Loading...
HomeMy WebLinkAboutCAG2021-032 - Original - Noel, Inc. - Green River Levees & Flood Protection Environmental Engineering Services - 02/03/2021ApprovalOriginator:Department: Date Sent:Date Required: Authorized to Sign: o Director or Designee o Mayor Date of Council Approval: Budget Account Number: Budget? o Yes o No Grant? o Yes o 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? o Yes o No* *If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? o Yes o 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 CAG2021-032 Original CONSULTANT SERVICES AGREEMENT - 1 ($20,000 or Less) CONSULTANT SERVICES AGREEMENT between the City of Kent and Noel Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Noel Inc. organized under the laws of the State of Washington, located and doing business at 7359 23rd Avenue NW, Seattle, WA 98117, Phone: (206) 784-1894, Contact: Noel Gilbrough (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: The Consultant shall provide engineering and environmental services for flood control projects and emergency flood fight. For a description, see the Consultant's Scope of Work which is attached as Exhibit A and incorporated by this reference. 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 December 31, 2022. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Seventeen Thousand, Six Hundred Dollars ($17,600), 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 B. 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 SERVICES AGREEMENT - 2 ($20,000 or Less) Consultant voluntarily participates in this Program, the Consultant will be solely responsible 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 CONSULTANT SERVICES AGREEMENT - 3 ($20,000 or Less) costs, losses, expenses, damages, or delay costs incurred by the Consultant due to a force majeure event. 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 C 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. CONSULTANT SERVICES AGREEMENT - 4 ($20,000 or Less) 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 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 ehall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratifíed and affirmed, and the terms of the Agreement shall be deenred to have applied. CONSULTANT:CITY OF KENT: By:By:fut^ (signature)w PrinL Name Its; DA'ì-E; (siçnature) Chad Bieren, P.E. lnlerim Public Works Direclor Prin Name: Its - (Èitle) DarE:.2 14* ¡in",., ,trLi ,t?¿l3l I NOTICES TO BE SENT TO: CONSULTAÍ{T: Noel Gilbrough Noel Inc. 7359 23td,Avenue NW Seattle, WA 98117 (206) 7 84 - L894 {lelephone) NIA (facsimile) NOTÍCES TO EE SENT TO: CITY OF KENT: Chad 8ie¡en City of Kent 220 Fourlh Avenue South Kent, WA 98032 (253) 856-s500 (telephone) {253}!i6-6500 {facsimile) ATTEST: Kent City Clerk rlL,:l lj,r ''l.,r,{l .rnrr)¡tçf ¡fr¡Ig"r /r",r¡ßi CCINSULTANT SERVICÊS AGRËEMENT - 6 ($20,0AA ar Less) DECLARATTON 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 supplíer wlllfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and ít 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. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commítment as an equal opportunity employer. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 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 ë) By 3 4 5 For (\ø i E*rÅ/ Title:C^t,,.J Date: EEO COMPLIANCE DOCUMENTS - 1 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: _________________________________________ EXHIBIT A SCOPE OF WORK FOR PROFESSIONAL ENGINEERING AND ENVIRONMENTAL SERVICES Prepared IL/2O/2O FLOOD CONTROL PROJECTS r Assist the City in áll actions leading up to Full FEMA Certification of the City's Leveeso Assist the City in the development of Major Modifications to US Army Corps of Engineers Flood Control Structures¡ Provide river levee consultation to city staff on the city's Green River Levee projects including: Breda, McCoy, Milwaukee #2, Signature Pointe, Lower Russell, Frager Road, and Kent Airport. Engage in meetings and conference calls to help resolve planning and design issues¡ Provide guidance on Corps contacts and processes relating to levee designs and permitting. Prepare follow-up correspondence which documents recommendations and findings. Assist with close-out of US Army Corps of Engineers Lands, Easements, Relocations, Rights-of-Way, and Areas of Disposal of Dredged Material (LERRDs) processes EMERGENCY FLOOD FIGHTo Prepare and provide water safety and levee walker training to city staff. Provide consultation to city staff to discuss the city's planning and response to emergency flood fighting for the Green River. This work includes consultation for:o During flood events work as a technical advisor to the City and assist with its coordination with King County and Corps of Engineerso Flood containment and protection for levees, ando Repair and reconstruction of damaged levees. Provide guidance on documents regarding Standard Operating Procedures for flood fighting for the Green River.. Provide guidance on Corps contacts for services relating to flood fightso Provide guidance on Corps contacts and federal processes relating to funding. Prepare follow-up correspondence which documents recommendation and findings Contact Information: Noel Gilbrough, PE 7359 23rd Ave NW Seattle WA 98117 206-784-1894 g ilbroug h@comcast, net EXHIBIT BNOEL GILBROUGH'S FEE PROPOSAL FOR PROFESSIONAL ENGINEERING AND ENVIRONMENTAL SERVICESDATE: tIl2Ol2Ocosr (s)$ t¿,oao.ooS ¡,szo.ooUNIT RATE (S/HR)110110HOURSL2832DESCRIPTIONFLOOD CONTROL PROJECTScoordinate and advise the city on current and future issues related to theandof the levees in KentEMERGENCY FLOOD FIGHT PREPAREDNESSst the city in emergency response with flooding and potential floodingin the KentÏASK NO12160TOTALS17,600.00NOTTO EXCEEDContact lnformation:NoelGilbrough, PE7359 23rd Ave NWSeattle WA 98117206-784-t894gi lbrough @comcast.net EXHIBIT C INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01. The City shall be named as an Additional Insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. EXHIBIT C (Continued) C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant’s insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it. 2. The Consultant’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant’s Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer’s liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 01/14/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER USAA INSURANCE AGENCY INC/PHS 65812846 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (888) 242-1430 FAX (A/C, No): (888) 443-6112 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED NOEL, INC 7359 23RD AVE NW SEATTLE WA 98117-5661 INSURER A :Sentinel Insurance Company Ltd.11000 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY 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. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY)LIMITS A COMMERCIAL GENERAL LIABILITY X 65 SBM NY4907 01/04/2021 01/04/2022 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $2,000,000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT A EMPLOYMENT PRACTICES LIABILITY 65 SBM NY4907 01/04/2021 01/04/2022 Each Claim Limit Aggregate Limit $10,000 $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. The City of Kent Public Works Engineering is an additional insured per the Business Liability Coverage Form SS0008, attached to this policy. CERTIFICATE HOLDER CANCELLATION The City of Kent Public Works Engineering 222 4TH AVE S KENT WA 98032-5838 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD From:Noel Gilbrough To:Yoshitake, Nancy Subject:FW: Auto Insurance Confirmation Date:Monday, December 21, 2020 12:58:29 PM EXTERNAL EMAIL Auto insurance proof, Hartford is suppose to send you proof of insurance for the liability policy. Noel From: USAA [mailto:USAA.Customer.Service@mailcenter.usaa.com] Sent: Monday, December 21, 2020 12:54 PM To: gilbrough@comcast.net Subject: Auto Insurance Confirmation To ensure delivery to your inbox, please add USAA.Customer.Service@mailcenter.usaa.com to your address book. Auto Insurance Confirmation Please use this as confirmation of auto insurance; however, this doesn't take the place of an insurance identification card. Registered owner:NOEL L GILBROUGH LUCINDA LEE GILBROUGH Address:7359 23RD AVE NW SEATTLE WA 98117 Policy number:USAA 000873236 7103 Policy effective date:November 12, 2009 Policy expiration date:March 7, 2021 Vehicle:1998 TOYOTA TAC XTRACAB VIN:4TAVL52NXWZ086856 Bodily injury liability limit:$500,000 each person / $1,000,000 each accident Property damage liability limit:$50,000 each accident Comprehensive deductible:$1,000 Collision deductible:$1,000 Meets Washington minimum statutory liability requirements Liability limits meet those required by most leasing companies This confirmation of coverage neither affirmatively nor negatively amends, extends or alters the coverage given by the policy issued by United Services Automobile Association. How to Contact Us Thank you for choosing us for your auto insurance needs. If you have any questions, please contact us using one of the following options below: Phone:210-531-USAA (8722), our mobile shortcut #8722 or 800-531-8722 Fax:800-531-8877 Thank you, United Services Automobile Association Go Paperless Review and edit your online document preferences at usaa.com. Please do not reply to this e-mail. To contact USAA, visit our secure contact page. Privacy Promise United Services Automobile Association, 9800 Fredericksburg Road, San Antonio, Texas 78288 93127-0111 Form G-4159-0 ©2019,The Hartford Page 1 of 1 NOEL,INC 7359 23RD AVE NW SEATTLE WA 98117 65 SBM NY4907 01/04/21 01/04/21 (888)242-1430 USAA INSURANCE AGENCY INC/PHS Form 100722 11th Rev.Printed in U.S.A. Insurance Policy Billing Information Thank you for selecting The Hartford for your business insurance needs. Shortly,you will receive your first bill from us.You are receiving this Notice so you know what to expect as a valued customer of The Hartford.Should you have any questions after reviewing this information,please contact us at 866-467-8730,and we will be happy to assist you. o Your total policy premium will appear on your policy’s Declarations Page.You will be billed based on the payment plan you selected. o You may pay the "minimum due"as it appears on your insurance bill or pay the policy balance in full. o An installment service fee is added to each installment.A late fee will also be applied if the "minimum due"is not received by the due date shown on your bill.Service and late payment fees do not apply in all states. o If you selected installment billing,any credit or additional premium due as the result of a change made to your policy,will be spread over the remaining billing installments.Additional premium due as a result of an audit will be billed in full on your next bill date following the completion of the audit. o If you elected Electronic Funds Transfer (EFT),policy changes may result in changes to the amount automatically withdrawn from your bank account.The invoice you receive following a policy change will include future withdrawal amounts.If you need to adjust or stop your next scheduled EFT withdrawal,please contact us at least 3 days prior to the scheduled withdrawal date at the telephone number shown below. o If you selected installment billing and pay the premiums for your first policy term on time,at renewal,your account may qualify for our "Equal Installment"feature.This means that the percentage due for each installment,including the initial renewal installment,will be the same throughout the policy term –helping you better manage cash flow. Equal installments will continue as long as you pay your premiums on time and no cancellation notices are is sued for any policy on your account.If you no longer qualify for Equal Installments,future renewals will be billed based on the payment plan you selected,which includes a higher initial installment amount. o If your policy is eligible for renewal,your bill for the upcoming policy term will be sent to you approximately 30 days prior to your policy’s renewal date.If your insurance needs change,please contact us at least 60 days prior to your renewal date so we can properly address any adjustments needed. o One bill convenience --you have the option of combining all eligible Hartford policies on one single bill allowing you to make one payment for all policies on your account as payments are due. You’re In Control In addition to selecting a bill plan option that best meets your budget,you have the flexibility to decide how your payments are made … o Repetitive EFT:Sign up for Repetitive EFT payments and have payments automatically withdrawn from your bank account.This option saves you money by reducing the amount of the installment service fee. o Pay Online:Register at www.thehartford.com/servicecenter.Online Bill Pay is Quick,Easy and Secure! o Pay by Check:Send a check with your remittance stub in the envelope provided with your bill. o Pay by Phone:Call toll-free 1-866-467-8730. Should you have any questions about your bill,please call Customer Service toll-free number: 1-866-467-8730 -7AM –7PM CST.We look forward to being of service to you. Form SS 89 93 07 16 Page 1 of 1 ©2016,The Hartford Form SS 00 01 03 14 Page 1 of 1 Form G-3418-0 PRODUCER COMPENSATION NOTICE You can review and obtain information on The Hartford’s producer compensation practices at www.TheHartford.com or at 1-800-592-5717. 65 SBM NY4907 $10.00 POLICY NUMBER: THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. Form SS 83 76 01 15 Page 1 of 2 ©2015 ,The Hartford (Includes copyrighted material of the Insurance Services Office,Inc.,with its permission.) Form SS 83 76 01 15 Page 2 of 2 D.Cap On Insurer Liability for Terrorism Losses If aggregate industry insured losses attributable to "certified acts of terrorism"under TRIA exceed $100 billion in a calendar year and we have met,or will meet,our insurer deductible under TRIA,we shall not be liable for the payment of any portion of the amount of such losses that exceed $100 billion.In such case,yo ur coverage for terrorism losses may be reduced on a pro-rata basis in accordance with procedures established by the Treasury,based on its estimates of aggregate industry losses and our estimate that we will exceed our insurer deductible. In accordance with the Treasury's procedures, amounts paid for losses may be subject to further adjustments based on differences between actual losses and estimates. E.Application of Other Exclusions The terms and limitations of any terrorism exclusion, the inapplicability or omission of a terrorism exclusion,or the inclusion of terrorism coverage,do not serve to create coverage for any loss which would otherwise be excluded under this Coverage Form,Coverage Part or Policy. F.All other terms and conditions remain the same. 65 SBM NY4907 100873236 Form G-3260-1 ©2005,The Hartford Form PC-374-0 Printed in U.S.A. IMPORTANT NOTICE TO POLICYHOLDERS To help your insurance keep pace with increasing costs,we have increased your amount of insurance ...giving you better protection in case of either a partial,or total loss to your property. If you feel the new amount is not the proper one,please contact your agent or broker. 001 (CONTINUED ON NEXT PAGE) 11/17/20 01/04/22 07 49 NY SBM SENTINEL INSURANCE COMPANY,LIMITED ONE HARTFORD PLAZA,HARTFORD,CT 06155 A 65 SBM NY4907 DX NOEL,INC 7359 23RD AVE NW SEATTLE WA 98117 USAA #:100873236 01/04/21 01/04/22 1 YEAR USAA INSURANCE AGENCY INC/PHS 812846 65 SBM NY4907 CORPORATION NON-AUDITABLE NONE $518 IN RECOGNITION OF THE MULTIPLE COVERAGES INSURED WITH THE HARTFORD,YOUR POLICY PREMIUM INCLUDES AN ACCOUNT CREDIT. 11/17/20 Form SS 00 02 12 06 Page Process Date:Policy Expiration Date: This Spectrum Policy consists of the Declarations,Coverage Forms,Common Policy Conditions and any other Forms and Endorsements issued to be a part of the Policy.This insurance is provided by the stock insurance company of The Hartford Insurance Group shown below. INSURER: COMPANY CODE: Policy Number: SPECTRUM POLICY DECLARATIONS Named Insured and Mailing Address: (No.,Street,Town,State,Zip Code) Policy Period:From To 12:01 a.m.,Standard time at your mailing address shown above.Exception:12 noon in New Hampshire. Name of Agent/Broker: Code: Previous Policy Number: Named Insured is: Audit Period: Type of Property Coverage: Insurance Provided:In return for the payment of the premium and subject to all of the terms of this policy,we agree with you to provide insurance as stated in this policy. ____________________________________________________________________________________________________________________ TOTAL ANNUAL PREMIUM IS: ______________________________________________________________________________________________ Countersigned by 002 (CONTINUED ON NEXT PAGE) 11/17/20 01/04/22 65 SBM NY4907 001 001 7359 23RD AVE NW SEATTLE WA 98117 Engineers &Engineering Services NO COVERAGE NO COVERAGE NO COVERAGE NO COVERAGE MONEY AND SECURITIES INSIDE THE PREMISES OUTSIDE THE PREMISES NO COVERAGE NO COVERAGE Form SS 00 02 12 06 Page Process Date:Policy Expiration Date: SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: Location(s),Building(s),Business of Named Insured and Schedule of Coverages for Premises as designated by Number below. Location:Building: Description of Business: Deductible: BUILDING AND BUSINESS PERSONAL PROPERTY LIMITS OF INSURANCE BUILDING BUSINESS PERSONAL PROPERTY REPLACEMENT COST PERSONAL PROPERTY OF OTHERS REPLACEMENT COST 003 (CONTINUED ON NEXT PAGE) 11/17/20 01/04/22 65 SBM NY4907 002 001 222 4TH AVE S KENT WA 98032 Engineers &Engineering Services NO COVERAGE NO COVERAGE NO COVERAGE NO COVERAGE MONEY AND SECURITIES INSIDE THE PREMISES OUTSIDE THE PREMISES NO COVERAGE NO COVERAGE Form SS 00 02 12 06 Page Process Date:Policy Expiration Date: SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: Location(s),Building(s),Business of Named Insured and Schedule of Coverages for Premises as designated by Number below. Location:Building: Description of Business: Deductible: BUILDING AND BUSINESS PERSONAL PROPERTY LIMITS OF INSURANCE BUILDING BUSINESS PERSONAL PROPERTY REPLACEMENT COST PERSONAL PROPERTY OF OTHERS REPLACEMENT COST 65 SBM NY4907 $1,000,000 $10,000 $1,000,000 $1,000,000 $2,000,000 $2,000,000 FORM SS 09 01 $10,000 NOT APPLICABLE $10,000 01042018 BUSINESS LIABILITY OPTIONAL COVERAGES 004 (CONTINUED ON NEXT PAGE) 01/04/2211/17/20 SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: BUSINESS LIABILITY LIMITS OF INSURANCE LIABILITY AND MEDICAL EXPENSES MEDICAL EXPENSES -ANY ONE PERSON PERSONAL AND ADVERTISING INJURY DAMAGES TO PREMISES RENTED TO YOU ANY ONE PREMISES AGGREGATE LIMITS PRODUCTS-COMPLETED OPERATIONS GENERAL AGGREGATE EMPLOYMENT PRACTICES LIABILITY COVERAGE: EACH CLAIM LIMIT DEDUCTIBLE -EACH CLAIM LIMIT AGGREGATE LIMIT RETROACTIVE DATE: This Employment Practices Liability Coverage contains claims made coverage.Except as may be otherwise provided herein,specified coverages of this insurance are limited generally to liability for injuries for which claims are first made against the insured while the insurance is in force.Please read and review the insurance carefully and discuss the coverage with your Hartford Agent or Broker. The Limits of Insurance stated in this Declarations will be reduced,and may be completely exhausted,by the payment of "defense expense"and,in such event,The Company will not be obligated to pay any further "defense expense"or sums which the insured is or may become legally obligated to pay as "damages". Form SS 00 02 12 06 Page Process Date:Policy Expiration Date: 005 (CONTINUED ON NEXT PAGE) 11/17/20 01/04/22 65 SBM NY4907 EMPLOYERS LIABILITY AND STOP GAP BODILY INJURY BY ACCIDENT EACH ACCIDENT BODILY INJURY BY DISEASE EACH EMPLOYEE BODILY INJURY BY DISEASE POLICY LIMIT APPLICABLE TO LOCATIONS IN THE FOLLOWING STATE(S): WASHINGTON CYBERFLEX COVERAGE FORM SS 40 26 UNMANNED AIRCRAFT LIABILITY IS EXCLUDED SEE FORM:SS 42 06 $1,000,000 $1,000,000 $1,000,000 Form SS 00 02 12 06 Page Process Date:Policy Expiration Date: SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: BUSINESS LIABILITY OPTIONAL COVERAGES LIMITS OF INSURANCE (Continued) 006 (CONTINUED ON NEXT PAGE) 11/17/20 01/04/22 65 SBM NY4907 LOCATION 002 BUILDING 001 TYPE MANAGER LESSOR NAME SEE FORM IH 12 00 Form SS 00 02 12 06 Page Process Date:Policy Expiration Date: SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: ADDITIONAL INSUREDS:THE FOLLOWING ARE ADDITIONAL INSUREDS FOR BUSINESS LIABILITY COVERAGE IN THIS POLICY. 007 11/17/20 01/04/22 65 SBM NY4907 SS 00 01 03 14 SS 00 05 10 08 SS 00 08 04 05 SS 00 45 12 06 SS 00 60 09 15 SS 00 64 09 16 SS 01 28 05 17 SS 42 06 03 17 SS 40 26 03 17 SS 41 02 04 05 SS 41 63 06 11 SS 05 06 03 14 SS 05 47 09 15 SS 41 75 09 15 SS 50 04 06 04 SS 09 01 12 14 SS 09 25 12 14 SS 09 67 09 14 SS 09 70 12 14 SS 09 71 12 14 SS 10 04 09 98 SS 50 19 01 15 IH 99 40 04 09 IH 99 41 04 09 SS 83 76 01 15 SS 89 93 07 16 IH 12 00 11 85 ADDITIONAL INSURED -MANAGER/LESSOR Form SS 00 02 12 06 Page Process Date:Policy Expiration Date: SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: Form Numbers of Forms and Endorsements that apply: 11/17/20 01/04/22 65 SBM NY4907 6.00 6.00 Form SS 00 45 12 06 Process Date:Policy Expiration Date: SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: SUPPLEMENTAL DECLARATIONS: A service fee of $is charged for each installment when your premium is paid in installments.The service fee is $per withdrawal when you select an elec tronic fund transfer payment plan.The service fee will be added to the premium amount shown on your premium billing statement. Form SS 00 05 10 08 ©2008,The Hartford COMMON POLICY CONDITIONS Form SS 00 05 10 08 QUICK REFERENCE -SPECTRUM POLICY DECLARATIONS and COMMON POLICY CONDITIONS I.DECLARATIONS Named Insured and Mailing Address Policy Period Description and Business Location Coverages and Limits of Insurance II.COMMON POLICY CONDITIONS Beginning on Page A.Cancellation 1 B.Changes 1 C.Concealment,Misrepresentation Or Fraud 2 D.Examination Of Your Books And Records 2 E.Inspections And Surveys 2 F.Insurance Under Two Or More Coverages 2 G.Liberalization 2 H.Other Insurance -Property Coverage 2 I.Premiums 2 J.Transfer Of Rights Of Recovery Against Others To Us 2 K.Transfer Of Your Rights And Duties Under This Policy 3 L.Premium Audit 3 Form SS 00 05 10 08 Page 1 of 3 ©2008,The Hartford (Includes copyrighted material of Insurance Services Office,Inc.with its permission) COMMON POLICY CONDITIONS Page 2 of 3 Form SS 00 05 10 08 C.Concealment,Misrepresentation Or Fraud This policy is void in any case of fraud by you as it relates to this policy at any time.It is also void if you or any other insured,at any time,intentionally conceal or misrepresent a material fact concerning: 1.This policy; 2.The Covered Property; 3.Your interest in the Covered Property;or 4.A claim under this policy. D.Examination Of Your Books And Records We may examine and audit your books and records as they relate to the policy at any time during the policy period and up to three years afterward. E.Inspections And Surveys 1.We have the right but are not obligated to: a.Make inspections and surveys at any time; b.Give you reports on the conditions we find; and c.Recommend changes. 2.Any inspections,surveys,reports or recommendations will relate only to insurability and the premiums to be charged.We do not make safety inspections.We do not undertake to perform the duty of any person or organization to provide for the health or safety of any person.W e do not represent or warrant that conditions: a.Are safe or healthful;or b.Comply with laws,regulations,codes or standards. 3.This condition applies not only to us,but also to any rating,advisory,rate service or similar organization which makes insurance inspections,surveys,reports or recommendations on our behalf. F.Insurance Under Two Or More Coverages If two or more of this policy's coverages apply to the same loss or damage,we will not pay more than the actual amount of the loss or damage. G.Liberalization If we adopt any revision that would broaden the coverage under this policy without additional premium within 45 days prior to,or at any time during,the policy period,the broadened coverage will immediately apply to this policy. H.Other Insurance -Property Coverage If there is other insurance covering the same loss or damage,we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance,whether you can collect on it or not.But we will not pay more than the applicable Limit of Insurance. I.Premiums 1.The first Named Insured shown in the Declarations: a.Is responsible for the payment of all premiums;and b.Will be the payee for any return premiums we pay. 2.The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued.If applicable,on each renewal,continuation or anniversary of the effective date of this policy,we will compute the premium in accordance with our rates and rules then in effect. 3.With our consent,you may continue this policy in force by paying a continuation premium for each successive one-year period.The premium must be: a.Paid to us prior to the anniversary date;and b.Determined in accordance with Paragraph 2.above. Our forms then in effect will apply.If you do not pay the continuation premium,this policy will expire on the first anniversary date that we have not received the premium. 4.Changes in exposures or changes in your business operation,acquisition or use of locations that are not shown in the Declarations may occur during the policy period.If so,we may require an additional premium.That premium will be determined in accordance with our rates and rules then in effect. J.Transfer Of Rights Of Recovery Against Others To Us Applicable to Property Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another,those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them.But you may waive your rights against another party in writing: 1.Prior to a loss to your Covered Property;or 2.After a loss to your Covered Property only if,at time of loss,that party is one of the following: COMMON POLICY CONDITIONS Form SS 00 05 10 08 Page 3 of 3 a.Someone insured by this insurance; b.A business firm: (1)Owned or controlled by you;or (2)That owns or controls you;or c.Your tenant. You may also accept the usual bills of lading or shipping receipts lim iting the liability of carriers. This will not restrict your insurance. K.Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die,your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative.Until your legal representative is appointed,anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. L.Premium Audit a.We will compute all premiums for this policy in accordance with our rules and rates. b.The premium amount shown in the Declarations is a deposit premium only.At the close of each audit period we will compute the earned premium for that period.Any additional premium found to be due as a result of the audit are due and payable on notice to the first Named Insured.If the deposit premium paid for the policy term is greater than the earned premium,we will return the excess to the first Named Insured. c.The first Named Insured must maintain all records related to the coverage provided by this policy and necessary to finalize the premium audit,and send us copies of the same upon our request. Our President and Secretary have signed this policy.Where required by law,the Declarations page has also been countersigned by our duly authorized representative. Form SS 00 08 04 05 ©2005,The Hartford BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A.COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension -Supplementary Payments 2 B.EXCLUSIONS 3 C.WHO IS AN INSURED 10 D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1.Bankruptcy 15 2.Duties In The Event Of Occurrence,Offense,Claim Or Suit 15 3.Financial Responsibility Laws 16 4.Legal Action Against Us 16 5.Separation Of Insureds 16 6.Representations 16 7.Other Insurance 16 8.Transfer Of Rights Of Recovery Against Others To Us 17 F.OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 BUSINESS 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 'bur" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an 'occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM Page 2 of 24 Form SS 00 08 04 05 (2)Receives a written or verbal demand or claim for damages because of the "bodily injury"or "property damage";or (3)Becomes aware by any other means that "bodily injury"or "property damage"has occurred or has begun to occur. d.Damages because of "bodily injury"include damages claimed by any person or organization for care,loss of services or death resulting at any time from the "bodily injury". e.Incidental Medical Malpractice (1)"Bodily injury"arising out of the rendering of or failure to render professional health care services as a physician,dentist,nurse,emergency medical technician or paramedic shall be deemed to be caused by an "occurrence",but only if: (a)The physician,dentist,nurse, emergency medical technician or paramedic is employed by you to provide such services;and (b)You are not engaged in the business or occupation of providing such services. (2)For the purpose of determining the limits of insurance for incidental medical malpractice,any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2.MEDICAL EXPENSES Insuring Agreement 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: (1)The accident takes place in the "coverage territory"and during the policy period; (2)The expenses are incurred and reported to us within three years of the date of the accident;and (3)The injured person submits to examination,at our expense,by physicians of our choice as often as we reasonably require. b.We will make these payments regardless of fault.These payments will not exceed the 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. 3.COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a.We will pay,with respect to any claim or "suit"we investigate or settle,or any "suit" against an insured we defend: (1)All expenses we incur. (2)Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury"applies.We do not have to furnish these bonds. (3)The cost of appeal bonds or bonds to release attachments,but only for bond amounts within the applicable limit of insurance.We do not have to furnish these bonds. (4)All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit",including actual loss of earnings up to $500 a day because of time off from work. (5)All costs taxed against the insured in the "suit". (6)Prejudgment interest awarded against the insured on that part of the judgment we pay.If we make an offer to pay the applicable limit of insurance,we will not pay any prejudgment interest based on that period of time after the offer. (7)All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay,or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1)through (7) above will not reduce the limits of insurance. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 3 of 24 b.If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit",we will defend that indemnitee if all of the following conditions are met: (1)The "suit"against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2)This insurance applies to such liability assumed by the insured; (3)The obligation to defend,or the cost of the defense of,that indemnitee,has also been assumed by the insured in the same "insured contract"; (4)The allegations in the "suit"and the information we know about the "occurrence"are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5)The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee;and (6)The indemnitee: (a)Agrees in writing to: (i)Cooperate with us in the investigation,settlement or defense of the "suit"; (ii)Immediately send us copies of any demands,notices, summonses or legal papers received in connection with the "suit"; (iii)Notify any other insurer whose coverage is available to the indemnitee;and (iv)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee;and (b)Provides us with written authorization to: (i)Obtain records and other information related to the "suit";and (ii)Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys'fees incurred by us in the defense of that indemnitee,necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b)of 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: (1)We have used up the applicable limit of insurance in the payment of judgments or settlements;or (2)The conditions set forth above,or the terms of the agreement described in Paragraph (6)above,are no longer met. B.EXCLUSIONS 1.Applicable To Business Liability Coverage This insurance does not apply to: a.Expected Or Intended Injury (1)"Bodily injury"or "property damage" expected or intended from the standpoint of the insured.This exclusion does not apply to "bodily injury"or "property damage"resulting from the use of reasonable force to protect persons or property;or (2)"Personal and advertising injury"arising out of an offense committed by,at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b.Contractual Liability (1)"Bodily injury"or "property damage";or (2)"Personal and advertising injury" 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 because of: (a)"Bodily injury","property damage"or "personal and advertising injury"that the insured would have in the absence of the contract or agreement;or BUSINESS LIABILITY COVERAGE FORM Page 4 of 24 Form SS 00 08 04 05 (b)"Bodily injury"or "property damage" 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 purpose of liability assumed in an "insured contract",reasonable attorneys'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: (i)Liability to such party for,or for the cost of,that party’s defense has also been assumed in the same "insured contract",and (ii)Such attorneys'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. c.Liquor Liability "Bodily injury"or "property damage"for which any insured may be held liable by reason of: (1)Causing or contributing to the intoxication of any person; (2)The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol;or (3)Any statute,ordinance or regulation relating to the sale,gift,distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing,distributing, selling,serving or furnishing alcoholic beverages. d.Workers'Compensation And Similar Laws Any obligation of the insured under a workers'compensation,disability benefits or unemployment compensation law or any similar law. e.Employer’s Liability "Bodily injury"to: (1)An "employee"of the insured arising out of and in the course of: (a)Employment by the insured;or (b)Performing duties related to the conduct of the insured’s business,or (2)The spouse,child,parent,brother or sister of that "employee"as a consequence of (1)above. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f.Pollution (1)"Bodily injury","property damage"or "personal and advertising injury" arising out of the actual,alleged or threatened discharge,dispersal, seepage,migration,release or escape of "pollutants": (a)At or from any premises,site or location which is or was at any time owned or occupied by,or rented or loaned to any insured. However,this subparagraph does not apply to: (i)"Bodily injury"if sustained within a building and caused by smoke,fumes,vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use,by the building's occupants or their guests; (ii)"Bodily injury"or "property damage"for which you may be held liable,if you are a contractor and the owner or lessee of such premises,site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises,site or location and such premises,site or location is not and never was owned or occupied by,or rented or loaned to,any insured,other than that additional insured;or BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 5 of 24 (iii)"Bodily injury"or "property damage"arising out of heat, smoke or fumes from a "hostile fire"; (b)At or from any premises,site or location which is or was at any time used by or for any insured or others for the handling,storage, disposal,processing or treatment of waste; (c)Which are or were at any time transported,handled,stored, treated,disposed of,or processed as waste by or for: (i)Any insured;or (ii)Any person or organization for whom you may be legally responsible; (d)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants"are brought on or to the premises,site or location in connection with such operations by such insured,contractor or subcontractor.However,this subparagraph does not apply to: (i)"Bodily injury"or "property damage"arising out of the escape of fuels,lubricants or other operating fluids which are needed to perform the normal electrical,hydraulic or mechanical functions necessary for the operation of "mobile equipment"or its parts, if such fuels,lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them.This exception does not apply if the "bodily injury"or "property damage"arises out of the intentional discharge,dispersal or release of the fuels, lubricants or other operating fluids,or if such fuels, lubricants or other operating fluids are brought on or to the premises,site or location with the intent that they be discharged,dispersed or released as part of the operations being performed by such insured,contractor or subcontractor; (ii)"Bodily injury"or "property damage"sustained within a building and caused by the release of gases,fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor;or (iii)"Bodily injury"or "property damage"arising out of heat, smoke or fumes from a "hostile fire";or (e)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the operations are to test for,monitor,clean up,remove, contain,treat,detoxify or neutralize, or in any way respond to,or assess the effects of,"pollutants". (2)Any loss,cost or expense arising out of any: (a)Request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor, clean up,remove,contain,treat, detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants";or (b)Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring,cleaning up,removing, containing,treating,detoxifying or neutralizing,or in any way responding to,or assessing the effects of,"pollutants". However,this paragraph does not apply to liability for damages because of "property damage"that the insured would have in the absence of such request,demand,order or statutory or regulatory requirement,or such claim or "suit"by or on behalf of a governmental authority. BUSINESS LIABILITY COVERAGE FORM Page 6 of 24 Form SS 00 08 04 05 g.Aircraft,Auto Or Watercraft "Bodily injury"or "property damage"arising out of the ownership,maintenance,use or entrustment to others of any aircraft,"auto" or watercraft owned or operated by or rented or loaned to any insured.Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage"involved the ownership, maintenance,use or entrustment to others of any aircraft,"auto"or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1)A watercraft while ashore on premises you own or rent; (2)A watercraft you do not own that is: (a)Less than 51 feet long;and (b)Not being used to carry persons for a charge; (3)Parking an "auto"on,or on the ways next to,premises you own or rent, provided the "auto"is not owned by or rented or loaned to you or the insured; (4)Liability assumed under any "insured contract"for the ownership, maintenance or use of aircraft or watercraft; (5)"Bodily injury"or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3)of the definition of "mobile equipment";or (6)An aircraft that is not owned by any insured and is hired,chartered or loaned with a paid crew.However,this exception does not apply if the insured has any other insurance for such "bodily injury"or "property damage",whether the other insurance is primary,excess, contingent or on any other basis. 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 or preparation for,a prearranged racing,speed or demolition contest or in any stunting activity. i.War "Bodily injury","property damage"or "personal and advertising injury",however caused,arising,directly or indirectly,out of: (1)War,including undeclared or civil war; (2)Warlike action by a military force, including action in hindering or defending against an actual or expected attack,by any government, sovereign or other authority using military personnel or other agents;or (3)Insurrection,rebellion,revolution, usurped power,or action taken by governmental authority in hindering or defending against any of these. j.Professional Services "Bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of 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,shop drawings,opinions,reports,surveys, field orders,change orders,designs or drawings and specifications; (3)Supervisory,inspection,architectural or engineering activities; (4)Medical,surgical,dental,x-ray or nursing services treatment,advice or instruction; (5)Any health or therapeutic service treatment,advice or instruction; (6)Any service,treatment,advice or instruction for the purpose of appearance or skin enhancement,hair removal or replacement or personal grooming; (7)Optical or hearing aid services including the prescribing,preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 7 of 24 (8)Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation,fitting,demonstration or distribution of ophthalmic lenses and similar products; (9)Any: (a)Body piercing (not including ear piercing); (b)Tattooing,including but not limited to the insertion of pigments into or under the skin;and (c)Similar services; (10)Services in the practice of pharmacy; and (11)Computer consulting,design or programming services,including web site design. Paragraphs (4)and (5)of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e.in Section A.-Coverages. 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; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations,if the "property damage" arises out of those operations;or (6)That particular part of any property that must be restored,repaired or replaced because "your work"was incorrectly performed on it. Paragraphs (1),(3)and (4)of this exclusion do not apply to "property damage"(other than damage by fire)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 Section D.-Limits 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)and (4)of this exclusion do not apply to the use of elevators. Paragraphs (3),(4),(5)and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3)and (4)of this exclusion do not apply to "property damage"to borrowed equipment while not being used to perform operations at a job site. Paragraph (6)of this exclusion does not apply to "property damage"included in the "products-completed operations hazard". l.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. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product"or "your work"after it has been put to its intended use. BUSINESS LIABILITY COVERAGE FORM Page 8 of 24 Form SS 00 08 04 05 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)Arising out of oral,written or electronic publication of material,if done by or at the direction of the insured with knowledge of its falsity; (2)Arising out of oral,written or electronic publication of material whose first publication took place before the beginning of the policy period; (3)Arising out of a criminal act committed by or at the direction of the insured; (4)Arising out of any breach of contract, except an implied contract to use another’s "advertising idea"in your "advertisement"; (5)Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6)Arising out of the wrong description of the price of goods,products or services; (7)Arising out of any violation of any intellectual property rights such as copyright,patent,trademark,trade name,trade secret,service mark or other designation of origin or authenticity. However,this exclusion does not apply to infringement,in your "advertisement",of (a)Copyright; (b)Slogan,unless the slogan is also a trademark,trade name,service mark or other designation of origin or authenticity;or (c)Title of any literary or artistic work; (8)Arising out of an offense committed by an insured whose business is: (a)Advertising,broadcasting, publishing or telecasting; (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 a.,b.and c. under the definition of "personal and advertising injury"in Section G.– Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement"for or linking to others on your web site,by itself,is not considered the business of advertising,broadcasting, publishing or telecasting; (9)Arising out of an electronic chat room or bulletin board the insured hosts, owns,or over which the insured exercises control; (10)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; (11)Arising out of the violation of a person's right of privacy created by any state or federal act. However,this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12)Arising out of: (a)An "advertisement"for others on your web site; (b)Placing a link to a web site of others on your web site; (c)Content from a web site of others displayed within a frame or border on your web site.Content includes information,code,sounds,text, graphics or images;or (d)Computer code,software or programming used to enable: (i)Your web site;or (ii)The presentation or functionality of an "advertisement"or other content on your web site; BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 9 of 24 (13)Arising out of a violation of any anti- trust law; (14)Arising out of the fluctuation in price or value of any stocks,bonds or other securities;or (15)Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director,stockholder,partner or member of the insured. 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". r.Employment-Related Practices "Bodily injury"or "personal and advertising injury"to: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment;or (c)Employment-related practices, policies,acts or omissions,such as coercion,demotion,evaluation, reassignment,discipline, defamation,harassment,humiliation or discrimination directed at that person;or (2)The spouse,child,parent,brother or sister of that person as a consequence of "bodily injury"or "personal and advertising injury"to the person at whom any of the employment-related practices described in Paragraphs (a),(b),or (c) above is directed. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. s.Asbestos (1)"Bodily injury","property damage"or "personal and advertising injury" arising out of the "asbestos hazard". (2)Any damages,judgments,settlements, loss,costs or expenses that: (a)May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b)Arise out of any request,demand, order or statutory or regulatory requirement that any insured or others test for,monitor,clean up, remove,encapsulate,contain, treat,detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard";or (c)Arise out of any claim or suit for damages because of testing for, monitoring,cleaning up,removing, encapsulating,containing,treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t.Violation Of Statutes That Govern E- Mails,Fax,Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury","property damage",or "personal and advertising injury"arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA),including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003,including any amendment of or addition to such law;or (3)Any statute,ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003,that prohibits or limits the sending,transmitting,communicating or distribution of material or information. Damage To Premises Rented To You – Exception For Damage By Fire,Lightning or Explosion Exclusions c.through h.and k.through o.do not apply to damage by fire,lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner.A separate Limit of Insurance applies to this coverage as described in Section D.-Liability And Medical Expenses Limits Of Insurance. BUSINESS LIABILITY COVERAGE FORM Page 10 of 24 Form SS 00 08 04 05 2.Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a.Any Insured To any insured,except "volunteer workers". b.Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c.Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d.Workers'Compensation And Similar Laws 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.Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games,sports or athletic contests. f.Products-Completed Operations Hazard Included with the "products-completed operations hazard". g.Business Liability Exclusions Excluded under Business Liability Coverage. 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.Employees And Volunteer Workers 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"or that "volunteer worker"as a consequence of Paragraph (1)(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 (1)(a)or (b)above;or (d)Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services,Paragraph (d)does not apply to any nurse,emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage"to property: (a)Owned,occupied or used by, BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 11 of 24 (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.Real Estate Manager Any person (other than your "employee"or "volunteer worker"),or any organization while acting as your real estate manager. c.Temporary Custodians Of Your Property 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.Legal Representative If You Die Your legal representative if you die,but only with respect to duties as such.That representative will have all your rights and duties under this insurance. e.Unnamed Subsidiary Any subsidiary and subsidiary thereof,of yours which is a legally incorporated entity of which you own a financial interest of more than 50%of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3.Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company,and over which you maintain financial interest of more than 50%of the voting stock,will qualify as a Named Insured if there is no other similar insurance available to that organization.However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period,whichever is earlier;and b.Coverage under this provision does not apply to: (1)"Bodily injury"or "property damage" that occurred;or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4.Operator Of Mobile Equipment With respect to "mobile equipment"registered in your name under any motor vehicle registration law,any person is an insured while driving such equipment along a public highway with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the equipment,and only if no other insurance of any kind is available to that person or organization for this liability. However,no person or organization is an insured with respect to: a."Bodily injury"to a co-"employee"of the person driving the equipment;or b."Property damage"to property owned by, rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5.Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge,any person is an insured while operating such watercraft with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the watercraft,and only if no other insurance of any kind is available to that person or organization for this liability. However,no person or organization is an insured with respect to: a."Bodily injury"to a co-"employee"of the person operating the watercraft;or b."Property damage"to property owned by, rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6.Additional Insureds When Required By Written Contract,Written Agreement Or Permit The person(s)or organization(s)identified in Paragraphs a.through f.below are additional insureds when you have agreed,in a written BUSINESS LIABILITY COVERAGE FORM Page 12 of 24 Form SS 00 08 04 05 contract,written agreement or because of a permit issued by a state or political subdivision,that such person or organization be added as an additional insured on your policy,provided the injury or damage occurs subsequent to the execution of the contract or agreement,or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However,no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F.–Optional Additional Insured Coverages. a.Vendors Any person(s)or organization(s)(referred to below as vendor),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 and only if this Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance 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; (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: (i)The exceptions contained in Subparagraphs (d)or (f);or (ii)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. b.Lessors Of Equipment (1)Any person or organization from whom you lease equipment;but only with respect to their liability for "bodily injury","property damage"or "personal and advertising injury" caused,in whole or in part,by your maintenance,operation or use of equipment leased to you by such person or organization. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 13 of 24 (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. c.Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises,but only with respect to liability arising out of the ownership,maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to: (a)Any "occurrence"which takes place after you cease to lease that land or be a tenant in that premises;or (b)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. d.Architects,Engineers Or Surveyors (1)Any architect,engineer,or surveyor,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; or (b)In the performance of your ongoing operations performed by you or on your behalf. (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you,including: (a)The preparing,approving,or failure to prepare or approve, maps,shop drawings,opinions, reports,surveys,field orders, change orders,designs or drawings and specifications;or (b)Supervisory,inspection, architectural or engineering activities. e.Permits Issued By State Or Political Subdivisions (1)Any state or political subdivision,but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to: (a)"Bodily injury","property damage" or "personal and advertising injury"arising out of operations performed for the state or municipality;or (b)"Bodily injury"or "property damage" included within the "products- completed operations hazard". f.Any Other Party (1)Any other person or organization who is not an insured under Paragraphs a. through e.above,but only with respect to liability for "bodily injury", "property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations; (b)In connection with your premises owned by or rented to you;or (c)In connection with "your work"and included within the "products- completed operations hazard",but only if (i)The written contract or written agreement requires you to provide such coverage to such additional insured;and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products- completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to: "Bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services,including: BUSINESS LIABILITY COVERAGE FORM Page 14 of 24 Form SS 00 08 04 05 (a)The preparing,approving,or failure to prepare or approve, maps,shop drawings,opinions, reports,surveys,field orders, change orders,designs or drawings and specifications;or (b)Supervisory,inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D.–Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.–Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1.The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits"brought;or c.Persons or organizations making claims or bringing "suits". 2.Aggregate Limits The most we will pay for: a.Damages because of "bodily injury"and "property damage"included in the "products-completed operations hazard"is the Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodily injury","property damage"or "personal and advertising injury",including medical expenses,is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location"means premises involving the same or connecting lots,or premises whose connection is interrupted only by a street,roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage"to premises while rented to you or temporarily occupied by you with permission of the owner,arising out of fire,lightning or explosion. 3.Each Occurrence Limit Subject to 2.a.or 2.b above,whichever applies,the most we will pay for the sum of all damages because of all "bodily injury", "property damage"and medical expenses arising out of any one "occurrence"is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury"sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4.Personal And Advertising Injury Limit Subject to 2.b.above,the most we will pay for the sum of all damages because of all "personal and advertising injury"sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5.Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage"to any one premis es,while rented to you,or in the case of damage by fire, lightning or explosion,while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire,lightning or explosion,the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event,whether such damage results from fire,lightning or explosion or any combination of these. 6.How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance specified in a written contract,written agreement or permit issued by a state or political subdivision;or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 15 of 24 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit",the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit".However,this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. The Limits of Insurance of this Coverage Part 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.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1.Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2.Duties In The Event Of Occurrence, Offense,Claim Or Suit a.Notice Of Occurrence Or Offense You or any additional insured 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.Notice Of Claim If a claim is made or "suit"is brought against any insured,you or any additional insured must: (1)Immediately record the specifics of the claim or "suit"and the date received; and (2)Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit"as soon as practicable. c.Assistance And Cooperation Of The Insured 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, settlement of the claim or defense against the "suit";and (4)Assist us,upon our request,in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d.Obligations At The Insured's Own Cost 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. e.Additional Insured's Other Insurance If we cover a claim or "suit"under this Coverage Part that may also be covered by other insurance available to an additional insured,such additional insured must submit such claim or "suit"to the other insurer for defense and indemnity. However,this provision does not apply to the extent that you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f.Knowledge Of An Occurrence,Offense, Claim Or Suit Paragraphs a.and b.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 offic ial,if you or an additional insured is a political subdivision or public entity. BUSINESS LIABILITY COVERAGE FORM Page 16 of 24 Form SS 00 08 04 05 This Paragraph f.applies separately to you and any additional insured. 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 Coverage Form: 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 Coverage Form 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 insurance 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, 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 b.Separately to each insured against whom a claim is made or "suit"is brought. 6.Representations a.When You Accept This Policy By accepting this policy,you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us;and (3)We have issued this policy in reliance upon your representations. b.Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part,we shall not deny any coverage under this Coverage Part because of such failure. 7.Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part,our obligations are limited as follows: a.Primary Insurance This insurance is primary except when b. below applies.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. b.Excess Insurance This insurance is excess over any of the other insurance,whether primary,excess, contingent or on any other basis: (1)Your Work That is Fire,Extended Coverage, Builder's Risk,Installation Risk or similar coverage for "your work"; (2)Premises Rented To You That is fire,lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3)Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage"to premises rented to you or temporarily occupied by you with permission of the owner; (4)Aircraft,Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g.of Section A.–Coverages. (5)Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section A.– Coverages. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 17 of 24 (6)When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations,or products and completed operations,for which you have been added as an additional insured by that insurance;or (7)When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However,the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. (b)Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance,this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess,we will have no duty under this Coverage Part to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends,we will undertake to do so,but we will be entitled to the insured's rights against all those other insurers. 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: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance;and (2)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. c.Method Of Sharing If all the other insurance permits contribution by equal shares,we will follow this method also.Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8.Transfer Of Rights Of Recovery Against Others To Us a.Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring "suit"or transfer those rights to us and help us enforce them.This condition does not apply to Medical Expenses Coverage. b.Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments,we have made under this Coverage Part,we also waive that right,provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. BUSINESS LIABILITY COVERAGE FORM Page 18 of 24 Form SS 00 08 04 05 F.OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply.When any of these Optional Additional Insured Coverages apply, Paragraph 6.(Additional Insureds When Required by Written Contract,Written Agreement or Permit) of Section C.,Who Is An Insured,does not apply to the person or organization shown in the Declarations.These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy,except as provided below: 1.Additional Insured -Designated Person Or Organization WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: a.In the performance of your ongoing operations;or b.In connection with your premises owned by or rented to you. 2.Additional Insured -Managers Or Lessors Of Premises a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations as an Additional Insured - Designated Person Or Organization;but only with respect to liability arising out of the ownership,maintenance or use of that part of the premises leased to you and shown in the Declarations. b.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: (1)Any "occurrence"which takes place after you cease to be a tenant in that premises;or (2)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. 3.Additional Insured -Grantor Of Franchise WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations as an Additional Insured - Grantor Of Franchise,but only with respect to their liability as grantor of franchise to you. 4.Additional Insured -Lessor Of Leased Equipment a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) shown in the Declarations as an Additional Insured –Lessor of Leased 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 equipment leased to you by such person(s)or organization(s). b.With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. 5.Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) shown in the Declarations as an Additional Insured –Owners Or Other Interests From Whom Land Has Been Leased,but only with respect to liability arising out of the ownership,maintenance or use of that part of the land leased to you and shown in the Declarations. b.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: (1)Any "occurrence"that takes place after you cease to lease that land;or (2)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. 6.Additional Insured -State Or Political Subdivision –Permits a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 19 of 24 Insured –State Or Political Subdivision - Permits,but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: (1)"Bodily injury","property damage"or "personal and advertising injury" arising out of operations performed for the state or municipality;or (2)"Bodily injury"or "property damage" included in the "product-completed operations"hazard. 7.Additional Insured –Vendors a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) (referred to below as vendor)shown in the Declarations as an Additional Insured - Vendor,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 and only if this Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". b.The insurance afforded to the vendor is subject to the following additional exclusions: (1)This insurance 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,unless 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; (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: (i)The exceptions contained in Subparagraphs (d)or (f);or (ii)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. 8.Additional Insured –Controlling Interest WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations as an Additional Insured – Controlling Interest,but only with respect to their liability arising out of: a.Their financial control of you;or b.Premises they own,maintain or control while you lease or occupy these premises. BUSINESS LIABILITY COVERAGE FORM Page 20 of 24 Form SS 00 08 04 05 This insurance does not apply to structural alterations,new construction and demolition operations performed by or for that person or organization. 9.Additional Insured –Owners,Lessees Or Contractors –Scheduled Person Or Organization a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) shown in the Declarations as an Additional Insured –Owner,Lessees Or Contractors, but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In the performance of your ongoing operations for the additional insured(s);or (2)In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard",but only if this Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". b.With respect to the insurance afforded to these additional insureds,this insurance does not apply to "bodily injury","property damage"or "personal an advertising injury"arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services,including: (1)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions,reports,surveys, field orders,change orders,designs or drawings and specifications;or (2)Supervisory,inspection,architectural or engineering activities. 10.Additional Insured –Co-Owner Of Insured Premises WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or Organization(s)shown in the Declarations as an Additional Insured –Co- Owner Of Insured Premises,but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D.–Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.– Liability And Medical Expenses General Conditions. G.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1."Advertisement"means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a.(1)Radio; (2)Television; (3)Billboard; (4)Magazine; (5)Newspaper; b.The Internet,but only that part of a web site that is about goods,products or services for the purposes of inducing the sale of goods,products or services;or c.Any other publication that is given widespread public distribution. However,"advertisement"does not include: a.The design,printed material,information or images contained in,on or upon the packaging or labeling of any goods or products;or b.An interactive conversation between or among persons through a computer network. 2."Advertising idea"means any idea for an "advertisement". 3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto"means a land motor vehicle,trailer or semi-trailer designed for travel on public roads,including any attached machinery or equipment.But "auto"does not include "mobile equipment". 5."Bodily injury"means physical: a.Injury; b.Sickness;or c.Disease sustained by a person and,if arising out of the above,mental anguish or death at any time. 6."Coverage territory"means: BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 21 of 24 a.The United States of America (including its territories and possessions),Puerto Rico and Canada; b.International waters or airspace,but only if the injury or damage occurs in the course of travel or transportation between any places included in a.above; c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a.above; (2)The activities of a person whose home is in the territory described in a. above,but is away for a short time on your business;or (3)"Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions),Puerto Rico or Canada,in a "suit"on the merits according to the substantive law in such territory,or in a settlement we agree to. 7."Electronic data"means information,facts or programs: a.Stored as or on; b.Created or used on;or c.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. 8."Employee"includes a "leased worker". "Employee"does not include a "temporary worker". 9."Executive officer"means a person holding any of the officer positions created by your charter,constitution,by-laws or any other similar governing document. 10."Hostile fire"means one which becomes uncontrollable or breaks out from where it was intended to be. 11."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; if such property can be restored to use by: a.The repair,replacement,adjustment or removal of "your product"or "your work"; or b.Your fulfilling the terms of the contract or agreement. 12."Insured contract"means: a.A contract for a lease of premises. However,that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to p remises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D.–Liability and Medical Expenses Limits of Insurance. b.A sidetrack agreement; c.Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d.Any obligation,as required by ordinance, to indemnify a municipality,except in connection with work for a municipality; e.An elevator maintenance agreement;or f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality)under which you assume the tort liability of another party to pay for "bodily injury"or "property damage"to a third person or organization, provided the "bodily injury"or "property damage"is caused,in whole or in part,by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.includes that part of any contract or agreement 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. However,Paragraph f.does not include that part of any contract or agreement: BUSINESS LIABILITY COVERAGE FORM Page 22 of 24 Form SS 00 08 04 05 (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing,approving or failing to prepare or approve maps,shop drawings,opinions,reports, surveys,field orders,change orders,designs or drawings and specifications;or (b)Giving directions or instructions, or failing to give them,if that is the primary cause of the injury or damage;or (2)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 lis ted in (1)above and supervisory, inspection,architectural or engineering activities. 13."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". 14."Loading or unloading"means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft,watercraft or "auto"; b.While it is in or on an aircraft,watercraft or "auto";or c.While it is being moved from an aircraft, watercraft or "auto"to the place where it is finally delivered; but "loading or unloading"does not include the movement of property by means of a mechanical device,other than a hand truck,that is not attached to the aircraft,watercraft or "auto". 15."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 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 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,of at least 1,000 pounds gross vehicle weight,designed primarily for: (a)Snow removal; (b)Road maintenance,but not construction or resurfacing;or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers;and (3)Air compressors,pumps and generators,including spraying, welding,building cleaning, geophysical exploration,lighting and well servicing equipment. 16."Occurrence"means an accident,including continuous or repeated exposure to substantially the same general harmful conditions. 17."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; BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 23 of 24 c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room,dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d.Oral,written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods,products or services; e.Oral,written or electronic publication of material that violates a person's right of privacy; f.Copying,in your "advertisement",a person’s or organization’s "advertising idea"or style of "advertisement"; g.Infringement of copyright,slogan,or title of any literary or artistic work,in your "advertisement";or h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18."Pollutants"means 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. 19."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 to be completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service,maintenance, correction,repair or replacement,but which is otherwise complete,will be treated as completed. 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. 20."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 "occurrence"that caused it. As used in this definition,"electronic data"is not tangible property. 21."Suit"means a civil proceeding in which damages because of "bodily injury","property damage"or "personal and advertising injury" to which this insurance applies are alleged. "Suit"includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent;or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22."Temporary worker"means a person who is furnished to you to substitute for a permanent "employee"on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker"means a person who: a.Is not your "employee"; BUSINESS LIABILITY COVERAGE FORM Page 24 of 24 Form SS 00 08 04 05 b.Donates his or her work; c.Acts at the direction of and within the scope of duties determined by you;and d.Is not paid a fee,salary or other compensation by you or anyone else for their work performed for you. 24."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. 25."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. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 00 60 09 15 Page 1 of 2 Page 2 of 2 Form SS 00 60 09 15 (2)The spouse,child,parent,brother or sister of that person as a consequence of "personal and advertising injury"to that person at whom any "employment-related practices"are directed. This exclusion applies: (a)Whether the injury-causing event described in the definition of "employment-related practices" occurs before employment,during employment or after employment of that person; (b)Whether the insured may be liable as an employer or in any other capacity; and (c)To any obligation to share damages with or repay someone else who must pay damages because of the injury. C.Subparagraph 1.q."Electronic Data"of Section B. Exclusions is deleted and replaced with the following: q.Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability (1)Damages,other than damages because of "personal and advertising injury", arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents,trade secrets, processing methods,customer lists, financial information,credit card information,health information or any other type of nonpublic information;or (2)Damages arising out of the loss of,loss of use of,damage to,corruption of,inability to access,or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs,credit monitoring expenses,forensic expenses,public relations expenses or any other loss,cost or expense incurred by you or others arising out of that which is described in Paragraph (1)or (2)above. However,unless Paragraph (1)above applies,this exclusion does not apply to damages because of "bodily injury". As used in this exclusion,electronic data means information,facts or computer programs stored as or on,created or used on,or transmitted to or from computer software (including systems and applications software),on hard or floppy disks, CD-ROMs,tapes,drives,cells,data processing devices or any other repositories of computer software which are used with electronically controlled equipment.The term computer programs,referred to in the foregoing description of electronic data,means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it,which enable the computer or device to receive,process,store,retrieve or send data. D.Sub-subparagraph 7.b.(1)Other Insurance of Section E.Liability and Medical Expenses General Conditions is deleted and replaced with the following: b.Excess Insurance (1)Your Work That is Fire,Extended Coverage,Builder's Risk,Installation Risk,Owner Controlled Insurance Program or OCIP,W rap Up Insurance or similar coverage for "your work". E.Subparagraph 17.c."Personal and Advertising Injury"of Section G,Liability and Medical Expenses Definitions is deleted and replaced with the following: "Personal and advertising injury"means injury, including consequential "bodily injury",arising out of one or more of the following offenses: 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; F.Subparagraph 17.h.of Section G,Liability and Medical Expenses Definitions deleted. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 00 64 09 16 Page 1 of 1 ©2016,The Hartford THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 01 28 05 17 Page 1 of 6 ©2017,The Hartford (Includes copyrighted material of Insurance Services Office,Inc.,with its permission) Page 2 of 6 Form SS 01 28 05 17 c.45 days before the effective date of cancellation if we cancel for any other reason. 3.We will mail or deliver our notice stating the actual reason for cancellation to the first Named Insured and the first Named Insured's agent or broker at their last mailing addresses known to us. 4.We will also mail or deliver to any mortgage holder,pledgee or other person shown in this policy to have an interest in any loss which may occur under this policy,at their last mailing address known to us, written notice of cancellation prior to the effective date of cancellation.If cancellation is for reasons other than those contained in paragraph A.2.a.above,this notice will be the same as that mailed or delivered to the first Named Insured. If cancellation is for a reason contained in paragraph A.2.a.above,we will mail or deliver this notice at least 20 days prior to the effective date of cancellation 5.Notice of cancellation will state the effective date of cancellation.The policy period will end on that date. 6.If this policy is cancelled,we will send any premium refund due.If we cancel,the refund will be pro rata.If the first Named Insured cancels,the refund will be at least 90%of the pro rata refund.The cancellation will be effective even if we have not made or offered a refund. 7.If notice is mailed,proof of mailing will be sufficient proof of notice. B.The Other Insurance-Property Condition,is deleted and replaced by the following: 1.With respect to insurance provided under the Standard or Special Property Coverage Form of this policy: a.You may have other insurance subject to the same plan,terms,conditions and provisions as the insurance under this policy.If you do,we will pay our share of the covered loss or damage.Our share is the proportion that the applicable Limit of Insurance under this policy bears to the limits of insurance of all insurance covering on the same basis. b.If there is other insurance covering the same loss or damage,other than that described in a.above,we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance,whether you can collect on it or not.But we will not pay more than the applicable Limit of Insurance. C.Paragraph I.3 of the Premiums Condition is deleted and replaced by the following: 3.The premium must be: a.Paid to us prior to the anniversary date; and b.Determined in accordance with paragraph 2.above. Our forms then in effect will apply.If you do not pay the continuation premium,this policy will expire on the first anniversary date that we have not received the premium. D.The Inspections and Surveys Condition is deleted and replaced by the following: 1.We have the right to: a.Make inspections and surveys at any time; b.Give you reports on the conditions we find;and c.Recommend changes. 2.We are not obligated to make any inspections, surveys,reports or recommendations and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections.W e do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public.And we do not warrant that conditions: a.Are safe or healthful;or b.Comply with laws,regulations,codes or standards. 3.Paragraphs 1.and 2.of this condition apply not only to us,but also to any rating, advisory,rate service or similar organization which makes insurance inspections, surveys,reports or recommendations. 4.Paragraph 2.of this condition does not apply to any inspections,surveys,reports or recommendations we may make relative to certification,under state or municipal statutes,ordinances or regulations,of boilers,pressure vessels or elevators. E.The following Condition is added: Nonrenewal a.We may elect not to renew this policy by mailing or delivering written notice of nonrenewal,stating the reasons for nonrenewal,to the first Named Insured and the first Named Insured's agent or broker,at their last mailing addresses known to us. Form SS 01 28 05 17 Page 3 of 6 We will also mail to any mortgage holder, pledgee or other person shown in the policy to have an interest in any loss which may occur under this policy,at their last mailing address known to us,written notice of nonrenewal.We will mail or deliver these notices at least 45 days before the: (1)Expiration of the policy;or (2)Anniversary date of this policy if this policy has been written for a term of more than one year. If notice is mailed,proof of mailing will be sufficient proof of notice. Otherwise,we will renew this policy unless: (a)The first Named Insured fails to pay the renewal premium after we have expressed our willingness to renew, including a statement of the renewal premium,to the first Named Insured and the first Named Insured's insurance agent or broker,at least 20 days before the expiration date;or (b)Other coverage acceptable to the insured has been obtained prior to the expiration date of the policy. II.The following provisions modify the STANDARD or SPECIAL PROPERTY COVERAGE FORM. A.Paragraph A.2.a.Property Not Covered is deleted and replaced by the following: a.Aircraft,automobiles,or motortrucks;and any other vehicle if such vehicle is subject to licensing requirements. B.VOLCANIC ACTION Paragraph A.3.k.Volcanic Action and the Volcanic Action definition in paragraph B.1.a.(5) Exclusions in the STANDARD PROPERTY COVERAGE FORM;and,the Volcanic Action definition in paragraph B.1.a.(5)Exclusions in the SPECIAL PROPERTY COVERAGE FORM are deleted and replaced by the following: 1.Volcanic Action means direct loss or damage resulting from the eruption of a volcano when loss or damage is caused by: a.Volcanic blast or airborne shock waves; or b.Ash,dust or particulate matter. Volcanic Action does not provide coverage for damage to: (1)Land; (2)Property in the open or in open sheds;or (3)Portions of buildings not completely enclosed,or personal property contained within those buildings. All volcanic eruptions that occur within any 168-hour period will constitute a single occurrence. 2.Direct loss includes the cost to: a.Remove the ash,dust or particulate matter from other interior and exterior surfaces of the covered building;and b.Clean equipment and stock.If stock cannot be returned to its state before the volcanic eruption,the measure of loss will be the reduction in actual cash value. Payment for removal applies only to the initial deposit of ash,dust or particulate matter following a volcanic eruption. Subsequent deposits arising from the movements of volcanic dust or ash by wind or other means are not covered. The following applies to the Business Income and Extra Expense Additional Coverages in the Standard or Special Property Coverage Form only: The "period of restoration"arising from the need for removal is the time necessary to remove the matter described with reasonable speed from the Covered Property. 3.Volcanic Action does not include loss caused by,resulting from,contributed to or aggravated by: a.Fire; b.Explosion; c.Flood,surface water,tides,tidal waves, overflow of any body of water or other spray,all whether driven by wind or not; or d.Earth movement,including but not limited to earthquake,volcanic eruption, landslide mine subsidence,lava flow, mud flow,earth sinking,earth rising or shifting. C.EXCLUSIONS 1.Paragraph B.1.is deleted and replaced by the following: 1.W e will not pay for loss or damage caused by any of the excluded events described below.Loss or damage will be considered to have been caused by an excluded event if the occurrence of that event: i.Directly and solely results in loss or damage;or ii.Initiates a sequence of events that results in loss or damage, regardless of the nature of any intermediate or final event in that sequence. Page 4 of 6 Form SS 01 28 05 17 2.The following is added to Exclusion B.2.e. Dishonesty in the Special Property Coverage Form: This exclusion does not apply to an innocent co-insured. 3.Exclusion B.2.c.Miscellaneous Types Of Loss in the Special Property Coverage Form is deleted and replaced by the following: c.Maintenance Types of Loss: (1)Wear and tear; (2)Rust,corrosion,fungus,decay, deterioration,hidden or latent defect or any quality in property that causes it to damage or destroy itself; (3)Smog; (4)Settling,cracking,shrinking or expansion; (5)Nesting or infestation,or discharge or release of waste products or secretions,by insects,birds, rodents or other animals; (6)The following causes of loss to personal property: (a)Dampness or dryness of atmosphere; (b)Changes in or extremes of temperature;or (c)Marring or scratching. But if loss or damage by the "specified causes of loss",building glass breakage or collapse,as provided in the Collapse Additional Coverage,results, we will pay for the resulting loss or damage. 4.B.3.a.Exclusions is deleted and replaced by the following: 3.We will not pay for loss or damage caused by or resulting from any of the following.But if an excluded cause of loss that is listed below results in a Covered Cause of Loss, we will pay for the loss or damage caused by that Covered Cause of Loss. a.Weather Conditions (1)A weather condition which results in: (a)Landslide,mudslide or mudflow; (b)Mine subsidence;earth sinking,rising or shifting (other than sinkhole collapse); (c)Flood,surface water, waves,tides,tidal waves,overflow of any body of water,or their spray,all whether driven by wind or not; (d)Water backing up from a sewer or drain;or (e)Water under the ground surface pressing on,or flowing or seeping through: (i)Foundations,walls, floors or paved surfaces; (ii)Basements,whether paved or not;or (iii)Doors,windows or other openings. (2)A weather condition which results in the failure of power or other utility service supplied to the described premises,if the failure originates away from the described premises. D.The last paragraph of the Appraisal PROPERTY LOSS CONDITION does not apply. E.Subparagraph a.of the DUTIES IN THE EVENT OF LOSS OR DAMAGE Property Loss Condition in the Standard or Special Property Coverage Form does not apply. F.The following changes apply to the the Loss Payment PROPERTY LOSS CONDITION: 1.Paragraph d.(1)(c)is deleted and replaced by the following: (c)W e will not pay more for loss or damage on a replacement cost basis than the least of: (i)The amount if would cost to replace the damaged item at the time of the loss with new property of similar kind and quality to be used for the same purpose on the same site;or (ii)The amount you actually spend in repairing the damage,or replacing the damaged property with new property of similar kind and quality. 2.Paragraph d.(5)is deleted and replaced by the following: (5)Tenants'Improvements and Betterments at: (a)Replacement cost if you make repairs within a reasonable time after loss; Form SS 01 28 05 17 Page 5 of 6 (b)A proportion of your original cost if you do not make repairs within a reasonable time after loss.We will determine the proportionate value as follows: (i)Multiply the original cost by the number of days from the loss or damage to the expiration of the lease;and (ii)Divide the amount determined in (i)above by the number of days from the installation of improvements to the expiration of the lease. If your lease contains a renewal option,the expiration period will replace the expiration of the lease in this procedure. We will pay nothing,if others pay for repairs or replacement. G.The Legal Action Against Us PROPERTY LOSS CONDITION is deleted and replaced by the following: Legal Action Against Us No one may bring a legal action against us under this insurance unless: a.There has been full compliance with all of the terms of this insurance;and b.The action is brought within two years after the date on which the direct physical loss or damage occurred. If this action is brought pursuant to Sec.3 of RCW 48.30,then 20 days prior to filing such an action,you are required to provide written notice of the basis for the cause of action to us and the office of the Insurance Commissioner.Such notice may be sent by regular mail,registered mail or certified mail with return receipt requested. H.The Mortgage Holders PROPERTY GENERAL CONDITION is deleted and replaced by the following: Insurance Commissioner's Regulation No. 335/W AC284-21-010 requires that Form 372 (Ed.11-50)or Form 438 BFU (Ed.5-42)be endorsed on this policy to replace the Mortgage Holders PROPERTY GENERAL CONDITION. I.The following is added: The term actual cash value means: a.When the damage to property is economically repairable,actual cash value means the cost of repairing the damage, less reasonable deduction for wear and tear,deterioration and obsolescence. b.W hen the loss or damage to property creates a total loss,actual cash value means the market value of property in a used condition equal to that of the destroyed property,if reasonably available on the used market. c.Otherwise,actual cash value means the market value of new,identical or nearly identical property less reasonable deduction for wear and tear,deterioration and obsolescence. III.The following provisions modify the BUSINESS LIABILITY COVERAGE FORM . A.EXCLUSION B.1.e.applies only to "bodily injury"to employees of the insured whose employment is not subject to the Industrial Insurance Act of Washington (Was hington Revised Code Title 51). B.Paragraph 2.a.(1)of WHO IS AN INSURED applies only to employees of the insured whose employment is not subject to the Industrial Insurance Act of Washington (Was hington Revised Code Title 51). W ith respect to employees of the insured whose employment is subject to the Industrial Insurance Act of Washington,paragraph 2.a.(1) of WHO IS AN INSURED is replaced by the following: (1)"Bodily injury"or "personal injury"to you or to a co-employee while in the course of his or her employment,or for any obligation to share damages with or repay someone else who must pay damages because of the injury; W ith respect to "bodily injury"to employees of the insured whose employment is subject to the Industrial Insurance Act of W ashington, exclusion B.1.e.is replaced by the following: e."Bodily injury"to an employee of the insured arising out of and in the course of employment by the insured. This exclusion applies to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract." IV.The following provisions modify Hired Auto Physical Damage Coverage. A.Paragraph B.1.is deleted and replaced by the following: 1.W e will not pay for loss or damage caused by any of the excluded events described below.Loss or damage will be considered Page 6 of 6 Form SS 01 28 05 17 to have been caused by an excluded event if the occurrence of that event: i.Directly and solely results in loss or damage;or ii.Initiates a sequence of events that results in loss or damage,regardless of the nature of any intermediate or final event in that sequence. B.The last sentence of the Appraisal provision is deleted. V.The following provisions modify Employee Dishonesty Coverage,Employee Dishonesty Coverage excludes ERISA and Welfare and Pension Plan ERISA Coverage. Additional Conditions,Termination as to Any "Employee"(a)(i)and (ii)is deleted and replaced with the following: Additional Conditions (a)Termination As To Any "Employee" This insurance is terminated as to any "employee": (i)Immediately upon discovery by you,or any of your partners,officers or directors not in collusion with the "employee",of any dishonest or fraudulent act committed by that "employee"whether before or after becoming employed by you;or (ii)On the date specified in a notice mailed to you.That date will be at least 45 days after the date of mailing. The mailing of notice to you at the last mailing address known to us will be sufficient proof of notice.Delivery of notice is the same as mailing. VI.The following provisions modify the UNMANNED AIRCRAFT PROPERTY FORM. A.Paragrapgh A.1.a.is deleted and replaced by the following: a.Aircraft (other than "unmanned aircraft"), automobiles,motor trucks and other vehicles if such vehicles are subject to licensing requirements. VII.The following provisions modify the EXCLUSION- UNMANNED AIRCRAFT (Property) A.Paragrapgh A.a.is deleted and replaced by the following: a.Aircraft (including "unmanned aircraft"), automobiles,motor trucks and other vehicles if such vehicles are subject to licensing requirements. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 10 04 09 98 ©1998,The Hartford 65 SBM NY4907 11/17/20 01/04/22 POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 42 06 03 17 Page 1 of 2 Process Date:Policy Expiration Date: Page 2 of 2 Form SS 42 06 03 17 (e)"Bodily injury"or "property damage" arising out of the operation of any of the equipment listed in Section G Liability and Medical Expenses Definitions,Paragraph 15 f.(2)or f. (3)of the definition of "mobile equipment";or (f)An aircraft (other than unmanned aircraft)that is not owned by any insured and is hired,chartered or loaned with a paid crew.However, this exception does not apply if the insured has any other insurance for such "bodily injury"or "property damage",whether the other insurance is primary,excess, contingent or on any other basis. 2.The following is added to Section B. EXCLUSIONS Paragraph p.,Personal and Advertising Injury: Unmanned Aircraft -Personal and Advertising Injury Arising out of the ownership, maintenance,use or entrustment to others of any aircraft that is an "unmanned aircraft".Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring,employment,training or monitoring of others by that insured,if the offense which caused the "personal and advertising injury"involved the ownership,maintenance,use or entrustment to others of any aircraft that is an "unmanned aircraft". However,this exclusion does not apply if the only allegation in the claim or "suit" involves an intellectual property right which is limited to: (a)Infringement,in your "advertisement",of: (i)Copyright; (ii)Slogan;or (iii)Title of any literary or artistic work;or (b)Copying,in your "advertisement",a person's or organization's "advertising idea"or style of "advertisement". B.The following changes apply to Section G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS: 1.The following definition is added: "Unmanned aircraft"means an aircraft that is not: a.Designed; b.Manufactured;or c.Modified after manufacture to be controlled directly by a person from within or on the aircraft. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 40 26 03 17 Page 1 of 1 ©2017,The Hartford THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 41 02 04 05 Page 1 of 4 ©2005,The Hartford Page 2 of 4 Form SS 41 02 04 05 (4)Because of "bodily injury by accident"or "bodily injury by disease"to your "employee"that arises out of and in the course of employment,claimed against you in a capacity other than as employer. 2.Exclusions This insurance does not apply to: a.Intentional Injury "Bodily injury by accident"or "bodily injury by disease"intentionally caused or aggravated by you,or “bodily injury by accident”or “bodily injury by disease”resulting from an act which is determined to have been committed by you if it was reasonable to believe that an injury was substantially certain to occur. b.Fines Or Penalties Any assessment,penalty,or fine levied by any regulatory inspection agency or authority. c.Statutory Obligations Any obligation of the insured under a workers' compensation,occupational disease,disability benefits or unemployment compensation law or any similar law. d.Contractual Liability Liability assumed by you under any contract or agreement. e.Violation Of Law "Bodily injury by accident"or "bodily injury by disease"suffered or caused by any employee while employed in violation of law with your actual knowledge or the actual knowledge of any of your "executive officers". f.Termination,Coercion Or Discrimination Damages arising out of any: (1)Coercion,criticism,demotion,evaluation, reassignment,discipline,defamation, harassment,humiliation,discrimination against or termination of any "employee"; or (2)Other employment or personnel-related decisions,practices,policies,acts or omissions. g.Failure To Comply With Workers' Compensation Law "Bodily injury by accident"or "bodily injury by disease"to an "employee"when you are: (1)Deprived of common law defenses;or (2)Otherwise subject to penalty; because of your failure to secure your obligations or other failure to comply with any "workers'compensation law". h.Violation Of Age Laws Or Employment Of Minors "Bodily injury by accident"or "bodily injury by disease"suffered or caused by any person: (1)Knowingly employed by you in violation of any law as to age;or (2)Under the age of 14 years,regardless of any such law. i.Federal Laws Any premium,assessment,penalty,fine, benefit,liability or other obligation imposed by or granted pursuant to: (1)The Federal Employer's Liability Act (45 USC Section 51-60); (2)The Non-appropriated Fund Instrumentalities Act (5 USC Sections 8171-8173); (3)The Longshore and Harbor Workers' Compensation Act (33 USC Sections 901-950); (4)The Outer Continental Shelf Lands Act (43 USC Section 1331-1356a); (5)The Defense Base Act (42 USC Sections 1651-1654); (6)The Federal Mine Safety and Health Act of 1977 (30 USC 801 et.seq.),which includes the Black Lung Benefits Reform Act of 1977 (30 USC Sections 901-944); (7)The Migrant and Seasonal Agricultural Worker Protection Act (29 USC Sections 1801-1872); (8)Any other workers'compensation, unemployment compensation or disability laws or any similar law;or (9)Any subsequent amendments to the laws listed above. j.Punitive Damages Multiple,exemplary or punitive damages. k.Crew Members "Bodily injury by accident"or "bodily injury by disease"to a master or member of the crew of any vessel or any member of the flying crew of an aircraft. Form SS 41 02 04 05 Page 3 of 4 B.The Coverage Extension -Supplementary Payments provisions apply to Coverage –Stop Gap Employers Liability as well as to Business Liability Coverage. C.For the purposes of this endorsement,SECTION C. -WHO IS AN INSURED,is replaced by the following: If you are designated in the Declarations as: 1.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. 2.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. 3.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. 4.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. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D.For the purposes of this endorsement,SECTION D. -LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE,is replaced by the following: 1.The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits"brought;or c.Persons or organizations making claims or bringing "suits". 2.The BODILY INJURY BY ACCIDENT -EACH ACCIDENT Limit shown in the Declarations is the most we will pay for all damages covered by this insurance because of "bodily injury by accident"to one or more "employees"in any one accident. 3.The BODILY INJURY BY DISEASE -POLICY LIMIT shown in the Declarations is the most we will pay for all damages covered by this insurance and arising out of "bodily injury by disease",regardless of the number of "employees"who sustain "bodily injury by disease". 4.Subject to Paragraph D.3.of this endorsement, the BODILY INJURY BY DISEASE -EACH EMPLOYEE Limit shown in the Declarations is the most we will pay for all damages because of "bodily injury by disease"to any one "employee". The limits of the coverage 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.For the purposes of this endorsement,the Duties In The Event Of Occurrence,Offense,Claim Or Suit Condition (SECTION E.-LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS),is deleted and replaced by the following: 2.Duties In The Event Of Injury,Claim Or Suit a.You must see to it that we or our agent are notified as soon as practicable of a "bodily injury by accident"or "bodily injury by disease"which may result in a claim.To the extent possible,notice should include: (1)How,when and where the "bodily injury by accident"or "bodily injury by disease"took place; (2)The names and addresses of any injured persons and witnesses;and (3)The nature and location of any injury. 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 injury,claim,proceeding or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us and assist us,as we may request,in the investigation or settlement of the claim or defense against the "suit"; Page 4 of 4 Form SS 41 02 04 05 (4)Assist us,upon our request,in the enforcement of any right against any person or organization which may be liable to the insured because of injury to which this insurance may also apply; and (5)Do nothing after an injury occurs that would interfere with our right to recover from others. 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. F.For the purposes of this endorsement,the definition of "coverage terri tory"(SECTION G.-LIABILITY AND MEDICAL EXPENSES DEFINITIONS)is replaced by the following: "Coverage territory"means: 1.The United States of America (including its territories and possessions),Puerto Rico and Canada; 2.International waters or airspace,but only if the injury or damage occurs in the course of travel or transportation between any places included in 1.above;or 3.All other parts of the world if the injury or damage arises out of the activities of a person whose home is in the territory described in 1. above,but w ho is away for a short time on your business; provided the insured's responsibility to pay damages is determined in the United States (including its territories and possessions),Puerto Rico,or Canada,in a suit on the merits according to the substantive law in such territory,or in a settlement we agree to. G.The following definitions are added to SECTION G. -LIABILITY AND MEDICAL EXPENSES DEFINITIONS: 1."Workers'Compensation Law"means the Workers'Compensation Law,any Occupational Disease Law,or similar laws of Washington. This does not include provisions of any law providing non-occupational disability benefits. 2."Bodily injury by accident"means bodily injury, sickness or disease sustained by a person, including death,resulting from an accident.A disease is not "bodily injury by accident"unless it results directly from "bodily injury by accident". 3."Bodily injury by disease"means a disease sustained by a person,including death."Bodily injury by disease"does not include a disease that results directly from an accident. H.For the purposes of this endorsement,the definition of "bodily injury"(SECTION G.-LIABILITY AND MEDICAL EXPENSES DEFINITIONS)does not apply. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 41 63 06 11 Page 1 of 1 ©2011,The Hartford (Includes copyrighted material of Insurance Services Office,Inc.with its permission.) THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 05 06 03 14 Page 1 of 1 ©2014,The Hartford THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 05 47 09 15 Page 1 of 2 ©2015,The Hartford Page 2 of 2 Form SS 05 47 09 15 (3)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; (4)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. e."Nuclear material"means "byproduct material", "source material"or "special nuclear material". f."Nuclear reactor"means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. g.Injury or damage and "property damage"include all forms of radioactive contamination of property. h."Spent fuel"means any fuel element or fuel component,solid or liquid,which has been used or exposed to radiation in a "nuclear reactor". i."Technology services"means: 1.the following services performed for others: a.Consulting,analysis,design,installation, training,maintenance,support and repair of or on:software,wireless applications,firmware,shareware, networks,systems,hardware,devices or components; b.Integration of systems; c.Processing of,management of,mining or warehousing of data; d.Administration,management,operation or hosting of:another party's systems, technology or computer facilities; e.W ebsite development;website hosting; f.Internet access services;intranet, extranet or electronic information connectivity services;software application connectivity services; g.Manufacture,sale,licensing, distribution,or marketing of:software, wireless applications,firmware, shareware,networks,systems, hardware,devices or components; h.Design and development of:code, software or programming; i.Providing software application: services,rental or leasing; j.Screening,selection,recruitmen t or placement of candidates for temporary or permanent employment by others as information technology professionals; k."Telecommunication services";and l."Telecommunication products". 2.web-related software and connectivity services performed for others;and 3.activities on the "named insured's" "computer system and network". THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 41 75 09 15 Page 1 of 1 ©2015,The Hartford THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 50 04 06 04 Page 1 of 1 ©2004,The Hartford THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 50 19 01 15 Page 1 of 1 ©2015,The Hartford (Includes copyrighted material of Insurance Services Office,Inc.with its permission) 65 SBM NY4907 ADDITIONAL INSURED -MANAGER/LESSOR LOCATION 002 BUILDING 001 THE CITY OF KENT PUBLIC WORKS ENGINEERING 222 FOURTH AVE S KENT WA 98032 001 001 11/17/20 01/04/22 0010000 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY Form SS 09 67 09 14 Page 1 of 1 ©2014,The Hartford Form SS 09 01 12 14 ©2014,The Hartford EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM (CLAIMS MADE) Form SS 09 01 12 14 QUICK REFERENCE EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM (CLAIMS MADE) READ YOUR POLICY CAREFULLY Beginning on Page SECTION I:INSURING AGREEMENT 1 SECTION II:DEFINITIONS 1 SECTION III:EXCLUSIONS 5 SECTION IV:DISCOVERY CLAUSE 6 SECTION V:EXTENDED REPORTING PERIOD 6 SECTION VI:COVERAGE TERRITORY 6 SECTION VII:LIMITS OF LIABILITY AND DEDUCTIBLE 6 SECTION VIII:DUTIES IN THE EVENT OF CLAIM;DEFENSE AND SETTLEMENT 7 SECTION IX:CONDITIONS 9 EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Form SS 09 01 12 14 Page 1 of 11 ©2014,The Hartford EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Page 2 of 11 Form SS 09 01 12 14 which we received written notice of the "claim"from the "insured". E."Controlled partnership"means a limited partnership in which and so long as the "named insured"owns or controls,directly or indirectly, more than 50%of the limited partnership interest and an "insured entity"is the sole general partner. F."Damages"means the amounts,other than "claim expenses",that the "insureds"are legally liable to pay solely as a result of a "claim"covered by this Coverage Part, including: 1.compensatory damages,including front pay and back pay; 2.settlement amounts; 3.pre-and post-judgment interest; 4.costs awarded pursuant to judgments; 5.punitive and exemplary damages; 6.the multiple portion of any multiplied damage award;or 7.liquidated damages under the Age Discrimination in Employment Act and the Family and Medical Leave Act. However,"damages"shall not include: a.taxes,fines or penalties imposed by law; b.non-monetary relief; c."Benefits"; d.future compensation for any person hired,promoted,or reinstated pursuant to a judgment,settlement, order or other resolution of a "claim"; e."Stock benefits"; f.costs associated with providing any accommodations required by the Americans with Disabilities Act or any similar law;or g.any other matters uninsurable pursuant to any applicable law; provided,however,that with respect to punitive and exemplary damages,or the multiple portion of any multiplied damage award,the insurability of such damages shall be governed by the internal laws of any applicable jurisdiction that most favors coverage of such damages. G."Debtor in possession"means a "debtor in possession"as such term is defined in Chapter 11 of the United States Bankruptcy Code as well as any equivalent status under any similar law. H."Domestic partner"means any natural person qualifying as a domestic partner under the provisions of any applicable federal,state or local law or any domestic partner relationship arrangement recognized outside of the United States and under the Human Resource policy of the "insured entity". I."Employee"means any natural person who was,is or shall become a(n): 1.employee of an "insured entity"including any part time,seasonal,temporary, leased,or loaned employee;or 2.volunteer or intern with an "insured entity". J."Employee data privacy wrongful act"means: 1.the failure to prevent any unauthorized access to or use of data containing "Private Employment Information"of any "Employee"or applicant for employment with the "Insured Entity"including any such failure that directly results in a violation with respect to the privacy of such "Employee’s"or applicant’s medical information under the Health Insurance Portability and Accountability Act (HIPAA) or credit information under the Fair Credit Reporting Act (FCRA);or 2.the failure to notify any "employee"or applicant for employment with the "insured entity"of any actual or potential unauthorized access to or use of "private employment information"of any "employee" or applicant for employment with the "insured entity",if such notice was required by state or federal regulation or statute. K."Employment practices claim"means any: 1.written demand for monetary damages or other civil non-monetary relief commenced by the receipt of such demand,including, without limitation,a written demand for employment reinstatement; 2.civil proceeding,including an arbitration or other alternative dispute resolution proceeding,commenced by the service of a complaint,filing of a demand for arbitration,or similar pleading;or 3.formal administrative or regulatory proceeding,including,without limitation,a proceeding before the Equal Employment Opportunity Commission or similar governmental agency,commenced by the filing of a notice of charges,formal investigative order or similar document; by or on behalf of an "employee",an applicant for employment with an "insured entity",or an "independent contractor". EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Form SS 09 01 12 14 Page 3 of 11 "Employment practices claim"also means the receipt of a notice of violation,order to show cause,or a written demand for monetary or injunctive relief that is the result of an audit conducted by the United States Office of Federal Contract Compliance Programs. "Employment practices claim"also means a written request to the "insureds"to toll or waive a statute of limitations regarding a potential "Employment practices claim"as described above.Such "claim"shall be commenced by the receipt of such request. However,"employment practices claim"shall not include any labor or grievance proceeding or arbitration that is subject to a collective bargaining agreement. L."Employment practices wrongful act"means: 1.wrongful dismissal,discharge,or termination of employment (including constructive dismissal,discharge,or termination),wrongful failure or refusal to employ or promote,wrongful discipline or demotion,failure to grant tenure,negligent employment evaluation,or wrongful deprivation of career opportunity; 2.sexual or other workplace harassment, including bullying in the workplace,quid pro quo and hostile work environment; 3.employment discrimination,including discrimination based upon age,gender, race,color,creed,marital status,sexual orientation or preference,gender identity or expression,genetic makeup,or refusal to submit to genetic makeup testing, pregnancy,disability,HIV or other health status,Vietnam Era Veteran or other military status,or other protected status established under federal,state,or local law; 4."Retaliation"; 5.breach of any oral,written,or implied employment contract,including,without limitation,any obligation arising from a personnel manual,employee handbook,or policy statement;or 6.violation of the Family and Medical Leave Act. "Employment practices wrongful act"also means the following,but only when alleged in addition to or as part of any "employment practices wrongful act"described above: a.employment-related wrongful infliction of mental anguish or emotional distress; b.failure to create,provide for or enforce adequate or consistent employment- related policies and procedures; c.negligent retention,supervision,hiring or training; d.employment-related invasion of privacy,defamation,or misrepresentation;or e.an "employee data privacy wrongful act". M."ERISA"means the Employee Retirement Income Security Act of 1974. N."Extradition costs"means reasonable and necessary fees and expenses directly resulting from a "claim"in which an "insured person" lawfully opposes,challenges,resists or defends against any request for the extradition of such "insured person"from his or her current country of employ and domicile to any other country for trial or otherwise to answer any criminal accusation,including the appeal of any order or other grant of extradition of such "insured person". O."Financial insolvency"means the status of an "insured entity"as a result of: 1.the appointment of any conservator, liquidator,receiver,rehabilitator,trustee,or similar official to control,supervise, manage or liquidate such "insured entity"; or 2.such "insured entity"becoming a "debtor in possession". P."Independent contractor"means any natural person working in the capacity of an independent contractor pursuant to an "independent contractor agreement". Q."Independent contractor agreement"means any express contract or agreement between an "independent contractor"and an "insured entity"specifying the terms of the "insured entity’s"engagement of such "independent contractor". R."Insured entity"means: 1.the "named insured";or 2.any "subsidiary". "Insured entity"shall include any such entity as a "debtor in possession". "Insured entity"shall also include any such entity in its capacity as a general partner of a "controlled partnership". S."Insured person"means any: 1."Employee"; 2."Manager";or EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Page 4 of 11 Form SS 09 01 12 14 3.regarding the Employment Practices Liability Insuring Agreement,an "independent contractor"provided that within 30 days of an "employment practices claim"having been made against such "independent contractor"that the "insured entity"agrees in writing to indemnify such "independent contractor" for any "loss"arising out of such "claim". T."Insureds"means any: 1."Insured entity";or 2."Insured person". U."Interrelated wrongful acts"means "wrongful acts"that have as a common nexus any fact, circumstance,situation,event,transaction, goal,motive,methodology,or cause or series of causally connected facts,circumstances, situations,events,transactions,goals, motives,methodologies or causes. V."Loss"means "claim expenses"and "damages". W."Manager"means any natural person who was,is or shall become a(n): 1.duly elected or appointed director,advisory director,board observer,advisory board member,officer,member of the board of managers or management committee member of an "insured entity"; 2."Employee"in his/her capacity as legal counsel to an "insured entity";or 3.executive of an "insured entity"created outside the United States to the extent that such executive holds a position equivalent to those described in 1.or 2.above. X."Named insured"means the individuals, partnerships or corporations designated in the Declarations. Y."Notice manager"means the natural persons in the offices of the chief executive officer, chief financial officer,general counsel,risk manager,human resources manager or any equivalent position to the foregoing,of an "Insured Entity". Z."Policy period"means the period from the Effective Date to the Expiration Date set forth in the Declarations or any earlier cancellation date. AA."Private employment information"means any information regarding an "employee"or applicant for employment with the "insured entity",which is collected or stored by an "insured"for the purposes of establishing, maintaining or terminating an employment relationship. BB."Retaliation"means adverse treatment of an "employee"or "independent contractor"based upon such person: 1.exercising any rights under law,including, without limitation,rights under any workers compensation laws,the Family and Medical Leave Act,"ERISA",or the Americans with Disabilities Act; 2.refusing to violate any law; 3.assisting,testifying,or cooperating with a proceeding or investigation regarding alleged violations of law by any "insured"; 4.disclosing or threatening to disclose alleged violations of law to a superior or to any governmental agency;or 5.filing any whistle blower claim against any "insured"under the federal False Claims Act,the Sarbanes-Oxley Act of 2002,or any similar law. CC."Stock benefits"means any offering,plan or agreement between an "insured entity"and any "employee"that grants stock,stock options or stock appreciation rights in the "insured entity"to such person,including, without limitation,restricted stock or any other stock grant."Stock benefits"shall not include employee stock ownership plans or employee stock purchase plans. DD."Subsidiary"means any: 1.corporation in which and so long as the "named insured"owns or controls,directly or indirectly,more than 50%of the outstanding securities representing the right to vote for the election of the board of directors of such corporation; 2.limited liability company in which and so long as the "named insured"owns or controls,directly or indirectly,the right to elect,appoint or designate more than 50% of such entity’s managing members; 3.a "controlled partnership"; 4.corporation operated as a joint venture in which and so long as the "named insured" owns or controls,directly or indirectly, exactly 50%of the issued and outstanding voting stock and which,pursuant to a written agreement with the owner(s)of the remaining issued and outstanding voting stock of such corporation,the "named insured"solely controls the management and operation of such corporation;or 5.foundation,charitable trust or political action committee in which and so long as such entity or organization is controlled by the "named insured"or any "subsidiary"as defined in 1.through 4.above. EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Form SS 09 01 12 14 Page 5 of 11 EE."Wage and hour violation"means any actual or alleged violation of the duties and responsibilities that are imposed upon an "insured"by any federal,state or local law or regulation anywhere in the world,including but not limited to the Fair Labor Standards Act or any similar law (except the Equal Pay Act), which govern wage,hour and payroll practices. Such practices include but are not limited to: 1.the calculation and payment of wages, overtime wages,minimum wages and prevailing wage rates; 2.the calculation and payments of benefits; 3.the classification of any person or organization for wage and hour purposes; 4.reimbursing business expenses; 5.the use of child labor;or 6.garnishments,withholdings and other deductions from wages. FF."Wrongful act"means any actual or alleged "employment practices wrongful act". SECTION III -EXCLUSIONS A.We shall not pay "Loss": 1.for bodily injury,sickness,disease,death, false arrest or imprisonment,abuse of process,malicious prosecution,trespass, nuisance or wrongful entry or eviction,or for injury to or destruction of any tangible property including loss of use or diminution of value thereof;provided,however,that this exclusion shall not apply to that portion of "loss"that directly results from mental anguish or emotional distress when alleged in connection with an otherwise covered "employment practices wrongful act"; 2.for any actual or alleged "wrongful act"by "insured persons"of any "subsidiary"in their capacities as such,or by any "subsidiary",if such "wrongful act"actually or allegedly occurred when such entity was not a "subsidiary"; 3.in connection with any "claim"based upon, arising from,or in any way related to any: a.prior or pending demand,suit,or proceeding against any "insured"as of,or b.audit initiated by the United States Office of Federal Contract Compliance Programs before, the effective date of the first Employment Practices Liability Coverage Part issued and continuously renewed by us,or the same or substantially similar fact,circumstance,or situation underlying or alleged in such demand,suit,proceeding,or audit; 4.in connection with any "claim"based upon, arising from,or in any way related to any fact,circumstance,or situation that,before the Effective Date in the Declarations,was the subject of any notice given under any other employment practices liability policy, management liability policy or other insurance policy which insures "wrongful acts"covered under this Coverage Part; 5.in connection with any "claim"based upon, arising from,or in any way related to the liability of others assumed by an "insured" under any contract or agreement; provided,however,this exclusion shall not apply to liability that would have been incurred in the absence of such contract or agreement; 6.for breach of any "independent contractor agreement";or 7.for a lockout,strike,picket line,hiring of replacement workers or similar action in connection with any labor dispute,labor negotiation or collective bargaining agreement. B.W e shall not pay "loss"in connection with any "claim"based upon,arising from ,or in any way related to: 1.any claims for unpaid wages (including overtime pay),workers’compensation benefits,unemployment compensation, disability benefits,or social security benefits; 2.any actual or alleged violation of the W orker Adjustment and Retraining Notification Act,the National Labor Relations Act,the Occupational Safety and Health Act,the Consolidated Omnibus Budget Reconciliation Act of 1985, "ERISA",or any similar law;or 3.any "wage and hour Violation" Provided,however,that this exclusion B.shall not apply to that portion of "loss"that represents a specific amount the "insureds" become legally obligated to pay solely for a "wrongful act"of "retaliation". C.W e shall not pay "loss"in connection with any "claim"based upon,arising from ,or in any way related to liability incurred for breach of any oral,written,or implied employment contract; provided,however,that this exclusion shall not apply to liability that would have been incurred in the absence of such contract nor shall it apply to the portion of "loss"representing "claim expenses"incurred to defend against such liability. EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Page 6 of 11 Form SS 09 01 12 14 SECTION IV -DISCOVERY CLAUSE If,during the "policy period",the "insureds" become aware of a "wrongful act"that may reasonably be expected to give rise to a "claim", and,if written notice of such "wrongful act"is given to us during the "policy period",including the reasons for anticipating such a "claim",the nature and date of the "wrongful act",the identity of the "insureds"allegedly involved,the alleged injuries or damages sustained,the names of potential claimants,and the manner in which the "insureds" first became aware of the "wrongful act",then any "claim"subsequently arising from such "wrongful act"shall be deemed to be a "claim"first made during the "policy period"on the date that we receive the above notice. SECTION V -EXTENDED REPORTING PERIOD Subject to provisions A.through G.below,if this Coverage Part is canceled or non-renewed other than for non-payment of premium,you shall have the right to purchase an extended period to report "claims"under this Coverage Part for any "claim" first made during the period of time set forth in the Supplemental Extended Reporting Period Endorsement,and following the effective date of such cancellation or nonrenewal and reported in writing during such period or within sixty (60)days thereafter,but only with respect to any "wrongful act"which takes place prior to the effective date of such cancellation or nonrenewal. A.The Extended Reporting Period shall be effective only upon the payment of an additional premium.The additional premium will be 200%of the annual advance premium for this coverage.At the commencement of the Extended Reporting Period,the entire premium thereof shall be deemed fully earned and non-refundable. B.The quotation of a different premium or deductible or limit of liability for renewal is not a cancellation or refusal to renew for the purposes of this provision. C.You shall have no right to purchase the Extended Reporting Period,unless you have satisfied all conditions of the Coverage Part and all premiums and deductibles outstanding have been paid. D.Your right to purchase the Extended Reporting Period shall terminate unless written notice together with full payment of the premium for the Extended Reporting Period is given to us no later than sixty (60)days following the effective date of cancellation or nonrenewal. E.The fact that the period of time to report "claims" is extended by virtue of the Extended Reporting Period shall not increase or reinstate the Limit of Liability stated in the Declarations. F.Extended Reporting Periods do not extend the "policy period"or change the scope of coverage provided.They apply only to "wrongful acts" that occur before the end of the "policy period". "Claims"for such injury which are first received within sixty (60)days after the "policy period", or during the Extended Reporting Period if in effect,will be deemed to have been made on the last date of the "policy period". G.Once in effect,Extended Reporting Periods may not be canceled by us. SECTION VI -COVERAGE TERRITORY Coverage under this Coverage Part applies worldwide,provided that the "claim"is made and any legal action is pursued within the Unites States,its territories,possessions or commonwealths,or Canada. SECTION VII -LIMITS OF LIABILITY AND DEDUCTIBLE A.The maximum we will pay for each "claim" under this Coverage Part is the Each Claim Limit of Liability stated in the Declarations, subject to the Annual Aggregate Limit of Liability stated in the Declarations. The maximum we will pay for all "claims" under this Coverage Part is the Annual Aggregate Limit of Liability stated in the Declarations,regardless of the number of "claims". If the applicable Limit of Liability for this Coverage Part is exhausted,the premium for this Coverage Part shall be deemed fully earned."Claim expenses"shall be part of,and not in addition to,the Limits of Liability. Payment of "claim expenses"by us shall reduce each Limit of Liability. B.W e shall pay "loss"in excess of the Deductible applicable to each "claim"as specified on the Declarations. C.All Deductibles shall be borne by the "insureds"at their own risk;they shall not be insured. D.The Deductible shall apply to "claim expenses" covered hereunder.If,any "claim expenses" are incurred by us prior to the "insured’s" complete payment of the Deductible,then the "insureds"shall reimburse us therefor upon our request. E.No Deductible shall apply to "loss"incurred by any "insured person"that an "insured entity"is not permitted by common or statutory law to indemnify,or is permitted or required to indemnify,but is not able to do so by reason of "financial insolvency". EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Form SS 09 01 12 14 Page 7 of 11 F.If an "insured entity"is permitted or required by common or statutory law to indemnify an "insured person"for any "loss",or to advance "claim expenses"on their behalf,and does not do so other than because of "financial insolvency",then such "insured entity"and the "named insured"shall reimburse and hold us harmless for our payment or advancement of such "loss"up to the amount of the Deductible that would have applied if such indemnification had been made. G.If a "subsidiary"is unable to indemnify an "insured person"for any "loss",or to advance "claim expenses"on their behalf,because of "financial insolvency",then the "named insured"shall reimburse and hold us harmless for our payment or advancement of such "loss" up to the amount of the applicable Deductible that would have applied if such indemnification had been made. The Limit of Liability for this Coverage Part applies separately to each consecutive annual period and to any remaining period of less than twelve (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 twelve (12)months.In that case,the additional period will be deemed part of the last preceding period for purposes of determining the Limit of Liability. SECTION VIII -DUTIES IN THE EVENT OF CLAIM; DEFENSE AND SETTLEMENT A.We shall have the right and duty to defend "claims"covered under this Coverage Part, even if such "claim"is groundless,false or fraudulent,provided that: 1.the "insureds"give notice to us in accordance with the applicable notice provisions;and 2.such "claim"does not involve allegations, in whole or in part,of a "wage and hour violation". For any "claim"involving allegations,in whole or in part,of a "wage and hour violation",it shall be the duty of the "insureds",and not our duty,to defend such "claim". B.If we have the duty to defend a "claim",our duty to defend such "claim"shall cease upon exhaustion of any applicable Limit of Liability. C.The "insureds"shall not admit or assume any liability,make any settlement offer or enter into any settlement agreement,stipulate to any judgment,or incur any "claim expenses" regarding any "claim"without our prior written consent,such consent not to be unreasonably withheld.W e shall not be liable for any admission,assumption,settlement offer or agreement,stipulation,or "claim expenses"to which we have not consented. D.W e shall have the right to associate ourself in the defense and settlement of any "claim"that appears reasonably likely to involve this Coverage Part.W e may make any investigation we deem appropriate in connection with any "claim".We may,with the written consent of the "insureds",settle any "claim"for a monetary amount that we deem reasonable. E.The "insureds"shall give to us all information and cooperation as we may reasonably request.However,if we are,in our sole discretion,able to determine coverage for cooperating "insureds",the failure of one "insured person"to cooperate with us shall not impact coverage provided to cooperating "insureds". F.W ith respect to a covered "claim"for which we do not have the duty to defend,we shall advance "claim expenses"in accordance with Section VIII I.that we believe to be covered under this Coverage Part until a different allocation is negotiated,arbitrated or judicially determined. G.Required Notice to Us As a condition precedent to coverage under this Coverage Part,the "insureds"shall give us written notice of any "claim"as soon as practicable after a "notice manager"becomes aware of such "claim",but in no event later than: 1.if this Coverage Part expires or is otherwise terminated without being renewed with us,ninety (90)days after the effective date of said expiration or termination;or 2.subject to SECTION V,the expiration of the Extended Reporting Period,if applicable; provided,however,that if the Coverage Part is cancelled for non-payment of premium,the "insured"will give us written notice of such "claim",prior to the effective date of cancellation. However,with regard to any "employment practices claim"which is brought as a formal administrative or regulatory proceeding, including,without limitation,a proceeding before the Equal Employment Opportunity Commission or similar governmental agency, commenced by the filing of a notice of charges,formal investigative order or similar document,as a condition precedent to coverage under this Coverage Part the EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Page 8 of 11 Form SS 09 01 12 14 "insureds"shall give us written notice of any "claim"as soon as practicable after a "notice manager"becomes aware of such "claim",but in no event later than: 3.if this Coverage Part is renewed,no more than 180 days after a "notice manager" becomes aware of such "claim";or 4.if this Coverage Part expires or is otherwise terminated without being renewed with us,ninety (90)days after the effective date of said expiration or termination;or 5.subject to SECTION V,the expiration of the Extended Reporting Period,if applicable; provided,if the Coverage Part is cancelled for non-payment of premium,the "insured"will give us written notice of such "claim",prior to the effective date of cancellation. H.Subrogation 1.We shall be subrogated to all of the "insureds’"rights of recovery regarding any payment of "loss"by us under this Coverage Part.The "insureds"shall execute all papers required and do everything necessary to secure and preserve such rights,including the execution of any documents necessary to enable us to effectively bring suit in the name of the "insureds".The "insureds" shall do nothing to prejudice our position or any potential or actual rights of recovery. 2.We shall not exercise our rights of subrogation against an "insured person" under this Coverage Part unless such "insured person"has: a.obtained any personal profit, remuneration or advantage to which such "insured person"was not legally entitled,or b.committed a criminal or deliberately fraudulent act or omission or any willful violation of law, if a judgment or other final adjudication establishes such personal profit, remuneration,advantage,act,omission,or violation. I.Allocation Where "insureds"who are afforded coverage for a "claim"incur an amount consisting of both "loss"that is covered by this Coverage Part and also loss that is not covered by this Coverage Part,because such "claim"includes both covered and uncovered matters,then coverage shall apply as follows: 1.with respect to a covered "claim"for which we have the duty to defend: a.100%of the "insured’s""claim expenses"shall be allocated to covered "loss";and b.All other "loss"shall be allocated between covered "loss"and non- covered loss based upon the relative legal exposure of all parties to such matters. 2.with respect to a covered "claim"for which we do not have the duty to defend,all "loss"shall be allocated between covered "loss"and non-covered loss based upon the relative legal exposure of all parties to such matters. SECTION IX -CONDITIONS A.Coverage Part Priority;Headings If any provision in this Coverage Part is inconsistent or in conflict with the terms and conditions of any provisions in th is Policy,the terms and conditions of this Coverage Part shall control only for purposes of determining coverage hereunder.The headings of the various sections of this Coverage Part are intended for reference only and shall not be part of the terms and conditions of coverage. B.Notice Addresses 1.All notices to the "insureds"shall be sent to the first "named insured"at the address specified in the Declarations. 2.All notices to us shall be sent to the address specified in the Declarations.Any such notice shall be effective upon receipt by us at such address. C.Spousal/Domestic Partner Liability Coverage Coverage shall apply to the lawful spouse or "domestic partner"of an "insured person"for a "claim"made against such spouse or "domestic partner",provided that: 1.such "claim"arises solely out of: a.such person’s status as the spouse or "domestic partner"of an "insured person";or b.such spouse or "domestic partner’s" ownership of property sought as recovery for a "wrongful act"; 2.the "insured person"is named in such "claim"together with the spouse or "domestic partner";and 3.coverage of the spouse or "domestic partner"shall be on the same terms and conditions,including any applicable EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Form SS 09 01 12 14 Page 9 of 11 Deductible ,that applies to coverage of the "insured person"for such "claim". No coverage shall apply to any "claim"for a "wrongful act"of such spouse or "domestic partner". D.Estates and Legal Representatives In the event of the death,incapacity or bankruptcy of an "insured person",any "claim" made against the estate,heirs,legal representatives or assigns of such "insured person"for a "wrongful act"of such "insured person"shall be deemed to be a "claim"made against such "insured person".No coverage shall apply to any "claim"for a "wrongful act"of such estate,heirs,legal representatives or assigns. E.Minimum Standards In the event that there is an inconsistency between: 1.the terms and conditions that are required to meet minimum standards of a state’s law (pursuant to a state amendatory endorsement attached to this Coverage Part ),and 2.any other term or condition of this Coverage Part, it is understood and agreed that,where permitted by law,we shall apply those terms and conditions of 1.or 2.above that are more favorable to the "insured". F.Other Insurance 1.The coverage provided under this Coverage Part for any "employment practices claim"shall be primary. 2.Notwithstanding the above,the coverage provided under this Coverage Part for any "employment practices claim"made against a temporary,leased or loaned "employee"or an "independent contractor" shall be excess of the amount of any deductible,retention and limits of liability under any other policy or policies applicable to such "claim",whether such other policy or policies are stated to be primary,contributory,excess,contingent or otherwise,unless such other insurance is written specifically excess of this Policy by reference in such other policy or policies to this Policy's Policy Number. G.Interrelationship of Claims All "claims"based upon,arising from or in any way related to the same "wrongful act"or "interrelated wrongful acts"shall be deemed to be a single "claim"for all purposes under this Coverage Part first made on the earliest date that: 1.any of such "claims"was first made, regardless of whether such date is before or during the "policy period"; 2.notice of any "wrongful act"described above was given to us under this Coverage Part pursuant to Sections IV or VIII;or 3.notice of any "wrongful act"described above was given under any prior insurance policy. H.Deductible Waiver Regarding a "claim"that is a class action civil proceeding,no Deductible shall apply to "claim expenses"incurred in connection with such "claim",and we shall reimburse the "insureds" for any covered "claim expenses"paid by the "insureds"within the Deductible otherwise applicable to such "claim",if a: 1.final adjudication with prejudice pursuant to a trial,motion to dismiss or motion for summary judgment;or 2.complete and final settlement with prejudice; establishes that none of the "insureds"in such "claim"are liable for any "loss". I.Application 1.The "insureds"represent that the Declarations and statements contained in the "application"are true,accurate and complete.This Coverage Part is issued in reliance upon the "application". 2.If the "application"contains intentional misrepresentations or misrepresentations that materially affect the acceptance of the risk by us no coverage shall be afforded under this Coverage Part for any "insureds"who knew on the Effective Date of this Coverage Part of the facts that were so misrepresented,provided that: a.knowledge possessed by any "insured person"shall not be imputed to any other "insured person";and b.knowledge possessed by any of your chief executive officer,general counsel,chief financial officer,human resources director or any position equivalent to the foregoing of the "named insured",or anyone signing the "application",shall be imputed to all "insured entities".No other person’s knowledge shall be imputed to an "insured entity". EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Page 10 of 11 Form SS 09 01 12 14 J.Changes in Exposure 1.Acquisitions or Created Subsidiaries If,before or during the "policy period",any "insured entity"acquires or creates a "subsidiary",then such acquired or created entity and its subsidiaries,and any natural persons that would qualify as "insured persons"thereof,shall be "insureds"to the extent such entities and persons would otherwise qualify as "insureds"under this Coverage Part,,but only for "wrongful acts"occurring after such acquisition or creation.No coverage shall be available for any "wrongful act"of such "insureds" occurring before such acquisition or creation,or for any "interrelated wrongful acts"thereto. However,if the fair value of the assets of any such acquired or created entity exceed 25%of the total assets of the "named insured"as reflected in its most recent consolidated financial statements prior to such acquisition or creation,then, as a condition precedent to coverage hereunder,the "insureds"shall give us written notice and full,written details of the acquisition or creation as soon as practicable (but,in all cases,within ninety (90)days of such acquisition or creation). There shall be no coverage under any renewal or replacement of this Coverage Part for any such new "subsidiary"and its subsidiaries,and any natural persons that would qualify as "insured persons"thereof, unless the "insureds"comply with the terms of this provision. 2.Mergers If,before or during the "policy period",any "insured entity"merges with another entity such that the "insured entity"is the surviving entity,then such merged entity and its subsidiaries,and any natural persons that would qualify as "insured persons"thereof,shall be "insureds"to the extent such entities and persons would otherwise qualify as "insureds"under this Coverage Part,but only for "wrongful acts" occurring after such merger.No coverage shall be available for any "wrongful act"of such "insureds"occurring before such merger or for any "interrelated wrongful acts"thereto. However,if the fair value of the assets of any newly merged entity exceed 25%of the total assets of the "named insured"as reflected in its most recent consolidated financial statements prior to such merger, then,as a condition precedent to coverage hereunder,the "insureds"shall give us written notice and full,written details of the merger as soon as practicable (but,in all cases,within ninety (90)days of such merger).There shall be no coverage under any renewal or replacement of this Coverage Part for any newly merged entity or any of its subsidiaries,and any natural persons that would qualify as "insured persons"thereof,unless the "insureds" comply with the terms of this provision. 3.Takeover of Named Insured If,before or during the "policy period": a.the "named insured"merges into or consolidates with another entity such that the "named insured"is not the surviving entity;or b.more than 50%of the securities representing the right to vote for the "named insured's"board of directors or managers is acquired by another person or entity,group of persons or entities,or persons and entities acting in concert, then coverage shall continue under this Coverage Part,but only for "wrongful acts" occurring before any such transaction.No coverage shall be available for any "wrongful act"occurring after such transaction.Upon such transaction,this Coverage Part shall not be cancelled and the entire premium for this Coverage Part shall be deemed fully earned.The "insured"shall give us written notice and full,written details of such transaction as soon as practicable (but,in all cases, within ninety (90)days of such transaction).If any transaction described herein occurs,then we will not be obligated to offer any renewal or replacement of this Coverage Part. 4.Loss of Subsidiary Status If,before or during the "policy period",any entity ceases to be a "subsidiary",then coverage shall be available under this Coverage Part for such "subsidiary"and its "insured persons",but only for a "wrongful act"of such "insureds"occurring before such transaction.No coverage shall be available for any "wrongful act"of such "insureds"occurring after such transaction. K.References To Laws 1.W herever this Coverage Part mentions any law,including,without limitation,any statute,Act or Code of the United States, EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Form SS 09 01 12 14 Page 11 of 11 such mention shall be deemed to include all amendments of,and all rules or regulations promulgated under,such law. 2.Wherever this Coverage Part mentions any law or laws,including,without limitation,any statute,Act or Code of the United States,and such mention is followed by the phrase "or any similar law", such phrase shall be deemed to include all similar laws of all jurisdictions throughout the world,including,without limitation, statutes and any rules or regulations promulgated under such statutes as well as common law. L.Action Against Us 1.No action shall be taken against us unless there shall have been full compliance with all the terms and conditions of this Coverage Part. 2.No person or organization shall have any right under this Coverage Part to join us as a party to any "claim"against the "insureds"nor shall we be impleaded by the "insureds"in any such "claim". M.Entire Agreement This Coverage Part,the "application"and any written endorsements attached hereto,along with the Declarations constitute the entire agreement between you and us relating to this Coverage Part’s insurance. N.Bankruptcy or Insolvency Bankruptcy or insolvency of any "insureds" shall not relieve us of any of our obligations under this Coverage Part. O.Authorization of First Named Insured The first "named insured"shall act on behalf of all "Insureds"with respect to all matters under this Coverage Part,including,without limitation,giving and receiving of notices regarding "claims",cancellation,election of the Extended Reporting Period,payment of premiums,receipt of any return premiums,and acceptance of any endorsements to this Coverage Part. P.When We Do Not Renew 1.If we decide not to renew this Coverage Part,we will mail or deliver to the first "named insured"shown in the Declarations written notice of the nonrenewal not less than thirty (30)days before the expiration date. 2.If notice is mailed,proof of mailing will be sufficient proof of notice. 3.Any state amendatory endorsement changing Nonrenewal Conditions for any part of this policy shall also apply to this Coverage Part. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY Form SS 09 25 12 14 Page 1 of 1 ©2014,The Hartford THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY Form SS 09 70 12 14 Page 1 of 1 ©2014,The Hartford THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY Form SS 09 71 12 14 Page 1 of 1 ©2014,The Hartford U.S. DEPARTMENT OF THE TREASURY, OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by the United States. Please read this Notice carefully. The Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction, and other threats to the national security, foreign policy or economy of the United States. OFAC acts under Presidential national emergency powers, as well as authority granted by specific legislation, to impose controls on transactions and freeze assets under U.S. jurisdiction. OFAC publishes a list of individuals and companies owned or controlled by, or acting for or on behalf of, targeted countries. It also lists individuals, groups, and entities, such as terrorists and narcotics traffickers designated under programs that are not country -specific. Collectively, such individuals and companies are called "Specially Designated Nationals and Blocked Persons" or "SDNs". Their assets are blocked and U.S. persons are generally prohibited from dealing with them. This list can be located on OFAC's web site at — http//www.treas.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is an SDN, as identified by OFAC, the policy is a blocked contract and all dealings with it must involve OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. Form IH 99 40 04 09 Page 1 of 1 NOEL,INC 65 SBM NY4907 01/04/21 01/04/22 SENTINEL INSURANCE COMPANY,LIMITED