � PRIOR AND INSURING AGREEMENTS CONTINUITY RETROACTIVE PENDING DATE DATE LITIGATION .._...._� _ .__.. DATE E. Network Security and 11/02/2016m mm 11/02/2016 11�02/201fi Privacy Liabilitv Coverage _ F. Employee Privacy Liability 11/02/2016 1102/2016� 11/02/2016 Coverage G. Electronic Media Liability 11/02/2016 ����11/02/2016 11%02-�2016 Coverage Page 2 of 3 i i PI-CYB-002 WA(08/12) i' ITEM 7: Philadelphia indemnity Insurance Company CLAIMS CONTACT i Claims Department Philadelphia Insurance Companies P.O. Box 950 Bala Cynwyd, PA 19004 Cialmsrepoq@phlyins.com Fax: 1-800-685-9238 Phone: 1-800-765-9749 ITEM 8: POLICY FORM AND ENDORSEMENTS Policy Form: SEE FORMS SCHEDULE Endorsements: SEE FORMS SCHEDULE ITEM 9: SUPPLEMENTAL EXTENDED REPORTING PERIOD DETAILS Additional Premium for Supplemental Extended Reporting Period:; 100 % of the Annual Premium fora 12 Month Period or 100 % of the Annual Premium for an Unlimited Period. In witness whereof, the Insurer issuing this Policy has caused this Policy to be signed by its authorized officers, but it shall not be valid unless also signed by the duly authorized representative of the Insurer. President&CEO Authorized Representative Signature Date Page 3 of 3 I Philadelphia Indemnity Insurance Company Form Schedule — Cyber Security Liability Policy Number: PHSD1301371 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description eRisk Hub 0000 eRisk Hub Notice of Access PI-CYB-002 WA 0812 Cyber Security Liability Insurance Declarations PI-BELL-1 1109 Bell Endorsement PI-CME-1 1009 Crisis Management Enhancement Endorsement PI-CYB-001 0812 Cyber Security Liability Coverage Form PI-CYB-016 0417 Cap On Losses From Certified Acts Of Terrorism Endt PI-CYB-WA-1 0213 Washington Amendatory Endorsement Page 1 of 1 PI-TER-DN1 (01/15) Policy Number: PHSD1301371 Named Insured: GO-TEK avtnma ri nn raD PHILADELPHIA. One Bala Plaza, Suite 100 INSURANCE COMPANIES Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 AMmnberofthe Tokio Marine Croup PHLY.Com PHILADELPHIA INSURANCE COMPANIES DISCLOSURE NOTICE OF TERRORISM INSURANCE COVERAGE REJECTION OPTION You are hereby notified that under the Terrorism Risk Insurance Act, as amended, you have a right to purchase insurance coverage for losses resulting from acts of terrorism.As defined in Section 102(I) of the Act: The term"act of terrorism"means any act or acts that are certified by the Secretary of the Treasmy in consultation with the Secretary of Homeland Security, and the Attorney General of the United States—to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure;to have resulted in damage within the United States,or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. YOU SHOULD KNOW THAT WHERE. COVERAGE IS PROVIDED BY THIS POLICY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM, SUCH LOSSES MAY BE PARTIALLY REIMBURSED BY THE UNITED STATES GOVERNMENT UNDER A FORMULA ESTABLISHED BY FEDERAL LAW. HOWEVER, YOUR POLICY MAY CONTAIN OTHER EXCLUSIONS WHICH MIGHT AFFECT YOUR COVERAGE, SUCH AS AN EXCLUSION FOR NUCLEAR EVENTS. UNDER THE FORMULA, THE UNITED STATES GOVERNMENT GENERALLY REIMBURSES 85% THROUGH 2O15; 84% BEGINNING ON JANUARY 1, 2016; 83% BEGINNING ON JANUARY 1, 2017; 82% BEGINNING ON JANUARY 1, 2018; 81% BEGINNING ON JANUARY 1, 2019 and 80%BEGINNING ON JANUARY 1, 2020, OF COVERED TERRORISM LOSSES EXCEEDING THE STATUTORILY ESTABLISHED DEDUCTIBLE PAID BY THE INSURANCE COMPANY PROVIDING THE COVERAGE. THE PREMIUM CHARGED FOR THIS COVERAGE IS PROVIDED BELOW AND DOES NOT INCLUDE ANY CHARGES FOR THE PORTION OF LOSS THAT MAY BE COVERED BY THE FEDERAL GOVERNMENT UNDER THE ACT. YOU SHOULD ALSO KNOW THAT THE TERRORISM RISK INSURANCE ACT, AS AMENDED, CONTAINS A $100 BILLION CAP THAT LIMITS U.S. GOVERNMENT REIMBURSEMENT AS WELL AS INSURERS' LIABILITY FOR LOSSES RESULTING FROM CERTIFIED ACTS OF TERRORISM WHEN THE AMOUNT OF SUCH LOSSES IN ANY ONE CALENDAR YEAR EXCEEDS $100 BILLION. IF THE AGGREGATE INSURED LOSSES FOR ALL INSURERS EXCEED$100 BILLION,YOUR COVERAGE MAY BE REDUCED. Your attached proposal (or policy) includes a charge for terrorism. We will issue (or have issued) your policy with terrorism coverage unless you decline by placing an "X" in the box below. NOTE 1: If "included" is shown on your proposal (or policy) for terrorism you WILL NOT have the option to reject the coverage. NOTE 2: You will want to check with entities that have an interest in your organization as they may require that you maintain terrorism coverage (e.g. mortgagees). EXCEPTION: If you have property coverage on your policy, the following Standard Fire Policy states do not permit an Insured to reject fire ensuing from terrorism: CA, CT, GA, HI, IA, IL, MA, ME, MO, NJ, NY, NC, OR, RI, VA, WA, WV, WI. Therefore, if you are domiciled in the above states and reject terrorism coverage, you will still be charged for fire ensuing from terrorism as separately designated on your proposal. Page 1 of 2 PI-TER-DN1 (01/15) I decline to purchase terrorism coverage. I understand that I will have no coverage for losses arising from "certified" acts of terrorism, EXCEPT as noted above. You, as the Insured, have 30 days after receipt of this notice to consider the selection/rejection of "terrorism" coverage. After this 30 day period, any request for selection or rejection of terrorism coverage WILL NOT be honored. REQUIRED IN GA—LIMITATION ON PAYMENT OF TERRORISM LOSSES(applies to policies which cover terrorism losses insured under the federal program, including those which only cover fire losses) The provisions of the Terrorism Risk Insurance Act, as amended, can limit our maximum liability for payment of losses from certified acts of terrorism. That determination will be based on a formula set forth in the law involving the national total of federally insured terrorism losses in an annual period and individual insurer participation in payment of such losses. If one or more certified acts of terrorism in an annual period causes the maximum liability for payment of losses from certified acts of terrorism to be reached, and we have satisfied our required level of payments under the law, then we will not pay for the portion of such losses above that maximum. However, that is subject to possible change at that time, as Congress may, under the Act, determine that payments above the cap will be made. INSURED'S SIGNATURE DATE Page 2 of 2 PI-BELL-1 (11/09) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BELL ENDORSEMENT PHILADELPHIA One Bala Plaza, Suite 100 INSURANCE COMPANIES Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 emher of theTbkit,Marne Group PHLY=m Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement, and the policy is amended as follows: I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS The following is a summary of Limits of Liability or Limits of Insurance and/or additional coverages provided by this endorsement. This endorsement is subject to the provisions of the policy to which it is attached. COVERAGE LIMITS OF INSURANCE Business Travel Accident Benefit $50,000 Conference Cancellation $25,000 Donation Assurance $50,000 Emergency Real Estate Consulting Fee $50,000 Fundraising Event Blackout $25,000 Identity Theft Expense $50,000 Image Restoration and Counseling $50,000 Key Individual Replacement Expenses $50,000 Kidnap Expense $50,000 Political Unrest $5,000 per employee: $25,000 policy limit Temporary Meeting Space Reimbursement $25,000 Terrorism Travel Reimbursement $50,000 Travel Delay Reimbursement $1,500 Workplace Violence Counseling $50,000 Page 1 of 8 ©2009 Philadelphia Insurance Companies I I I PI-BELL-1 (11109) II. CONDITIONS A. Applicability of Coverage Coverage provided by your policy and any endorsements attached thereto is amended by this endorsement where applicable, B. Limits of Liability or Limits of Insurance 1. When coverage is provided by this endorsement and another coverage form or endorsement attached to this policy,the greater limits of liability or limits of insurance will apply. In no instance will multiple limits apply to coverages which may be duplicated within this policy. Additionally, if this policy and any other coverage part or policy issued to you by us, or any company affiliated with us, apply to the same occurrence, offense, wrongful act, accident or loss, the maximum limits of liability or limits of insurance under all such coverage parts or policies combined shall not exceed the highest applicable limits of liability or limits of insurance under any one coverage part or policy. 2. Limits of liability or limits of insurance identified in Section I. SCHEDULE OF ADDITIONAL COVERAGES AND LIMITS above are not excess of, but are in addition to the applicable Limits of Liability or Limits of Insurance stated in the Declarations. C. Claim Expenses Coverages provided herein are not applicable to the generation of claim adjustment costs by you; such as fees you may incur by retaining a public adjuster or appraiser. III. ADDITIONAL COVERAGES A. Business Travel Accident Benefit We will pay a Business Travel Accident Benefit to the insured if a director or officer suffers injury or death while traveling on a common carrier for your business during the policy period. For the purpose of Business Travel Accident Benefit coverage, injury means: 1. Physical damage to the body caused by violence, fracture, or an accident that results in loss of life not later than one hundred eighty(180)days after the policy expiration, the date of cancellation or the date of non-renewal; 2. Accidental loss of limbs or multiple fingers; 3. Total loss of sight, speech or hearing. The limit of insurance for this coverage is$50,000 per policy period for all insureds combined. No deductible applies to this coverage. The Business Travel Accident Benefit shall not be payable if the cause of the injury was: 1. An intentional act by the insured; 2. An act of suicide or attempted suicide; 3. An act of war; or 4. A disease process. Page 2 of 8 ©2009 Philadelphia Insurance Companies i PI-BELL-1 (11/09) B. Conference Cancellation We will reimburse the insured for any business-related conference expenses, paid by the insured and not otherwise reimbursed, for a canceled conference that an employee was scheduled to attend. The cancellation must be due directly to a "natural catastrophe" or a "communicable disease"outbreak that forces the cancellation of the conference. With respect to a conference cancellation claim, it is further agreed as follows: 1. The insured employee must have registered for the conference at least thirty(30) days prior to the cancellation; and 2. The cancellation must be ordered by a local, state or federal Board of Health or other governmental authority having jurisdiction over the location of the conference. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. C. Donation Assurance If the insured is a 501(c)(3)status non-profit organization as defined in the United States Internal Revenue Code, we will reimburse the insured for"failed donation claim(s)." With respect to any"failed donation claim," it is further agreed as follows 1. The donor must not have been in bankruptcy, nor have filed for bankruptcy or reorganization in the past seven (7) years prior to the time said pledge was made to the insured; 2. For non-cash donations, our payment of a"failed donation claim'shall be based on the fair market value of said non-cash donation at the time of the"failed donation claim'; 3. In the case of unemployment or incapacitation of a natural person donor and as a condition of payment of the "failed donation claim": a. Neither the natural person donor nor the insured shall have had reason to believe the donor would become unemployed or incapacitated subsequent to the donation date; and b. The donor shall be unemployed for at least sixty (60) days prior to a claim being submitted by the insured; 4. No coverage shall be afforded for a written pledge of funds or other measurable, tangible property to the insured dated prior to the policy period; and 5. A donation amount which is to be collected by the insured over more than a twelve (12) month period shall be deemed a single donation. The limit of insurance for this coverage is$50,000 per policy period for all insureds combined. No deductible applies to this coverage. D. Emergency Real Estate Consulting Fee We will reimburse the insured any realtor's fee or real estate consultant's fee necessitated by the insured's need to relocate due to the "unforeseeable destruction"of the insured's "principal location" listed in the Declarations during the policy period. The limit of insurance for this Page 3 of B ©2009 Philadelphia Insurance Companies PI-BELL-1 (11/09) coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. E. Fundraising Event Blackout We will reimburse the insured for"fundraising expenses'that are incurred due to the cancellation of a fundraising event caused by the lack of electric supply resulting in a power outage, provided the fundraising event is not re-scheduled. The fundraising event must have been planned at least thirty(30) days prior to the power outage. The limit of insurance for this coverage is $25,000 per policy period for all insureds combined. No deductible applies to this coverage. F. Identity Theft Expense We will reimburse any present director or officer of the named insured for"identity theft expenses" incurred as the direct result of any "identity theft"first discovered and reported during the policy period; provided that it began to occur subsequent to the effective date of the insured's first policy with us. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. G. Image Restoration and Counseling We will reimburse the insured for expenses incurred for image restoration and counseling arising out of"improper acts" by any natural person. Covered expenses are limited to: 1. The costs of rehabilitation and counseling for the accused natural person insured, provided the natural person insured is not ultimately found guilty of criminal conduct; this reimbursement to occur after acquittal of the natural person insured; 2. The costs charged by a recruiter or expended on advertising, for replacing an officer as a result of"improper acts'; and 3. The costs of restoring the named insured's reputation and consumer confidence through image consulting. The limit of insurance for this coverage is$50,000 per policy period for all insureds combined. No deductible applies to this coverage. H. Key Individual Replacement Expenses We will pay "key individual replacement expenses" if the Chief Executive Officer or Executive Director suffers an "injury"during the policy period which results in the loss of life during the policy period. The limit of insurance for this coverage is the lesser of$50,000 or ten (10)times the annual premium paid for this policy. No deductible applies to this coverage. L Kidnap Expense We will pay on behalf of any director or officer of the insured, reasonable fees incurred as a result of the kidnapping of them or their spouse, "domestic partner," parent or child during the policy period. Coverage will not apply to any kidnapping by or at the direction of any present or former family member of the victim. Reasonable fees will include: Page 4 of 8 ©2009 Philadelphia Insurance Companies PI-BELL-1 (11/09) 1. Fees and costs of independent negotiators, 2. Interest costs for any loan from a financial institution taken by you to pay a ransom demand or extortion threat; 3. Travel costs and accommodations incurred by the named insured; 4. Reward money paid to an informant which leads to the arrest and conviction of parties responsible for loss covered under this insurance; and 5. Salary, commissions and other financial benefits paid by you to a director or officer. Such compensation applies at the level in effect on the date of the kidnap and ends upon the earliest of: a. Up to thirty(30) days after their release, if the director or officer has not yet returned to work; b. Discovery of their death; c. One hundred twenty(120)days after the last credible evidence following abduction that they are still alive; or d. Twelve (12) months after the date of the kidnapping. The limit of insurance for this coverage is $50,000 each policy period for all insureds combined. No deductible applies to this coverage. J. Political Unrest Coverage We will reimburse any present director, officer, employee or volunteer of the named insured while traveling outside the United States of America for"emergency evacuation expenses" that are incurred as a result of an incident of"political unrest." This "political unrest" most occur during the policy period. No coverage is granted for travel to countries in a state of"political unrest" at the time of departure of the travel. The limit of insurance for this coverage is$5,000 per covered person, subject to a maximum of$25,000 per policy period for all insureds combined. No deductible applies to this coverage. K. Temporary Meeting Space Reimbursement We will reimburse the insured for rental of meeting space which is necessitated by the temporary unavailability of the insured's primary office space due to the failure of a climate control system, or leakage of a hot water heater during the policy period. Coverage will exist only for the renting of temporary meeting space required for meeting with parties who are not insured under this policy. The limit of insurance for this coverage is$25,000 per policy period for all insureds combined. No deductible applies to this coverage. L. Terrorism Travel Reimbursement We will reimburse any present director or officer of the named insured in the event of a .'certified act of terrorism"during the policy period which necessitates that he/she incurs "emergency travel expenses." The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. Page 5 of 8 ©2009 Philadelphia Insurance Companies I PI-BELL-1 (11109) M. Travel Delay Reimbursement We will reimburse any present director or officer of the named insured for any"non- reimbursable expenses" they incur as a result of the cancellation of any regularly scheduled business travel on a common carrier. The limit of insurance for this coverage is $1,500 per policy period for all insureds combined. A seventy-two (72) hour waiting period deductible applies to this coverage. N. Workplace Violence Counseling We will reimburse the insured for emotional counseling expenses incurred directly as a result of a "workplace violence" incident at any of the insured's premises during the policy period. The emotional counseling expenses incurred must have been for, 1. Your employees who were victims of,or witnesses to the"workplace violence'; 2. The spouse, "domestic partner," parents or children of your employees who were victims of, or witnesses to the "workplace violence'; and 3. Any other person or persons who directly witnessed the "workplace violence' incident. The limit of insurance for this coverage is $50,000 per policy period for all insureds combined. No deductible applies to this coverage. IV. DEFINITIONS For the purpose of this endorsement, the following definitions apply: A. "Certified act of terrorism' means any act so defined under the Terrorism Risk Insurance Act, and its amendments or extensions. B. "Communicable disease' means an illness, sickness, condition or an interruption or disorder of body functions, systems or organs that is transmissible by an infection or a contagion directly or indirectly through human contact, or contact with human fluids, waste, or similar agent, such as, but not limited to Meningitis, Measles or Legionnaire's Disease. C. "Domestic partner" means any person who qualifies as a domestic partner under the provisions of any federal, state or local statute or regulation, or under the terms and provisions of any employee benefit or other program established by the named insured. D. "Emergency evacuation expenses' mean: 1. Additional lodging expenses; 2. Additional transportation costs, 3. The cost of obtaining replacements of lost or stolen travel documents necessary for evacuation from the area of"political unrest"; and 4. Translation services, message transmittals and other communication expenses, provided that these expenses are not otherwise reimbursable. E. "Emergency travel expenses" mean: Page 6 of 8 ©2009 Philadelphia Insurance Companies i PI-BELL-1 (11109) 1, Hotel expenses incurred which directly result from the cancellation of a scheduled transport by a commercial transportation carrier, resulting directly from and within forty-eight(48) hours of a "certified act of terrorism"; and 2. The increased amount incurred which may result from re-scheduling comparable transport, to replace a similarly scheduled transport canceled by a commercial transportation carrier in direct response to a "certified act of terrorism"; provided that these expenses are not otherwise reimbursable. F. "Failed donation claim' means written notice to the insured during the policy period of: 1. The bankruptcy or reorganization of any donor whereby such bankruptcy or reorganization prevents the donor from honoring a prior written pledge of funds or other measurable, tangible property to the insured; or 2. The unemployment or incapacitation of a natural person donor preventing him/her from honoring a prior written pledge of funds or other measurable, tangible property to the insured. G. "Fundraising expenses" mean deposits forfeited and other charges paid by you for catering services, property and equipment rentals and related transport, venue rentals, accommodations (including travel), and entertainment expenses less any deposits or other fees refunded or refundable to you. H. "Identity theft" means the act of knowingly transferring or using, without lawful authority, a means of identification of any director or officer(or spouse or"domestic partner'thereof) of the named insured with the intent to commit, or to aid or abet another to commit, any unlawful activity that constitutes a violation of federal law or a felony under any applicable state or local law. I. "Identity theft expenses"mean: 1. Costs for notarizing affidavits or similar documents attesting to fraud required by financial institutions or similar credit grantors or credit agencies; 2. Costs for certified mail to law enforcement agencies, credit agencies,financial institutions or similar credit grantors, and 3. Loan application fees for re-applying for a loan or loans when the original application is rejected solely because the lender received incorrect credit information. J. "Improper acts" means any actual or alleged act of: 1. Sexualabuse; 2. Sexual intimacy; 3. Sexual molestation; or 4. Sexual assault; committed by an insured against any natural person who is not an insured. Such "improper acts" must have been committed by the insured while in his or her capacity as an insured. K. "Injury"whenever used in this endorsement, other than in Section III.A. Business Travel, Page 7 of 8 ©2009 Philadelphia Insurance Companies PI-BELL-1 (11/09) means any physical damage to the body caused by violence, fracture or an accident. L. "Key individual replacement expenses" mean the following necessary expenses: 1. Costs of advertising the employment position opening; 2. Travel, lodging, meal and entertainment expenses incurred in interviewing job applicants for the employment position opening: and 3. Miscellaneous extra expenses incurred in finding, interviewing and negotiating with the job applicants, including, but not limited to, overtime pay, costs to verify the background and references of the applicants and legal expenses incurred to draw up an employment contract. M. "Natural catastrophe" means hurricane, tornado, earthquake or flood. N. "Non-reimbursable expenses" means the following travel-related expenses incurred after a seventy-two(72) hour waiting period, beginning from the time documented on the proof of cancellation, and for which your director or officer produces a receipt: 1. Meals and lodging; 2. Alternative transportation; 3. Clothing and necessary toiletries, and 4. Emergency prescription and non-prescription drug expenses. O. "Political unrest" means: 1. A short-term condition of disturbance, turmoil or agitation within a foreign country that poses imminent risks to the security of citizens of the United States; 2, A long-term condition of disturbance, turmoil or agitation that makes a foreign country dangerous or unstable for citizens of the United States; or 3. A condition of disturbance, turmoil or agitation in a foreign country that constrains the United States Government's ability to assist citizens of the United States, due to the closure or inaccessibility of an embassy or consulate or because of a reduction of its staff for which either an alert or travel warning has been issued by the United States Department of State. P. "Principal location" means the headquarters, home office or main location where most business is substantially conducted. Q. "Unforeseeable destruction" means damage resulting from a"certified act of terrorism,"fire, collision or collapse which renders all of the insured's "principal locations" completely unusable. R. "Workplace violence" means any intentional use of or threat to use deadly force by any person with intent to cause harm and that results in bodily"injury" or death of any person while on the insured's premises. Page 8 of 8 ©2009 Philadelphia Insurance Companies I PI-CME-1 (10/09) i THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CRISIS MANAGEMENT ENHANCEMENT ENDORSEMENT Unless otherwise stated herein, the terms, conditions, exclusions and other limitations set forth in this endorsement are solely applicable to coverage afforded by this endorsement, and the policy is amended as follows: Solely for the purpose of this endorsement: 1)The words "you" and "your refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. 2) The words "we," "us" and "our" refer to the company providing this insurance. I. SCHEDULE OF ADDITIONAL COVERAGE AND LIMITS The following is the Limit of Liability provided by this endorsement. This endorsement is subject to the provisions of the policy to which it is attached. Crisis Management Expense $25.000 IL CONDITIONS A. Applicability of Coverage Coverage provided by your policy and any endorsements attached thereto is amended by this endorsement where applicable. All other terms and conditions of the policy or coverage part to which this endorsement is attached remain unchanged. B. Limits of Liability or Limits of Insurance When coverage is provided by this endorsement and any other coverage form or endorsement attached to this policy, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But we will not pay more than the applicable Limit of Liability or Limit of Insurance. C. Claim Expenses Coverages provided herein are not applicable to the generation of claim adjustment costs by you; such as fees you may incur by retaining a public adjuster or appraiser. III. ADDITIONAL COVERAGES A. We will reimburse you for"crisis management emergency response expenses' incurred because of an "incident'giving rise to a"crisis" to which this insurance applies. The amount of such reimbursement is limited as described in Section II. CONDITIONS, B. Limits of Liability or Limits of Insurance. No other obligation or liability to pay sums or perform acts or services is covered. B. We will reimburse only those "crisis management emergency response expenses"which are incurred during the policy period as shown in the Declarations of the policy to which this coverage is attached and reported to us within six(6) months of the date the "crisis'was initiated. Page 1 of 2 PI-CME-1 (10/09) IV. DEFINITIONS A. "Crisis' means the public announcement that an "incident" occurred on your premises or at an event sponsored by you. B. "Crisis management emergency response expenses" mean those expenses incurred for services provided by a "crisis management firm." However, "crisis management emergency response expenses" shall not include compensation, fees, benefits, overhead, charges or expenses of any insured or any of your employees, nor shall "crisis management emergency response expenses" include any expenses that are payable on your behalf or reimbursable to you under any other valid and collectible insurance. C. "Crisis management firm" means any service provider you hire that is acceptable to us. Our consent will not be unreasonably withheld. D. "Incident" means an accident or other event, including the accidental discharge of pollutants, resulting in death or serious bodily injury to three or more persons. E. "Serious bodily injury' means any injury to a person that creates a substantial risk of death, serious permanent disfigurement, or protracted loss or impairment of the function of any bodily member or organ. Page 2 of 2 PI-CYB-001 (08/12) CYBER SECURITY LIABILITY COVERAGE FORM COVERAGES E., F., AND G. ARE CLAIMS MADE AND REPORTED COVERAGES. CLAIM EXPENSES ARE INCLUDED WITHIN THE AVAILABLE LIMIT OF INSURANCE. ANY CLAIM EXPENSES PAID UNDER THIS COVERAGE FORM WILL REDUCE THE AVAILABLE LIMITS OF INSURANCE AND MAY EXHAUST THEM COMPLETELY. PLEASE READ THE ENTIRE POLICY CAREFULLY. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you"and "your" refer to the named insured shown in the Declarations, and any other person or organization qualifying as a named insured under this policy. The words "we,""us"and 'bur" refer to the company providing this insurance. Other words and phrases that appear in bold have special meaning. Refer to Section III. DEFINITIONS. In consideration of the payment of the premium and in reliance upon all statements and information furnished to us, including all statements made in the application form, its attachments and the material incorporated therein, which are incorporated herein and deemed to be a part of this policy, we agree as follows: I. INSURING AGREEMENTS We will only provide coverage under this policy when a limit of insurance is shown in ITEM 4 in the Declarations, and only until such limit of insurance has been exhausted. Any payment or reimbursement to you or on your behalf shall reduce the available POLICY AGGREGATE LIMIT OF INSURANCE stated in the policy Declarations. We, in your name and on your behalf, shall have the right and duty to investigate, defend and conduct settlement negotiations, including selection of defense counsel, in any claim or suit. A. Loss of Digital Assets We will indemnify you for loss you incur, in excess of the applicable deductible, including special expenses, as a direct result of damage, alteration, corruption,distortion,theft, misuse, or destruction of your digital assets, directly caused by a covered cause of loss. Such covered cause of loss must first occur and be discovered by a knowledgeable person during the policy period, and must be reported by you to us as soon as practicable, however in no event no later than sixty(60)days after the expiration of the policy period. Covered expenses and costs will be reimbursed for a period of up to twelve (12)months following the discovery of the damage, alteration, corruption, distortion, theft, misuse, or destruction of your digital assets, unless specified otherwise by endorsement to this policy. We will only indemnify you for losses where you provide clear evidence that loss resulted from a covered cause of loss. B. Non-Physical Business Interruption and Extra Expense We will reimburse you for income loss, interruption expenses, and special expenses incurred by you during the period of restoration directly as a result of the total or partial interruption,degradation in service, or failure of the computer system that exceeds the time retention shown in the Declarations, and which is caused directly by a covered cause of loss. PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 1 of 23 PI-CYB-001 (08/12) A covered cause of loss under this section must first occur and be discovered by a knowledgeable person during the policy period, and reported by you to us no later than sixty(60)days after the expiration of the policy period. C. Cyber Extortion Threat We will reimburse you for the extortion expenses and extortion monies, in excess of the applicable deductible shown in the Declarations, paid by you and resulting directly from any credible threat or series of credible threats that include a demand for extortion monies that first occurs during the policy period. Extortion expenses and extortion monies shall not be paid without prior consultation with us and with our express written consent. You must make every reasonable effort to notify the local law enforcement authorities; and notify the Federal Bureau of Investigation or similar equivalent foreign agency, before surrendering any extortion monies in response to an extortion demand. D. Security Event Costs We will reimburse you for security event costs and special expenses, in excess of the applicable deductible shown in the Declarations, up to the Limit of Liability for Insuring Agreement D.shown in the Declarations, when you incur security event costs or special expenses during the period of recovery from a security breach, privacy breach, or breach of privacy regulations that first occurs and is reported to us during the policy period and such costs directly result from either, 1. Complying with any statute, rule or regulation or from a judgment or settlement to which we have consented in writing, consent decree, or other legal obligation,to notify the affected individuals of such security breach; or 2. Minimizing harm to your brand or reputation from an adverse media report. Such security event costs shall include claim expenses, subject to our express written consent, as a result of a civil regulatory action, including a regulatory compensatory award, civil penalty or fine, to the extent insurable by law,when imposed by a state,federal or governmental regulatory body against you. Security event costs shall also include amounts which you are legally obligated to deposit in a fund as equitable relief for the payment of consumer claims due to an adverse judgment or settlement of a regulatory proceeding (including such amounts required to be paid into a "Consumer Redress Fund"); but shall not include payments to charitable organizations or disposition of such funds other than for payment of consumer claims for losses caused by an event covered under Insuring Agreements E. or F. of this policy. You must report such costs no later than sixty(60)days after the expiration of the policy period. All security event costs and special expenses incurred solely to minimize harm to your brand or reputation from a newsworthy event require our prior written consent; such consent shall not be unreasonably withheld. We will not make any payment under Insuring Agreement D.unless the security breach, privacy breach, or breach of privacy regulations first occurs within the policy period and after the retroactive date stated in the Declarations; is discovered by a knowledgeable person within the policy period and is reported to us within sixty days(60)after the end of the policy period. Coverage under this paragraph is limited to the aggregate limit of insurance shown in the Declarations as applying to Insuring Agreement D. In no event will we provide coverage for such costs where they are recoverable under Insuring Agreement B. E. Network Security And Privacy Liability Coverage We shall pay on your behalf those amounts, in excess of the applicable deductible shown in the Declarations, which you are legally obligated to pay as damages and claim expenses PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 2 of 23 i PI-CYB-001 (08/12) arising from your acts, errors or omissions, or from acts, errors or omissions of others for whom you are legally responsible, including outsourcers or vendors, provided such acts, errors or omissions result in or follow a security breach or privacy breach and occur on or after the retroactive date set forth in the Declarations and before the end of the policy period. Damages and claim expenses must arise from a claim(s)first made against you during the policy period and reported to us in writing within sixty days (60)after the end of the policy period or within the Supplemental Extended Reporting Period, if purchased. F. Employee Privacy Liability Coverage We shall pay on your behalf those amounts, in excess of the applicable deductible shown in the Declarations,which you are legally obligated to pay as damages and claim expenses arising out of a privacy breach or the breach of privacy regulations by you or by others for whom you are legally responsible, including outsourcers and vendors, that results in damage to any employee or employees of yours provided the breach occurs on or after the retroactive date set forth in the Declarations and before the end of the policy period. Damages and claim expenses must arise from a claim(s)first made against you during the policy period and reported to us within sixty days(60)after the end of the policy period or within the Supplemental Extended Reporting Period, if purchased. G. Electronic Media Liability Coverage We shall pay on your behalf all sums, in excess of the applicable deductible shown in the Declarations, which you are legally obligated to pay as damages and claim expenses as a result of any claim first made against you during the policy period and reported in writing to us within sixty days (60)after the end of the policy period for an electronic media peril provided that such electronic media peril occurs on or after the retroactive date set forth in the Declarations and before the end of the policy period, or within the Supplemental Extended Reporting Period, if purchased,for any electronic media peril that first occurred on or after the retroactive date. H. Cyber Terrorism Coverage We will reimburse you for income loss, interruption expenses and special expenses in excess of the applicable deductible shown in the Declarations, incurred by you during the period of restoration directly as a result of total or partial interruption, degradation in service, or failure of the computer system that exceeds the time retention and which is directly caused by an act of terrorism. Such act of terrorism must be discovered by a knowledgeable person during the policy period and reported to us within sixty (60)days after the end of the policy period. It. COVERED CAUSES OF LOSS A. Accidental Damage or Destruction 1. Accidental physical damage or destruction of electronic media, so that stored digital assets are no longer machine-readable; 2. Failure in power supply or under/over voltage, only if such power supply is under your direct operational control. Direct operational control includes back-up generators; or 3. Electrostatic build-up and static electricity. B. Administrative or Operational Mistakes An accidental, unintentional, or negligent act, mistake,error or omission in: 1. The entry or modification of your electronic data; PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 3 of 23 I PI-CYB-001 (08112) i 2. The creation, handling, development, modification, or maintenance of your digital assets; or 3. On-going computer system operation or maintenance, by your employee or a BPO service provider or outsourced IT service provider. Administrative or operational mistakes shall not include normal wear and tear or degradation of your computer system or any computer system for which you are legally liable, due to normal use. C. Computer Crime and Computer Attacks An act, mistake, negligent error or omission in the operation of your computer system or handling of your digital assets by your employee,or by a BPO service provider or outsourced IT service provider, that fails to prevent or hinder any of the following attacks which was intended to maliciously cause harm to your computer system: 1. Denial of service; 2. Malicious code; 3. Unauthorized access; or 4. Unauthorized use. III. DEFINITIONS The following definitions shall apply equally to the singular and plural forms of the respective words: A. Act of terrorism means an act, including but not limited to the use of force or violence and/or the threat thereof, of any person or group(s)of persons, whether acting alone or on behalf of, or in connection with any organization(s)or government(s), committed for political, religious, ideological, or similar purposes including the intention to influence any government and/or put the public, or any section of the public, in fear. B. Adverse media report means a broadcast or publication to the general public of a newsworthy event. C. Application means all applications, including any attachments thereto, and all other information and materials submitted by or on your behalf to us, in connection with the underwriting of this policy. All such applications,attachments, information and materials are deemed attached to and incorporated into this policy. D. Bodily injury means physical injury, sickness, disease, disability, mental anguish, mental injury or emotional distress caused by a person, including death resulting therefrom at any time. E. BPO service provider means any third party independent contractor that provides business process outsourcing services for your benefit under a written contract with you, including but not limited to, call center services,fulfillment services, and logistical support. F. Claim means a written demand received by you for monetary or non-monetary damages, or the service of a suit or institution of arbitration proceedings arising from your acts,errors or omissions or from acts, errors or omissions of others for whom you are legally responsible, including outsourcers or vendors. Claim shall also include any request to toll the statute of limitations relating to a potential claim involving an alleged act, error, or omission. PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 4 of 23 I I PI-CYB-001 (08/12) G. Claim expenses mean: 1. Reasonable and necessary fees charged by an attorney whom we pre-approve in writing; 2. All other legal costs and expenses resulting from the investigation, adjustment, defense and appeal of a claim, suit, or proceeding arising in connection therewith, or circumstance which might lead to a claim, if incurred by us, or by you with our prior written consent,such consent not to be unreasonably withheld. However claim expenses do not include your overhead expenses or any salaries, wages, fees,or benefits of your employees for any time spent in cooperating in the defense and investigation of any claim or circumstance that might lead to a claim notified under this policy; or 3. Appeal bonds for covered judgments or bonds to release property used to secure a legal obligation, if required in any claim against you; provided we shall have no obligation to appeal or to obtain bonds. H. Coinsurance percentage means the percentage of contribution that you will retain of covered losses or expenses. I. Computer hardware means the physical components of any computer system including CPU's, memory storage devices,storage media, and input/output devices and other peripheral devices and components including but not limited to cable, connectors, fiber optics, networking equipment, electronic data storage devices, input and output devices, backup facilities, wire, power supply units, keyboards,display monitors and audio speakers. J. Computer program(s)means an organized set of instructions that,when executed, causes a computer to behave in a predetermined manner. Computer programs)include but are not limited to communications, networking, operating system, internet hosting applications, data processing and related computer programs used to create, maintain, modify, process, retrieve, store,and/or transmit electronic data. K. Computer system means an electronic, wireless, web or similar systems (including all computer hardware, computer programs and electronic data)used to process data or information in an analog, digital, electronic or wireless format, including but not limited to, associated input and output devices,data storage devices, networking equipment, wired or wireless peripherals, electronic backup facilities, and media libraries,that is owned or leased, operated and controlled by you or operated by an independent contractor authorized to provide BPO services or outsourced IT services for you. L. Continuity date means those dates as set forth as such in ITEM 6 in the Declarations. M. Corporate Information breach means public disclosure of an organization's non-public information that: (a) is in your care, custody or control; and (b) was provided to you under a written confidentiality/non-disclosure agreement. N. Covered cause of loss means the types of perils covered by this policy, as defined in Section II.above. O. Credible threat means a threat to: 1. Release, divulge, disseminate,destroy or use your digital assets acquired by unauthorized access or unauthorized use of your computer system; 2. Introduce malicious code into your computer system; 3. Corrupt, damage or destroy your computer system; PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 5 of 23 PI-CYB-001 (08112) 4. Electronically communicate with your customers and falsely claim to be you or to be acting under your direction in order to falsely obtain personal confidential information of your customers (also known as"pharming,""phishing,"or other types of false communications);or 5. Restrict or hinder access to your computer system, including the threat of a criminal or malicious denial of service. P. Credit protection services means free credit report, identity theft protection services, credit monitoring services,credit freezes or fraud alerts for the affected individuals as appropriate. Credit protection services must be reasonable and necessary costs which you incur subject to our prior written consent, such consent not to be unreasonably withheld. With respect to credit monitoring services or identity theft protection services,we will reimburse only for twelve (12) months of such costs for each affected individual beginning on the date of your discovery of such security breach or privacy breach, unless there is a rule, regulation, agreement or statute requiring otherwise. Q. Customer notification expenses means reasonable and necessary legal expenses, postage expenses, and related advertising expenses you incur and to which we pre- approve in writing in order to comply with state or federal privacy legislation mandating customer notification in the event of the actual or suspected unauthorized access by a third party to non-public personal financial or medical information of an individual person. Customer notification expenses do not include public relations expenses or other consultant or vendor services. R. Damages means a monetary judgment, award, or settlement, including punitive damages or exemplary damages where insurable by law, as determined by the applicable law that most favors coverage for such damages, but does not include the multiple part of any multiplied damage award,fines, taxes, sanctions or statutory penalties, including those based upon legal fees whether imposed by law, court or otherwise. The definition of damages shall not include or mean: 1. Your future profits, restitution, or disgorgement of profits or lost income; or the cost to comply with orders granting injunctive relief, including specific performance, or any agreement to provide such relief; 2. Return, reduction, loss, restitution or offset of fees, charges, royalties, lost profits or commissions for goods or services already provided or contracted to be provided; 3. Liquidated damages pursuant to a contractual provision,fines or penalties; 4. Any amount which you are not financially or legally obligated to pay; 5. Matters that may be deemed uninsurable under the law pursuant to which this policy may be construed; 6. Costs to comply with injunctive, non-monetary or declaratory relief orders; including specific performance or any agreement to provide such relief; 7. Costs incurred to convert, re-perform or complete any work; or B. Discounts, coupons, refunds or other incentives offered to your customers or clients. S. Denial of service means unauthorized or unexpected interference or malicious attack by any person(s)or er ity(ies)that restricts or prevents access to a computer system by persons or entities authorized to gain access to the computer system or digital assets. PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 6 of 23 PI-CYB-001 (08112) T. Digital assets mean electronic data and computer programs that exist in a computer system. Digital assets do not include computer hardware. U. Electronic data means machine-readable information that exists in a computer system, including but not limited to your business information and customer information, other than computer programs. V. Electronic media means floppy disks, CD ROM's, hard drives, magnetic tapes, magnetic discs,or any other media on which electronic data is recorded or stored. W. Electronic media peril means the display by you of electronic data on your internet or intranet site that directly results in any of the following: 1. Defamation, libel, slander, product disparagement or trade libel, 2. Invasion of an individual's right of privacy or publicity, including false light, intrusion upon seclusion, commercial misappropriation of likeness, and public disclosure of private facts; 3. Plagiarism or misappropriation of ideas under an implied contract; 4. Infringement, misappropriation or violation of any copyright,trademark, trade name, trade dress, title, slogan, service mark or service name; or 5. Domain name infringement or improper deep-linking or framing. Electronic media peril does not mean infringement, misappropriation or violation of any patent. X. Employee(s) means any individual in your service, including any part-time,seasonal, and temporary employee,who is compensated by salary, wages, fees or commissions and wham you have the right to direct and control, but excluding any of your partners or directors. Employee(s)also include leased workers and independent contractors while acting on your behalf for which you are legally responsible to indemnify. Employee(s)also includes volunteers and un-paid interns in your service while performing duties equivalent to those of an employee, who have signed your privacy policy. Y. Extortion expenses means all reasonable and necessary expenses you directly incur with our prior written consent, such consent not to be unreasonably withheld, as a result of a loss under Insuring Agreement C., other than extortion monies. Z. Extortion monies means any funds or property you will pay, with our prior written consent, such consent shall not be unreasonably withheld, to a person or persons reasonably believed to be responsible for the extortion threat insured under Insuring Agreement C.for the purpose of terminating that threat and all residual effects. AA.Insured means the named insured, any insured organization or any director or officer thereof. BB. Insured organization means the named insured and any subsidiaries of the named insured as disclosed on your application for this insurance. CC. Interruption expenses mean those expenses incurred to: 1„ Avoid or minimize the suspension of business as a result of the total or partial interruption, degradation in service, or failure of the computer system caused directly by a covered cause of loss that you would not have incurred had no loss occurred including, but not limited to, the use of rented/leased external equipment, substitution of other work or production procedures, use of third party services; or additional staff expenditures or labor costs. The amount of such interruption expenses recoverable PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 7 of 23 i i PI-CYB-001 (08/12) under this Subparagraph 1. shall in no case exceed the amount by which the covered income loss is reduced by such incurred expenses,and 2. Minimize or avoid a covered cause of loss and continue your business. Interruption expenses do not include special expenses. DO. Knowledgeable person means your President, Executive Director, Chairman, Chief Information Officer, Chief Technology Officer, Chief Security Officer, Risk Manager, General Counsel or his/her functional equivalent. EE. Loss means expenses, costs and special expenses you incur as a direct result of a covered cause of loss. Loss shall not mean and we shall have no duty to reimburse you for: 1. Restoring or updating digital assets to a level beyond that which existed prior to the covered cause of loss or replacing them with digital assets to a level beyond that which existed prior to the covered cause of loss, 2. Physical damage to the computer hardware or data center, other than that covered under Section II.A. 3. Contractual penalties, liquidated or consequential damages, except those penalties or damages that the insured would be liable for in the absence of a contract or agreement; 4. Economic or market value of digital assets, unless specifically endorsed as an agreed value to this policy. Based upon an evaluation of the information you provided with the application, we may agree by endorsement to reimburse you based upon an agreed value amount for defined categories or specific digital assets; 5. Costs or expenses incurred to repair, restore, remediate, replace, reprogram, redesign, reconfigure, maintain, identify, patch, remove,or eradicate software program errors or computer system vulnerabilities; or to restore the computer system to a level of functionality beyond that which existed prior to the covered cause of loss; or 6. Any losses paid under Insuring Agreement B. Loss under Insuring Agreement B. shall not mean, and we shall have no duty to reimburse you for: a. Any loss arising out of a natural peril, including but not limited to fire,wind,water, flood, subsidence, or earthquake, that results in physical damage to computer hardware and/or the data center; b. Any loss expense arising out of updating or replacing digital assets to a level beyond that which existed prior to the covered cause of loss; c. Any liability to third parties for whatever reason, including legal costs and expenses of any type; d. Fines or penalties imposed by law; e. Costs or expenses incurred to identify, patch, or remediate software program errors or computer system vulnerabilities; f. Loss of goodwill and reputational harm; or PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 8 of 23 PI-CYB-001 (08/12) g. Costs or expenses incurred to repair, restore, remediate, replace, reprogram, redesign, reconfigure, maintain, identify, patch, remove or eradicate software program errors, or to restore the computer system to a level of functionality beyond that which existed prior to the covered cause of loss. FF. Malicious code means unauthorized and corrupting or harmful computer code, including but not limited to computer viruses, spy ware, Trojan horses, worms, logic bombs, and mutations of any of the preceding. GG. Named insured means the individual, partnership, entity or corporation designated as such In ITEM 2 in the Declarations. HH. Newsworthy event means an event that has been caused by an actual or potential privacy breach, security breach, or violation of privacy regulations, and such actual or potential privacy breach, security breach, or violation of privacy regulations has been, or is reasonably believed to be, publicized to the general public through a media channel, such as television, print media, radio or electronic networks, the internet and/or electronic mail. It. Outsourced IT service provider means a third party independent contractor that provides information technology services for your benefit under a written contract with you. Outsourced services include but are not limited to hosting, security management, co- location, and data storage. Outsourced IT service provider shall also mean a sub- contractor or sub-vendor, added by endorsement to this policy. JJ. Period of recovery and period of restoration mean the period of time that: 1. Begins after the time of interruption, degradation or failure of the computer system; and 2. Ends on the earlier of: a. The date when the computer system is restored or could have been repaired or restored with reasonable speed to the same condition,functionality and level of service that existed prior to the loss plus no more than thirty (30)consecutive days after the restoration of the computer system to allow for restoration of the business;or b. With respect to Insuring Agreements B and H, One hundred and twenty(120) consecutive days after you provide notice of loss. With respect to Insuring Agreement D,Three hundred and sixty-five (365)consecutive days after you provide notice of loss. The expiration date of this policy will not cut short the period of recovery or the period of restoration. KK. Personally identifiable information means any individual's name in combination with any one or more of the following, whether in electronic or paper format: 1. Social security number; 2. Drivers license number or any other state identification number; 3. Non-public medical or healthcare data including protected health information; 4. Any account number, or credit or debit card number in combination with any required password, access or other security code that would permit access to the financial account; or S. Non-public personal information as defined in any privacy regulation. PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 9 of 23 PI-CYB-001 (08/12) Personally identifiable information will also mean any animal's name in combination with other veterinary records or details of services that is deemed confidential information according to the state of domicile. LL. Policy aggregate limit means the Policy Aggregate Limit of Insurance for this policy set forth in ITEM 4 in the Declarations. MM. Policy period means the period of time from the effective date to the expiration date specified in ITEM 1 in the Declarations, or any earlier cancellation date. NN. Pollutants mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids,alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 00. Privacy breach means a common law or statutory breach of confidence or violation of any common law or statutory rights to privacy, including but not limited to breach of your privacy policy, breach of a person's right of publicity, false light, intrusion upon a person's seclusion, or public disclosure of a person's or animal's private information. Privacy breach will also include a corporate information breach. PP. Privacy policy means your policies in written or electronic form that govern the collection, dissemination, confidentiality, integrity, accuracy or availability of personally identifiable information provided to your employees or third parties. QQ. Privacy regulations means the following statutes and regulations associated with the confidentiality, access, control and use of personally identifiable information including but not limited to: 1. Health Insurance Portability and Accountability Act of 1996(Public Law 104-191), known as HIPAA, including Title II that requires protection of confidentiality and security of electronic protected health information and the rules and regulations promulgated thereunder as they currently exist and as amended, including related state medical privacy laws as they currently exist and as amended; 2. Gramm-Leach-Bliley Act of 1999(G-L-B), also known as the Financial Services Modernization Act of 1999, including sections concerning security protection and standards for customer records maintained by financial services companies, and the rules and regulations promulgated thereunder as they currently exist and as amended, 3. State Attorneys General and Federal Trade Commission enforcement actions regarding the security and privacy of consumer information; 4. Governmental privacy protection regulations or laws, such as California Database Protection Act of 2003 (previously called SB 1386), as they currently exist now or in the future, associated with the control and use of personal information, including but not limited to requirements to post privacy policies, adopt specific privacy controls, or inform customers of actual or suspected breaches of security that has or may impact their personal information; 5. Privacy provisions of consumer protection laws, such as the Federal Fair Credit Reporting Act(FCRA)and the California Consumer Credit Reporting Agencies Act (CCCRAA); 6. Children's Online Privacy Protection Act or similar laws as they exist now or in the future, and 7. EU Data Protection Act or other similar privacy laws worldwide as they exist now or in the future. PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 10 of 23 I PI-CYB-001 (08/12) 8. Any alleged violation of law regarding the confidentiality of animal records RR. Professional service means those acts or services requiring specialized knowledge, skill or professional judgment,which you render, or for which any person or entity renders on your behalf,to others pursuant to a written agreement and for a fee or other consideration. SS. Property damage means physical injury to tangible property, including all resulting loss of use of such roe r property o loss of use of tangible pr operty ert that is not physically injured P P Y 9 P P Y P Y Y - TT. Proposal means your signed application and any attachments to such application, submitted in connection with the underwriting of this policy, including an application submitted as a renewal or midterm for a newly acquired subsidiary. UU. Public relations expenses, other than customer notification expenses, means the reasonable and necessary expenses you incur to re-establish your reputation or public image that was damaged as a direct result of Section II. C. of the covered causes of loss. W. Retroactive date means those dates as set forth as such in ITEM 6 in the Declarations,. WW. Security breach means: 1. Unauthorized access of your computer system or unauthorized use of computer systems including unauthorized access or unauthorized use resulting from the theft of a password from your computer system; 2. A denial of service attack against your computer systems; or 3. Infection of your computer systems by malicious code or transmission of malicious code from your computer systems, whether any of the foregoing is a specifically targeted attack or a generally distributed attack. A series of continuing security breaches, related or repeated security breaches, or multiple security breaches resulting from a failure(s)of computer security, shall be considered a single security breach and be deemed to have occurred at the time of the first such security breach. XX. Security event costs means all reasonable and necessary fees, costs, and outside expenses you incur with our prior written consent in connection with a security breach,privacy breach or breach of privacy regulations, as described below: 1. Notification costs and related expenses that you incur to comply with requirements of governmental statutes, rules or regulations, or which you incur as a result of a judgment, settlement, consent decree, or other legal obligation(including a regulatory fine or penalty where required by law), including the services of an outside legal firm to determine the applicability of and actions necessary to comply with governmental statutes, rules or regulations; 2. Computer forensic costs of outside experts retained to determine the scope, cause, or extent of any theft or unauthorized disclosure of information, but such expenses will not include your compensation, fees, benefits, or expenses or those of any of your employees; 3. Credit protection services for the affected individual. 4. Customer notification expenses, but only if an amount is shown in ITEM 4 in the Declarations for the Customer Notification Expenses Aggregate Sublimit or provided by endorsement to this policy; and PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 11 of 23 PI-CYB-001 (08/12) 5. Public relations expenses, but only if an amount is shown in ITEM 4 in the Declarations for Public Relations Expenses Aggregate Sublimit or provided by endorsement to this policy. YY. Special expenses shall not include interruption expenses and shall mean the reasonable and necessary costs in excess of the applicable deductible or co-insurance percentage you incur to: 1. Prevent, preserve, minimize, or mitigate any further damage to your digital assets, including the reasonable and necessary fees and expenses of specialists, outside consultants or forensic experts you retain; 2. Preserve critical evidence of any criminal or malicious wrongdoing; 3. Purchase replacement licenses for programs because the copy protection system and/or access control software was damaged or destroyed by a covered cause of loss; ZZ. Subsidiary means any entity of yours: 1. If you own it directly and such subsidiary is disclosed on the application for this insurance; or 2. If through one or more subsidiaries: a. You own more than fifty percent(50%)of the issued or outstanding voting securities, provided the entity was so owned on the inception date of this policy and such subsidiary is disclosed on the application for this insurance ; b. It becomes so owned after the inception date of this policy, provided the assets of the newly acquired entity do not exceed twenty-five percent(25%)of your assets as set forth in your most recent financial statement;or c. It becomes so owned after the inception date of this policy, provided that if the assets of the newly acquired entity exceed twenty-five percent(25%)of your assets as set forth in your most recent audited financial statement, the provisions of Section VII.J. 1. must be fulfilled. AAA. Time retention means the time period set forth in ITEM 5. III. in the Declarations, stated in hours,that commences with the start of the interruption,degradation or failure of the computer system and that must transpire before we participate in payment of any covered loss under Insuring Agreement B., or Insuring Agreement H. BBB.Unauthorized access means the gaining of access to a computer system by an unauthorized person or persons. CCC. Unauthorized use means the use of a computer system by an unauthorized person or persons or an authorized person in an unauthorized manner. IV. EXCLUSIONS We will not be liable for expenses, costs, income loss, interruption expenses, special expenses, extortion monies, extortion expenses or other losses based on, alleging, arising out of or from, or attributable,directly or indirectly, to: A. Any failure, outages, or disruption of power, utility services, satellites, or telecommunications external services not under your direct operational control, including but not limited to electrical disturbances,surge, brownout, or blackout; PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 12 of 23 PI-CYB-001 (08/12) B. Any seizure, destruction or damage to, or loss of use of, the computer system or j electronic data arising out of any action of a governmental authority, including any delay caused by the restrictions or requirements imposed by any governmental authority; C. Fire, smoke, explosion, lightning, wind, flood, earthquake, volcanic eruption, tidal wave, landslide, hail,act of God,or any other physical event or peril, unless explicitly covered under this policy; D. Failure to ensure that the computer system is reasonably protected by security practices and systems maintenance procedures that are equal to or superior to those disclosed in the proposal; E. Any loss,circumstance, act, error, or omission committed prior to the inception date, if on or before the inception date of this policy a knowledgeable person knew or could reasonably have foreseen such circumstance,act, error,or omission may be the basis of any loss under the Insuring Agreements or covered cause of loss; F. Any loss or circumstance you previously provided notification of to a prior insurer; G. Any act of terrorism, strike or similar labor action, war, invasion, act of foreign enemy, hostilities or warlike operations (whether declared or not), civil war, mutiny, civil commotion assuming the proportions of or amounting to a popular rising, military rising, insurrection, rebellion, revolution, military or usurped power, or any action taken to hinder, defend, control, prevent or suppress any of the foregoing; provided, however, that this exclusion shall not apply to coverage otherwise provided under Insuring Agreement H. Cyber Terrorism Coverage, if purchased. H. Any discharge, dispersal, release or escape of any solid, liquid, gaseous, biological, radiological or thermal irritant or contaminant, including smoke, vapor, dust, fibers, spores, fungi, germs, soot,fumes, asbestos, acids, alkalis, chemicals and waste (including but not limited to, materials to be recycled, reconditioned or reclaimed and nuclear materials)into or upon land, the atmosphere or any water-course or body of water or any cost or expense arising out of any direction, request or voluntary action to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize any pollutants; I. Ordinary wear and tear or gradual deterioration of the computer system or digital assets, J. Any actual or alleged bodily injury; provided, however, that this exclusion shall not apply to mental injury, mental anguish or emotional distress with respect to any otherwise covered claim under Insuring Agreements E. Network Security and Privacy Liability Coverage, F. Employee Privacy Liability Coverage or G. Electronic Media Liability Coverage; K. Infringement, misappropriation or violation of any patent, copyright,trademark, service mark,trade dress or trade name; provided, however, that this exclusion shall not apply to any otherwise covered claim under Insuring Agreement G. Electronic Media Liability Coverage if such Insuring Agreement G. is purchased under this policy; L. Any employment practices or discrimination against or harassment of any person or entity on any basis, including but not limited to: race, creed, color, religion,ethnic background, national origin, age, handicap, disability, gender, marital status, sexual orientation or pregnancy; M. The rendering of or failure to render professional services; N. Any dishonest,fraudulent, criminal or malicious act, error or omission, or any intentional or knowing violation of the law, or gaining of any profit or advantage to which you are not legally entitled; however, we will defend suits alleging the foregoing until there is a judgment, final adjudication, adverse admission, plea nolo contenders or no contest or finding of fact against you as to such conduct; PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 13 of 23 I PI-CYB-001 (08/12) O. Any guarantee, representation or promise you make relating to contract price, costs,cost savings, return on investment or profitability, including your failure to meet cost guarantees, representations or contract price; P. Any contractual liability or obligation or any breach of any contract, including any liability of others assumed by you, unless such liability would have attached to you even in the absence of such contract; Q. Any failure to effect or maintain any insurance or bond; R. Any violation of the Securities Exchange Act of 1933 as amended, the Securities Exchange Act of 1934 as amended, any state Blue Sky or Securities Law or rules, regulations or amendments issued in relation to such acts, or any similar state,federal or foreign statutes or regulations; S. Any claim brought by,on behalf of, or at the behest of, or for the benefit of any insured; T. Any pending or prior litigation as of the continuity date of this policy as well as all future claims or litigation based on the prior litigation derived from the same or essentially the same facts (actual or alleged)that gave rise to the prior or pending litigation; U. Any act committed prior to the policy period and subsequent to the retroactive date for which you gave notice under any prior insurance policy or which you had any basis to believe might reasonably be expected to give rise to a claim under this policy; V. Any unsolicited electronic dissemination of faxes, emails, or other communications to multiple actual or prospective customers by you or any other third party, including actual or alleged violations of: 1. The Telephone Consumer Protection Act(TCPA)as amended; 2. The CAN-SPAM Act of 2003 as amended; or 3. Any other federal, state or foreign anti-spam or telemarketing statute; W. Any express warranties or guarantees or any liability you assume under contract unless you would have been legally liable in the absence of such contract; X. Any dispute involving your fees or charges, or for any alleged inaccurate, inadequate or incomplete description of the price of your goods, products or services, or YY. Any actual or alleged gambling, contest, lottery, promotional game or other game of chance. V. YOU AND YOUR ORGANIZATION As used throughout this policy,whether expressed in singular or plural: You shall mean the named insured and any subsidiary of yours (together the insured organization). VI. TERRITORY Coverage provided under this policy shall extend to loss occurring anywhere in the world, or any claim made against you anywhere in the world. VII. POLICY TERMS AND CONDITIONS A. Limits of Coverage PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 14 of 23 PI-CYB-001 (08l12) 1. We shall not be liable for more than the policy aggregate limit shown in ITEM 4 in the Declarations during a policy period. The policy aggregate limit shown in ITEM 4 of the Declarations is the most we will pay for loss under this policy for all coverages combined, regardless of the number of covered causes of loss, persons or entities covered by this policy, claimants, losses reported,or Insuring Agreements triggered. Any payments for claim expenses, special expenses, customer notification expenses, public relations expenses, loss of digital assets, non-physical business interruption or cyber extortion are part of, subject to, included within, and not in addition to,the policy aggregate limit. 2. Any sub-limits and Insuring Agreement Aggregate Limits shown in the Declarations or by endorsement are part of,subject to, included within, and do not increase, the policy aggregate limit. The Insuring Agreement Aggregate Limits shown in ITEM 4 in the Declarations for each individual Insuring Agreement is the most we will pay for loss for each Insuring Agreement under this policy. We shall only be liable for loss under a particular Insuring Agreement if an amount is shown in ITEM 4 in the Declarations for that specific Insuring Agreement. 3. The Special Expenses Aggregate Limit shown in ITEM 4 in the Declarations is the most we will pay for special expenses under this policy. 4. The Customer Notification Expenses Aggregate Sublimit set forth in ITEM 4 in the Declarations is the most we will pay for customer notification expenses under this policy. 5. The Public Relations Expenses Aggregate Sublimit set forth in ITEM 4 in the Declarations is the most we will pay for public relations expenses under this policy. 6. All loss resulting from, based upon or arising out of the same act or a series of similar. or related acts shall be considered a single claim and shall be considered first made during the policy period or the extended reporting period (if applicable),of the policy in which the earliest claim arising out of such act(s)was first made and all loss and claim expenses shall be subject to the each claim limit of liability. B. Deductible 1. We shall be liable only for loss or claim in excess of the applicable deductible shown in ITEM 5 in the Declarations. The deductible shall apply to each and every loss or claim, irrespective of the number of such losses or claims reported during the policy period. 2. With respect to Insuring Agreement B., the deductible is the time retention shown in ITEM 5 in the Declarations. The time retention applies to each period of restoration. Once the time retention is met, you will be responsible to pay the co- insurance percentage shown in ITEM 5 in the Declarations for all covered causes of loss except for special expenses, customer notification expenses and public relations expenses. 3. You shall, in the time and in the manner prescribed in this policy, give us notice of any loss or claim that might be covered by this policy, regardless of whether or not we are liable for such loss or claim. You shall file with us, upon our request, a brief statement giving the particulars of such loss or claim. C. Loss Determination 1. With respect to Insuring Agreement A. Loss of Digital Assets, loss shall be determined as follows: PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 15 of 23 PI-CYB-001 (08/12) a. Reasonable and necessary expenses and costs you incur to replace, recreate or restore digital assets to the same state and with the same contents as before they were damaged, destroyed, altered, misused, or stolen, including expenses for materials and machine time, as well as costs associated with restoration, recreation and replacement; b. If the impacted digital asset was purchased from a third party, we will pay only the lesser of the original purchase price or the reasonable and necessary costs incurred as defined in o Paragraph a. above; r e , c. If it is determined that the digital assets cannot be replaced, restored or recreated, we will only reimburse your actual and necessary expenses incurred up to the point where you make such determination. 2. With respect to Insuring Agreement B. Non-Physical Business Interruption and Extra Expense, income loss will be determined by the following method to determine the amount of reduction of your income during the period of restoration: a. Your reasonably projected net income(net profit or loss before income taxes)that has been lost directly as a result of total or partial interruption, degradation in service, or failure of the computer system caused directly by a covered cause of loss. The revenue projection will take into account the prior experience of your business during the previous twelve (12)months immediately before the date of the covered cause of loss and the probable experience had no covered cause of loss occurred. Revenues include the amount of money paid or payable to you for goods, products, or services sold, delivered,or rendered in the normal course of your business. Revenue projection will be reduced by the extent to which you use substitute methods,facilities,or personnel to maintain your revenue stream. We will take into consideration your documentation of the trends in the business and variations in or other circumstances affecting the business before or after the covered loss which would have affected your business had the covered loss not occurred; and b. Any fixed operating expenses (including ordinary payroll) incurred, but only to the extent that such operating expenses must continue during the period of restoration. D. In Case of Loss 1. If a knowledgeable person has knowledge from which it may be reasonably concluded that a loss covered under this policy is occurring, has occurred, or has been discovered,written notice shall be provided to us as soon as practicable. 2. You must provide evidence of the loss for which you are seeking coverage under this policy. You must provide detailed proof of all circumstances leading to the loss event, including the loss amount justification,as soon as practicable, but under no circumstances later than sixty (60)days after the loss event. You will provide us with details of the loss, threat or failure, including a description of the incident and as applicable, a description of the equipment involved, system logs, security logs, statements from outside experts or consultants, and a description of the digital assets Involved. 3. You must take all reasonable steps to protect the computer system from further loss or damage, including taking all necessary and reasonable measures to ensure that all traces of malicious code(if it is the cause of the loss)have been removed prior to again using the computer system. If there is a further loss resulting from the original malicious code, this will initiate a new deductible, coinsurance percentage,or applicable time retention,which will be at one hundred and fifty percent(150%)of the original deductible, coinsurance percentage, or applicable time retention. PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 16 of 23 PI-CYB-001 (08/12) 4. It is your sole responsibility to report the loss to any applicable governmental authorities, if appropriate. 5. You must complete and submit to us a signed Final Statement of Loss, in written or electronic form,within one hundred and twenty (120)days after the discovery of the loss(unless we agree otherwise)that includes a full description of the loss event, circumstances surrounding the event, and calculation of loss amounts as applicable. This statement must be duly sworn to by your Chief Financial Officer or by another employee of equal authority. The onus of proof is upon you in preparing your proof of loss to establish that any loss for which claim is made under any Insuring Agreement resulted directly from a covered cause of loss and not from any other contributing cause (e.g. economic conditions). 6. You must provide us all information and assistance that we request, within reason, and cooperate with us and our designated representatives in the investigation or settlement of any loss. Once we pay you the adjusted covered loss, receipt of reimbursement will constitute a full release of liability under this policy. E. Subrogation, Salvage and Recoveries It is agreed that upon payment of any loss or claim under this policy,we shall become subrogated to all your rights,title, interest and causes of action with respect to such loss or claim. You must do nothing after loss or claim to impair those rights. In the case of recovery after payment for any loss or claim under this policy,the amount recovered, after deducting the actual cost of obtaining or making such recovery but excluding your own labor or establishment costs, shall be applied in the following order: 1. To reimburse you in full for the part, if any, of such loss or claim that exceeds the amount of loss or claim paid under this policy(excluding the amount of any applicable deductible); 2. The balance if any,or the entire net recovery if no part of such loss or claim exceeds the amount of loss or claim paid under this policy to reimburse us; 3. To that part of such loss or claim you sustained by reason of the Deductible shown in the Declarations and/or to that part of such loss or claim is covered by any policy(ies) of insurance to which this policy is excess. F. Otherinsurance Except for special expenses, customer notification expenses and public relations expenses, coverage provided under this policy shall be excess of any valid and collectible insurance available to you. Special expenses, customer notification expenses and public relations expenses shall be considered primary insurance under this policy. G. Action Against Us 1. No action shall lie against us unless, as a condition precedent thereto, there shall have been compliance with all terms of this policy, and until the amount of your obligation to pay shall have been finally determined either by judgment entered in a court of law against you or by your written agreement with the claimant or claimant's legal representative and us. 2. Any person or the legal representatives thereof who has secured such a 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 entity shall have any right under this policy to join us as a party to any action against you to determine your liability, nor shall we be impeded by you or their legal representatives. Subject to Condition VII.J. PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 17 of 23 PI-CYB-001 (08/12) 2.,your bankruptcy or insolvency of your estate or that of your successors in interest, as outlined in Condition VII.J. 2.shall not relieve us of our obligations under this policy. I H. Entire Agreement B accepting this olio y p g policy, you agree that this policy contains all agreements between you and us concerning this insurance. Notice to any agent or knowledge possessed by any agent or by any other person shall not be considered a waiver or a change in any part of this policy or stop us from asserting any right under the terms of this policy; nor shall the terms of this policy be waived or changed, except by endorsement signed by us and issued to become a part of this policy. I. Two or More Coverage Parts Or Policies Issued By Us It is our stated intention that the various coverage parts or policies issued to you by us, or by any company affiliated with us, do not provide any duplication or overlap of coverage for the same claim or loss. If this policy and any other coverage part or policy issued to you by us, or by any company affiliated with us, apply to the same loss or claim,the maximum Limit of Insurance under all such coverage parts or policies combined shall not exceed the highest applicable limit of insurance under any one coverage part or policy. This condition does not apply to any Excess or Umbrella Policy issued by us specifically to apply as excess insurance over this policy. J. Mergers and Acquisitions 1. Newly Acquired Subsidiaries During the policy period, if you or any of your subsidiaries acquire another entity whose assets are more than twenty five percent(25%)of your total assets as set forth in your most recent CPA prepared financial statement, then you shall have no coverage under this policy for any loss related to the acquired entity unless you give us written notice at least thirty(30)days after the acquisition, obtain our written consent to extend coverage to such additional entities, and agree to pay any additional premium we require. Coverage for any acquired entities shall not be available unless specifically set forth in an endorsement to this policy. 2. Changes in Ownership or Control In the event of: a. Your liquidation (whether voluntary or compulsory), b. The appointment of an Administrative Receiver, Receiver or Manager whether pursuant to any Fixed or Floating Charge or to any order of any competent court over the whole or any part of your assets or business; c. Any scheme of arrangement or composition with creditors, d. The appointment of a trustee or examiner under the Federal law,Title 11 of the United States Bankruptcy Code; or e. Control of you being taken over by any government or governmental authority or agency; this policy shall immediately cease to afford coverage of any kind for loss discovered or of which we are notified subsequent to the events outlined in Subparagraphs a. through e. above. In the event that any subsidiary of yours named in the application and in the Declarations shall undergo any change of control, as described above under Subparagraphs a. through e., this policy shall immediately cease to afford any coverage PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 18 of 23 i i PI-CYB-001 (08/12) of any kind for loss with respect to such subsidiary that was discovered, or of which we are notified subsequent to the events outlined in sub-paragraphs a.through e. above. You shall immediately advise us of any consolidation or merger you effect with another business entity and of any purchase, assignment,transfer, pledge or sale of assets or shares occasioning a change in ownershipor control. As used in this Condition J. , control means the power to determine the management or policy of a controlling holding companyof ours b means of voting share ownership, A change in ownership Y Y 9 P 9 P of voting shares which results in direct or Indirect ownership by a shareholder or an affiliated group of shareholders of ten percent(10%)or more of such shares shall be presumed to result in a change of control for the purposes of the required notice. As a condition to continuation of this policy, you shall: (1) Give written notice to us within thirty(30)days of the event; (2) Promptly provide us with all such further information as we may require; (3) Obtain our written consent to continue some or all of the coverage provided by this policy; (4) Give written notice within thirty(30)days to us of your agreement to the terms and conditions which we require due to such change; and (5) Pay us any additional premium. Failure to give notice to us in accordance with Paragraph (1) above or your failure to notify us of your agreement in accordance with Paragraph(4)above shall be considered as your election to not continue coverage. Notification to us,as required by this condition, shall not be considered made unless you provide such notice in writing and we make written acknowledgement. All notices and premium payments made under this paragraph shall be provided to us through the entity named in the Declarations. K. Joint Insureds If two or more insureds are covered under this policy, the first named insured shall act for all insureds. Our payment to the first named insured of any loss you sustain shall fully release us for such loss. If the first named insured ceases to be covered under this policy, the insured next named shall thereafter be considered as the first named insured. L. Multiple Insureds Our liability under any and all contracts of insurance evidenced or deemed to be evidenced by this contract shall be the liability so specified in this contract as applicable to any one such contract and shall not change or be deemed changed due to the number or types of insureds or losses under this contract. M. Assignment Your interest under this policy is not assignable, unless we provide written approval. If you shall die or be adjudged incompetent, such insurance shall cover your legal representative as the insured if permitted by this policy. PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 19 of 23 PI-CYB-001 (08/12) N. Headings The descriptions in the headings of this policy and any endorsements attached hereto are solely for convenience, and form no part of the terms and conditions of coverage. O. Arbitration If we and you do not agree whether coverage is provided under this policy for a claim made against you or a loss incurred by you , then either party may make a written demand for arbitration. When this demand is made, each party will select an arbitrator. The two arbitrators will select a third. If they cannot agree within thirty(30)days, either may request that selection be made by a judge of a court having jurisdiction. Each party will 1. Pay the expenses it incurs; and 2. Bear the expenses of the third arbitrator equally. Unless both parties agree otherwise, arbitration will take place in the county in which the address shown in the Declarations is located. Local rules of law as to procedure and evidence will apply. A decision agreed to by two of the arbitrators will be binding. P. Extended Reporting Periods—Applicable to Insuring Agreements E., F.and G. 1. If we or you cancel or refuse to renew this policy for reasons other than non-payment of premium, we will provide to you a sixty(60)day Automatic Extension of the coverage granted by this policy, at no additional charge, for any claim first made against you and reported to us during the sixty(60)day extension period but only as respects acts, errors or omissions committed after the retroactive date (if any)stated in the Declarations and prior to the date of cancellation or non-renewal. In the event you purchase replacement coverage for this policy or a Supplemental Extended Reporting Period under 2. below, said sixty(60)day Automatic Extension period will terminate upon the effective data of said replacement coverage or extended reporting period. 2. If we or you cancel or refuse to renew this policy for reasons other than non-payment of premium, you shall have the right to purchase, for the appropriate additional payment as listed in ITEM 9 in the Declarations, a Supplemental Extended Reporting Period of a duration and for a premium as described in the Declarations. This extension will provide coverage granted by this policy for any claim first made against you and reported to us during the Supplemental Extended Reporting Period. This Supplemental Extended Reporting Period only applies to acts, errors or omissions committed after the retroactive date (if any)stated in the Declarations and prior to the date of cancellation or non-renewal. You must apply for this extension in writing accompanied by payment of the appropriate premium prior to the expiration of the sixty(60)day Automatic Extension period under 1. above, such premium for the Supplemental Extended Reporting Period shall be fully earned at inception. 3. Terms and Conditions of Basic and Supplemental Extended Reporting Period a. At policy renewal, our offer of a different premium, deductible, limit of insurance, or change in policy language shall not constitute non-renewal for the purposes of granting the optional extended reporting period. b. The right to the extended reporting period shall not be available to you when cancellation or non-renewal is due to non-payment of premium. PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 20 of 23 I PI-CYB-001 (08/12) c. The limit of insurance for the extended reporting period shall be part of, and not in addition to, our limit of insurance for the policy period. i Q. Notice and Claim Reporting Provisions Notice hereunder shall be b given g� y you or on your behalf in writing to us at: Claims Department Philadelphia Indemnity Insurance Company P.O. Box 950 Bala Cynwyd, PA 19004 Or: Clairinsreportnotrilvins.com You shall, as a condition precedent to our obligations under this policy, give written notice to us as soon as practicable during the policy period, or during the Supplemental Extended Reporting Period, if purchased of any claim made against you or any loss incurred by you. R. Changes Notwithstanding anything to the contrary, no provision of this policy may be amended, waived or otherwise changed except by endorsement issued by us to form part of this Poky. S. Cancellation or Non-Renewal 1. This policy may be canceled by you by surrender thereof and selection of a future date to us at the address stated in the Declarations or by mailing to us written notice stating when thereafter such cancellation shall be effective. If this policy is canceled by you, we shall retain the customary short-rate portion of the premium. 2. The policy may be canceled by us by mailing you written notice stating when, not less than forty-five(45)days thereafter or ten (10)days in the case of cancellation for non- payment of premium or deductible, such cancellation shall become effective. If the policy is canceled by us, earned premium shall be computed pro-rata. 3. In the event we refuse to renew this policy,we shall mail to you, not less than forty-five (45)days prior to the expiration of this policy, written notice of non-renewal. Such notice shall be inclusive on all of you. 4. The mailing of Notice of Cancellation or Non-Renewal aforementioned shall be sufficient notice of the intent to cancel or non-renewal. The effective date of cancellation or non-renewal specified in the notice shall terminate this policy period. T. Conformity to Statutes Terms of this policy which are in conflict with the statutes of the state wherein this policy is issued are hereby amended to conform with such statutes. U. Authorization Clause By acceptance of this policy,you agree that the statements in the application are your agreements and representations and that this policy is issued in reliance upon the truth of such representations. This policy embodies all existing agreements between you and us relating to this insurance. PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 21 of 23 PI-CYB-001 (08/12) V. Liability Coverage Disputed and Reservation of Rights If a controversy or dispute arises with regard to whether coverage exists with respect to a claim submitted by you under the coverage sections of this policy,we may elect to provide a defense under a Reservation of Rights whereby we reserve our rights to deny and reject any claim for damages. In the event it is finally established by judgment or agreement that we have no liability with respect to such a claim, you shall reimburse us upon demand all sums and monies paid by us to defend and/or settle such claim. W. False or Fraudulent Claims If you shall commit fraud in presenting any claim as regards amounts or otherwise, this insurance shall become void as to such insured from the date such fraudulent claim is presented. X. Consent to Settle We shall not settle any claim without your consent;such consent not to be unreasonably withheld. Should you refuse to consent to any settlement recommended by us, and acceptable to the claimant,and elect to further contest the claim, our liability for such claim shall not exceed the amount for which the claim could have been settled, including claim expenses incurred, up to the date of such refusal, plus fifty percent(50%)of covered damages and claim expenses in excess of such settlement amount, it being a condition of this insurance that the remaining fifty percent(50%)of such damages and claim expenses excess of the first settlement amount shall be bome by you at your own risk and be uninsured. Notwithstanding the foregoing, this paragraph shall not apply until the settlement amount exceeds the applicable deductible amount stated in ITEM 5 of the Declarations. You shall not admit liability for, or make any voluntary settlement, or incur any costs or expenses in connection with any claim except with our written consent, unless such expenses are directly related to reducing a claim exposure that we have already agreed would be otherwise covered under this policy. We shall not be obligated to pay any claim or judgment or claim expenses or to defend any suit after the applicable limits of insurance have been exhausted. Y. Representations and Severability You represent that the particulars and statements contained in the Application are true, accurate, and complete, and agree that this policy is issued in reliance upon that representation, and that such particulars and statements, are the basis of the policy. In the event of any material misstatement, misrepresentation or omission in connection with any of the particulars or statements in the Application,the knowledge of any one natural person Insured will not be imputed to any other natural person Insured, provided, however, that this policy will be void: 1. With respect to any natural person Insured who knew of such misstatement, misrepresentation or omission; and 2. With respect to the Named Insured (you), if, any knowledgeable person knew of such misstatement, misrepresentation or omission. Z. Coordination Among Insuring Agreements Coverage exists only for those Insuring Agreements designated as included in Item 4. COVERAGE LIMITS in the Declarations and attached to this policy. Each contains terms which limit coverage to the scope of the coverage granted for that Insuring Agreement. PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 22 of 23 PI-CYB-001 (08/12) Should two or more of the Insuring Agreements E., F., or G. apply to the same Claim we will not pay more than the lesser of the actual loss or the highest available Limit of Liability under any one of Insuring Agreements E., F.,and G. Should two or more of the Insuring Agreements A., B.. C., D., or H. apply to the same Loss;we will not pay more than the highest applicable Limit of Liability. In no instance,will we be required to pay more than the Policy Aggregate Limit of Insurance identified in the Declarations. If coverage is provided under more than one Insuring Agreement for the same claim or loss, the maximum applicable deductible or time retention shall be the highest applicable deductible or time retention that applies under any Insuring Agreement providing coverage. IN WITNESS WHEREOF, WE HAVE CAUSED THIS POLICY TO BE SIGNED BY OUR PRESIDENT AND SECRETARY. THIS POLICY SHALL NOT BE VALID UNLESS SIGNED ON THE DECLARATIONS PAGE BY OUR DULY AUTHORIZED REPRESENTATIVE. PHILADELPHIA INDEMNITY INSURANCE COMPANY Page 23 of 23 PHILADELPHIA INDEMNITY INSURANCE COMPANY PI-CYB-016 (04/17) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM ENDORSEMENT This endorsement modifies and is subject to the insurance provided under the following: CYBER SECURITY LIABILITY COVERAGE FORM The following language applies to coverage under INSURING AGREEMENTS A. through G. for any "Certified act of terrorism": A. Cap On Certified Terrorism Losses If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: 1. The act resulted in insured losses in excess of$5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. B. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Policy. C. Section IV. EXCLUSIONS G. does not include"certified acts of terrorism". PI-CYB-016 (04/17) Page 1 of 1 PI-CYB-WA-1 (02/13) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON AMENDATORY ENDORSEMENT This endorsement modifies insurance provided under the following: CYBER SECURITY LIABILITY COVERAGE FORM A. The Cancellation or Non-Renewal policy condition is deleted in its entirety and replaced with the following: Cancellation or Non-Renewal 1. The first named insured shown in the Declarations may cancel this policy by mailing or delivering to us notice of cancellation. Notice may be provided using one of these methods: a. Written notice of cancellation to us or the producer by mail, fax or e-mail; b. Surrender of the policy to us or the producer, or c. Verbal notice to us or the producer. If we receive notice of cancellation from the first named insured, we must accept and promptly cancel the policy or any binder issued as evidence of coverage effective the later of: a. The date notice is received; or b, The date the insured requests cancellation. 2. We may cancel this policy by mailing or delivering to the first named insured and the first named insured's agent or broker written notice of cancellation, including the actual reason for the cancellation, to the last mailing address known to us, at least: a. 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b. 45 days before the effective date of cancellation if we cancel for any other reason. 3. We will also mail or deliver to any mortgage holder, pledgee or other person shown in this policy to have an interest in any loss which may occur under this policy, at their last mailing address known to us, written notice of cancellation, prior to the effective date of cancellation. This notice will be the same as that mailed or delivered to the first named insured. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first named insured any premium refund due. If we cancel, the refund will be pro rate. If the first named insured cancels, the refund will be at least 90% of the pro rata refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. Page 1 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission. PI-CYB-WA-1 (02/13) 7. We may elect not to renew this policy by mailing or delivering written notice of nonrenewal, stating the reasons for nonrenewal, to the first named insured and the first named insured's agent or broker, at their last mailing addresses known to us.We will also mail to any mortgage holder, pledgee or other person shown in this policy to have an interest in any loss which may occur under this policy, at their last mailing address known to us, written notice of nonrenewal. We will mail or deliver these notices at least 45 days before the: a. Expiration of the policy; or b. Anniversary date of this policy if this policy has been written for a term of more than one year, Otherwise, we will renew this policy unless: a. The first named insured fails to pay the renewal premium after we have expressed our willingness to renew, including a statement of the renewal premium, to the first named insured and the first named insured's insurance agent or broker, at least 20 days before the expiration date; b. Other coverage acceptable to the insured has been procured prior to the expiration date of the policy; or c. The policy clearly states that it is not renewable, and is for a specific line, subclassification, or type of coverage that is not offered on a renewable basis. B. The following is added to the Subrogation, Salvage and Recoveries policy condition and supersedes any wording to the contrary: Once the insured is completely reimbursed for loss under this policy, we shall be subrogated to the insured's rights of recovery against any person,firm or organization. The insured shall execute and deliver instruments and papers and do whatever is necessary to secure such rights. The insured shall not waive or prejudice such rights subsequent to a claim. Page 2 of 2 Includes copyrighted material of Insurance Services Office, Inc., with its permission, HILL � f.PIIA One Bala Plaza, Suite 100 INSURANCE COMPANIES Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7.7940 A Member of the Tukio Marine Group PHLY.Com Philadelphia Indemnity Insurance Company COMMON POLICY DECLARATIONS Policy Number: PHSD1301369 Named Insured and Mailing Address: Producer: 6211 GO-TEK Automation LLC Kibble & Prentice Holding Company dba US 15503 20th PI W PO Box 370 Lynnwood, WA 98087-6304 601 Union St Ste 1000 Seattle, WA 98111 (206)441-6300 Policy Period From: 12/02/2017 To: 12/02/2018 at 12:01 A.M.Standard Time at your mailing address shown above. Business Description: Computer Bureaus/Consultants IN RETURN FOR THE PAYMENT OF THE PREMIUM,AND SUBJECT TO ALL THE TERMS OF THIS POLICY,WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS FOR WHICH A PREMIUM IS INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT. PREMIUM Commercial Property Coverage Part Commercial General Liability Coverage Part Commercial Crime Coverage Part Commercial Inland Marine Coverage Part Commercial Auto Coverage Part Businessowners 207.00 Workers Compensation Miscellaneous Professional 4,205.00 Stop Gap Liability 200.00 Total $ 4,612.00 FORM (S)AND ENDORSEMENT(S)MADE A PART OF THIS POLICY AT THE TIME OF ISSUE Refer To Forms Schedule 'Omits applicable Forms and Endorsements if shown in specific Coverage Part/Coverage Form Declarations CPD- PIIC (06114) Secretary President and CEO Philadelphia Indemnity Insurance Company Form Schedule — Policy Policy Number: PHSD1301369 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description WHY MyPHLY 0000 WHY MyPHLY? CSNotice-1 1014 Making Things Easier B3P-190-1 1298 Commercial Lines Policy Jacket LAH-Notice 0813 Policyholder Notice (Loss Assistance Hotline) PP2015 0615 Privacy Policy Notice CPD-PIIC 0614 Common Policy Declarations Location Schedule 0100 Location Schedule IL0157 0489 Washington Changes - Actual Cash Value IL0173 1298 Washington Changes - Excluded Causes of Loss Page 1 of 1 Philadelphia Indemnity Insurance Company Locations Schedule Policy Number: PHSD1301369 Prems. Bldg.. No. No. Address 0001 ALL 15503 20th PI W Lynnwood, WA 98087-6304 Page 1 of 1 PHILADELPHIA One Bcilo Plozo, Suile 100 INSURANCE COMPANIES BoIct Cynwyd, Pennsylvorna 19004 61 0 617.7900 FOX 61 0 617.7940 A Member of the Toki.Marine Group PHLY.corn BLISINESSOWNERS POLICY DECLARATIONS Insured's Name and Mailing Address Policy GO-TEK Automation LLC No. PHSD1301369 15503 20th PI W INCEPTION(Mc Day Yr)(12:01 AM Standard Time at your mailing address) 12/02/2017 Lynnwood, WA 98087-6304 12/02/2018 EXPIRATION (Me DayYr.) 'X' IF SUPPLEMENTAL DECLARATION SUPPLEMENTAL DECLARATION RENEWAL OR REWRITE OF NO NEW Business Description: Farm of Business: Computer Bureaus/Consultants CORPORATION In return for the payment of the premium and subject to all the terms of this policy we agree with you to provide the insurance as stated in ............ . y ................... -lh�plo I liuy DESCRIBED PREMISES Forms AD It El Standard Special Prems. No. Bldg. No Location Mortgage Holder Name and Address SEE ATTACHED SUPPLEMENTAL DECLARATIONS PROPERTY PREMS,NO. BLDG.NO. PREMS.NO, BLDG.NO PREMS,NO. BLDG NO SEE ATTACHED SUPPLEMENTAL DECLARATIONS Deductible $ SEE ATTACHED SUPPLEMENTAL DECLARATIONS OPTIONAL ------------...... ...... SEE ATTACHED SUPPLEMENTAL DECLARATIONS LIABILITY AND MEDICAL PAYMENTS Except for Fire Legal Liability, each paid claim for the following coverages reduces the aiZ"u'm of insurance we provide during the applicable annual Period, Please refer to paragraph DA.of the Businessowners Liability Coverage Form. Limits of Insurance Liability and Medical Expenses $ 1 000,000 Medical Expenses $ 5,000 per person ...........——----- Fire Lanai Liabilitv $ ��5; �� _ani fire or explosion TOTAL PREMIUM $ 207.00 FORMS AND ENDORSEMENTS: REFER TO FORMS SCHEDULE During the past three years no insurer has canceled any insurance issued to the named insured,similar to that afforded hereunder, unless otherwise stated herein. COUNTERSIGNATURE DATE AGENCY AT AGENTAND NUMBER PO Box 370 Kibble & Prentice Holding Company I US Seattle, WA 98111 6211 THESE DECLARATIONS,TOGETHER WITH THE COVERAGE FORM(S),COMMON POLICY CONDITIONS AND FORMS AND ENDORSEMENTS,IF ANY,ISSUED TO FORM A PART THEREOF,COMPLETE THE ABOVE NUMBERED POLICY. JDL 195-X(04/92) Includes copyrighted material oth,,surarce Services Office Inc,with its permission. Copyright,Insurance Services Office,Inc.,1984,1985 Philadelphia Indemnity Insurance Company Form Schedule — Businessowners Policy Number: PHSD1301369 Forms and Endorsements applying to this Coverage Part and made a art of this 9 P policy at time of issue: Form Edition Description BOP Dec 0492 Businessowners Declarations BOP Schedule 0996 Businessowners Schedule BP0o02 1299 Businessowners Special Property Coverage Form BP0006 0197 Businessowners Liability Coverage Form BP0009 0197 Businessowners Common Policy Conditions BPO106 0303 Washington Changes BP0420 0197 Hired Auto and Non-Owned Auto Liability-WA BP0460 0197 Employment Related Practices Exclusion - Washington BP0473 1298 Washington Changes - Domestic Abuse BP0514 0103 War Liability Exclusion BPOS23 0115 Cap On Losses From Certified Acts Of Terrorism PI-BP-001 0905 Businessowners Policy-Elite Enhancement Page 1 of 1 Philadelphia Indemnity Insurance Company BUSINESSOWNERS SUPPLEMENTAL DECLARATIONS Policy Number: PHSD1301369 Named Insured: GO-TEK Automation LLC Policy Effective Date: 12/02/2017 DESCRIPTION OF PREMISES—ADDRESSES Prems. Bldg. No. No. Address 001 001 15503 20th PI W Lynnwood, WA 98087-6304 DESCRIPTION OF PREMISES—OCCUPANCY Prems. Bldg. No. No. Occupancy Construction Protection 001 001 OFFICE FRAME 4 COVERAGES PROVIDED Prems. Bldg. Limit of Automatic Increase No. No. Coverage Insurance in Insurance Deductible ACV/RC 001 001 CONTENTS - SPECIAL S s, non $ soo OPTIONAL COVERAGES Prems. Bldg. No. No. Coverage Limits Deductible HIRED AUTO SEE BPo420 NON-OWNED AUTO SEE BP0420 001 001 ELITE ENHANCEMENT Mortgage Holders- NONE 01/23/2018 Insurance Policy PI-PLSP-001 (08/07) HILADELPHIA One Bala Plaza, Suite 100 INSURANCE COMPANIES Bala Cynwyd, Pennsylvania 19004 610.617.7900 Fax 610.617.7940 A Member of the Tokio Marine Group PHLY.com Cover-Pros" Philadelphia Indemnity Insurance Company DECLARATIONS Policy Number: PHSD1301369 NOTICE: THIS IS A CLAIMS MADE POLICY, PLEASE READ THIS POLICY CAREFULLY. THE LIMIT OF LIABILITY AVAILABLE TO PAY JUDGMENTS OR SETTLEMENTS SHALL BE REDUCED BY AMOUNTS INCURRED FOR INVESTIGATION AND LEGAL COSTS. FURTHER NOTE THAT AMOUNTS INCURRED FOR SUCH COST SHALL BE APPLIED AGAINST THE DEDUCTIBLE AMOUNT Item 1. Named Entity and Address: GO-TEK Automation LLC 15503 20th P1 W Lynnwood, WA 98087-6304 Item 2. Policy Period: From: 12/02/2017 To: 12/02/2018 (12:01 A.M. Standard Time) Item3. Premium: $ 4,205.00 Item 4. Limits of Liability: (A)$ 1,000,000 Each Claim, including Claim Expense (B) $ 1,000,000 Annual Aggregate, including Claim Expense Item 5. Deductible: $ 5,000 Deductible per Claim Item 6. Retroactive Date: 11/02/2016 Item 7. Continuity Date: 11/02/2016 Item 8. Additional Premium for Supplemental Extended Reporting Period: Refer to PI-PLSP-176 Page 1 of 2 PI-PLSP-001 (08107) Item 9, Named Entity's Profession: Computer Bureaus/Consultants Endorsements: See Schedule By accepting this Policy, the Insured agrees that the statements in the application are personal representations, that they shall be deemed material, and that this Policy is issued in reliance upon the truth of such representations, Authorized Representative Countersignature Countersignature Date Page 2 of 2 Philadelphia Indemnity Insurance Company Form Schedule — Miscellaneous Professional Liability Policy Number: PHSD1301369 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description PI-PLSP-001 0807 Cover Pro Policy Declarations Page PI-BELL-1 1109 Bell Endorsement PI-CME-1 1009 Crisis Management Enhancement Endorsement PI-PLSP-002 0807 Cover Pro PI-PLSP-010 0807 Nuclear Energy Liability Exclusion PI-PLSP-056 0807 Knowledge of Wrongful Act Exclusion PI-PLSP-102 0807 Bankruptcy/Insolvency Exclusion PI-PLSP-145 0911 Computer/ Technology Consultant Pro Pak Elite PI-PLSP-176 0807 Additional Premium For Supplemental ERP PI-ARB-1 0403 Binding Arbitration PI-PLSP-WA-1 1107 Washington Amendatory Endorsement Page 1 of 1 PI-SGL-001 (5194) STOP GAP LIABILITY COVERAGE PART DECLARATIONS POLICY NO. PHSD1301369 EFFECTIVE DATE: 12/02/2017 12:01 AM STANDARD TIME LIMITS OF INSURANCE: Each Person $ 1,000,000 Each Occurrence $ 1,000,000 Bodily Injury by Disease Aggregate $ 1,000,000 DESIGNATED STATES,TERRITORY OR POSSESSION: Washington CLASSIFICATION OF OPERATIONS PREMIUM BASIS RATES ADVANCE PREMIUMS BODILY INJURY BODILY INJURY TOTAL PAYROLL PER$100 OF TOTAL PAYROLL STOP GAP LIABILITY $ 600,000 $ 200.00 TOTAL ADVANCE $ 200.00 MINIMUM PREMIUM$ 200.00 PREMIUMS FORMS AND ENDORSEMENTS (OTHER THAN APPLICABLE FORMS AND ENDORSEMENTS SHOWN ELSEWHERE IN THE POLICY): SEE SCHEDULE ATTACHED THESE DECLARATIONS AND THE GENERAL PROVISIONS,IF APPLICABLE,TOGETHER WITH THE COMMON POLICY CONDITIONS, COVERAGE FORM(S)AND FORMS AND ENDORSEMENTS,IF ANY,ISSUED TO FORM A PART THEREOF,COMPLETE THE ABOVE NUMBERED POLICY. Page 1 of 1 Includes copyright material of the Insurance Services Office,Inc.used with its permission. Philadelphia Indemnity Insurance Company Form Schedule — Stop Gap Policy Number: PHSD1301369 Forms and Endorsements applying to this Coverage Part and made a part of this policy at time of issue: Form Edition Description PI-SGL-001 0594 Stop Gap Liability Coverage Part Declarations PI-SGL-002 0594 Stop Gap Liability Coverage Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINiGTON CHANGES - ACTUAL CASH' VALISE This endorsement modifies insurance provided under the following: BUSINESSOWNERS POLICY COMMERCIAL PROPERTY COVERAGE PART The following is added: The term actual cash value means: a. When the damage to property is economically repairable, actual cash value means the cost of repairing the damage, less reasonable deduction for wear and tear, deterioration and obsolescence. b. When the loss or damage to property creates a total loss, actual cash value means the market value of prop- erty in a used condition equal to that of the destroyed property, if reasonably available on the used market. c. Otherwise, actual cash value means the market value of new, identical or nearly identical property less rea- sonable deduction for wear and tear, deterioration and obsolescence. IL 01 57 04 89 Copyright, Insurance Services Office, Inc., 1989 Page 1 of 1 ❑ Copyright, ISO Commercial Risk Services, Inc., 1989