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IT18-431 - Original - Synaptec Software, Inc. - LawBase Expanded Licensing for Civil Division - 11/09/2018
tiNT Records Management Document CONTRACT COVER SWEET 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 253-856-5725. i ❑ Blue/Motion Sheet Attached ❑ Pink Sheet Attached Vendor Name: Synaptec Software, Inc. Vendor Number (]DE): 165536 Contract Number (City Clerk): (?J Category: Contract Agreement Sub-Category (if applicable): ChonsP an item Project Name: 2018 Expanded Licensing...for Civil Department Contract Execution Date: 11/09/18 Termination Date: 11/08/19 Contract Manager: Somen Palit Department: IT Contract Amount: $28,788 Approval Authority: ❑ Director ® Mayor ❑ City Council Other Details: Initial procurement-Original Contract GOODS & SERVICES AGREEMENT between the City of Kent and Synaptec Software Inc. (LawBase) THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Synaptec Software, Inc. organized under the laws of the State of Colorado, located and doing business at 4155 E. Jewell Avenue, Ste. 600, Denver, CO 80222 (hereinafter the "Vendor"). j AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: Deliver, set up, and integrate LawBase for the Civil Division of the Kent City Attorney's Office, including LBDesign, LBAdmin, HotDocs, Outlook exchange integration and associated training, in accordance with the Oct 10, 2018, Statement of Work attached and incorporated as Exhibit A. 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 timely and judiciously complete the work and provide all goods, materials, and services Upon the effective date of this Agreement, Vendor shall timely, judiciously, and in good faith complete the work and provide all goods, materials, and services in accordance with the Statement of Work. III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $27,258, (Not including applicable use tax paid by the City) for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: • One third (1/3), or $9,086, will be due at time of execution of this Agreement; • One third (1/3), or $9,086, will be due upon Vendor's completion and the City's approval of the screen design as provided for in the Statement of Work; and • Final one-third (1/3), or $9,086, plus any additional charges approved by the City, will be due at the completion of End User Training and the City's execution of the User Acceptance Agreement. Reasonable travel expenses will be reimbursed at the actual cost incurred by Vendor. However, in order to be eligible for reimbursement, travel expenses must first be approved by the City in advance and based on reasonable or standard .........._......._.._...._..._.. _. ._._... 00089812-1 GOODS & SERVICES AGREEMENT - 1 (Over$20,000, including NSST) ..... __..... _..._ _...... _... ... - -.....— airfare and hotel rates; first class or premium rates are not permitted. Upon the City's receipt of a proper invoice from Vendor, payment will be due within forty-five (45) days. In the event a proper invoice remains unpaid forty-five (45) days after the City's receipt, Vendor may, at its option, assess interest at a rate of 1% per month (12% per annum). 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. A. Dgfectivp, or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C, The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D, The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. 00069812-1 GOODS & SERVICES AGREEMENT - 2 (Over$20,000, including WSST) 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. The termination of this Agreement shall not affect any licensing, support, or other agreements the City made with third parties in relation to the LawBase installation. Termination of this Agreement does not terminate the LawBase Licensing Agreement between the City and Vendor. 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 parties agree that the change increases or decreases the Vendor's costs or time for performance, the parties will negotiate in good faith to agree on an equitable adjustment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. The Vendor accepts all requirements of an amendment by: (1) endorsing it, or (2) writing a separate acceptance. 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. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first. Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: 1. The date of the Vendor's claim; 2, The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. 00089512-1 GOODS & SERVICES AGREEMENT - 3 (Over$20,000, including WSST) B, Records,. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follpw Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when Vendor knows or should have known of the defect, or (2) iipnn 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. 00069812-1 GOODS & SERVICES AGREEMENT - 4 (Over$20,000, including WSST) 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 I 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. 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. Recyciable 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 00089812-1 GOODS &SERVICES AGREEMENT - 5 (Over$20,000, including WSST) provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XI of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. G. Hntir, 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 Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public RPrnrds Art. 1. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. rI, n ini-Prirf ur [ anri Signatures s by Fax or Em_-ii This Agreement may be executed 11 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. 00089612-1 GOODS & SERVICES AGREEMENT - 6 (Over$20,000, including WSST) IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. VENDOR: CITY OF KENT...... .......... ..... Q (signature) Print Name: Philip L. Homburger (signature) Its Prpci ia0r Print Name:: Dana Raloh (title) DATE: 10/12/2018 Its Mayor DATE: ll _ .....-.....................------_ ......... ......... ......... .----- —. ._..-Y. g.� -......................_.................... ................................................ NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: Phil Homburger Attn: Somen Palit, SI Dev Mngr Synaptec Software, Inc. City of Kent 4155 E. Jewell Avenue, Ste. 600 Department of Information Technology Denver, CO 802220 220 Fourth Avenue South Kent, WA 98032 (303) 320-4420 (telephone) N/A (facsimile) (253) 253-856 (telephone) (253) 253-856 (facsimile) APPR ,,VED AS TO FORM: K t aw Department T: Kent City Clerk 00089812-1 GOODS & SERVICES AGREEMENT - 7 (Over$20,000, 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. w�, k By: __.---........................--...... .. For: Synaptec Software, Inc. Title: President Date: 10/12/2018 00089512-1 EEO COMPLIANCE DOCUMENTS - 1 of 3 CITY OF KENT ADMINISTRATIVE POLICY I i 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. 00069812-1 EEO COMPLIANCE DOCUMENTS - 2 of 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of ___ Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By _................................... For: Title: Date: OOOB9812-1 EEO COMPLIANCE DOCUMENTS - 3 of 3 EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS 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 Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. 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. Professional Liability (Errors & Omissionsl insurance appropriate to the Consultant's profession. 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 $4,000,000 products-completed operations aggregate limit. 2. Profess,ional,_Liabifty....(Errars & Qmissions) Insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. EXH- IBIT B (Continued) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. THE HARTFORD BUSINESS SERVICE CENTER j THE Ji 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 November 6, 2018 i CITY OF KENT 220 4TH AVE S KENT WA 98032-5838 i Account Information: Policy .�..... 'M� Contact Us Holder Details : SYNAPTEC SOFTWARE -....................................................................................� Business Service Center Business Hours: Monday - Friday (7AM -7PM Central Standard Time) Phone: (866) 467-8730 Fax: (888) 443-6112 Email: agency.services0thehartford.com Website: httpsllbusiness.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team WLTR005 .......... DATE(MMIDDIYYYII F CERTIFICATE OF LIABILITY INSURANCE lvos/2ola,mmm_ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(tes)must be endorsed.If SUBROGATIONIS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). ...._ ......—......._............. PRODUCER CONTACT MARSH &MCLENNAN INS AGCY -Li NAME: 72155836 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO, TX 78265 PHONE E.u: (866) 467-8730 Plc,Nel: (888)443-6112 E-MAIL __............................. ADDRESS INSURERIS)AFFORDING COVERAGE NAIL# _.......................................... .,._.................... ... .... ........_ j INSURED " INSURER A: The Hartford Underwriters Insurance 30104 SYNAPTEC SOFTWARE Company 4155 E JEWELL AVE STE 600 INSURERS: — DENVER CO 80222-4510 INSURER : -""""..... " .... ........ ..._ ......................_.... ...-.. INSURER D _...... N _ SURERE: . ..........__....._ _ _ ...... 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.NOTWITH STAN DING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. .._-........._... ........_. ...._................................... INS ADDL SUB POLICY EFF POLICY EXP TYPE OF INSURANCE POLICY NUMBER LIMITS 1 11,10 ...........................-.LINQPfYYYY) MNII ........................,............._.... COMMERCIAL GENERAL LIABILITY I EACH OCCURRENCE �I """""""""""'........ CLAIMS MADEOCCUR DAMA05 TO RFN 50 PGFMIS FL'lF an�rnl PER EXP(Any one person) PERSONAL 8 AOV INJURY GEN L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE: ....... ...................._.m�_. .. POLICY PRO LOG PRODUCTS-COMP/OPAGG EGr OTHER AUTOMOBILE LIABILITY OOMBITY)SINGLE A mir $1,000,000 (Ea accideng ANY AUTO BODILY INJURY(Per person) AL,_owNED s'UETJLcD '4 AUTOS ALTOS 72 UEG I01521 04/01/2018 04/01/2019 BODILY wduRv(Parnocldam)�� X HIREDAUTO5 X NOR OPINED PROPERTY DAMAGE AUTOS Per eccidenll I UMBRELLA LIAR � EACH OCCURRENCE EXCESS LIAR CLAIMS MADE AGGREGATE ❑ED REfEN TIOfJ$ WORKERS COMPENSATION .."...." FlE'f2 CPH- .�'............... AND EMPLOYERS'LIABILITY `�AT,'fE FR ANY PROPRIETORIPARTNERIEXECUTIVE YIN E L EACH ACCIDENT OFFICERIMEMPER EXCLUDED' NIA --- - - (MandatorylnNH) EL DISEASE-EA EMPLOYEE If yes,describe under EL DISEASE POLICY LIMIT fIFSCRIPTIr1N OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached it more space is required) Those usual to the Insured's Operations.CITY OF KENT IS an additional insured per the Business Liability Coverage Form SS0008 attached to this policy. Coverage is primary and noncontributory per the Business Liability Coverage Form SS0008,attached to this policy.. CERTIFICATE HOLDER ..---_____........... CANCELLATION CITY OF KENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 220 4TH AVE S THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN KENT WA 98032-5838 ........._.._ACCOeRDANCE WITH THE POLICY PROVISIONS. ...._ .......................................... _.._................. AUTHORIZED REPRESENTATIVE -- . .................................._ ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD THE HARTFORD BUSINESS SERVICE CENTER THE 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 November 6, 2018 I CITY OF KENT 220 4TH AVE S KENT WA 98032-5838 Account Information: �►�! Contact Us Policy Holder Details : SYNAPTEC SOFTWARE Business Service Center Business Hours: Monday - Friday (7AM -7PM Central Standard Time) Phone: (866)467-8730 Fax: (888)443-6112 Email: agency.services@thehartford.com Website: https://business thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team W LTR005 (MMIDOIVVVV) rraRrx: CERTIFICATE OF LIABILITY INSURANCE GATE TE(MMO11 018___ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the pollcy(ies)must be endorsed.If SUBROGATIONIS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT..............._...._._................. _.__ MARSH&MCLENNAN AGENCY LLC/PHS NAME: 54543148 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO, TX 78265 AICNNe,Exq: (866)467-8730 FAX MrN: (888)443-6112 E-MAIL ...-. ADDRESS INSURER(S)AFFORDING COVERAGE NAICN ....................................................... ..............................................................._.......................... .. ................._ INSURED INSURERAr, The Hartford Casualty Insurance 29424 SYNAPTEC SOFTWARE Company 4155 E JEWELL AVE STE 600 INSURER e,. DENVER CO 80222-4510 INSURER c; INSURER 0 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: ......._..._.._.......__..........................._......_............ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EX_C__LUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SEEN POLICY NUMBER POLICY EFF POUCYEXP LIMITS IIN INQR W\/n ammin NYVVyI IMM/DD11' 1 coMMERcwL GENERAL LIAewTv EACH GccuuaENCE $2,000,000 OZAIMS-MADE X OCCUR DAMAGE TO RPNTED $300,000 n..._ ................. Pr.. `M.u!./.F,e_4cyurrerwe X General Liability X MEDEXP(Any ore prson) $10,00 ______.......................... ..........m.............. A 54 SBA T09444 04/01/2018 04101l2019 PERsoNALa Aov wdufzr R2 ODO(]p GEN L AGGREGArE LIMI T APPLIES PER. GENERAL AGGREGATE $4,000,00 POLICY PRO ��we PRODUCTS-CGMwGPAGG $4,000,00 FIJCCF OTHER AUTOMOBILE LIABILITY GCJ Mc n SINGLE LI MI T (Ea acc'deitlenq ANY AUTO BODILY INJURY[Per person) ALL uwNED iSn1i JLED AUTOS AUTOS BODILY INJURY(Per accident) rvIFtED AUT- NON-DWNE❑ PROPERTY DAMAGE AULDS rPer.eAdaYt) ...._ ._ ---- ...... _...... ......... ..._ ._ .._._._... ...._._._ X UMBRELLA LIAB y OCCUR EACH OCCURRENCE S2 BOB 000 EXCESS LIAB CLAIMS MADE ......... ............ 00.G. . A 54 SBA TQ9444 04/01/2018 04101/2019 AccREcarE $2.000. 00 OED X RETENTION S 10,000 ......................w..... ..........._.........._............. _... ............... .... --.-.. ----- WORKERS COMPENSATION YEFi OTH- AND EMPLOYERS'LIABILITY sraTl lrr FR ANY PROPRIETORIPARTNERIEXECUTIVE WIN EL. EACH ACCIDENT OFFICERIMEMBER EXCLUDED' NIA (Mandatory in NH) E L DISEASE-EA EMPLOYEE If yes,describe under EL DISEASE POLICYLIIMIT rAFr RIPTInN nF nPFRATInNi _gym--_.-._ ..................� ............_.. ._........ ....... .. .._....... ......_._.. ...._.....__ A EMPLOYMENT PRACTICES RT54SBA TQ9444 04/01/2018 I.. 04/01/2019 Each Claim Limit $500LIABILITY Aggregate Limit $5,00................................... �................ ...... ......................................_... DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Adtl Rlonal Remarks Schetlule,may De ahached V more space is requlretl) Those usual to the Insured's Operations,.CITY OF KENT IS an additional insured per the Business Liability Coverage Form S50008 attached to this policy. Coverage is primary and noncontributory per the Business Liability Coverage Form SS0008, attached to this policy, CERTIFICATE HOLDER CANCELLATION _ CITY OF KENT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 220 4TH AVE S THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN KENT WA 98032-5838 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED RE{{PRESE/+NTATIV�E. (J LXlOnil rJ}l C�G2J/.2 s1"-G�-t2_? ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD proof of adequate insurance, supervises operational safety of both equipment and employees, and requires the company to file annual reports with the UTC. The UTC recognizes and regulates the collection of all categories of solid waste, including, but not limited to, garbage, refuse, construction and demolition debris, biomedical waste, hazardous waste, and residential source-separated recyclable materials. Most certificates issued by the UTC allow collection of all categories of solid waste. However, some certificates are limited to specific portions of the waste stream. Recyclable materials regulated by the UTC under Chapter 81.77 RCW are limited to residential source-separated reeyclables. The UTC also regulates other special categories of solid waste, such as biomedical waste, as required by state law. The UTC makes decisions about these categories of solid waste on a case-by-case basis. (WAC 480-70-050) Solid waste collection from Federal government facilities has historically been either self-hauled to transfer and disposal facilities or contracted directly with a private service provider. The UTC grants certificates for contract service. The provisions of Chapter 81.77 RCW state that new certificates will be issued in areas currently serviced by another certificated collection company (also called a carrier) only if that company will not serve to the satisfaction of the UTC. However, some overlap among service areas exists because solid waste collection companies in business in 1961 were grand-fathered by Chapter 81.77 RCW. The statutes provide that these certificates are a property right and can be purchased, leased, or acquired from existing certificate holders. Only the UTC can cancel a permit. Carriers must obtain UTC approval to abandon service, and the UTC will consider the public interest before making a decision. The UTC establishes collection fees (rates)for certificate holders on the basis of operating costs and capital investment. Every certificated collection company is required to file a tariff with the UTC, showing rates and charges applicable to the collection, transportation, and disposal of solid waste in its service area. The UTC may approve, modify, or deny the requested rates. Certificated companies cannot alter their rates or charges without UTC approval. The UTC requires certificated collection companies to follow UTC regulations set forth in Chapter 480-70 WAC and to provide minimum levels of solid waste collection and recycling services pursuant to local solid waste management plans and municipal ordinances. Service between transfer stations or disposal sites is exempt from UTC. regulation. Recyclable Material Collection The collection of recyclable materials from nonresidential generators is regulated somewhat differently than the collection of general solid wastes in the State of Washington. The Federal Aviation Administration Authorization Act (FAAAA) of 1994 pre-empted state or local regulation of transportation companies (also called common carriers) in terms of where they operate, the services they provide, how much they charge, and what kinds of property they can transport. At that time, the legislature delegated safety inspections for most common carriers to the Washington State Patrol. The UTC retains the responsibility to issue permits and verify insurance for common carriers. Common carrier permits issued under the provisions of Chapter 81.80 RCW include authority to collect nonresidential recyclable materials. The self-hauling of recyclable materials by generators to recycling centers, transfer stations or other locations is not regulated. Because rates for nonresidential recycling are not regulated, it is also almost completely market driven. The cyclical nature of recyclable markets means that the costs of service are relatively 7 stable, but the value of the collected materials vary considerably from year to year. When markets are low, some businesses—particularly small businesses or businesses not in an urban core area— find it uneconomical to subscribe to recycling services. Some cities that contract for commercial garbage collection, such as Redmond, have included a"safety net" recyclable collection as an embedded fee in their contracts. Companies are free to use another recycling service if they choose. Other cities, such as Seattle, have allowed small businesses using can service to be considered as equivalent to households, and thus eligible for residential recycling programs. Although state law prohibits the UTC from setting rates for unregulated portions of a company's business, which would include commercial recycling, a company can certainly provide an unregulated service to the same business they serve under regulation. The system has to be Voluntary. Private carriers, as established in Chapter 81.80 RC W, are exempt from regulation. Private carriage involves the collection and transportation of a commodity (or commodities) by either the commodity generator or the commodity user, if the collection and transportation activity is incidental to the overall or primary business of the generator or user. For example: a large manufacturing facility that self-hauled its cardboard to a local recycler would be considered a private carrier. Recycling firms that collect their own materials for further processing and marketing are also considered private carriers. Biomedical Waste Collection Biomedical waste is defined by Chapter 70.95K RCW. The regulation of some biomedical waste transportation is pre-empted by 49 CFR. Jurisdictional health departments, local municipal ordinances, and the Utilities and Transportation Commission regulate the (for-hire) collection of biomedical wastes. Property contained and packaged biomedical wastes must be collected and transported by a certificated company, following UTC regulations. The biomedical waste may be disposed of at an approved biomedical waste handling facility, although it often ends up directly in a landfill. Biomedical regulations are not well defined in State rules and regulations. Reporting of all biomedical waste generated and disposed is not required by state law. While regulations may require all biomedical waste to be properly packaged and labeled, there is no tracking system to verify that the regulations are being followed. Companies that transport biomedical waste under UTC supervision must have emergency spill response plans, and they must train their drivers in safe handling procedures. In addition, they can only transport biomedical waste that has been properly packaged and labeled. Sharps, or needles, present special management and packaging problems. Companies that specialize in sharps pick-up most often use the "red bag." It is a heavy-duty, lined, red vinyl bag, about 14" long by 12" high, that can be filled approximately 4" to 5" deep. it works very well, is durable and easily recognized. For businesses and residents that do not use specialized transportation, Ecology recommends that sharps be placed in a sealed PET two-liter soda bottle before disposal to prevent puncturing during handling and disposal. The American Dental Association (ADA) recommends encapsulating sharps in plaster of Paris, and some haulers say that small, lined cardboard boxes are the most reliable. A clear packaging requirement needs to be developed that can be agreed upon by all parties that protects anyone that may come in contact with the waste.," 8 BUSINESS LIABILITY COVERAGE FORINJII Form SS 00 08 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension -Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORI'IPI Various provisions in this policy restrict coverage Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our' refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" s caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND DV INJURY) "coverage territory"; ADVERTISING NJUR A Insuring Agreement (b) The "bodily injury" or "property damage" occurs during the policy a. We will pay those sums that the insured period; and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury', listed under Paragraph 1. of Section .,property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the"bodily injury" seeking those damages- However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption .occurrence" or offense and settle any claim of such "bodily injury" or "property or"suit"that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known priorto the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance, and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory' insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1. of Section explicitly provided for under Coverage C. — Who Is An Insured or any "employee" Extension-Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an "occurrence"or claim: (1) To "bodily injury" and "property (1) Reports all, or any part, of the "bodily damage"only if: injury" or "property damage" to us or any other insurer, Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury"or"property damage'; or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for. "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices, and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury" professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend be deemed to be caused by an "occurrence", but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services, and any vehicle to which Business Liability Coverage for"bodily injury" applies. We (b) You are not engaged in the b do not have to furnish these bonds. business or occupation of providing such services. (3) The cost of appeal bonds or bonds to release attachments, but only for bond (2) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one"occurrence", investigation or defense of the claim or 2. MEDICAL EXPENSES "suit", including actual loss of earnings up to $500 a day because of time off Insuring Agreement from work a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the"suit". accident: (6) Prejudgment interest awarded against (1) On premises you own or rent, the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent; or applicable limit of insurance, we will not (3) Because of your operations; pay any prejudgment interest based on that period of time after the offer, provided that: 1 The accident takes lace in the (7) All interest t the full amount of any ( 1 P judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period, offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract" Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured, injury" and "property damage" and will (3) The obligation to defend, or the cost of not reduce the Limits of Insurance. the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same"insured contract" and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when: information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements, or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph (6)above,are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to. and the indemnitee; and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (i) Cooperate with us in the standpoint of the insured. This investigation, settlement or exclusion does not apply to "bodily defense of the"suit", injury" or "property damage" resulting from the use of reasonable force to (i i) Immediately send us copies of protect persons or property, or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers received in connection with out an offense committed by, at the the"suit", direction of or with the consent or acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv) Cooperate with us with respect to coordinating other (1) "Bodily injury"or"property damage";or applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: 'suit" and (a) "Bodily injury", "property damage"or (ii) Conduct and control the '.personal and advertising injury"that defense of the indemnitee in the insured would have in the such "suit". absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a ..property damage" occurs consequence of(1) above subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity, attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury "bodily injury" or"property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract". the cost of, that party's defense f. Pollution has also been assumed in the same"insured contract", and (1) "Bodily injury", "property damage" or (ii) Such attorneys' fees and "personal and advertising injury" arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of"pollutants": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any c. Liquor Liability time owned or occupied by, or rented or loaned to any insured, "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to reason of: (i) "Bodily injury" if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person, smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol,or cool or dehumidify the building, or equipment that is used to (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or heat water for personal use, by use of alcoholic beverages. the building's occupants or their guests; This exclusion applies only if you are in the a "Bodilyinjury" or "property business of manufacturing, distributing, O g ry be selling, serving or furnishing alcoholic damage" for which you may be beverages. held liable, if you are a contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury"to: such premises, site or location (1) An "employee" of the insured arising is not and never was owned or occupied by, or rented or out of and in the course of: loaned to, any insured, other (a) Employment by the insured, or than that additional insured, or Page 4 of 24 Form SS 00 08 04 05 i BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire" subcontractor, (b) At or from any premises, site or (i i) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste, into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor, or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured, or damage" arising out of heat, smoke or fumes from a Any person or organization for "hostile fire", or whom you may be legally responsible, (e) At or from any premises, site or location on which any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on any insured's behalf are operations if the operations are to performing operations if the test for, monitor, clean remove, contain, treat, detoxify orr n neutralize, .pollutants" are brought on or to the premises, site or location in the in any way respond to, or assess the effects of,"pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any. subparagraph does not apply to: (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants"or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment"or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment' in, or 'Bodily injury' or "property damage' arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes L War operation and "loading or unloading". 'Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war, employment, training or monitoring of others by that insured, if the 'occurrence' which (2) Warlike action by a military force, caused the 'bodily injury" or "property including action in hindering or damage' involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto' or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these. you own or rent; y, Professional Services (2) A watercraft you do not own that is: Bodily injury', "property damage' or (a) Less than 51 feet long, and "personal and advertising injury' arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract' for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft, drawings and specifications, (5) 'Bodily injury' or "property damage' (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment`, or instruction, (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this exception does not apply if the insured 16) Any service, treatment, advice or has any other insurance for such 'bodily instruction for the purpose of e injury' or 'property damage', whether appearance skin enhancement, hair the other insurance is primary, excess, removal or replacement or personal contingent or on any other basis. grooming; h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, 'Bodily injury' or 'property damage' fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment' products or hearing aid devices; by an "auto' owned or operated by or rented or loaned to any insured, or Page 6 of 24 Form SS 00 08 04 06 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products, fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To Premises Rented To You as described in (a) Body piercing (not including ear Section D. - Limits Of Insurance. piercing); r h 2 f this n t Pa a Paragraph o s does o (b) Tattooing, including but not limited g t ( ) to the insertion of pigments into or apply if the premises are "your work) and under the skin; and were never occupied, rented or held for rental by you. (c) Similar services; Paragraphs (3) and (4)of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs (3) and (4)of this exclusion do Paragraphs (4)and (5)of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A. - Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included in the "Property damage"to: "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or ..products-completed operations hazard". damage to another's property, This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the"property damage"arises the damage arises was performed on your out of any part of those premises, behalf by a subcontractor. (3) Property loaned to you, n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically which you or any contractors or injured, arising out of: subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or"your work"; or arises out of those operations; or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work, Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting, repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others, or (1) "Your product", (c) An Internet search, access, (2) "Your work"; or content or service provider (3) "Impaired property" However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting, knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control, beginning of the policy period, (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail address, domain name or metatags, or by or at the direction of the insured; any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your person's right of privacy created by "advertisement"; any state or federal act. (5) Arising out of the failure of goods, products or services to conform with However, this exclusion does not any statement of quality or apply liability for damages that the performance made in your insuredd would have in the absence of '.advertisement" such state or federal act; (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services, (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site, name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images, or 'advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable (b) Slogan, unless the slogan is also (i) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity, or content on your web site, Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM i (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law, reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities, or persons or property which would not have occurred in whole or in (15) Arising out of discrimination or part but for the"asbestos hazard", humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury"to: encapsulating, containing, treating, (1) A person arising out of any. detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person, effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment, or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law, "personal and advertising injury"to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices described in Paragraphs (a), (b), or(c) law; or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or ..personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss,costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to a. Any Insured their duties as trustees. To any insured, except"volunteer workers". 2. Each of the following is also an insured, b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other than either your"executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies, company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by you or while performing duties related to To a person, whether or not an the conduct of your business. "employee" of any insured, if benefits for the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law or similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while C. WHO IS AN INSURED performing duties related to the conduct of your business, 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers, If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors you to provide such services. Your stockholders are also insureds, but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred, or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company), organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) Wth respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with respect to liability arising out of the operation as a named insured does not apply to injury or damage with respect to which an in the watercraft, and only if no other insured under this insurance is also an insurance any kind is available to that insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft, or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit with the distribution or sale of the A person or organization is an additional products, insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such person or organization is included as an product; additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor, or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s) or organizations) (referred to below as vendor), but only with respect to negligence of the vendor for its own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to. business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in ..property damage" included within the Subparagraphs(d) or(f), or ..productscompleted operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured reason of the assumption of person organization from liability in a contract or agreement. whom you have acquired uired such products, This exclusion does not apply to or any ingredient, part container, entering into, accompanying nying or liability for damages that the containing such products vendor would have in the absence of the contract or agreement, b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you, whom you lease equipment, but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally by the vendor; "personal and advertising injury" caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this fof the ownership, maintenance or use insurance does not apply to: of that part of the land or premises injury", leased to you. (a1 "Bodily "Property damage" or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality, or (a) Any "occurrence" which takes (b) "Bodily injury" or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e, above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b our behalf: ) In connection with your premises y owned by or rented to you, or (a) In connection with your premises, (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured, and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or .,personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications, or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. — Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. ..personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds, .'property damage" to any one premises, while b. Claims made or"suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations. It. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of. expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section, railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM I If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit'; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information, paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3. above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for anadditional Period of less than n 12 months. In that case, the additional period will be or damage which this insurance deemed part of the last preceding period for purposes may also apply . of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the You or any additional insured must see to other insurer for defense and indemnity. it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense, known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual, against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership, (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received, insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit" as soon as practicable, insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Otherinsurance insurance required by that law. b. With respect to "mobile equipment" to a other valid and collectible insurance is available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, It. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured, but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented you settlement means a settlement and release of or temporarily occupied by youu with liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner, a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured, and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos"or watercraft to a claim is made or"suit" is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete, the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us, and Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance, and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance, or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary, If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -GramorOf Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury' caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the persons) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured —Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations, these additional insureds, the following b. With respect to the insurance afforded to additional exclusions apply. these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any 'occurrence' that takes place This insurance does not apply to after you cease to lease that land, or (1) Any 'occurrence' which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises, or performed by or on behalf of such (2) Structural alterations, new person or organization. construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision —Permits person or organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products, additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product, the state or municipality, or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured —Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this .'your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part or provides coverage for "bodily injury" or Subparagraphs (d) or(f); "property damage" included within the (ii) Such inspections, "products-completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured —Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor, Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of. demonstration, testing, or the a. Their financial control of you, or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container, Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured —Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television, behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional insured(s), or (5) Newspaper, (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement"does not include "products-completed operations a hazard". . The design, printed material, information or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property damage" or "personal an advertising It. An interactive conversation between or injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form, field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications, or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the G. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. S. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement, and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work", of travel or transportation between any or places included in a. above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you in the territory described in a.above, a. A contract for a lease of premises. However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory rri described in a. ry person or organization for damage b P 9 9 Y fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement, America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality, b. Created or used on, or e. An elevator maintenance agreement, or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for"bodily injury" or "property 8. "Employee" includes a "leased worker". damage" to a third person or organization, Employee" does not include a "temporary provided damage" the hcaused"bodilyinjury"in whole or "property worker". or in part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. 10. "Hostile fire" means one which becomes Paragraph f. includes that part contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous,or that part of any contract or agreement. Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills, or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e. Vehicles not described in a., b., c., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage; or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment, or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers, rendering or failure to render professional services, including those f. Vehicles not described in a., b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes inspection, architectural or other than the transportation of persons or engineering activities. cargo. 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment" but firm, to perform duties related to the conduct of will be considered "autos": your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker". gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing, or aircraft, watercraft or"auto"; (c) Street cleaning, b. While it is in or on an aircraft, watercraft or (2) Cherry pickers and similar devices "auto", or mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or"auto" to the place where it is workers, and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto'. well servicing equipment. 15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment. the same general harmful conditions a. Bulldozers, farm machinery, forklifts and 17. 'Personal and advertising injury" means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses' b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment, next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads, d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor, must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of privacy, (1) The transportation of property, unless f. Copying, in your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea"or style of"advertisement", or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement" or insured; or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person materials. 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means: thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. "Products-completed operations hazard", physical injury that caused it, or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or"your work" except: "occurrence"that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession, or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent; or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your"employee" Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work, (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you, and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25 "Your work": 24. "Your product': a. Means a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf, and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You, or operations. (b) Others trading under your name, b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired, and of"your work", and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product` and Page 24 of 24 Form SS 00 08 04 05 / i MEN LawBase `v,,s,, * / / I i City of Kent — Civil Office LawBase Implementation STATEMENT OF WORK Prepared by: Philip L. Homburger Prepared Date: October 10. 2018 This Services Agreement is made and entered by and between City of Kent—Civil Office ("Customer" or "Client") with principal offices at 220 Fourth Avenue, Kent, WA 98032, and Synaptec Software, Inc., ("Synaptec"), with principal offices at 4155 E. Jewell Avenue, Suite 600, Denver, CO 80222, With respect to this agreement Customer wishes to purchase software and associated services manufactured and provided by Synaptec, and, once executed, Synaptec is responsible for and assumes liability for the below referenced responsibilities and for their performance under this Agreement. Synaptec shall exercise commercially reasonable efforts to provide Customer the services set forth below. Services will be delivered with informal documentation and knowledge transfer throughout the engagement. This engagement is offered on a Time and Materials ("T&M") basis and is provided for budgetary and planning purposes based on the best information available at the time of document creation. If the scope of this SOW changes due to additional requirements or the estimated duration of the project is exceeded, additional services may be necessary. Synaptec reserves the right to execute a change order in the event budget and/or duration are exceeded. Client Contact Information Scott Fukuda (253) 856-4621 SFukuda@ci.kent.wa.us Confidentiality Notice The ideas and designs set forth in this document are the property of LawBase and may not be disseminated, distributed, or otherwise conveyed to third persons without the express written permission of LawBase. Synaptec Software, Inc —City of Kent—Civil Office 2 of 11 Statement of Work 1 Project Overview The purpose of this project is to install the LawBase Case Management System, The LawBase products to be installed and configured will include: • LawBase (Includes LBDesign and LBAdmin) • HotDocs Document Assembly Software • Outlook/Exchange Integration The following services description is based on information gathered during the sales cycle. In the event that requirements change during the course of the project, LawBase reserves the right to issue a change order to implement the additional services. The project will generally be executed as follows: • Project Management • Screen Design Consulting • Installation of LawBase • Integration Implementation 2 High Level Project Function Review The following section describes the functionality of the proposed system based on the best information available as of the writing of this document. Together the Client's IT team and the LawBase team will design a LawBase system to support the agency, building on the benefits of: • Adaptable Database—Support for multiple practice areas, an unlimited number of user-defined fields, and the tools to make database design changes. • Contemporary User Interface —LawBase includes an intuitive Microsoft OfficeTM style ribbon, providing quick access to the most commonly used features. • Smart FoldersTM —A unique method of automatically grouping files and matters in any manner desired. SmartFolderST" can be used to track cases by Attorney, by status, by value, or any other information contained in the database. • Calendaring —The LawBase calendar tracks important dates and tasks from within a related case or file or from a personal calendar. The calendar allows for graphic group scheduling and is visually pleasing with day, work, work-week, month, year and timeline views. Calendar entries will be synchronized with each user's individual Outlook calendar via an included Microsoft Exchange integration tool. • HotDocs®—HotDocs is the document assembly module. When a document is assembled it can automatically create notes and tasks as well as update any information in the LawBase database. HotDocs can also be used as a standard report writer. • Security—Advanced security models allow for permission based access to information based on individual, group and role based models. 3 Resources The following resources will be provided for this project: LawBase Project Manager • LawBase Screen Design Consultant(s) LawBase System Integration Consultant(s) At a minimum, the following Client resources may need to be available during this project: Synaptec Software, Inc. —City of Kent—Civil Office 3 of 11 Statement of Work • Database Administrator • Network & Active Directory Administrator • Microsoft Exchange Administrator • Client Project Manager • Subject Matter Experts Client is also responsible for the following actions. • Determining whether LawBase will achieve the results Client desires, • Procuring, installing, and operating computers, operating systems and Microsoft SQL Server on which to run LawBase; Providing a proper environment and proper utilities for the computers on which LawBase operates, including an uninterrupted power supply, • Selecting and training Client's personnel so they can operate computers and so they are familiar with the accounts and records that serve as input and output for LawBase; and Establishing adequate operational back-up provisions in the event of a defect or malfunction that renders LawBase or the computer systems on which they operate non-operational. Synaptec reserves the right to charge additional service fees if the Client seeks assistance with respect to general information technology questions that are not specifically related to Synaptec or any other matters not directly relating to the operation of LawBase and other products purchased in this agreement. Synaptec does not hold itself out as a professional expert or adviser regarding Client's computer or information needs, nor will Synaptec be evaluating Client's current business processes to recommend improvements or changes. Synaptec is not responsible for obsolescence of LawBase that may result from changes in Client's requirements. 4 Project Scope / Deliverables This section describes the deliverables for this project. The following services description is based on information gathered during the sales cycle. In the event that requirements change during the course of the project, Synaptec reserves the right to issue a Change Order (example attached) to implement the additional services. The services for this project include the installation and configuration of the LawBase software for Client. This implementation is for Client only. The deliverables are described in detail below. 4.1 Project Initiation and Management Synaptec and Client will begin the project by reviewing Client's software, hardware and business expectations to ensure the entire project team understands the requirements of the project. Project initiation includes: • Initial kick-off meeting with your management team to review the overall project objectives and goals. • Review the high-level case management requirements. • Discuss the security requirements. • Review server and network infrastructure environment. • Provide recommendations for additional hardware and additional software (if applicable). • Discuss roles and responsibilities for all members of the project team. • Discuss expected project timeline and complete a project plan for the implementation. Synaptec Software, Inc. - City of Kent-Civil Office 4 of 11 Statement of Work • Schedule regular status meetings and reporting structure, Synaptec provides part-time project management services and will assign a Project Manager to the project. The Project Manager's tasks include: • Regularly preparing and communicating status reports for delivery to Customer; • Collaborating with Customer to create, maintain, and manage a project plan; • Regularly conducting/participating in status meetings; • Serving as LawBase lead for all project-related communications; and • Tracking time and expenses associated with the delivery of services. Synaptec will assign a Consultant to this project. The Consultant is responsible for directing the execution of the project. This responsibility includes building the project team; analyzing the project requirements, and coordinating all resources necessary to ensure Synaptec delivers the project as committed to our customer. Synaptec believes proper communication and coordination are critical to overall project success. Client will be required to assign its own Project Manager or point person for the duration of the LawBase implementation project. This person will provide access to and assign appropriate Customer resources, whether network, database, system, or subject matter experts, necessary to complete project tasks. 4.2 Project Pbnalysis and Screen Design • Client will be provided with questionnaires seeking information about its current system or set-up. • Screen design begins with consulting meetings with a Synaptec consultant. The purpose of these meetings is (1) to provide Synaptec with an inside look at your operations and, (2) to create a working prototype of your customized database. • After the initial prototype is developed, there is a period where any screen design changes or additions can be made, typically in two iterations of changes and review. • Screen Design is completed when the Screen Design Agreement has been signed and returned to Synaptec Software. • At the initial meetings, your consultant will also provide an overview of the main administrative areas: LBAdmin, HotDocs, Reports, LBDesign, and WorkFlow 4.3 Data Migration/Conversion Client has elected to perform its own data migration (if any) into the LawBase program. As such, Synaptec is not responsible for any data conversion performed or attempted. In the case that Client's conversion fails, Synaptec shall not be obligated to correct the failure. If Synaptec does choose to correct the Client's failed conversion, it will be at an additional cost to the Client. That work will be specified in a separate SOW. 4.4 LawBase Product Installation & Configuration Synaptec will install LawBase at a time mutually agreed upon between the parties. Synaptec will not be responsible for hardware, operating system or database server setup or configuration or work with any other non-Synaptec application programs. Installation will include the following tasks: • LawBase Program Installation and Configuration • LawBase Client Installation • LawBase Database installation on Client's Microsoft SQL Server Synaptec Software, Inc. - City of Kent-Civil Office 5 of 11 Statement of Work It will be necessary for Client to provide remote access to both the application and SQL servers. It will also be Clients responsibility to have a database analyst from Client's IT staff available should any questions arise during the installation. Note that, as described in the LawBase Technical Specifications, LawBase is not supported over a VPN connection. 4.5 Integrations Any third-party integrations will be implemented after screen design is complete. Consulting with Client and other vendors to reach agreement on integration methodology may occur at any time after project initiation. Outlook/Exchanoe Onteoration: Synaptec will provide an application (LBExchange) which is installed on a workstation or server which must have the ability, and security rights, to access both the LawBase SQL Server database and the Exchange Server. The synchronization includes the following elements: o Calendar and Task Entries: • LawBase appointments will appear in Outlook as Outlook Appointments • LawBase to-do's (calendar items that have only a deadline, not a block of hours) will appear in Outlook as Tasks. • Appointments created in Outlook may be automatically created in LawBase. These items will need to be manually associated with a case (matter) in LawBase if such association is desired. o Contacts: LawBase Contacts may be created and updated in Outlook. Each user may specify which contacts are to appear in Outlook. Updates will only be valid when made in LawBase. o Frequency of synchronization: To be determined at the system level. It is the same for all LawBase users. 4.6 Remote Administrative Training This includes: LBAdmin, HotDocs, Reports, LBDesign, and WorkFlow. These training sessions are conducted remotely in multiple two hour sessions. After completing each session, Client can start using the skills to create templates and reports, set up LBAdmin and build WorkFlows. Administrative training is anticipated to occur simultaneously with screen design and integration installation 4.7 End Uscr Training A Synaptec representative will conduct End User training sessions. These may be conducted on site at your office or remotely. Synaptec will accommodate coordination of scheduling to maximize effectiveness of training with other applications. In addition, Client will have access to extensive LawBase User and Administrative Manuals. Synaptec will not create customized documentation for the Client's system. Additional training in excess of the time provided in Section 5, may be obtained by the Client at the then- current daily rate. The current daily rate for additional training is $1,800.00 per day for on-site training plus travel expenses and $225.00 per hour for remote training. Additional training shall be scheduled at mutually acceptable times. If Client elects to have End user Training on-site, Synaptec will charge, and Client will pay, for Travel Expenses in accordance with the terms of this agreement. Synaptec Software, Inc, -City of Kent-Civil Office 6 of 11 Statement of Work 4.8 Acceptance Testing Client is responsible for managing user acceptance testing (UAT). The success of this project is dependent upon the Client allocating adequate resources to UAT. Changes/Enhancements resulting from UAT are included in the scope of this project but may necessitate a change order and an increase in the project time or cost. The estimate given for time needed by Synaptec to support the client during Acceptance Testing is based on assumption that the client will complete the Acceptance Testing within a 2 week period. Once UAT is complete, Client must provide Synaptec with a signed LawBase User Acceptance Agreement, which is attached to this agreement. Synaptec Software, Inc. -City of Kent-Civil Office 7 of 11 Statement of Work 5 Project Fees PRODUCTS LawBase Concurrent User Licenses 9 $1,000.00 $9,000,00 HotDocs User License 9 $100.00 $900,00 LawBase/Exchange Integration 1 $1,000.00 $1,000.00 Products Total $10,900.00 T,�YC ANNUAL SUPPORT & MAINTENANCE Annual Software & Maintenance Fee $2,180.00 T by SERVICES Installation of LawBase 1 $900.00 $900.00 Project Management 1 $1,800.00 $1,800.00 Design & Consulting for LawBase (8-hour days) 5 $1,800.00 $9,000.00 Administrator Training (Five, two hour sessions, $1,800.00 $1,800.00 conducted remote) End User Training (One, four hour session, conducted $900.00 $900.00 remotely). Services Total $14,400.,0(0 tJ�,hy `�R�IY�:� •t!��,r%iii /i,,,;,; i„ i,,,i ,✓.; ;; / .,,,, j,/ll,���,�/i //i//i�/i.. rj�iii i/%nib (. ���Tykl�; This engagement will be performed on a Time and Materials (T&M) basis. The estimate provided is based on information provided during the sales cycle, conference calls and subsequent email correspondence. All estimates assume an 8-hour day. The estimates are quoted as actual labor-hours required. The deliverables are broken down to provide a general guideline of how the time will be allocated, but the time is not exclusive to that deliverable. G Project Approval. This Statement of Work estimate is valid for 90 days from the Prepared Date For City of Kent - Civil Office ry For Synaptec Software, Inc. Signature Signature -�� G ��— . _Philip L. Homburger Name Name _President TitT Title _10/12/2018 Date Date Synaptec Software, Inc. -City of Kent-Civil Office 8 of 11 Statement of Work i Change Request Form ,�I If, This Change Request Form is offered on a Time and Materials(T&M) basis and is provided for budgetary and planning purposes based on the best information available at the time of document creation. If the Request scope of this Change `\ p g 1� changes due to additional requirements or the estimated duration of the project is exceeded, additional services may be necessary. Request Change No: Change request date: Estimated cost: Estimated time: --.._..._...._......... — Change priority: Requested by: Change Summary: Change Authorization Customer Signatures Customer Date, LawBase Signature LawBase Date. Synaptec Software, Inc, —City of Kent—Civil Office 9 of 11 Statement of Work LAWBASE USER LawBa ACCEPTANCE AGREEMENT THIS IS TO CERTIFY that our customized LawBase system has been configured the way we wish it to appear and function. It is also understood that any other changes required after this point may require additional design and conversion time, along with additional costs. Please use the checklist below in your acceptance testing prior to signing and returning agreement to Synaptec Software, Inc. Check to Item indicate Yes 1. Have all users been set up in LBAdmin? 2. Have you set up any security needed in LBAdmin? 3. Can all users get to LawBase12? Has all access been set up and tested (Shortcuts/RDP access/Citrix, etc.)? 4. Has every field been tested for data entry? 5. Have you created and tested any HotDocs and/or Reports needed for go live? 6. Have you thoroughly tested any/all integrations to LawBase (if applicable and needed for go live)? 7. Have you determined who will be responsible for and when frequent program updates will take place? FOR LOCAL INSTALLATIONS: Have you created a plan to roll out program updates to all your local machines? 8. Have you ensured that LawBase12 program files and SQL databases are part of your back up routine? 9. If applicable, was data migration completed satisfactorily? FOR THE CLIENT FOR SYNAPTEC SOFTWARE Signature Signature Name and Title Name and Title SYNAPTEC SOFTWARE, INC. DBA LAWBASE Firm Name Date Sent Date Received Synaptec Software, Inc. -City of Kent-Civil 10 of 11 Statement of Work LAWBASE SCREEN DESIGN LvraC, . AGREEMENT THIS IS TO CERTIFY that our customized LawBase database screens are the way we wish to have them appear. It is also understood that any other changes required after this point will require additional design and conversion time, along with additional costs. FOR THE CLIENT FOR SYNAPTEC SOFTWARE Signature Signature Name and Title Name and Title SYNAPTEC SOFTWARE, INC. DBA LAWBASE Firm Name Date Sent Date Received Synaptec Software, Inc. —City of Kent—Civil 11 of 11 Statement of Work LawBase Case Management Software j� End User License Agreement This License Agreement is between Synaptec Software, Inc., a Colorado Corporation with its principal offices located at 4155 East Jewell Avenue, Suite 600, Denver, � Colorado 80222 (hereinafter referred to as "Synaptec" or"Licensor"), and City of Kent—Civil Office, located at 220 Fourth Avenue, Kent, WA 98032 (hereinafter "Licensee"). i/ Whereas, Synaptec has the right to license the Licensed Software defined below), 9 ( ) and Whereas Licensee desires that Synaptec license to Licensee perpetual, non- 9 9 exclusive rights to use the Licensed Software under this License Agreement. NOW, THEREFORE, in consideration of the mutual promises set forth herein, Synaptec and Licensee (collectively, the "Parties") agree as follows: 1.0 License: 1.1 Synaptec owns the copyright in a computer program entitled "LawBase" (hereinafter referred to as the "Licensed Software") and In associated user instructions and reference documents. The term "Licensed Software" as used in this Agreement is defined as the computer program and routines known as LawBase including all updates, improvements, versions, enhancements and customized elements, including, but not limited to, screen designs, thereof from time to time developed by Synaptec which are released during the term of the license granted herein. 1.2 Possession of such copies of the Licensed Software confers no rights in Licensed Software except as expressly provided herein and subject to the terms and conditions of this Agreement. 9l 1.3 Synaptec hereby grants to Licensee a perpetual, nonexclusive license to use the Licensed Software for its business purposes. 1.4 LawBase user licenses purchased by Licensee are concurrent. Licenses for additional concurrent users may be purchased at any time from Synaptec at the then-current cost for new user licenses. J 1.5 Licenses and licensing fees do not include any database server or runtime ii modules. A Microsoft SQL database server and appropriate Client Access ti Licenses (CALs) are required and must be purchased separately by the 1 f Licensee. J 1.6 Any licenses to third party applications included in the price of the contract are listed in Exhibit A. or t7 Worldox: Synaptec is a licensed reseller of the Worldox Document f Management system. If Worldox/LawBaseDM licenses are included in Exhibit A, Synaptec will provide, either directly or through a Worldox consultant, installation files, installation support, system configuration support, training and the first year of annual support. Licensee will be required to sign a separate End User License Agreement with Worldox directly. If Licensee Synaptec Software,Inc.EULA Page 1 of B City of Kent—Civil Office �� �)�'� a i chooses to continue annual support for Worldox after the first year of installation, that support agreement will be made directly with Worldox. � 1 1.8 There are no Synaptec products other than LawBase provided as part of this 9 9 expressly Licensing Agreement unless ex ressl listed in Exhibit A. 1.9 The software shall be deemed to be"installed" as the term is used in this j / Agreement, at the conclusion of Licensee's End User Training and upon Licensee's execution of the User Acceptance Agreement. f � 2.0 Scope of Rights and Limitations of Use: Under the terms of this Agreement, Licensee shall have the right to: G 2.1 Install the Licensed Software at the Licensee's office specified above and to �N make suitable backup copies of the software as may be necessary for / Licensee's initial testing of the Licensed Software, and/or archival of /i information contained in the program only. 1 �r%/riI 2.2 User Instructions: Synaptec will provide an electronic copy of the associated user instructions. Licensee may, at its own expense, make a number of copies of the associated user and reference documentation as is necessary l % for its own internal use. 2.3 Licensee shall not translate, modify, or update the Licensed Software without the prior written consent of Synaptec. Licensee may assign this Agreement and any of its rights and/or obligations hereunder upon written notice to Licensor to any of Licensee's affiliated companies or to an entity with or into vj which it is merged or consolidated or to which it sells all or substantially all its / capital stock or assets, with the consent of Licensor. Otherwise, Licensee l shall not, without Licensor's prior written consent, assign, delegate, sublicense, pledge, or otherwise transfer this license or any of its rights or obligations under this license to any party. 3.0 Software Support and Maintenance: 3.1 Licensee's initial contract price includes the cost for the first year of Annual Support, which will begin at the conclusion of End User Training and execution of the User Acceptance Agreement. Subsequent years of annual i; support will be calculated at a rate of twenty percent (20%) of the cost of the software, which is defined as the cost of the user licenses plus any third party licenses (Worldox not included), interfaces, or integrations listed in Exhibit A. If Licensee purchases additional user licenses or integrations/interfaces, Licensee's Annual Support will increase by twenty percent (20%) of the total 1 �r cost of said additions. Licensed Software user licenses are concurrent and may not be severed for purposes of annual support. Annual Support will be �2 invoiced 45 days prior to the current support year's expiration. 1111 r NO, `" 3.2 Software Support will be provided to a single contact within Licensee's organization as Licensee may designate from time to time. % 3.3 Software Support shall be provided by: Synaptec Software, Inc,EULA Page 2 of 8 City of Kent—Civil Office 3.3.1 Telephone: Synaptec will provide telephone software support 1 from 6:00 a.m. to 6:00 p m. Mountain Time, Monday thru Friday, exclusive of holidays. / 3.3.2 E-mail: Synaptec will provide Licensee with a current Internet e- mail address to which support questions can be submitted. The current e-mail address is support@lawbase.com. 3.3.3 Remote Access: Licensee shall be responsible for providing remote connectivity between Licensee and Synaptec (Synaptec Y will provide a list of acceptable software upon request). Remote access via an approved TCP/IP connection is preferred. Licensee understands that only limited support can be provided to Licensee without remote access to the Licensee's computers. 3.4 The first year of annual support is required and will begin immediately at the %j conclusion of End User Training for a period of one year. At the conclusion of the initial twelve (12) month period the Licensee may elect an annual Software Maintenance (as defined below) plan or elect hourly telephone /N support. 3.4.1 Software Maintenance Plan: Licensee may elect to purchase an annual Software Maintenance Plan and is charged at twenty percent (20%) of the then-current list price of the Licensed j= Software. The price of Software Maintenance is based on all concurrent user licenses. User licenses may not be severed for Software Maintenance purposes. Software Maintenance includes any program updates, changes and enhancements, bulletins, documentation (exclusive of printing charges), and information on techniques as may from time to time be made available. The software maintenance does not include hardware, operating system or database server setup or configuration or work with any other non-Synaptec application programs. Software maintenance shall not include training, design of reports, design of HotDocs templates, or screen changes. j 3.4.2 Telephone Support: In the event that Licensee does not enroll in the Annual Software Maintenance Plan, described in Section � %! 3.4.1, then Licensee will automatically be enrolled in a telephone j support program. Licensee will be billed at the then-current hourly rate. The current rate is $225.00 per hour with a one hour jminimum per call. Synaptec reserves the right to request �i payment for support in advance. Licensee will not be entitled to any free updates or enhancements to the software if Licensee elects to be on telephone support. Finally, Licensee should be aware that priority in support response is provided initially to clients who are on Annual Maintenance. N Synaptec Software, Inc. EULA Page 3 of 8 City of Kent—Civil Office 4.0 Proprietary Protection and Restrictions: t 4.1 The Licensed Software and all intellectual property rights, including without limitation patent, copyright and trade secret rights, in the Licensed Software and in the associated user instructions and reference documentation are and shall remain the property solely of Synaptec. 4.2 Licensee shall indemnify and hold harmless Synaptec and its subsidiaries, li directors, officers, employees and agents from and against all judgments, claims, liabilities, actions, damages, suits, proceedings, awards, losses and f expenses including reasonable attorneys fees incurred by Synaptec as a result of unauthorized disclosure of the Licensed Software f by Licensee to a third party. 4.3 Licensee shall not (i) modify, disassemble, recreate, copy, decompile, or 1�� reverse engineer the Licensed Software, or an portion thereof, or a create 9 Y p w j��� derivative works from, adapt, modify, or enhance the Licensed Software without Licensor's prior written consent. 4.4 Licensee acknowledges and agrees that the Licensed Software may install with functionality which is designed to protect against unauthorized use. Such % Licensed Software may from time to time communicate with a remote system operated by Synaptec in order to validate license rights and to maintain it continued operation of the Software. 2 5.0 Limited Warranty and Limitation of Liability: 5.1 Synaptec warrants for a period of one year after Licensee's execution of the User Acceptance Agreement and installation of the Licensed Software, for Licensee's benefit alone, that the Licensed Software, when operated with the equipment configuration and in the Licensee's environment specified by Synaptec, will perform in accordance with the technical specifications included or referred to in the applicable Program Description. Synaptec does not warrant that the Program will be error-free in all circumstances. In the �/l✓- h n1 Uf f h rJ h I es GV�GI II - n ny d GIG V� Gc VV VGIe4 4y JVV wa~~an 4 Ly LlcenJGG agli3yJ 4LV provide Synaptec with sufficient detail to allow Synaptec to reproduce the defect or error. Synaptec will correct such error or defect at Synaptec's facility by issuing corrected instructions, a restriction, or a bypass. If Synaptec is unable to correct such defect or error after a reasonable opportunity, �i Synaptec may refund the user license fees paid for the Licensed Software. "0 5.2 Synaptec represents, warrants and covenants to Licensee that: (i) after the receipt of full contract payment from Licensee, the Licensed Software j furnished to Licensee pursuant to this Agreement shall be free from computer viruses and any undocumented and unauthorized methods for terminating or disrupting the operation of, or gaining access to deliverables, work product, computer systems or other computing resources or data, or other code M features which result in or cause, In whole or in part, directly or indirectly, damage, lass or disruption to all or any part of Licensee's computer systems or other computing resources; and (ii) after the receipt of full contract payment from Licensee, the Licensed Software does not and will not Synaptec Software,Inc. El Page 4 of 8 City of Kent—Civil Office I r t incorporate any termination logic (e.g., disabling code, devices or trap doors) to repossess or otherwise render such Licensed Software inoperable. Synaptec is not responsible for any defect or error not reported during the jwarranty period or any defect or error in the Licensed Software that Licensee / L has modified, misused or damaged. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, SYNAPTEC SHALL HAVE NO LIABILITY FOR THE LICENSED SOFTWARE OR ANY SERVICES PROVIDED, INCLUDING ANY LIABILITY FOR NEGLIGENCE, SYNAPTEC MAKES AND LICENSEE RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR ANY OTHER COMMUNICATION; AND SYNAPTEC SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. However, the implied warranty of non-infringement is specifically excluded from this disclaimer and waiver, and Synaptec warrants that it has r all necessary intellectual property rights to market the Licensed Software and I license it to Licensee. In no event shall either party be liable to the other for any consequential, indirect, special, or incidental damages, even if such party has been advised of the possibility of such potential loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies. 5.3 If a claim of infringement is made, Licensor agrees to defend, indemnify, and hold Licensee, its officers, officials employees, and agents harmless from any and all claims, injuries, damages, losses, or suit, including legal costs and d attorney fees, except for that portion of injuries and damages caused by the City's negligence. If such claim is made or appears possible, Licensor may, at its option, secure for Licensee the right to continue to use the Licensed Software, modify or replace the Licensed Software so it is non-infringing, or, if neither of the foregoing options is available in Licensor's judgment or t acceptable to Licensee, require Licensee to return the Licensed Software for a credit equal to all license and maintenance fees previously paid to Licensor. Licensor shall have no obligations under this Section 5 for any claim arising from or related to (a) the combination of the Licensed Software with other products, software, or other technology by Licensee, only to the extent such combination was not authorized, recommended or approved by Licensor, or (b) any modification, alteration, or change to the Licensed Software, and only to the extent such modification, alteration or change was not authorized, ly recommended or approved by Licensor. THIS SECTION 5 STATES LICENSOR'S ENTIRE LIABILITY TO LICENSEE FOR ANY INFRINGEMENT i OR VIOLATION OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE LICENSED SOFTWARE PROVIDED l 1/ HEREUNDER. 6.0 Default: If either party to this Agreement violates any of its material obligations under the terms of this Agreement, the other party shall have the right to terminate the license granted by this Agreement upon thirty (30) days' l q advance written notice. Such notice of termination shall become effective j/ unless the violating party cures the violation to the non-violating party's sole, but reasonable and good faith, satisfaction within the thirty (30) day period. ff Synaptec Software, Inc EU LA Pages of Clry of Kent—Clvll Office 1 J /r ✓ 7.0 Termination: Licensee shall have the right to terminate the license granted by this Agreement upon 30 days' advance written notice to Licensor. Excluding an issue of Licensee's default under section 6, Licensor shall have the right to terminate the license granted by this Agreement upon providing 180 days' advance written notice to Licensee. 7.1 Upon termination of this License, Licensee shall immediately return to Synaptec or destroy all of the Licensed Software and all copies of the associated user instructions and reference documentation. Within thirty (30) days after the termination of this License, Licensee shall certify in writing that, rJ� 1, to the best of Licensee's knowledge, all of the Licensed Software and ed.documentation has either been returned or destroyed. y i 72 The termination of this agreement shall not affect any licensing, support, or other agreements that Licensee made with third parties in relation to the � f LawBase installation. 'Ai 8.0 Notices: All notices or other communications required to be given hereunder shall be in writing and delivered either personally or by recognized overnight f�jr,, courier, U.S. mail, certified, return receipt requested, postage prepaid, and addressed as provided in this Agreement or as otherwise requested by the "1 receiving party. Notices delivered personally shall be effective upon delivery and notices delivered by mail shall be effective upon their receipt by the party J to whom they are addressed. r% If to Licensee: If to Synaptec: /IN City of Kent — Civil Office Synaptec Software, Inc. 220 Fourth Avenue 4155 E. Jewell Avenue Kent, Washington 98032 Suite 600 Denver, CO 80222 Attention: Philip L. Homburger - 9.0 Miscellaneous: 9.1 This Agreement does not apply to hardware, operating systems or other application software not provided by Licensor. is 9.2 This Agreement shall be governed by and construed in accordance with the W laws of the State of Washington. If the parties are unable to settle any e� 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 y",fi, ,/ 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 theparties' performance of this l Agreement, each party shall pay all its legal costs and attorneys fees incurred in defending or bringing such claim or lawsuit, including all appeals, rir " in addition to any other recovery or award provided by law; provided, rrri 'i Synaptec Software, Inc EULA Page 6 of 8 City of Kent—Civil Office Sri r however, nothing in this paragraph shall be construed to limit Licensee's right to indemnification under section 5. / f 10.0 Severability: 10.1 If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or Gay, part-provision shall, to the extent required, 6e deemed to be deleted, and the f validity and enforceability of the other provisions of this agreement shall not 7 be affected 102 If any invalid, unenforceable or illegal provision of this agreement would be A valid, enforceable and legal if some part of It were deleted, the parties shall "�% negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves „) the parties' original intention. j% 9 Y p y 11.0 Modifications and Waivers: This Agreement may not be modified except b a writing signed by authorized representatives of both parties. A waiver by either party of its rights hereunder shall not be binding unless contained in a % % writing signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any provision on one (1) occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing. It is agreed that no use of trade or other regular practice �9 or method of dealing between the parties hereto shall be used to modify, i interpret, supplement, or alter in any manner the terms of this Agreement. Accepted by: i �j City of Kent—Civil Office Synaptec Software, Inc. I� By: 1 By: a Name: �@ � fi , Name: Philip L. Homburger Title: Title: President V. / > J Date: Date: 10/12/2018 Synaptec Software, Inc,EULA Page 7 of B City of Kent—Civil Office l/ f Exhibit Description Quantity LawBase Concurrent User Licenses 9 ... ... _ ........ 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