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HomeMy WebLinkAboutCAG2021-016 - Original - Broderick Architects, PLLC - Courthouse Replacement Generator Phase I & II - 01/20/2021ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: Director or Designee Mayor Date of Council Approval: Grant? Yes No Type:Review/Signatures/RoutingDate Received by City Attorney: Comments: Date Routed to the Mayor’s Office: Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Basis for Selection of Contractor: Termination Date: Local Business? Yes No* Business License Verification: Yes In-Process Exempt (KCC 5.01.045) If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? Yes No Contract Number: Agreement Routing Form For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Budget Account Number: Budget? Yes No Dir Asst: Sup/Mgr: Dir/Dep: rev. 200821 FOR CITY OF KENT OFFICIAL USE ONLY (Optional) * Memo to Mayor must be attached N/A Other 54026905.64120.5825 810W Contract 01/14/2021 Broderick Architects, PLLC 4 Other35125 4 4 Parks, Recreation & Community ServicesDiana Lazouski 4 19900 4 4 Asap 01-31-2022 N/A Upon Approval 1/20/21 CONSULTANT SERVICES AGREEMENT - 1 ($20,000 or Less) CONSULTANT SERVICES AGREEMENT between the City of Kent and Broderick Architects, PLLC THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Broderick Architects, PLLC organized under the laws of the State of Washington, located and doing business at 55 South Atlantic Street, #301, Seattle, WA 98134 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. The Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: As described in attached Exhibit A, incorporated herein, consultant shall provide design development, permitting assistance, construction documents and construction administration to install a new back-up generator in City of Kent Correction Facility located at 1230 Central Avenue South, Kent WA. The Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II.TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. The Consultant shall complete the work described in Section I by January 31, 2022. III.COMPENSATION. A.The City shall pay the Consultant, based on time and materials, an amount not to exceed $ 19,900, for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B.The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. C.Card Payment Program. The Consultant may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Consultant. If the Consultant voluntarily participates in this Program, the Consultant will be solely responsible CONSULTANT SERVICES AGREEMENT - 2 ($20,000 or Less) for any fees imposed by financial institutions or credit card companies. The Consultant shall not charge those fees back to the City. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which the Consultant’s services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Consultant’s services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Consultant’s business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant’s possession pertaining to this project, which may be used by the City without restriction. If the City’s use of the Consultant’s records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government (“force majeure event”). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Consultant shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Consultant due to a force majeure event. CONSULTANT SERVICES AGREEMENT - 3 ($20,000 or Less) Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Consultant to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Consultant to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Consultant. VII.DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. VIII.INDEMNIFICATION. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and the Consultant’s liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant’s part, then the Consultant shall pay all the City’s costs for defense, including all reasonable expert witness fees and reasonable attorneys’ fees, plus the City’s legal costs and fees incurred because there was a wrongful refusal on the Consultant’s part. The provisions of this section shall survive the expiration or termination of this Agreement. IX.INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. X.EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to the Consultant for the purpose of completion of the work under this Agreement. XI.OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and CONSULTANT SERVICES AGREEMENT - 4 ($20,000 or Less) become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. The Consultant shall make such data, documents, and files available to the City upon the City’s request. The Consultant 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. As such, the Consultant agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. The City’s use or reuse of any of the documents, data, and files created by the Consultant for this project by anyone other than the Consultant on any other project shall be without liability or legal exposure to the Consultant. XII. CITY'S RIGHT OF INSPECTION. Even though the Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XIII. WORK PERFORMED AT CONSULTANT'S RISK. The Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties’ performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VIII 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 the Consultant. CONSULTANT SERVICES AGREEMENT - 5 ($20,000 or Less) G.Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H.Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Consultant'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 Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. J.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.Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT SERVICES AGREEMENT - 6 ($20,000 or Less) CONSULTANT: By: _______________________________ Print Name: _________________________ Its: _______________________________ DATE: _____________________________ CITY OF KENT: By: _______________________________ Print Name: ________________________ Its: _______________________________ DATE: _____________________________ NOTICES TO BE SENT TO: CONSULTANT: Kevin J. Broderick Broderick Architects, PLLC 55 South Atlantic St, Suite 301 Seattle, WA 98134 (206)682-7525 (telephone) N/A (facsimile) NOTICES TO BE SENT TO: CITY OF KENT: Nathen Harper City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-8082 (telephone) (253)856-6080 (facsimile) ATTEST: Kent City Clerk [In this field, you may enter the electronic filepath where the contract has been saved] Brian Levenhagen Deputy Director Brian Levenhagen (Jan 19, 2021 12:04 PST) Jan 19, 2021 KJB (Jan 20, 2021 08:13 PST) KJB Principal Jan 20, 2021 KJB EEO COMPLIANCE DOCUMENTS - 1 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. By: __________________________________________ For: _________________________________________ Title: ________________________________________ Date: ________________________________________ Broderick Architects, PLLC KJB (Jan 20, 2021 08:13 PST) KJB Principal Jan 20, 2021 EEO COMPLIANCE DOCUMENTS - 2 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1.Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2.Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City’s nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1.Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City’s equal employment opportunity policy. 2.Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 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: ________________________________________ December 29, 2020 Nathen Harper City of Kent Facilities 220 Fourth Avenue South, Kent WA 98032 RE: Kent City Corrections Facility and Courthouse Replacement Generator Project Phase 1 & 2 Dear Nate, Broderick Architects is pleased to submit this proposal for Architectural Design Services associated with the continuation of the Kent City Corrections Facility and Courthouse Replacement Generator Project. Enclosed you will find: 1) Project Description 2) Proposed Scope of Services 3) Fee Schedule PROJECT DESCRIPTION The proposed project location is the Kent City Corrections Facility, 1230 Central Avenue South, Kent WA. Below is a recap of the scope of work we discussed: The City of Kent is looking to install a new back-up generator that is capable of running both the Kent City Corrections Facility and Courthouse in the case of a power outage. The scope of work to determine the feasibility of the project and establish a reasonable budget has been completed. You have asked for a revised proposal to take the project through permitting, construction documents, the bid process and construction administration. Broderick Architects’ involvement will involve coordination with the City of Kent Facilities and Robison Engineering to complete this scope of work. SCOPE OF SERVICES Phase One – Permit / Construction Documents 1. Refine and develop approved site plan, floor plans, exterior elevations, building sections and details (as required). 2. Prepare construction documents necessary for the bidding, permitting and construction of the project, including but not limited to the following: a. site plan b. demolition plans c. detailed floor plans d. site details e. exterior elevations showing the repairs required in each affected area f. project specifications 3. Coordinate with the electrical engineer as required. EXHIBIT A 4. Prepare documents for application to the City of Kent Building Services for the building and fire permits. Phase Two – Construction Administration 1. Assist with the negotiations and coordination with the general contractor (either through a negotiated process from a select group or a competitive bid process) and the establishment of a construction timetable. 2. Coordinate the bidding process and assist with the contractor agreement. 3. Attend weekly on-site coordination meetings. 4. Provide periodic observation to review the progress and quality of construction. 5. Provide timely responses to questions as they develop in the field. 6. Prepare construction memos, certifications of payment, certificate of substantial completion and final punchlist. FEE We recommend that the overall architectural design services be broken into the following phases: Phase One – Permit / Construction Documents: Broderick Architects: $9,300 Robison Engineering: $2,100 Phase Two – Construction Administration: Broderick Architects: $7,500 Robison Engineering: $1,000 TOTAL Phase Two and Three $19,900 Broderick Architects hourly rates are as follows: Principal - at a rate of $130.00 per hour. Staff Architect - at a rate of $110.00 per hour. BIM Manager - at a rate of $100.00 per hour. Technical Level II - at a rate of $95.00 per hour. Technical Level III - at a rate of $85.00 per hour. In the event we do not need to spend the anticipated time to complete the scope of services you will only be invoiced for the hours actually spent on your project. B. To control our cost and keep our fees as competitive as possible we have made the following assumptions: 1. Broderick Architects will work directly with Nate Harper, or another authorized project representative. 2. Broderick Architects is relying solely on the information provided by the Owner and a visual inspection of the site as a basis for performing the requested design services. Any unforeseen conditions encountered within the existing site conditions along with any Owner-initiated revisions to the accepted design will be tracked and billed on an hourly basis. 3. All fees noted are exclusive of standard reimbursable expenses. These include all printing, plots, reproduction, telephone, travel expenses, special mailing expenses, etc. C. Consulting Services: EXHIBIT A (Continued) 1. Given the scope of these projects we do not anticipate involving any additional engineers or consultants. D. Additional Architectural Services: Other services detailed below will be tracked and invoiced by hourly rates in addition to the fees outlined above. These activities are project specific and it is virtually impossible to accurately estimate the amount of time required. These include meetings, coordination and preparation for meetings with the local jurisdiction, required public meetings. E. Services not included in this proposal: 1. Soils test, Phase I and Phase II Environmental Reports, ALTA Survey, wetland delineations, traffic studies, permit fees, or special inspections. 2. Work resulting from Owner-initiated revisions following acceptance of the design. 3. Detailed estimates of construction cost. Please keep in mind that the staff at Broderick Architects is very flexible and service oriented. You may decide you do not wish us to perform all of the recommended services listed above. We will gladly work with you to revise the fee based on your specific requirements. Nate, we are prepared to proceed immediately with this project and are excited about the opportunity to continue to work with you. If the above meets with your approval, please execute and return a copy of this agreement to my office. This will serve as our formal notice to proceed. Please call if you have any questions or require any additional information. Sincerely, Kevin J. Broderick, AIA ACCEPTED: City of Kent date EXHIBIT A(Continued) EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A.Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1.Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be writtenon Insurance Services Office (ISO) form CA 00 01 or asubstitute form providing equivalent liability coverage. Ifnecessary, the policy shall be endorsed to providecontractual liability coverage. 2.Commercial General Liability insurance shall be written onISO occurrence form CG 00 01 and shall cover liabilityarising from premises, operations, independent contractors,products-completed operations, personal injury andadvertising injury, and liability assumed under an insuredcontract. The Commercial General Liability insurance shall beendorsed to provide the Aggregate Per Project EndorsementISO form CG 25 03 11 85. The City shall be named as aninsured under the Consultant’s Commercial General Liabilityinsurance policy with respect to the work performed for theCity using ISO additional insured endorsement CG 20 10 1185 or a substitute endorsement providing equivalentcoverage. 3.Workers’ Compensation coverage as required by theIndustrial Insurance laws of the State of Washington. 4.Professional Liability insurance appropriate to theConsultant’s profession. B.Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1.Automobile Liability insurance with a minimum combinedsingle limit for bodily injury and property damage of$1,000,000 per accident. EXHIBIT B (Continued ) 2.Commercial General Liability insurance shall be written withlimits no less than $2,000,000 each occurrence, $2,000,000general aggregate. 3.Professional Liability insurance shall be written with limits noless than 1,000,000 per claim. C.Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1.The Consultant’s insurance coverage shall be primary insurance asrespect the City. Any Insurance, self-insurance, or insurance poolcoverage maintained by the City shall be excess of the Consultant’sinsurance and shall not contribute with it. 2.The Consultant’s insurance shall be endorsed to state that coverage shallnot be cancelled by either party, except after thirty (30) days priorwritten notice by certified mail, return receipt requested, has been givento 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 behalfof the Consultant and a copy of the endorsement naming the City asadditional insured shall be attached to the Certificate of Insurance. TheCity reserves the right to receive a certified copy of all required insurancepolicies. The Consultant’s Commercial General Liability insurance shallalso contain a clause stating that coverage shall apply separately to eachinsured against whom claim is made or suit is brought, except withrespects to the limits of the insurer’s liability. D.Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E.Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. EXHIBIT B (Continued ) F.Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. A��''�� CERTIFICATE OF LIABILITY INSURANCE MM/DDIYYYY DAT12i3i2o2o ) 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(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hall & Company 19660 10th Ave NE Poulsbo WA 98370 CONTACT NAME: Robyn Miller PHONE/ o Ext : 360-626-9535 � No , 360-626-9535 EMAIL ADDRESS: robyn.miiler@assuredpartners.com INSURERS AFFORDING COVERAGE NAIC # INSURER A: Underwriters at Lloyd's, London/AEGIS INSURED BRODARC-01 INSURER B : Broderick Architects PLLC 55 South Atlantic St, Suite 301 INSURERC: INSURER D : Seattle WA 98134 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:896807965 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER EFFYIYYYY MM/DD//YYYY MM/ DPOLICY EXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ GEN'L POLICY ❑ JERa LOC PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBccidentINED SINGLE LIMIT Ea a $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY y / N ANYPROPRIETOR/PARTNER/EXEGUTIVE OFFICER/MEMBEREXCLUDED? N / A PER OTH- STATUTE I I ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liab;Claims Made 1825/1BU1011191175 2/23/2020 2/2312021 Per Claim $2,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS [VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Additional Insured Status is not available on Professional Liability Policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. For Information Only AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 1/12/2021 (208) 424-2900 (208) 424-2999 20478 Broderick Architects, PLLC 55 South Atlantic Street, Suite 301 Seattle, WA 98134 A 2,000,000 X X B5094065724 6/8/2020 6/8/2021 10,000 2,000,000 4,000,000 4,000,000 1,000,000A X X B5094065724 6/8/2020 6/8/2021 A B5094065724 6/8/2020 6/8/2021 1,000,000 1,000,000 2,000,000 City of Kent is an additional insured per endorsement SB-146932-F Insurance is primary and non-contributory and a waiver of subrogation applies per endorsement SB-146932-F Blanket Additional Insured with products-completed operations SB146968B Separation of Insureds per form SB-300000-D. 30 Day Notice of Cancellation per endorsement SB-147052-B. City of Kent 2019 W Meeker Street Kent, WA 98032 BRODARC-01 APITTMAN Boise Office PayneWest Insurance, Inc. 960 Broadway Avenue Suite 500 Boise, ID 83706 National Fire Insurance Co of Hartford X X X X X CNA SB146932F (Ed. 6-16) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured — Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1. Primary — Noncontributory provision 2. Definition of "written contract." II. Liability Extension Coverages A. Bodily Injury — Expanded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Legal Liability — Damage to Premises E. Personal and Advertising Injury — Discrimination or Humiliation F. Personal and Advertising Injury — Broadened Eviction G. Waiver of Subrogation - Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED — BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a 'written contract' to provide insurance, but only with respect to 'bodily injury' or 'property damage' arising out of 'your products' which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. 'Bodily injury' or 'property damage' for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; SB146932F (6-16) Page 1 of 7 Copyright, CNA All Rights Reserved. CNA S (Ed. Ed. 6- 6-16)6) e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. 'Bodily injury' or 'property damage' arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if 'bodily injury' or 'property damage' included within the 'products - completed operations hazard' is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.1. below whom you are required to add as an additional insured on this policy under a "written contract.': 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such 'written contract'; b. Coverage broader than required by such 'written contract' and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for 'bodily injury' or 'property damage' included within the 'products -completed operations hazard.' But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.1. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. SB146932F (6-16) Page 2 of 7 Copyright, CNA All Rights Reserved. CNA SB146932F (Ed. 6-16) b. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability for 'bodily injury', 'property damage' or 'personal and advertising injury' as co-owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for 'bodily injury', 'property damage', or 'personal and advertising injury' as grantor of a franchise to you. d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for 'bodily injury', 'property damage' or 'personal and advertising injury' caused in whole or in part by your maintenance, operation or use of such equipment, provided that the 'occurrence' giving rise to such 'bodily injury' or 'property damage' or the offense giving rise to such 'personal and advertising injury' takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for 'bodily injury', 'property damage' or 'personal and advertising injury' arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the 'occurrence' giving rise to such 'bodily injury' or 'property damage' or the offense giving rise to such 'personal and advertising injury', takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises CO An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for 'bodily injury', 'property damage' or 'personal and advertising injury' arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the 'occurrence' giving rise to such 'bodily injury' or 'property damage' or the offense giving rise to such 'personal and advertising injury', takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition 0 operations performed by, on behalf of or for such additional insured. a g. Mortgagee, Assignee or Receiver N m s A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or N receiver's liability for 'bodily injury', 'property damage' or 'personal and advertising injury' arising out of N the ownership, maintenance, or use of a premises by you. a This insurance does not apply to structural alterations, new construction or demolition operations N performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for 'bodily injury', 'property damage' or 'personal and advertising injury' arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or SB146932F (6-16) Page 3 of 7 (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or Copyright, CNA All Rights Reserved. S CNA (Ed. Ed. 6- 6-16)6) (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) 'Bodily injury', 'property damage' or 'personal and advertising injury' arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury' or 'property damage' included within the 'products -completed operations hazard.' With respect to this provision's requirement that additional insured status must be requested under a 'written contract', we will treat as a 'written contract' any governmental permit that requires you to add the governmental entity as an additional insured. i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization .whom you are required to include as an additional insured, but only with respect to such person or organization's liability for 'bodily injury', 'property damage', or 'personal and advertising injury' cause by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for 'bodily injury', 'property damage' or 'personal and advertising injury' for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For 'bodily injury,' 'property damage,' or 'personal and advertising injury' arising out of the rendering or failure to render any professional services; (2) For 'bodily injury' or 'property damage' included in the 'products -completed operations hazard.' But this provision (2) does not apply to such 'bodily injury' or 'property damage' if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the 'written contract'; and (b) The 'written contract' requires you to make the person or organization an additional insured for such 'bodily injury' or 'property damage'; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional insured coverage provided under paragraphs A. and B. above: 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a 'written contract' requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2. Under Liability and Medical Expense Definitions, the following definition is added: 'Written contract' means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: a. Is currently in effect or becomes effective during the term of this policy; and b. Was executed prior to: SB146932F (6-16) Page 4 of 7 Copyright, CNA All Rights Reserved. CNA SB146932F (Ed. 6-16) (1) The 'bodily injury' or 'property damage'; or (2) The offense that caused the 'personal and advertising injury'; for which the additional insured seeks coverage. 11. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily Injury— Expanded Definition Under Liability and Medical Expenses Definitions, the definition of'Bodily injury' is deleted and replaced by the following: 'Bodily injury' means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such 'occurrence,' offense, claim or 'suit' is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any 'executive officer' or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. D. Legal Liability — Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property 'Property damage' to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of SB146932F (6-16) Page 5 of 7 Copyright, CNA All Rights Reserved. CNA SB146932F (Ed. 6-16) such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the 'property damage' arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the 'property damage' arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because 'your work' was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are 'your work' and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to 'property damage' (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to 'property damage' included in the 'products -completed operations hazard.' 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of 'property damage' to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. E. Personal and Advertising Injury — Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of 'personal and advertising injury' is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or SB146932F (6-16) Page 6 of 7 Copyright, CNA All Rights Reserved. CNA S (Ed. Ed. 6- 6-16)6) (b) Any 'executive officer,' director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. F. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of 'Personal and advertising injury' is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. G. Waiver of Subrogation — Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932F (6-16) Page 7 of 7 Copyright, CNA All Rights Reserved. CNA SB-300000-D (Ed. 04/14) BUSINESSOWNERS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words 'you' and 'your' refer to the Named Insured shown in the Declarations. The words 'we,' 'us' and 'our' refer to the company providing the 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 F — LIABILITY DEFINITIONS. A. Coverages (c) Prior to the policy period, no insured 1. Business Liability (Bodily Injury, Property listed under Paragraph C.1. Who Is Damage, Personal and Advertising Injury) An Insured and no employee authorized by you to give or receive a. We will pay those sums that the insured notice of an 'occurrence' or claim, becomes legally obligated to pay as damages knew that the 'bodily injury' or because of 'bodily injury,' 'property damage' 'property damage' had occurred, in or 'personal and advertising injury' to which whole or in part. If such a listed this insurance applies. We will have the right insured or authorized 'employee' and duty to defend the insured against any knew, prior to the policy period, that 'suit' seeking those damages. However, we the 'bodily injury' or 'property will have no duty to defend the insured damage' occurred, then any against any'suit' seeking damages for 'bodily continuation, change or resumption of injury,' 'property damage' or 'personal and such 'bodily injury' or 'property advertising injury,' to which this insurance damage' during or after the policy does not apply. We may at our discretion, period will be deemed to have been investigate any 'occurrence' or any offense known before the policy period. and settle any claim or 'suit' that may result. (2) To 'personal and advertising injury' But: caused by an offense arising out of your (1) The amount we will pay for damages is business, but only if the offense was limited as described in Section D — committed in the 'coverage territory' Liability And Medical Expenses Limits Of during the policy period. Insurance; and c. 'Bodily injury' or 'property damage' which (2) Our right and duty to defend ends when occurs during the policy period and was not, we have used up the applicable limit of prior to the policy period, known to have insurance in the payment of judgments or occurred by any insured listed under Section settlements or medical expenses to which C.1. Who Is An Insured or any 'employee' this insurance applies. authorized by you to give or receive notice of No other obligation or liability to pay sums or an 'occurrence' or claim, includes any continuation, change or resumption of 'bodily perform acts or services is covered unless injury' or 'property damage' after the end of explicitly provided for under Coverage the policy period. Extension — Supplementary Payments. b. This insurance applies: d. 'Bodily injury' or 'property damage' will be deemed to have been known to have (1) To 'bodily injury' and 'property damage' occurred at the earliest time when any insured only if: listed under Section C.1. Who Is An Insured or any 'employee' authorized by you to give (a) The 'bodily injury' or 'property or receive notice of an 'occurrence' or claim: damage' is caused by an 'occurrence' that takes place in the (1) Reports all, or any part, of the 'bodily 'coverage territory'; injury' or 'property damage' to us or any other insurer; (b) The 'bodily injury' or 'property damage' occurs during the policy (2) Receives a written or verbal demand or period; and claim for damages because of the 'bodily injury' or 'property damage'; or SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) (3) Becomes aware by any other means that (2) If we defend an insured against a 'suit' 'bodily injury' or 'property damage' has and an indemnitee of the insured is also occurred or has begun to occur. named as a party to the 'suit,' we will e. Damages because of 'bodily injury' include defend that indemnitee if all of the damages claimed by any person or following conditions are met: organization for care, loss of services or death (a) The 'suit' against the indemnitee resulting at any time from the 'bodily injury.' seeks damages for which the insured f. Coverage Extension — Supplementary has assumed the liability of the Payments indemnitee in a contract or 'insured agreement that is an (1) In addition to the Limit of Insurance of contract'; Liability we will pay, with respect to any (b) This insurance applies to such claim we investigate or settle, or any 'suit' liability assumed by the insured; against an insured we defend: (a) All expenses we incur. (c) The obligation to defend, or the cost of the defense of, that indemnitee, (b) Up to $1,000 for cost of bail bonds has also been assumed by the required because of accidents or insured in the same 'insured traffic law violations arising out of the contract'; use of any vehicle to which Business 'bodily (d) The allegations in the 'suit' and the Liability Coverage for injury' information we know about the applies. We do not have to furnish 'occurrence' are such that no conflict these bonds. appears to exist between the (c) The cost of bonds to release interests of the insured and the attachments, but only for bond interests of the indemnitee: amounts within our Limit of (e) The indemnitee and the insured ask Insurance. We do not have to furnish us to conduct and control the defense these bonds. of that indemnitee against such 'suit' (d) All reasonable expenses incurred by and agree that we can assign the the insured at our request to assist us same counsel to defend the insured in the investigation or defense of the and the indemnitee; and claim or 'suit,' including actual loss of (f) The indemnitee: earnings up to $250 a day because of time off from work. (i) Agrees in writing to: (a) All court costs taxed against the i. Cooperate with us in the insured in the 'suit.' However, these investigation, settlement or payments do not include attorneys' defense of the 'suit'; fees or attorney expenses taxed against the insured. ii. Immediately send us copies of any demands, notices, (f) Prejudgment interest awarded summonses or legal papers against the insured on that part of the received in connection with judgment we pay. If we make an offer the 'suit'; to pay the Limit of Insurance, we will not pay any prejudgment interest iii. Notify any other insurer based on that period of time after the whose coverage is available offer. to the indemnitee; and (g) All interest on the full amount of any iv. Cooperate with us with judgment that accrues after entry of respect to coordinating other the judgment and before we have applicable insurance paid, offered to pay, or deposited in available to the indemnitee; court the part of the judgment that is and within our Limit of Insurance. (ii) Provides us with written These payments will not reduce the authorization to: Limits of Insurance. SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 2 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) L Obtain records and other information related to the 'suit'; and ii. Conduct and control the defense of the indemnitee in such 'suit.' (3) So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph B.1.b.(2) Exclusions in Section B - EXCLUSIONS, such payments will not be deemed to be damages for 'bodily injury' and 'property damage' and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (a) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (b) The conditions set forth above, or the terms of the agreement described in f. above are no longer met. 2. Medical Expenses a. We will pay medical expenses as described below for 'bodily injury' caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the 'coverage territory' and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. applicable Limit of Insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. B. Exclusions 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury 'Bodily injury' or 'property damage' expected or intended from the standpoint of the insured. This exclusion does not apply to 'bodily injury' resulting from the use of reasonable force to protect persons or property. b. Contractual Liability 'Bodily injury' or 'property damage' for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an 'insured contract,' provided the 'bodily injury' or 'property damage' occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an 'insured contract,' reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of 'bodily injury' or 'property damage,' provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same 'insured contract'; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. b. We will make these payments regardless of c. Liquor Liability fault. These payments will not exceed the 'Bodily injury' or 'property damage' for which any insured may be held liable by reason of: SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 3 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) (1) Causing or contributing to the intoxication migration, release or escape of of any person; 'pollutants': (2) The furnishing of alcoholic beverages to a (a) At or from any premises, site or person under the legal drinking age or location which is or was at any time under the influence of alcohol; or owned or occupied by, or rented or (3) Any statute, ordinance or regulation loaned to, any insured. However, this relating to the sale, gift, distribution or use subparagraph does not apply to: of alcoholic beverages. (i) 'Bodily injury' if sustained within This exclusion applies even if the claims a building and caused by smoke, allege negligence or other wrongdoing in: fumes, vapor or soot from equipment used to heat, cool or (a) The supervision, hiring, employment, dehumidify the building or training or monitoring of others by an equipment that is used to heat insured; or water for personal use by the (b) Providing or failing to provide buildings occupants or their guests; transportation with respect to any person that may be under the influence of alcohol (ii) 'Bodily injury' or 'property This exclusion applies only if you are in the damage' for which you may beheld liable, if you are a contractor business of manufacturing, distributing, and the owner or lessee of such selling, serving or furnishing alcoholic premises, site or location has beverages. been added to your policy as an d. Workers' Compensation And Similar Laws additional insured with respect to your ongoing operations Any obligation of the insured under a workers' performed for that additional compensation, disability benefits or insured at that premises, site or unemployment compensation law or any location and such premises, site similar law. or location is not and never was e. Employer's Liability owned or occupied by, or rented or loaned to, any insured, other 'Bodily Injury' to: than that additional insured; or (1) An 'employee' of the insured arising out (iii) 'Bodily injury' or 'property of and in the course of: damage' arising out of heat, (a) Employment by the insured; or smoke or fumes from a 'hostile fire'; (b) Performing duties related to the (b) At or from any premises, site or conduct of the insured's business; or location which is or was at any time (2) The spouse, child, parent, brother or used by or for any insured or others sister of that 'employee' as a for the handling, storage, disposal, consequence of (1) above. processing or treatment of waste; This exclusion applies: (c) Which are or were at any time transported, handled, stored, treated, (1) Whether the insured may be liable as an disposed of, or processed as waste employer or in any other capacity; and by or for: (2) To any obligation to share damages with (1) Any insured; or or repay someone else who must pay damages because of the injury. (ii) Any person or organization for whom you may be legally This exclusion does not apply to liability responsible; or assumed by the insured under an 'insured contract.' () At or from any premises, remises, site or location on which any insured or any f. Pollution contractors or subcontractors working (1) 'Bodily injury' or 'property damage' directly or indirectly on any insured's arising out of the actual, alleged or behalf are performing operations if threatened discharge, dispersal, seepage, the 'pollutants' are brought on or to the premises, site or location in SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 4 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) connection with such operations by a. Request, demand, order or statutory such insured, contractor or or regulatory requirement that any subcontractor. However, this insured or others test for, monitor, subparagraph does not apply to: clean up, remove, contain, treat, (1) 'Bodily injury' or 'property detoxify or neutralize, or in any way damage' arising out of the respond to, or assess the effects of, 'pollutants'; escape of fuels, lubricants or or other operating fluids which are b. Claim or 'suit' by or on behalf of a needed to perform the normal governmental authority for damages electrical, hydraulic or because of testing for, monitoring, mechanical functions necessary cleaning up, removing, containing, for the operation of 'mobile treating, detoxifying or neutralizing, or equipment' or its parts, if such in any way responding to, or fuels, lubricants or other assessing the effects of, 'pollutants.' operating fluids escape from a vehicle part designed to hold, However, this paragraph does not apply store or receive them. This to liability for damages because of exception does not apply if the 'property damage' that the insured would 'bodily injury' or 'property have in the absence of such request, damage' arises out of the demand, order or statutory or regulatory intentional discharge, dispersal requirement or such claim or 'suit' by or or release of the fuels, lubricants on behalf of a governmental authority. or other operating fluids, or if g. Aircraft, Auto Or Watercraft such fuels, lubricants or other operating fluids are brought on or 'Bodily injury' or 'property damage' arising to the premises, site or location out of the ownership, maintenance, use or with the intent that they be entrustment to others of any aircraft, 'auto' or discharged, dispersed or watercraft owned or operated by or rented or released as part of the loaned to any insured. Use includes operation operations being performed by and 'loading or unloading.' such insured, contractor or This exclusion applies even if the claims subcontractor; allege negligence or other wrongdoing in the (ii) 'Bodily injury' or 'property supervision, hiring, employment, training or damage' sustained within a monitoring of others by an insured, if the building and caused by the 'occurrence' which caused the 'bodily injury' release of gases, fumes or or 'property damage' involved the ownership, vapors from materials brought maintenance, use or entrustment to others of into that building in connection any aircraft, 'auto' or watercraft that is owned with operations being performed or operated by or rented or loaned to any by you or on your behalf by a insured. contractor or subcontractor; or This exclusion does not apply to: (iii) 'Bodily injury' or 'property (1) An aircraft that is: damage' arising out of heat, smoke or fumes from a 'hostile (a) Hired, chartered, or loaned with a fire.' paid crew; but (a) At or from any premises, site or (b) Not owned by any insured; location on which any insured or any (2) A watercraft while ashore on premises contractors or subcontractors working you own or rent; directly or indirectly on any insured's behalf are performing operations if (3) A watercraft you do not own that is: the operations are to test for, monitor, (a) Less than 51 feet long; and clean up, remove, contain, treat, detoxify or neutralize, or in any way (b) Not being used to carry persons or respond to, or assess the effects of, property for a charge; 'pollutants.' (4) Parking an 'auto' on, or on the ways next (2) Any loss, cost or expense arising out of to, premises you own or rent, provided any: SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 5 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) the 'auto' is not owned by or rented or loaned to you or the insured; (5) Liability assumed under any 'insured contract' for the ownership, maintenance or use of aircraft or watercraft; or (6) 'Bodily injury' or 'property damage' arising out of the operation of any of the following equipment: (a) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (b) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. h. Mobile Equipment 'Bodily injury' or 'property damage' arising out of: (1) The transportation of 'mobile equipment' by an 'auto' owned or operated by or rented or loaned to any insured; or (2) The use of 'mobile equipment' in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition or stunting activity. i. War 'Bodily injury' or 'property damage' due to war, whether or not declared, or any act or condition incident to war. War includes civil war, insurrection, rebellion or revolution. This exclusion applies only to liability assumed under a contract or agreement. j. Professional Services 'Bodily injury,' 'property damage,' 'personal and advertising injury' caused by the rendering or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optometry or optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (8) Body piercing services; (9) Services in the practice of pharmacy; (10)Veterinary medicine services; (11)Mortician services; and (12)Services rendered in connection with the creation and/or development, modification, or repair of 'software,' including, but not limited to design, specifications, system or 'software' configuration and consultation. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the 'occurrence' which caused the 'bodily injury' or 'property damage,' or the offense which caused the 'personal and advertising injury,' involved the rendering or failure to render any professional service. k. Damage To Property 'Property damage' to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the 'property damage' arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (3) Supervisory, inspection or engineering (5) That particular part of real property on which you or any contractor or services; subcontractor working directly or (4) Medical, surgical, dental, x-ray or nursing indirectly on your behalf is performing services treatment, advice or instruction; operations, if the 'property damage' (5) Any health or therapeutic service arises out of those operations; or treatment, advice or instruction; SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 6 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) (6) That particular part of any property that must be restored, repaired or replaced because 'your work' was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to 'property damage' (other than damage by fire or explosion) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Paragraph D. Liability And Medical Expenses Limit Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are 'your work' and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to 'property damage' included in the 'products — completed operations hazard.' I. Damage To Your Product 'Property damage' to 'your product' arising out of it or any part of it. m. Damage To Your Work 'Property damage' to 'your work' arising out of it or any part of it and included in the 'products — completed operations hazard.' This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured 'Property damage' to 'impaired property' or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in 'your product' or .your work'; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) 'Your product'; (2) 'Your work'; or (3) 'Impaired property'; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury 'Personal and advertising injury': (1) Caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict 'personal and advertising injury'; (2) Arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity; (3) Arising out of oral or written publication of material whose first publication took place before the beginning of the policy period; (4) Arising out of a criminal act committed by or at the direction of any insured; (5) For which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (6) Arising out of a breach of contract, except an implied contract to use another's advertising idea in your'advertisement'; M Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement'; (8) Arising out of the wrong description of the price of goods, products or services stated in your 'advertisement'; This exclusion does not apply to the loss of (9) Committed by an insured whose business use of other property arising out of sudden is: and accidental physical injury to 'your product' or 'your work' after it has been put to (a) Advertising, broadcasting, publishing its intended use. or telecasting; SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 7 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) (b) Designing or determining content of web -sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of 'personal and advertising injury' under Paragraph F. Liability And Medical Expenses Definitions. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting. (10)Arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of 'pollutants' at any time. (11)With respect to any loss, cost or expense arising out of any: (a) Request, demand or order that any insured or others test for, monitor, clean-up, remove, contain, treat, detoxify or neutralize or in any way respond to, or assess the effects of, 'pollutants'; or (b) Claim or 'suit' by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing or in any way responding to, or assessing the effects of, 'pollutants.' (12)Arising out of an electronic chatroom or bulletin board the insured hosts, owns or over which the insured exercises control. (13)Arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. However, this exclusion does not apply to infringement, in your 'advertisement,' of copyright, trade dress or slogan. (14)Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers. Damage To Premises Rented To You Limit of Insurance applies to this coverage as described in Paragraph D. Liability And Medical Expenses Limits of Insurance. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 2. Applicable To Medical Expenses Coverage We will not pay expenses for 'bodily injury': a. To any insured, except 'volunteer workers.' b. To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. To a person injured on that part of premises you own or rent that the person normally occupies. d. To a person, whether or not an 'employee' of any insured, if benefits for the 'bodily injury' are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. To a person injured while taking part in athletics. f. Included within the 'products — completed operations hazard.' g. Excluded under Business Liability Coverage. h. Due to war, whether or not declared, or any act or condition incident to war. War includes civil war, insurrection, rebellion or revolution. 3. Applicable To Both Business Liability Coverage And Medical Expenses Coverage — Nuclear Energy Liability Exclusion This insurance does not apply: a. Under Business Liability Coverage, to 'bodily injury' or 'property damage': Exclusions c., d., a., f., g., h., i., k., I., m., n. (1) With respect to which an insured under and o. in Section II — Liability do not apply to the policy is also an insured under a damage by fire or explosion to premises while nuclear energy liability policy issued by rented to you, or temporarily occupied by you the Nuclear Energy Liability Insurance with permission of the owner. A separate Association, Mutual Atomic Energy SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 8 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (2) Resulting from the 'hazardous properties' of 'nuclear material' and with respect to which: (a) Any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or (b) The insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. b. Under Medical Expenses Coverage, to expenses incurred with respect to 'bodily injury' resulting from the 'hazardous properties' of 'nuclear material' and arising out of the operation of a 'nuclear facility' by any person or organization. c. Under Business Liability Coverage, to 'bodily injury' or 'property damage' resulting from the 'hazardous properties' of the nuclear material'; if: (1) The 'nuclear material': (a) Is at any 'nuclear facility' owned by, or operated by or on behalf of, an insured; or (b) Has been discharged or dispersed therefrom; (2) The 'nuclear material' is contained in 'spent fuel' or 'waste' at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (3) The 'bodily injury' or 'property damage' arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any 'nuclear facility'; but if such facility is located within the United States of America, its territories or possessions or Canada, this Exclusion (3) applies only to 'property damage' to such 'nuclear facility' and any property thereat. d. As used in this exclusion: (1) 'By-product material' has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (2) 'Hazardous properties' include radioactive, toxic or explosive properties; (3) 'Nuclear facility' means: (a) Any 'nuclear reactor'; (b) Any equipment or device designed or used for: (1) Separating the isotopes of uranium or plutonium; (ii) Processing or utilizing 'spent fuel'; or (iii) Handling, processing or packaging 'waste'; (c) Any equipment or device used for the processing, fabricating or alloying of 'special nuclear material' if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of 'waste'; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; (4) 'Nuclear material' means 'source material,' 'special nuclear material' or 'byproduct material'; (5) 'Nuclear reactor' means an apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; (6) 'Property damage' includes all forms of radioactive contamination of property. M 'Source material' has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (8) 'Special nuclear material' has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (9) 'Spent fuel' means any fuel element or fuel component, solid or liquid, which has SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 9 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) been used or exposed to radiation in a 'nuclear reactor'; (10)'Waste' means any waste material: (a) Containing 'by-product material' other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any one processed primarily for its'source material' content; and (b) Resulting from the operation by any person or organization of any 'nuclear facility' included under Paragraph (a) and (b) of the definition of 'nuclear facility.' C. Who Is An Insured 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your 'executive officers' and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an Insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Your 'volunteer workers' only while performing duties related to the conduct of your business, or your 'employees,' other than either your 'executive officers' (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these 'employees' or 'volunteer workers' are insureds for: (1) 'Bodily injury' or 'personal and advertising injury': (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -'employee' while in the course of his or her employment or performing duties related to the conduct of your business, or to your other 'volunteer workers' while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -'employee' as a consequence of Paragraph (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (a) or (b); or (d) Arising out of his or her providing or failing to provide professional health care services. (2) 'Property damage' to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your 'employees,' 'volunteer workers,' any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your 'employee' or 'volunteer worker'), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this policy. SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 10 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) 3. With respect to 'mobile equipment' registered in a. Injury or damages under the 'products your name under any motor vehicle registration completed operations hazard' arising from all law, any person is an insured while driving such 'occurrences' during the policy period is the equipment along a public highway with your Products -Completed Operations Aggregate permission. Any other person or organization Limit shown in the Declarations. responsible for the conduct of such person is also an insured, but only with respect to liability arising b. All other injury or damages, including medical 'occurrences' out of the operation of the equipment, and only if expenses, arising from all no other insurance of any kind is available to that during the policy period is the General person or organization for this liability. However, Aggregate Limit shown in the Declarations. no person or organization is an insured with This General Aggregate Limit applies respect to: separately to each of your 'locations' owned a. 'Bodily injury' to a co -'employee' of the by or rented to you. person driving the equipment; or 'Location' means premises involving the b. 'Property damage' to property owned by, same or connecting lots, or premises whose rented to, in the charge of or occupied by you connection is interrupted only by a street, or the employer of any person who is an roadway or right-of-way of a railroad. insured under this provision. This aggregate Limit does not apply to 4. Any organization you newly acquire or form, other 'property damage' to premises rented to you than a partnership or joint venture, and over which arising out of fire, lightning or explosion. you maintain ownership of majority interest, will 3. Subject to item 2. above, the most we will pay for qualify as a Named Insured if there is no other the sum of all damages because of all 'bodily similar insurance available to that organization. injury,' 'property damage' and medical expenses However: arising out of any one 'occurrence' is the Liability a. Coverage under this provision is afforded only and Medical Expense Limit shown in the until the 90th day after you acquire or form the Declarations. co organization or the end of the policy period, The most we will pay for all medical expenses o whichever is earlier; because of 'bodily injury' sustained by any one b. Bodily Injury and Property Damage coverage person is the Medical Expenses Limit shown in does not apply to 'bodily injury' or 'property the Declarations. damage' that occurred before you acquired or 4. Subject to item 2. above, the most we will pay for formed the organization; and m the sum of all damages because of all 'personal c. Personal and Advertising Injury coverage and advertising injury' sustained by any one m does not apply to 'personal injury' or person or organization is the Personal and 'advertising injury' arising out of an offense Advertising Injury Limit shown in the Declarations. o committed before you acquired or formed the 5. The most we will pay under Business Liability organization. Coverage for damages because of 'property No person or organization is an insured with damage' to premises rented to you, or in the case N respect to the conduct of any current or past of fire, while rented to you or temporarily occupied partnership, joint venture or limited liability by you with permission of the owner, is the company that is not shown as a Named Insured in Damage To Premises Rented To You Limit shown - the Declarations. in the Declarations. 7. D. Liability And Medical Expenses Limits Of The Damage to Premises Rented To You Limit Insurance applies to all damage proximately caused by the same event, whether such damage results from 1. The Limits of Insurance shown in the Declarations fire, lightning, or explosion or any combination of and the rules below fix the most we will pay the three. regardless of the number of: If more than one limit of insurance under this a. Insureds; policy and any endorsements attached thereto = b. Claims made or 'suits' brought; or applies to any claim or 'suit,' the most we will pay under this policy and the endorsements is the c. Persons or organizations making claims or single highest limit of liability of all coverages bringing 'suits.' applicable to such claim or 'suit.' However, this paragraph does not apply to the Medical 2. The most we will pay for: Expenses limit set forth in paragraph 3. above. SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 11 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) The Limits of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. Businessowners Liability Conditions 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this policy. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an 'occurrence' or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the 'occurrence' or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the 'occurrence' or offense. b. If a claim is made or 'suit' is brought against any insured, you must: (1) Immediately record the specifics of the claim or 'suit' and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or 'suit' as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or 'suit'; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, or settlement of the claim or defense against the "suit'; and damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for 'bodily injury' liability and 'property damage' liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to 'mobile equipment' to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this policy: a. To join us as a party or otherwise bring us into a 'suit' asking for damages from an insured; or b. To sue us on this policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance in this policy, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and (4) Assist us, upon our request, in the b. Separately to each insured against whom enforcement of any right against any claim is made or "suit' is brought. person or organization that may be liable to the insured because of injury or SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 12 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) 6. Unintentional Failure to Disclose Hazards It is agreed that based on our reliance on your representations as to existing hazards, if unintentionally you should fail to disclose all such hazards at the inception date of your policy, we shall not deny any coverage under this Coverage Form because of such failure. F. Liability And Medical Expenses Definitions 1. 'Advertisement' means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web -sites, only that part of a web - site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. merits in the territory described in Paragraph a. above or in a settlement we agree to. 5. 'Employee' includes a 'leased worker.' 'Employee' does not include a 'temporary worker.' 6. 'Executive officer' means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 7. 'Hostile fire' means one which becomes uncontrollable or breaks out from where it was intended to be. 8. 'Impaired property' means tangible property, other than 'your product' or 'your work,' that cannot be used or is less useful because: a. It incorporates 'your product' or 'your work' that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; 2. 'Auto' means a land motor vehicle, trailer or if such property can be restored to use by: semitrailer designed for travel on public roads, (1) The repair, replacement, adjustment or including any attached machinery or equipment. removal of 'your product' or 'your work'; But "auto" does not include 'mobile equipment.' or 0 3. 'Bodily injury' means bodily injury, sickness or (2) Your fulfilling the terms of the contract or o disease sustained by a person, including death agreement. resulting from any of these at any time. 9. 'Insured contract' means: 4. 'Coverage territory' means: a. A contract for a lease of premises. However, a. The United States of America (including its that portion of the contract for a lease of territories and possessions), Puerto Rico and premises that indemnifies any person or nCanada; organization for damage by fire to premises b. International waters or airspace, but only if the while rented to you or temporarily occupied by o injury or damage occurs in the course of travel you with permission of the owner is not an or transportation between any places included 'insured contract'; o N in Paragraph a. above; or b. A sidetrack agreement; O N c. All other parts of the world if the injury or c. Any easement or license agreement, except damage arises out of: in connection with construction or demolition (1) Goods or products made or sold by you in operations on or within 50 feet of a railroad; the territory described in Paragraph a. d. An obligation, as required by ordinance, to above; indemnify a municipality, except in connection (2) The activities of a person whose home is with work for a municipality; in the territory described in Paragraph a. e. An elevator maintenance agreement; above, but is away for a short time on your business; or f. That part of any other contract or agreement pertaining to your business (including an (3) 'Personal and advertising injury' offenses indemnification of a municipality in connection that take place through the Internet or with work performed for a municipality) under similar electronic means of which you assume the tort liability of another communication; party to pay for 'bodily injury' or 'property provided the insured's responsibility to pay damage' to a third person or organization. damages is determined in a 'suit' on the Tort liability means a liability that would be SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 13 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for 'bodily injury' or 'property damage' arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road beds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (c) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (2) above and supervisory, inspection or engineering services. 10. 'Leased worker' means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. 'Leased worker' does not include a 'temporary worker.' 11. 'Loading or unloading' means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto'; b. While it is in or on an aircraft, watercraft or 'auto'; or c. While it is being moved from an aircraft, watercraft or 'auto' to the place where it is finally delivered; 12. 'Mobile equipment' means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraphs a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraphs a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not 'mobile equipment' but will be considered 'autos': (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and but 'loading or unloading' does not include the (3) Air compressors, pumps and generators, movement of property by means of a mechanical including spraying, welding, building device, other than a hand truck, that is not cleaning, geophysical exploration, lighting attached to the aircraft, watercraft or 'auto.' and well servicing equipment. 13. 'Occurrence' means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 14 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) 14. 'Personal and advertising injury' means injury, including consequential 'bodily injury,' arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your 'advertisement'; or g. Infringing upon another's copyright, trade dress or slogan in your 'advertisement.' 15. 'Pollutants' mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed 16. 'Products — completed operations hazard': a. Includes all 'bodily injury' and 'property damage' occurring away from premises you own or rent and arising out of 'your product' or 'your work' except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, 'your work' will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at the job site has been put to its intended use by any other person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The 'bodily injury' or 'property damage' must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of 'your product' for consumption on premises you own or rent. b. Does not include 'bodily injury' or 'property damage' arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the 'loading or unloading' of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 17. 'Property damage' means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the 'occurrence' that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 18. 'Software' means: a. Electronic data processing, recording or storage media such as films, tapes, cards, discs, drums or cells; and b. Data and programming records used for electronic data processing or electronically controlled equipment stored on such media; and c. Written or printed data, such as programs, routines, and symbolic languages, essential to the operation of computers; and d. Documents containing information on the operation and maintenance of computers. SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 15 of 16 (Ed. 04/14) SB-300000-D (Ed. 04/14) 19. 'Suit' means a civil proceeding in which damages because of 'bodily injury,' 'property damage,' 'personal and advertising injury' to which this insurance applies are alleged. 'Suit' includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 20. 'Temporary worker' means a person who is furnished to you to substitute for a permanent 'employee' on leave or to meet seasonal or short- term workload conditions. 21. 'Volunteer worker' means a person who is not your 'employee,' and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 22. 'Your product': a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment 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 (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 23. 'Your work': a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of 'your work'; and (2) The providing of or failure to provide warnings or instructions. SB-300000-D Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 16 of 16 (Ed. 04/14) POLICY NUMBER INSURED NAME AND ADDRESS B 5094065724 BRODERICK ARCHITECTS PLLC 55 S ATLANTIC ST SUITE 301 SEATTLE, WA 98134 ADDITIONAL INTEREST SCHEDULE LOCATION 1 BUILDING 1 Type: Notice of Cancellation or Material Coverage Change Additional Interest Name and Address: CITY OF KENT 2019 W Meeker Street KENT WA 98032 Type: Lessor of Leased Equipment Additional Interest Name and Address: US BANK EQUIPMENT FINANCE 1310 Madrid Street MARSHALL MN 56258 LOSS PAYEE SCHEDULE All loss payees as their interests may appear in the Covered Property. The following provisions apply in accordance with the insurable interest of the loss payee: Loss Payee Description of Property: Any Covered Property in which a loss payee, creditor or lender holds an interest, including any person or organization you have entered a contract with for the sale of Covered Property. LOCATION 1 BUILDING 1 Description of Property: Loss Payee Type: Building Owner Loss Payable Loss Payee Name and Address: SOMERSET PROPERTIES, INC 55 S Atlantic St #402 SEATTLE WA 98134 Description of Property: ARCHICAD SOFTWARE, CONTRACT# 401-1458018-001 Loss Payee Type: Loss Payee Loss Payee Name and Address: MARLIN BUSINESS BANK C/O INSURANCE SERVICE CENTER PO BOX 368 MARLTON NJ 08053 INSURED Page 4 of E CHA SB147052C46 (Ed. 4-16) CHANGES - NOTICE TO CERTIFICATEHOLDERS OF CANCELLATION OR MATERIAL COVERAGE CHANGE This endorsement modifies insurance provided under the following: BUSINESSOWNERS COMMON POLICY CONDITIONS In the event of cancellation or material change that reduces or restricts the insurance afforded by this Coverage Part (other than the reduction of aggregate limits through payment of claims), we agree to mail written notice of cancellation or material change at a minimum of thirty (30) days prior to such cancellation or material change, to: SCHEDULE Name of Designated Entity: Address/Contact Information of Designated Entity: *Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following conditions are added: 1. If the policy is cancelled or not renewed, we will give written notice of such cancellation or nonrenewal to the Designated Entity shown in the Schedule above, or in the Declarations, at a minimum of thirty (30) days prior to such cancellation or nonrenewal. Such notice may be delivered or sent by any means of our choosing. The notice to the Designated Entity will state the effective date of cancellation or nonrenewal. However, such notice of cancellation or nonrenewal is solely for the purpose of informing the Designated Entity of the effective date of cancellation or nonrenewal and does not grant, alter, or extend any rights or obligations under this policy. 2. If we cancel or elect not to renew the policy for any reason other than nonpayment of premium, we will give 0 written notice to the Designated Entity shown in the Schedule above, or in the Declarations, at a minimum of thirty 0 (30) days prior to such cancellation or nonrenewal, at the same time notice is given to the first Named Insured. 0 0 3. If we cancel or elect not to renew this policy for nonpayment of premium, we will give written notice to the Designated Entity shown in the Schedule above, or in the Declarations. Such notice may be provided before or after the effective date of cancellation or nonrenewal. 4. Failure to give notice in accordance with the terms of this endorsement does not: a. Alter the effective date of policy cancellation, nonrenewal or expiration; b. Render such cancellation or nonrenewal ineffective; c. Grant, alter, or extend any rights or obligations under this policy; or d. Extend the insurance beyond the effective date of cancellation or policy expiration, whichever comes first. All other terms and conditions of the Policy remain unchanged. i� SB147052C46 (Ed. 4-16) Page 1 of 1 Copyright, CNA All Rights Reserved. CNA SB146968B (Ed. 6-16) IMPORTANT: THIS ENDORSEMENT CONTAINS DUTIES THAT APPLY TO THE ADDITIONAL INSURED IN THE EVENT OF OCCURRENCE, OFFENSE, CLAIM OR SUIT. SEE PARAGRAPH C., OF THIS ENDORSEMENT FOR THESE DUTIES. BLANKET ADDITIONAL INSURED ENDORSEMENT WITH PRODUCTS -COMPLETED OPERATIONS COVERAGE BLANKET WAIVER OF SUBROGATION Architects, Engineers and Surveyors This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS A. Who Is An Insured is amended to include as an insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement; but the written contract or written agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the: a. 'Bodily injury' or 'property damage'; or b. Offense that caused the 'personal and advertising injury'; for which the additional insured seeks coverage B. The insurance provided to the additional insured is limited as follows: 1. The person or organization is an additional insured only with respect to liability for 'bodily injury', 'property damage' or'personal and advertising injury' caused in whole or in part by: a. Your acts or omissions; or b. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations specified in the written contract or written agreement; or c. 'Your work' that is specified in the written contract or written agreement, but only for 'bodily injury' or 'property damage' included in the 'products -completed operations hazard', and only if: (1) The written contract or written agreement requires you to provide the additional insured such coverage; and (2) This Coverage Part provides such coverage. 2. The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. 3. The insurance provided to the additional insured does not apply to 'bodily injury', 'property damage' or 'personal and advertising injury' arising out of an architect's, engineer's, or surveyor's rendering of or failure to render any professional services including: a. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications by any architect, engineer or surveyor performing services on a project of which you serve as construction manager; or b. Inspection, supervision, quality control, engineering or architectural services done by you on a project of which you serve as construction manager. SB146968B (6-16) Page 1 of 2 Copyright, CNA All Rights Reserved. 1. A SB146968B (Ed. 6-16) 4. The insurance provided to the additional insured does not apply to 'bodily injury', 'property damage' or 'personal and advertising injury' arising out of construction or demolition work while you are acting as a construction or demolition contractor. C. Under Businessowners Liability Conditions, the condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: An additional insured under this endorsement will as soon as practicable: 1. Give written notice of an occurrence or an offense to us which may result in a claim or 'suit' under this insurance; 2. Tender the defense and indemnity of any claim or 'suit' to us for a loss we cover under this Coverage Part; 3. Except as provided for in paragraph D.2. below: a. Tender the defense and indemnity of any claim or 'suit' to any other insurer which also has insurance for a loss we cover under this Coverage Part; and b. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a claim or "suit' from the additional insured. D. With respect only to the insurance provided by this endorsement, the condition entitled Other Insurance of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to delete paragraphs 2. and 3. and replace them with the following: 2. This insurance is excess over any other insurance available to the additional insured, whether primary, excess, contingent or on any other basis, But if required by the written contract or written agreement, this insurance will be primary and noncontributory relative to insurance on which the additional insured is a Named Insured. 3. When this insurance is excess, we will have no duty under Business Liability insurance to defend the additional insured against any 'suit' if any other insurer has a duty to defend the additional insured against that 'suit' If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. E. The condition entitled Transfer of Rights of Recovery Against Others to Us of the BUSINESSOWNERS COMMON POLICY CONDITIONS is amended to deleted paragraph 2. and replace it with the following: 2. We waive any right of recovery we may have against any person or organization with whom you have agreed to waive such right of recovery in a written contract or agreement because of payments we make for injury or damage arising out of your ongoing operations or 'your work' done under a contract with that person or organization and included within the 'products -completed operations hazard.' All other terms and conditions of the Policy remain unchanged. SB146968B (6-16) Page 2 of 2 Copyright, CNA All Rights Reserved. Signature: Email: Signature: Email: Signature: Email: nharper@kentwa.gov rlashley@kentwa.gov Melissa McCormick (Jan 20, 2021 14:41 PST) Melissa McCormick cityclerk@kentwa.gov FAC_Courthouse Replacement Generator Project Phase I and II Final Audit Report 2021-01-20 Created:2021-01-14 By:Diana lazouski (Dlazouski@kentwa.gov) Status:Signed Transaction ID:CBJCHBCAABAAtrzssiNk_c1eQPaYsx7tC5Fq4B0VI2nj "FAC_Courthouse Replacement Generator Project Phase I and I I" History Document created by Diana lazouski (Dlazouski@kentwa.gov) 2021-01-14 - 7:36:32 PM GMT- IP address: 146.129.252.126 Document emailed to Nate Harper (nharper@kentwa.gov) for signature 2021-01-14 - 7:49:34 PM GMT Email viewed by Nate Harper (nharper@kentwa.gov) 2021-01-14 - 8:07:31 PM GMT- IP address: 146.129.252.126 Document e-signed by Nate Harper (nharper@kentwa.gov) Signature Date: 2021-01-14 - 8:16:10 PM GMT - Time Source: server- IP address: 146.129.252.126- Signature captured from device with phone number XXXXXXX2299- Initials captured from device with phone number XXXXXXX2299 Document emailed to Ronald Lashley (rlashley@kentwa.gov) for signature 2021-01-14 - 8:16:14 PM GMT Document e-signed by Ronald Lashley (rlashley@kentwa.gov) E-signature obtained using URL retrieved through the Adobe Sign API Signature Date: 2021-01-19 - 6:26:11 PM GMT - Time Source: server- IP address: 146.129.252.126 Document emailed to Brian Levenhagen (bjlevenhagen@kentwa.gov) for signature 2021-01-19 - 6:26:15 PM GMT Email viewed by Brian Levenhagen (bjlevenhagen@kentwa.gov) 2021-01-19 - 8:03:59 PM GMT- IP address: 146.129.252.126 Document e-signed by Brian Levenhagen (bjlevenhagen@kentwa.gov) Signature Date: 2021-01-19 - 8:04:44 PM GMT - Time Source: server- IP address: 146.129.252.126 Document emailed to KJB (kevin@broderickarchitects.com) for signature 2021-01-19 - 8:04:47 PM GMT Email viewed by KJB (kevin@broderickarchitects.com) 2021-01-20 - 2:15:40 AM GMT- IP address: 107.77.205.65 Document e-signed by KJB (kevin@broderickarchitects.com) Signature Date: 2021-01-20 - 4:13:57 PM GMT - Time Source: server- IP address: 174.127.131.86 Document emailed to Kim Komoto (kkomoto@kentwa.gov) for signature 2021-01-20 - 4:14:02 PM GMT Email viewed by Kim Komoto (kkomoto@kentwa.gov) 2021-01-20 - 4:31:49 PM GMT- IP address: 146.129.252.126 Document e-signed by Kim Komoto (kkomoto@kentwa.gov) Signature Date: 2021-01-20 - 4:32:49 PM GMT - Time Source: server- IP address: 146.129.252.126 Document emailed to Melissa McCormick (cityclerk@kentwa.gov) for signature 2021-01-20 - 4:32:52 PM GMT Email viewed by Melissa McCormick (cityclerk@kentwa.gov) 2021-01-20 - 9:52:03 PM GMT- IP address: 146.129.252.126 Document e-signed by Melissa McCormick (cityclerk@kentwa.gov) Signature Date: 2021-01-20 - 10:41:21 PM GMT - Time Source: server- IP address: 146.129.252.126 Agreement completed. 2021-01-20 - 10:41:21 PM GMT