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CAG2021-417 - Original - Guardian Alliance Technologies, Inc. - Platform Activation Agreement - 11/10/2020
FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form Dir Asst: • For Approvals,Signatures and Records Management Dir/Dep: KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional) WASHINGTON Sheet forms. Originator: Department: Jalene King Police Date Sent: Date Required: > 09/22/2021 0 i CL Authorized to Sign: Date of Council Approval: QDirector or Designee Budget Account Number: G rant?F—]YesF—]No Budget?E]YesEl No Type: N/A Vendor Name: Category: Guardian Alliance Technologies Application Vendor Number: Sub-Category: = Amendment 0 Project Name: Background platform E c Project Details:employment background investigation _ a� E Agreement Amount:varies per report Basis for Selection of Contractor: Direct Negotiation *Memo to Mayor must be attached Start Date: 11/20/2020 Termination Date: month to month until terminated b, Q Local Business?F--]YesF--]No* If meets req uiremen ts per KCC 3.70.100,please complete'Vendor Purchase-Local Exceptions'form on Cityspace. Business License Verification:ElYes In-Process Exempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number:CA Zo21-417 �Yes�No \7 Comments: _ :1w 3 0 d H •� i N 3 M _ a1 V1 Date Routed to the City Clerk's Office: ac�emn3�i__ro Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 Platform Activation Agreement This Platform Activation Agreement("Agreement")is made as of the"Effective Date"as set forth on page 3 hereof,by and between Guardian Alliance Technologies,Inc. ("Guardian"), located at l l S. San Joaquin St., Suite 804, Stockton, CA 95202, and the City of Kent,a Washington municipal corporation("Customer"),located at 220 Fourth Avenue South,Kent,WA 98032. WHEREAS,Guardian has developed a cloud-based software platform(the"Guardian Platform")for use by law enforcement agencies in performing employment related background investigations; and WHEREAS,the Customer desires to utilize the Platform, and Guardian desires to provide the Platform to the Customer pursuant to the terms and conditions of this Agreement. AGREEMENT NOW,THEREFORE, in consideration of the promises and covenants contained herein and the foregoing recitals,which are hereby incorporated into this Agreement,the Parties agree that the Terms of this Agreement shall govern Customer's use of the Platform as defined herein: 1. DEFINITIONS. 1.1 "Account Administrator" means an individual responsible for authorizing and managing all activity occurring under the Customer's Account. 1.2 "Authorized User"means an individual registered and identified by the Account Administrator by name who is authorized to use the Services on behalf of the Customer. 1.3 "Terms of Service"means, collectively,the Guardian Terms of Service and Guardian Privacy Policy, in the revised form attached and incorporated as Exhibit A to this Agreement..These Terms of Service and Privacy Policy provisions may be updated only through a formal amendment signed by both Guardian and Customer. 1.4 "Social Media Screening"means the collection of publicly available online Applicant information. For the purpose of this Agreement, Social Media Screening is referred to as an "Integrated Service". 1.5 "OnDemand Services"means services available through the Platform which are available for a fee. 2. FCRA Compliance. Customer hereby acknowledges that Customer is solely responsible for its compliance with the Fair Credit Reporting Act("FCRA") and any other state and/or local consumer reporting laws in connection with its use of the Social Media Screening Service,if applicable. 3. Scope of Services. 3.1 Activation. By entering into this Agreement, Customer hereby requests that Guardian establish and activate a Customer Account on the Guardian Platform for use by Customer and its Authorized Users. 3.2 Features and Fees. Use of the Triage Center,including access to the NAIC is available for use PLATFORM ACTIVATION AGREEMENT-1 by Customer at no charge and Customer is under no obligation to use the OnDemand features listed below. Notwithstanding the foregoing,upon entering into this Agreement,Guardian shall make the Investigation Center and Social Media Screening Feature available for Customer's use on an OnDemand basis subject to the Fees set forth below. If Customer wishes to order Credit Reports from within their Guardian Account,a separate Credit Report Feature Activation Agreement is required. (a) Investigation Center- $50 per applicant assigned to an investigator. (b) Social Media Screening- $40 per report. (c) Credit Reports- $12 per report. 3.3 Payment Terms. Customer will be invoiced at the end of each calendar month for all use of the fee based features that occurs during the calendar month. Invoices will be due upon receipt. Invoices shall be considered past due after 45 days from issuance. 3.4 Failure to Pay/Customer Conduct. Guardian reserves the right to deactivate Customer's access to the Platform if any payment is not received within 60 days of the invoice date. 3.5 Late Fee. Guardian reserves the right to charge a late fee of 1.5%per month on all invoices not paid within 60 days of issuance. 3.6 Additional Authorized Users. The Account Administrator shall have the authority and ability, through their User Account,to establish as many User Accounts for other individuals in their organization who are Authorized to use the Services on Customer's behalf. Additionally,the Account Administrator shall be responsible for deactivating Authorized User accounts when necessary. 3.7 Security. Each of the Parties agree to maintain a security program consistent with federal and state laws, regulations,and standards,including the CJIS Security Policy,as well as any other applicable policies and standards established by the Criminal Justice Information Services (CJIS)Advisory Policy Board(APB). 3.8 Terms of Service. By accessing and using the Services, Customer agrees to be bound by the Guardian Terms of Service revised and included within Exhibit A. 4. Whitelist. Customer hereby agrees to whitelist all domains as may be indicated by Guardian at any time during the Term of this Agreement, including but not limited to: (a) guardian.network (b) www.guardianalliancetech.com (c) www.guardianalliancetechnologies.com (Note: Content filtering systems in use by Customer,if any,may unexpectedly cut parts of html pages out of the user interface as well as some email traffic,lead to unexpected errors,broken links, unclickable buttons,partially loaded pages or other unintended/unpredictable behaviors with the Services. These issues are completely resolved by"whitelisting"all Guardian domains.) PLATFORM ACTIVATION AGREEMENT-2 5. Term. The term of this Agreement commenced on November 10, 2020, and will continue, on a month-to-month basis,until either party terminates this Agreement in accordance with Section 9 of this Agreement. 6. Non-Disclosure of Confidential Information.The Parties' obligations regarding non-disclosure of confidential information is contained in the attached and incorporated Exhibit B,which shall modify any conflicting provisions within Guardian's Terms of Service or Privacy Policy.All confidential information is and shall remain the property of its owner to the extent consistent with applicable law. The disclosure of confidential information to the other party does not grant to it any express or implied right to or under any patents,copyrights,trademarks, or trade secret information except as otherwise provided herein. 7. Indemnification. 7.1 Subject to Section 7.2 below, Guardian shall defend, indemnify, and hold Customer and its elected officials, officers, employees, agents and attorneys harmless from and against any and all claims, costs, damages, losses,liabilities and expenses(including reasonable attorneys' fees and costs)arising out of or in connection with: (i)a third-party claim alleging that the Guardian Platform or any Integrated Service provided,maintained, and supported by Guardian infringes or misappropriates the rights of, or has caused harm to, a third-party; (ii) a third-party claim alleging a breach of any Guardian representations and warranties in this Agreement; (iii) a third-party claim alleging Guardian's use of Customer data or Applicant data is in violation of this Agreement; or(iv) a third-party claim alleging a breach of Guardian's confidentiality or data security obligations,that infringes the rights of, or has caused harm to, a third-party, (v) third-party claim of injury or death to person or damage to property arising from Guardian's negligent performance of this Agreement. 7.2 As an express condition of the foregoing indemnification obligations of Guardian,the Customer hereby agrees that: a. The Customer will promptly notify Guardian in writing for any claim for which indemnification is sought; b. The Customer will cooperate with all reasonable requests of Guardian (at Guardian's expense) in defending or settling such claim. C. Guardian shall be allowed to control the defense and settlement of such claim; d. Guardian may not settle any claim that includes an admission of liability, fault, negligence or wrongdoing on the part of the Customer,unless the Customer provides prior written consent, e. The Customer shall have the right,at its option and expense,to participate in the defense of any action, suit or proceeding relating to such a claim through counsel of its own choosing; £ Each party will undertake commercially reasonable efforts to mitigate any loss or liability resulting from an indemnification claim related to or arising out of this Agreement. PLATFORM ACTIVATION AGREEMENT-3 8. Insurance.Guardian shall maintain insurance that is sufficient to protect its business against all applicable risks, at a minimum as set forth in the attached and incorporated Exhibit C, "Insurance Requirements." Guardian shall promptly provide Customer with certificates of insurance to evidence Guardian's continued compliance with Exhibit C. 9. Termination of Agreement. 9.1 Termination for Convenience. Either party may terminate this Agreement without cause upon giving the other party 30 days' advance written notice. 9.2 Effect of Termination.Upon termination,the Customer will only be obligated to pay the amounts then due for services provided up to the effective date of Customer's termination. 10. Remedies.Termination of this Agreement shall not affect any right of action of either party prior to the termination being affected. All remedies shall be cumulative and may be exercised concurrently, or separately,which shall not be deemed to constitute an election of any one remedy to the exclusion of any other. In addition to any other remedy provided for herein, or at law or equity,Customer shall have the right to recover from Guardian all damages reasonably caused by default of any representation or warranty. This paragraph shall not limit Customer's right to pursue any other remedy available to it in law, at equity or pursuant to this Agreement. 11. General Provisions 11.1 Governing Law and Venue.The Agreement will be governed by the laws of Washington and its choice of law rules. Guardian irrevocably consents to the exclusive personal jurisdiction and venue of the federal and state courts located in King County,Washington,with respect to any dispute arising out of or in connection with the Agreement and agrees not to commence or prosecute any action or proceeding arising out of or in connection with the Agreement other than in the aforementioned courts. 11.2. Dispute Resolution.The parties desire, if possible,to resolve disputes, controversies and claims arising out of this Agreement without litigation. To that end,upon written notification of dispute by a party to the other, each party shall appoint a knowledgeable,responsible management representative to meet and negotiate in good faith to resolve any dispute arising under this Agreement. If the parties are unable to settle any dispute,the exclusive means of resolving that dispute shall only be by filing suit as provided for under Section 11.1,unless the parties agree in writing to an alternative dispute resolution process. 11.3 Severability. If any provision of the Agreement is held to be invalid or unenforceable for any reason,the remaining provision will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. 11.4. Nonwaiver.Any failure by either party to enforce strict performance of any provision of the Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of the Agreement. 11.5 No Assignment.Either party may assign this Agreement and all of its rights and obligations hereunder as part of a corporate reorganization, consolidation,merger, or sale of substantially all of its assets so long as said assignee accepts all of the respective Agreements,rights, and obligations of PLATFORM ACTIVATION AGREEMENT-4 its predecessor as provided in this Agreement without limitation. Except as expressly stated in this Agreement,neither party may otherwise assign its rights or obligations under this Agreement either in whole or in part without the prior written consent of the other party, and any attempted assignment or delegation without such consent will be void. 11.6 Notices.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. Either party may change its address by giving written notice of such change to the other party. 11.7 Legal Fees.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 Guardian's defense and indemnification obligation under Section 7 of this Agreement. 11.8 Entire Agreement/Modification.This Agreement,together with all exhibits comprise the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions, or agreements,whether written or oral,between the parties regarding the subject matter contained herein. This Agreement may be amended,modified, or added to only by written instrument properly signed by both parties hereto. 11.12 Public Records Act. Guardian acknowledges the Customer 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 Guardian 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 Customer. As such, Guardian agrees to cooperate fully with the Customer in satisfying the Customer's duties and obligations under the Public Records Act. 12. Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, and each executed counterpart shall have the same force and effect as an original instrument. Either party may also elect to sign the Agreement utilizing an electronic or digital signature, either of which shall be accepted as an original signature as if the Agreement had been physically signed in ink. 13. Amendment. The parties may amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement. If any part of this Agreement is found invalid or unenforceable that part will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force. 14. Invoicing Contact Information. Key contact for invoicing Cindy White, Financial Analyst- Police Email address for invoicing cwhite@kentwa.gov PLATFORM ACTIVATION AGREEMENT-5 IN WITNESS WHEREOF,the parties are causing this Platform Activation Agreement to be executed by their duly authorized representatives,which is effective as of November 1,2010,and all acts consistent with the authority of this Agreement and prior to the date this Agreement is signed are hereby ratified and affirmed. GUARDIAN: CUSTOMER: Guardian Alliance Technologies,Inc. City of Kent By: By: q,".gP�a'alaPDT) Print Name: Adam Anthony Print Name: Rafael Padilla Its Chief Operating Officer Its Chief of Police DATE: 09/16/21 DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: GUARDIAN: CUSTOMER: Attn: Adam Anthony Attn: Justin Davis,Police Officer Guardian Alliance Technologies,Inc. City of Kent Police Department 11 S. San Joaquin St., Suite 804 220 Fourth Avenue South Stockton, CA 95202 Kent,WA 98032 (415) 655-2733 (telephone) (253) 856-5845 (telephone) NONE(facsimile) (253) 856-6802 (facsimile) AND TO: City Clerk City of Kent 220 Fourth Avenue South Kent,WA 98032 PLATFORM ACTIVATION AGREEMENT-6 Exhibit A GUARDIAN TERMS OF SERVICE AND PRIVACY POLICY -Updated as of July 22, 2021, as Amended Between Guardian and Customer- 1. INTRODUCTION The following terms and conditions (the "Terms") govern all access to the cloud-based software platform owned by Guardian Alliance Technologies, Inc. as well as the access and use of any Integrated Services as defined herein(collectively the"Platform"). Guardian Alliance Technologies, Inc. is referred to herein as "Guardian. Applicants, Employees, and Employers are referred to herein, collectively, as"Users". 2. USER LICENSE Subject to the terms and conditions contained herein, Guardian hereby grants you a limited, terminable,non-exclusive right(a"User License")to access and/or use the Platform. The Platform is offered subject to your acceptance, without modification, of all of the terms and conditions contained herein and all other operating rules,policies and procedures that may be published from time to time on the Platform. If you do not accept these Terms or you do not meet or comply with their provisions,you may not use the Platform,unless you are an Employer who has entered into a separate Agreement with Guardian, in which case the Terms and Conditions of your separate Agreement supersedes the Terms and conditions contained herein. a. Applicants. Your User License is exclusively for your personal access to and use of the Platform. Applicants hereby agree that they are solely responsible for the content of any Document(s)or information they enter or upload to the Platform and for any consequences arising from such activity. b. Employees. Your User License is exclusively for your personal access to and use of the Platform in considering and/or re-verifying your qualifications and eli.ig bility for employment as your Employer may require. Employees hereby agree that they are solely responsible for the content of any Document(s) or information they-posted to or collected through the Platform c. Employers (including Licensed Employer Agents (PI's)). Your User License provides authorized Employer Representatives, agents, contractors, affiliates, and/or Eemployees with the right to access and use the Platform for the purpose of collecting, organizing, reviewing and evaluating Documents and other information related to Applicants and Employees in the process of considering and/or re-verifying (in the case of Employees) qualifications and eligibility for employment. 3. DEFINITIONS a. "Account Administrator",also known as a"Supervisor User"on the Platform means an individual User, chosen by an Employer, who is responsible for managing all activity occurring under the Employer's Account, including the activation and/or deactivation of Authorized User accounts for Employer personnel who are authorized to access and use the Platform on behalf of the Employer. b. "Aggregate Anonymized Data"means de-identified or anonymized data or information, including,by way of example and not limitation,information or data relating to occupation, location, salary, education, experience, zip code, age, gender, race or ethnicity of many individuals that is combined together but which contains no specific User Personally Identifiable Information("PII"), as defined herein. C. "Applicant" means an individual who creates a User Account for the purposes of submitting their Documents and other information to the Platform for review, evaluation, and consideration by Employers in the process of seeking employment with an Employer. Applicants incur no fees associated with their use of the Platform. d. "Content" means material delivered or presented on the Platform, including but not limited to web pages, web forms, programming (including software code used on the Platform, including (i) tools, kits, and object libraries, (ii) all third-party or open source code embedded therein, and (iii) any upgrades, updates, releases, fixes, enhancements or modifications to the foregoing), graphics, images, design (color combinations and page layout),text, information, data,resumes stored in various commercial databases operated and licensed by Guardian,data submitted via the Platform by Users and other content made available on or through the Platform by Guardian. e. "Credit Report" means a statement from one of the primary credit reporting agencies in the United States that has information about an Applicant's credit activity and current credit situation such as loan paying history and the status of current credit accounts. L "Document"refers to any posting to the Platform, including,without limitation,resumes, waivers,profiles,birth certificates, etc. g. "Employer" means a corporation, municipality or government entity, represented by an individual to establish an Employer Account on its behalf and which is accessing the Platform to collect, organize, review and evaluate Documents and/or other Applicant information or to use the Platform for any reason related to the purposes for which the Platform is designed. As used in this document, the term "Employer" is inclusive of "Licensed Employer Agents" such as Private Investigators using the Platform to perform backgrounds on behalf of an Employer. h. "Employer Account" means an account established for an Employer for the purpose of accessing and using the Platform through one or more User Accounts. Employer Accounts are managed by the Employer's Account Administrator. i. "Employer Representative"means any individual acting on behalf of an Employer who possesses the legal authority to establish an Employer Account for use by authorized Employer personnel. j. "Guardian Materials" includes any materials, methodologies, implementation plans, or other intellectual property used during the development and/or provision of the Platform for use by Users. k. "Integrated Services" means any features which may be used from within the Platform on an optional basis and,when used,delivers to the User,services provided by a technology provider other than Guardian. 1. "Investigator"means an Authorized User on the Platform who is eligible and authorized by a party other than Guardian to conduct a pre-employment background investigation of an Applicant. m. "Assignment"means that an Account Administrator has Assigned an Applicant record to an Investigator for the commencement/continuance of a pre-employment investigation. n. "Integrated Service Provider" means any technology service provider with whom Guardian has contracted for the purposes of offering services to Employers, available for use from within the Platform, which may enhance the quality of or otherwise streamline the processing of an investigation. o. "Licensed Employer Agent" means a licensed private investigator or investigation firm who is using the Platform to perform background investigations on behalf of an Employer. p. "Personally Identifiable Information ("PII")" means information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual. The definition of PII is not anchored to any single category of information or technology. Rather, it requires a case-by-case assessment of the specific risk that an individual can be identified. In performing this assessment, it is important for an agency to recognize that non-PII can become PII whenever additional information is made publicly available - in any medium and from any source -that,when combined with other available information, could be used to identify an individual. q. "Social Media Screening" means the collection and analysis of all publicly available online information about an individual, including material gathered from Social Media accounts. r. "User" or"Users"refers to i. any Employer Representatives, agents, contractors, affiliates, and/or employees who are authorized to use the Platform on behalf of Employer and who have User Accounts for access to and use of the Platform; and/or ii. Applicants or Employees who have created a User Account for the purposes of accessing and using the Platform. s. "User Account" means an individual account consisting of a unique Username and Password combination, which is utilized exclusively by one person for purposes of accessing and using the Platform. t. "You"or"you"means the person who is agreeing to these Terms by virtue of their access and use to and of the Platform. 4. FREE VS FEE BASED FEATURES a. THE PLATFORM IS AVAILABLE FOR USE BY APPLICANTS FREE OF CHARGE. b. The Investigation Center,Social Media Screening,and Credit Report features are available for use by Employers in exchange for Software Licensing Fees as outlined in Section 6 herein. 5. BILLING OPTIONS AND PAYMENT TERMS Guardian offers Employers two different billing options: a. Flat fee annual billing. Annual Software License Fees are due on or before the first day of the annual contract; or b. Monthly billing. Monthly Software License Fees are due upon receipt of the invoice and are considered late if they aren't paid within 45 days. 6. SOFTWARE LICENSING FEES a. Unless otherwise prepaid via an Annual Software License Fee, the following Software Licensing Fees(the"Licensing Fee(s)") shall apply: i. Background Investigations. A Software Licensing Fee of$50 is incurred the first time an Employer assigns an Applicant investigation file to an Investigator for the processing of a background investigation using the Platform. NOTE: this fee is only incurred once, if the Applicant investigation file is transferred from one investigator to another,no additional fee is incurred. ii. Social Media Screening. A Software Licensing Fee of$40 is incurred each time an Employer orders a Social Media Screening Report. iii. Credit Reports. A Software Licensing Fee of $12 is incurred each time an Employer orders a Credit Report. 7. USE OF THE PLATFORM a. Lawful Use. Users may use the Platform only for lawful purposes within the context of the Intended Platform Use. b. Intended Platform Use. The Platform is intended for; i. use by individual Applicants or Employees to post Documents and other materials containing information for review by Employers; and ii. use by Employers to collect and manage Documents and other materials containing Applicant or Employee information for the purpose of reviewing, evaluating, and considering the Applicant's qualifications and eligibility for employment and for the purposes of updating the files of current Employees, as is periodically necessary pursuant to the internal policies for some Employers. iii. use by Third Party Agents to collect and manage Documents and other materials containing Applicant information for the exclusive purpose of introducing Applicants and Employers to one another. c. User Accounts. In order for you to access and use the Platform (i.e. establish a User Account),you must be invited,via email,to do so. Employer Account Administrators will initially be invited by Guardian,beyond that, Employer personnel will be invited by their Account Administrator and Applicants will be invited by authorized Employer personnel (primarily background investigators or Account Administrators). Upon receipt of the invitation,you will establish a password that is only known to you and should always only be known to you, do not share it with any other individuals. Applicants will only ever be able to have one User Account. Attempts by Applicants to create additional User Accounts will not result in success. d. User Account Confidentiality. i. The Platform is to be accessed and used through User Accounts solely by the User to whom the account is registered. Users are prohibited from providing their password or otherwise permitting access to their Guardian account to any third party. ii. Users are solely responsible for maintaining the confidentiality of their information and password. iii. You hereby agree to protect and keep your password confidential and to change your password on a regular basis, consistent with Guardian requirements and/or the policies of your Employer. iv. Users are responsible for all uses of their account, whether or not authorized by them. If others use your password to post inappropriate material on the Platform, the User to whom the account is registered risks losing their access to the Platform. V. You hereby agree to notify Guardian and/or your Account Administrator immediately of any unauthorized use of your account or password. 8. DATA OWNERSHIP AND CONTROL. a. Applicants enter,maintain, and control the PII in their Guardian account at all times. b. Applicants, in their sole discretion, may submit information to Employers only when invited to do so,by an Employer,through the Platform. c. If an Applicant does not accept an invitation from an Employer, their data is not shared with the requesting Employer. d. Once the Applicant has shared data with an Employer, the Employer has the right to maintain a copy of the Applicant's data for their records. e. In addition to data submitted directly by the Applicant, Employers may add other information about an Applicant to the Applicant investigation file on the Platform, including but not limited to information gathered from Integrated Services. f. All Applicant data, once submitted and/or collected to/by an Employer, whether directly from an Applicant or from a non-applicant source, is owned and controlled by the Employer at all times thereafter, except to the extent that Applicant data is retained by Guardian within its cloud-based s, sue. 9. DATA SECURITY. a. General. Guardian observes and maintains a data security program model consistent with federal and state laws,regulations,and standards,including the FBI's CJIS Security Policy, as well as any other applicable policies and standards established by the Criminal Justice Information Services (CJIS) Advisory Policy Board (APB). Our data security program combines administrative, technical and physical safeguards designed to assist us in protecting the Personal Information entered or uploaded to the Platform against accidental, unlawful or unauthorized destruction, loss, alteration,access, disclosure or use. b. CJIS Security Policy. The Platform is suitable for use by Users in compliance with the CJIS Security Policy and relies upon the Employer personnel to observe the appropriate practices to ensure that they are using the Platform in compliance with the CJIS Security Policy. c. AWS Partnership. Guardian is an approved Independent Software Vendor(ISV)within the AWS Partner Network (APN) and has achieved Select Technology Partner, Public Sector Partner, and Reviewed By AWS Status. We have completed the Partner Transformation Program and undergone a Well-Architected Review (WAR) and Foundational Technical Review (FTR) with AWS Solution Architects to ensure that data entered or uploaded to the Platform is secure at all times. d. Encryption. All data is encrypted while at rest and in transit. e. Information Security Policy. A copy of Guardian's Information Security Policy is available upon request. f. Access to Data By Guardian Personnel. Occasionally, it is necessary for Guardian personnel to be exposed to Applicant data as part of assisting a User with system use or otherwise performing uncommon system maintenance. Guardian conducts background checks and maintains records of the results of those checks (including fingerprinting), on all Guardian personnel who may be exposed to unencrypted applicant data for any reason. 10. USE OF INFORMATION a. Employer Representations. Employer represents and warrants that will comply with all applicable privacy and data protection laws and regulations with respect to any Applicant Data uploaded or submitted to the Platform. Employer responsibility shall include but not be limited to: 1. User identity management; 2. Access control of/to the Guardian Platform; 3. Security management and control of terminals that access the Platform, including hardware, software, applications and device rights; and 4. Data security rights and permissions 5. Data downloading and storage, if any. ii. Applicant Representations. Applicant shall be solely responsible for the accuracy and completeness of all records, data, and information provided, submitted or uploaded by the Applicant to an Employer through the Platform. iii. Use of Aggregate Anonymized Data. Guardian reserves the right to collect, extract,compile,synthesize,and analyze Aggregate Anonymized Data,as defined herein, for any lawful purpose, including but not limited to the generation of system usage reports, provided that the data and information is used only in an aggregated and anonymized form so that it cannot be identifiable as relating to any individual User. iv. Disclosure or Distribution of Applicant Data By Guardian. Guardian does not sell, share, or otherwise distribute Applicant data to any persons, entities, or organizations at any time and will not do so unless: (1) requested to do so by an Applicant or Emplo, e�(2)required to do so by applicable law,regulation, court order or legal process, orb asked to assist in doing so as part of supporting a User's use of the Platform. Electronic Communication and Notices. When you use the Platform or send communications to us through the Platform, you are communicating with us electronically. You hereby consent to receive, electronically, any communications related to your use of the Platform. We may communicate with you by email or by posting notices on the Platform. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. 11. AVAILABILITY OF THE PLATFORM a. SERVICE AVAILABILITY OBJECTIVES. Guardian will use commercially reasonable efforts to make the Services available 24 hours per day, 7 days per week, excluding Scheduled Downtime and Unscheduled Downtime (as those terms are defined below)and unavailability arising out of or caused by the failure of any third-party vendor, the Internet, an emergency or force majeure event, or another reason beyond Guardian's reasonable control("Services Availability"). The Services will be considered unavailable only when there is no external connectivity for a five-minute period and Employer is unable to launch replacement instances. Guardian will use commercially reasonable efforts to meet the following RTO(Recovery Time Objective)and RPO(Recovery Point Objective) targets of 20 hours and 4 hours respectively b. SCHEDULED DOWNTIME. A minimum of three business days' advance notice will be provided for all scheduled downtime to perform system maintenance, backup and upgrade functions for the Services (the "Scheduled Downtime") if the Services will be unavailable due to the performance of such work. Scheduled Downtime will generally not exceed eight hours per calendar month and will be scheduled by Guardian in advance during off-peak hours (based on Eastern Time). Guardian will notify Employer via email of any Scheduled Downtime that is expected to exceed two hours. The duration of Scheduled Downtime is measured, in minutes, as the amount of elapsed time from when the Services are not available to perform operations to the time when the Services become available to perform operations. Daily system logs will be used to track Scheduled Downtime and any other Services outages. c. UNSCHEDULED DOWNTIME "Unscheduled Downtime" means any time outside of the Scheduled Downtime when the Services are not available to perform operations, excluding any unavailability caused by the failure of any third-party vendors,the Internet, any emergency or force majeure event, or any other reason beyond Guardian's control. The measurement is in minutes. d. SERVICE LEVEL OBJECTIVES. If Guardian does not meet the Services Availability objectives of this Section 15,Employer may notify Guardian in writing of its obligation to address stated issues or concerns. Guardian will provide Employer a documented plan(the "Cure Plan") to address stated issues or concerns within an appropriate period ("Cure Period")of no more than 30 calendar days. 12. USER REPRESENTATIONS AND WARRANTIES. You represent,warrant and agree that: a. you are at least 18 years of age or older; and b. you will not use (or plan, encourage or help others to use)the Platform for any purpose or in any manner that is prohibited by these Terms of Service or by applicable law. It is your responsibility to ensure that your use of the Platform complies with these Terms of Service and all applicable laws. If your information changes at any time, you are obligated to update your User Account to reflect those changes; and c. you will abide by all local,state,and national laws and regulations applicable to User's use of the Platform; and d. you will not send or store data on or to the Platform which violates the rights of any individual or entity established in any jurisdiction; and e. you will not use the Platform for illegal, fraudulent, unethical, or inappropriate purposes; and f. you will not interfere or disrupt networks connected to the Platform or interfere with another's ability to access or use the Platform; and g. you will not send unsolicited commercial email to other Users; and h. you will not impersonate another person,living or dead; i. you will not provide system passwords or other log-in information for the Platform to any third party except those specifically authorized to access the Platform; and j. you will not share non-public Guardian system features or content with any third parry; and k. you will not access the Platform in order to build, assist, or facilitate the assembly of a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Platform, or to copy any ideas, features, functions or graphics of the Platform; and 1. you will not reverse engineer, decompile, disassemble or otherwise attempt to discover or directly access the source code or any underlying ideas or algorithms of any portions of the Platform or any underlying software or component thereof, and m. you will not modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Platform except as expressly permitted by this Agreement. n. you will not rent,lease, distribute, sell,resell, assign,or otherwise transfer its rights to use the Platform; and o. you will not use the Platform to develop a database, online or similar database service, or other information resource of any kind (print, electronic or otherwise) for sale to, distribution to, display to or use by others or otherwise create or attempt to create a substitute or similar service or product through use of or access to any of the Platform or proprietary information related thereto; and p. you will not store in a retrieval system accessible to the public,transfer,publish,distribute, display to others,broadcast, sell or sublicense the Platform,or any portion thereof, and q. you will not pre-fetch, "crawl," "spider," or in any non-transitory manner store or cache any information obtain from the Platform (including results or any part or copy or derivative thereof), except that you may store data provided by the Platform for internal use so long as such storage is done in compliance with all applicable security requirements pertinent to User; and r. you will not violate or attempt to violate the security of the Platform, including, without limitation: i. accessing data not intended for such User or logging into an account which the User is not authorized to access; or ii. attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or W. attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Platform, overloading, "flooding", "mail bombing"or"crashing"; or iv. Violation of these security rules may result in civil or criminal liability. Guardian will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. The representations and warranties provided for herein do not apply to the extent that and information,or other records within or accessible through the Platform must be disclosed to comply with any applicable law,regulation,court order, or legal process. 13. INTELLECTUAL PROPERTY a. General. Guardian respects the intellectual property of others. It is Guardian's policy to respond to claims of copyright and other intellectual property infringement. Guardian will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, Guardian may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Guardian will terminate access for Users who are repeat infringers. b. Notifying Guardian of Infringement. To provide Guardian notice of an intellectual property infringement, you must provide a written communication to the attention of "Intellectual Property Infringement Notice" care of infokguardianalliancetechnologies.com that sets forth the information specified by the DMCA (http://www.cop ght.gov/titlel7/92chgp5.html#512). Please also note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your intellectual property. c. Providing Guardian with Counter-Notification. If we remove or disable access to content in response to an infringement notice,we will make reasonable attempts to contact the owner or administrator of the affected Platform or content.If you feel that your material does not constitute infringement,you may provide Guardian with a counter notification by written communication to the attention of"Intellectual Property Infringement Notice" at infokguardianalliancetechnolo,gies.com that sets forth all of the necessary information required by the DMCA(http://www.copyright.gov/titlel7/92chap5.httnl#512).Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of an attorney. 14. DISCLAIMERS AND LIMITATIONS ON GUARDIAN'S LIABILITY a. Allocation of Responsibility. Guardian assumes no responsibility for the content of data submitted to or uploaded to the Platform by Users and no responsibility for the activities, omissions or other conduct of Users. Guardian acts as a portal for the online submission, collection,organization,review and evaluation of Applicant information by Employers and has no obligation or right to screen communications or information related thereto and is not responsible for, or permitted to,undertake the screening, monitoring, or modifying of information submitted or uploaded by Users. If notified of information which allegedly does not conform to these Terms,Employer owning the account to which the information was submitted shall determine whether to remove or request the removal of such Document,in their sole discretion. Guardian shall protect Personally Identifiable Information of Applicants and Employees and other Confidential Information in accordance with the confidentiality provisions attached and incorporated as Exhibit B to the parties Agreement,along with the additional protections afforded by Guardian's Terms of Service and Privacy Policy, as amended by the parties Agreement and to the extent those Guardian-specific provisions do not conflict with Exhibit B. trb.No Endorsements By Guardian. Nothing on the Platform shall be considered an endorsement,representation or warranty with respect to any User. Vic.Links to Other Platforms.The Platform may contain links to other websites from time to time. These links are provided solely as a convenience to Users and not as an endorsement by Guardian of the contents on such other websites. Guardian is not responsible for the content of linked websites, if any, and does not make any representations regarding the content or accuracy of materials on such websites.Users hereby agree that,if Users decide to access linked other websites from the Guardian Platform,they do so at their own risk. 15. LEGAL AUTHORITY If you are entering into this Agreement on behalf of a corporation, municipality or government entity,you represent and warrant that you have the legal authority to bind such entity to the terms and conditions contained in this Agreement. Guardian shall not be liable for any loss or damage resulting from Guardian's reliance on any instruction, notice, document or communication reasonably believed by Guardian to be genuine and originating from an authorized Employer Representative of your entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Guardian reserves the right (but undertakes no duty)to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account to access or use the Platform,whether or not authorized by you. 16. AMENDMENTS TO THIS AGREEMENT AND CHANGES TO THE PLATFORM. Guardian may revise these Terms, and/or Privacy Policy at any time,at Guardian's sole discretion. If/when updated, the updated Terms and/or Privacy Policy will be made known to Users and changes will be binding on Users on the date they are posted on the Platform(or as otherwise stated in any notice of such changes).Any User access of,or use of,the Platform will be considered User acceptance of the then-updated Terms and/or Privacy Policy (including any exhibits thereto) as published. If, at any time, a User deems the Terms and/or Privacy Policy unacceptable, such User may not use the Platform any longer. Any new or different terms supplied by Users are specifically rejected by Guardian unless Guardian agrees to them in a Separate Agreement. If a User has a separate agreement with Guardian relating to the use of the system,the terms and conditions of that separate agreement supersede the terms and conditions contained herein. 47. jUPdSDICTION UNLESS PROHIBITED BY LAWS IN THE JUR4SDICTION OF THE EMPLOYER USPIG THE-P A TFORA4 THIS A GP_ E MLINT TC'!`_!NEEDED BY TLTF TATTFDAT A T SUBST A NT-IyF LAWS WS OF T14E STATE TF OF CALIFORNIA, 3ATIT-14O TT RESPECT SPECT O TTS !'ONF 'fir LAWS WS PROI ''TDT ES TURISDICTION FOR A AW CLAIMS ARISING DER THIS O A GP EEME TT ATS14 T LIE EXCLUSIVELY TSIVET V WIT-1T T11R STATE O FEDERAL T COURTS TS TRT THE STATE CALIFORNIA. THE SOLE RELATIONSHIP BETWEEN USERS S A 4D GUARDIAN 1S TLT A T OF TATTIFDFATDENT CONTRACTORS.CTO S TF ANY-PRO IISION OF T141S AGREEMENT 1S FOUND TO BE TATA L A T ID BY ANY COURT T LT A A 7PT G COMPETENT JURISDICTION, THE INVALIDITY OF ALL T OR PART D T OF A PROVISION ISION SHALL T T NOT AFFECT TUF VALIDITY ALIDITY OF T-14E D-E T A fNfNG PARTS D TS AND -PROVISIONS ISIONS OF T-141S AGREEMENT, WHICH SHALL T T D E iT A TAT TAT F-vaT FORCE AND EFFECT. ALL PROVISIONS OF THIS A GP_ E MENT SHALL T T SURVIVE T-ERA41N A T-ION EXCEPT T-140SE G A NTPIG ACCESS OR TTCF TO THE PLATFORM.TFORTif UPON TFDTiTTATA T-10N US CTS A T T CEASE CE ALL USE AND ACCESS THEREOF TA iTMEDI A TFT V USERS MAY V NOT Z�'D1�TITDTSC� 17�i CrG QO ASSIGN OR TRANSFER THEIR OBLIGATIONS UNDER THIS AGREEMENT.ENT ATl1 WAIVER IVE OF AATV TERM OF THIS AGREEMENT SHALL BE DEEMED A FURTHER 0 vr�-���rizQr�,��t �� vzcrr�c�at GONTTATT PT G WAIVER OF SUG14 TEDA4OR ANY OgPl4EFzD TERM. EXCEPT AS EXPP ESSLY PROVIDED TIDED BY G T A D PI A N TAT A PARTICULAR TT A D "LEGAL NOTICE," MATERIAL FIAT PARTICULAR LA WEB PAGES GES OF THE PLATFOR T R`�i41S A G EE iTFATT 3AT14EERE APPLICABLE, CONSTITUTE T-14E ENTIRE AGREEMENT BETWEEN USERS C AND/OR VISITORS AND C44ADDIAN 4-8-.17. LIMITATION OF LIABILITY a. EXCEPT FOR CLAIMS ARISING FROM GUARDIAN'S INDEMNIFICATION OBLIGATIONS, CONFIDENTIALITY OBLIGATIONS, AND INTELLECTUAL PROPERTY INFRINGEMENT OBLIGATIONS,IN NO EVENT SHALL GUARDIAN'S AGGREGATE LIABILITY WITH RESPECT TO ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE PARTY'S STATED INSURANCE LIABILITY CAP. b. NEITHER PARTY WILL BE LIABLE FOR BREACH-OF-CONTRACT DAMAGES SUFFERED BY THE OTHER PARTY THAT ARE REMOTE OR SPECULATIVE, OR THAT COULD NOT HAVE REASONABLY BEEN FORESEEN ON ENTRY INTO THIS AGREEMENT. C. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. USERS ASSUME E ALRESPONSIBILITY AND RISK FOR THEIR USE OF T PLATFORM, HTEP4�EDNET GENERALLY, TD THE DOCUMENTS THAT USERS" USE POST PROVIDE COLLECT T ECT OR ACCESS M4D FOR TTIFTD RESPECTIVE CONDUCT ON AND O F T11F DT ATFO TR b. TACO-EVENT CTl n T T CA T n D TlT A ATE C AGGREGATE LIABILITY,A BIT ITV W ANY, TricItiSl OUT OF OR TAT AATV I A V RELATED TED TO EMPLOYER'S USE OF-TTSF PLAT-FORAiT EXCEED TLTF A N40 NT-S -PAID ID TO GUARDIAN D V TTSF EMPLOYER, WITHOUT REGARD TO WHET-HER CT C14 CLAIM ITiT IS BASED CED TAT CONTRACT,CT TORT— (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE AND NOTI TITHST A ATTITATG A ATV FAILURE TT T TD E OF�ESSENTIAL PURPOSE POSE OF PLATFORM TFORM OR AATV E NUT-FTI D 0.4-E IV 14EP I T TATTIFD IN NO P,71_Al T—WILL GUARDIAN'S OR AAV OF TC OFFICERS, DIRECTORS, SHAREHOLDERS-, EMPLOYEES, SUBSIDIARIES,D IES AFFILIATES, AGENTS OR ADVERTISERS B LIABLE FOR AATV DIRECT DAMAGES OF A ATV TUND e. PT NO EVENT C TS A T T GUARDIAN OR AATV OF TTC OFFICERS, DIRECTORS,- S A D FLINT T1FD C EMPLOYEES, SUBSIDIARIES, F-1�r�' A GENTS O > > AF v ADVERTISERS,TISERS BE T T A T2T F VOR AATV NON TIIR FRCT DAMAGES W14 A T-SOE 7FD > WITHOUT LIMITATION, DAMAGES,Trz- MACES LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA- LOST EMPLOYMENT OPPORTUNITY,LAITY OR BUSINESS TRTTRD D T TDTION) RESULT04G FROM OR rDTC AG TAIRD OR A ! lANE�CT N rITHr�TTr7rR�PLATFORM OR THE USE OR ACCESS TO OR THE INABILITY TO TTCR �D ACCESS, E PLATFORM AND/OR ANY DOCUMENT, A7ITLTRTLTRD BASED lIAT W A D D A ATTY, CONTRACT,CT TORT-, OR ANY PT u� LEGALMED�ATD 3AI14ETHER OR NOT G TAD TITAN TC ADVISED ISED OF THE POSSIBILITY OF CT DAMAGES, d.BECAUSE T TCR SOME CT A TL�n 94R4SDICTIN' DO NOT ALLOW T O EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL a T!''IDENT A T DAMAGES, C LIMITATIONS TT IT A TIONS CRT FORTH TAT T UR UU !`RRTATAT(`_ PARAGRAPH MAY A Y NOT APPLY Y TO YOU.TR ANY ARE R LTRT D TAT A DDT IG A BT R!lU rn TTNENFO CEARTR FOR ANY DRAGON THEN GUARDIAN'S l�iTAYTAiTTTAiT � LT AA QT��TO YOU FOR ANY NON DIRECT TYPE OF DAMAGES C��l� LIMITED ITED TO U.S. $200 nn TAT TTTR AGGREGATE. A TR e. TAT NO EVENT CLT A T T GUARDIAN (O A-NY OF TTC OFFICERS, DIRECTORS-, SHAREHOLDERS, EMPLOYEES SUBSIDIARIES,A D IES AFFILIATES,A AGENTS O ADVERTISERS), BE LIABLE FOR ANY DIRECT DAMAGES W EXCESS P� T AGGREGATE OF US $200.00. La. DUE TO T�NATURE E OF THIS AGREEMENT,ENT TAT ADDITION TO N40NE Y 'ES,YOU AGREE THAT GUARDIM4 WILL BE ENTITLED TO E-Q RELIEF UPON A BREACH CH OF THIS AGREEMENT BY MITT 4-9-.18. CONTACTING US Questions and Notices. Questions concerning the use of the Platform should be directed to info(cr�,guardianalliancetechnolo,gies.com. Notices to Guardian should be sent to the address listed on the Platform. Guardian will send notices to the address submitted or to such other address as Guardian reasonably determines is an appropriate address. Reporting User Conduct Violations. Inappropriate conduct can be reported by emailing: info(k guardianalliancetechnolo,gies.com PRIVACY POLICY Guardian Alliance Technologies, Inc. and its subsidiaries (collectively, "Guardian", "We" or "Our") provides this Privacy Policy to explain our data and security practices and policies on Guardian's cloud-based software Platform(the"Platform").For the purpose of this Privacy Policy, Applicants and Employers who use the Platform are sometimes referred to generally and collectively as "Users". This Privacy Policy describes the types of information various Users submit and/or collect and how that information is protected and/or used. Personally Identifiable Information ("PII") The phrase "Personally Identifiable Information" or "PII" means information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual. The definition of PII is not anchored to any single category of information or technology. Rather, it requires a case-by- case assessment of the specific risk that an individual can be identified. In performing this assessment, it is important for an agency to recognize that non-PII can become PII whenever additional information is made publicly available - in any medium and from any source - that, when combined with other available information, could be used to identify an individual. Applicant Data The phrase "Applicant Data" refers to any information related to an Applicant, including PII, which may be gathered and added to the Applicant's file within the Platform by the Applicant or authorized Employer personnel. Information Gathering,Sharing and Ownership • Employers are only able to receive information from an Applicant once the Employer invites the Applicant to submit information to them and the Applicant accepts the invitation then releases their information to the Employer. • Limited Applicant Data may be shared by the Employer with Integrated Service Providers, upon Employer's request,in order to gather additional information related to the Applicant. • When Applicant's provide documents or information through the Platform,the information and documents supplied by Applicants, or gathered by Employers,become the property of the Employers. How We Protect Personal Information The Guardian Platform is suitable for use by Employers in compliance with the FBI's Criminal Justice Information Systems ("CJIS") Security Policy. Guardian observes and maintains a shared data security program model which relies upon Employers using the Platform to observe the appropriate practices to ensure that they are using the Platform in compliance with the CJIS Security Policy. Guardian observes and maintains a data security program consistent with federal and state laws, regulations, and standards, (including the CJIS Security Policy), as well as any other applicable policies and standards established by the Criminal Justice Information Services (CJIS) Advisory Policy Board (APB). Our program includes administrative, technical and physical safeguards designed to assist us in protecting the Personal Information entered or uploaded to the Platform against accidental,unlawful or unauthorized destruction, loss, alteration, access, disclosure or use. Guardian is an approved Independent Software Vendor(ISV)within the AWS Partner Network (APN) and has achieved Select Technology Partner, Public Sector Partner, and Reviewed By AWS Status. We have completed the Partner Transformation Program and undergone a Well- Architected Review(WAR) and Foundational Technical Review(FTR)with AWS Solution Architects to ensure our solution is secure, scalable, and allows Users to utilize it in compliance with the FBI CJIS Security Policy. We work directly with the AWS Justice and Public Safety team on all aspects of Guardian's structure and functionality in order to ensure and maintain the highest possible data security, system efficiency, and CJIS related standards, including the encryption of all Applicant Data while at rest and in transit. Guardian does not sell, share, or otherwise distribute Applicant data to any persons, entities, or organizations at any time and will not do so unless: (l) requested to do so by an Applicant or Employee, (2)required to do so by applicable law,regulation, court order or legal process.,or Q)if asked to assist in doing so as part of supporting a User's use of the Platform. Occasionally, it is necessary for Guardian personnel to be exposed to Applicant data as part of assisting a User with system use or otherwise performing uncommon system maintenance. Guardian conducts background checks and maintains records of the results of those checks (including fingerprinting), on all Guardian personnel who may be exposed to unencrypted applicant data for any reason. Use of User Information Guardian may use User information to: • Register, manage and maintain User accounts on the Platform. • Provide administrative notices or communications applicable to Users use of the Platform. • Respond to User questions and comments and provide support. • Operate, evaluate and improve our business and the products and services we offer through the use of non-Personally Identifiable Information or the use of Aggregate AnoWmized Data. Reviewing,Updating or Deleting User Account Information Applicants may access, update and amend Personal Information included in their Guardian User Account at any time by logging into their account and making the necessary changes. Applicants may request that their account be deleted at any time by logging into their account and making an account deletion request. Deleting a Guardian account will not remove Applicant Data from the records of Employers to whom they previously submitted and released it to. Cookies Guardian uses cookies and other similar technologies for the convenience of our Users and some Guardian features or services may not function properly without cookies. Most Internet browsers provide for the erasure of cookies, blockage of cookies, or to prompt the computer user with a warning before a cookie is stored. "Aggregate Anonymized Data" Guardian reserves the right to track, extract, compile, synthesize, and analyze Aggregate Anonymized Data, as defined herein, for any lawful purpose, including but not limited to the generation of system usage reports, provided that the data and information is used only in an aggregated and anonymized form so that it cannot be identifiable as relating to any individual User. "Aggregate Anonymized Data"means de-identified or anonymized data or information,including, by way of example and not limitation, information or data relating to occupation, location, salary, education,experience,zip code,age,gender,race or ethnicity of many individuals that is combined together but which contains no specific User Personally Identifiable Information ("PII"), as defined herein. How to Contact Us Users can direct questions regarding this Privacy Policy to Guardian by emailing us at info@guardianalliancetechnologies.com. Please include Username and email address in email requests, and Users name and postal address in mail requests. EXHIBIT B NON-DISCLOSURE OF CONFIDENTIAL INFORMATION 1. Definition of Confidential Information and Exclusions. (a) "Confidential Information" means non-public information that a party to the Agreement("Disclosing Party") designates as being confidential to the parry that receives such information("Receiving Parry") or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. "Confidential Information" includes,without limitation, information in tangible or intangible form relating to and/or including released or unreleased Disclosing Party software or hardware products,the marketing or promotion of any Disclosing Party product,Disclosing Party's business policies or practices, and information received from others that Disclosing Parry is obligated to treat as confidential, including Personally Identifiable Information and Applicant and Employee Data, as those terms are defined within the parties' Agreement and the incorporated Terms of Service and Privacy Policy. For purpose of the parties' Agreement,this confidential information also includes but is no limited to the following types of information,whether in writing or not: all documentation, other tangible or intangible discoveries,ideas, concepts, drawings, specifications,techniques, data or any other information including any information the Disclosing Party obtains from another party which the Disclosing Party treats as proprietary or designates as confidential information whether or not it is owned by the Disclosing Party. Except as otherwise indicated in this Agreement,the term"Disclosing Party"also includes all affiliates of the Disclosing Party and, except as otherwise indicated,the term"Receiving Parry"also includes all affiliates of the Receiving Party. An"Affiliate"means any person,partnership,joint venture, corporation or other form of enterprise, domestic or foreign,including but not limited to subsidiaries,that directly or indirectly,controls, are controlled by, or are under common control with a party. (b) Confidential Information shall not include any information,however designated,that: (i)is or subsequently becomes publicly available without Receiving Party's breach of any obligation owed Disclosing Party; (ii) became known to Receiving Party prior to Disclosing Party's disclosure of such information to Receiving Party pursuant to the terms of this Agreement; (iii)became known to Receiving Party from a source other than Disclosing Party other than by the breach of an obligation of confidentiality owed to Disclosing Party; (iv)is independently developed by Receiving Party. 2. Obligations Regarding. Confidential Information (a) Receiving Party shall: (i) Refrain from disclosing any Confidential Information of the Disclosing Party to third-parties for two (2)years following the date that Disclosing Party first discloses such Confidential Information to Receiving Party, except as expressly provided in Sections 2(b) and 2(c)below; (ii) Take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information,but no less than prevailing standard of reasonable care in the Receiving Party's industry,to keep confidential the Confidential Information of the Disclosing Party; (iii) Refrain from disclosing,reproducing, summarizing and/or distributing Confidential Information of the Disclosing Party except in pursuance of Receiving Parry's business relationship with Disclosing Parry, and only as otherwise provided hereunder; and (iv) Refrain from reverse engineering, decompiling or disassembling any software code and/or pre- PLATFORM ACTIVATION AGREEMENT-8 (Exhibit B) release hardware devices disclosed by Disclosing Party to Receiving Party under the terms of the Agreement, except as expressly permitted by applicable law. (b) Receiving Party may disclose Confidential Information of Disclosing Party in accordance with judicial action, federal or state public disclosure requirements, state or federal regulations, or other governmental order or requirement of law,provided that Receiving Party gives the Disclosing Party reasonable notice prior to such disclosure to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, at the Disclosing Parry's sole cost, effort, and expense. In the event the Disclosing Party elects to obtain a protective order or equivalent,or legally contest and avoid such disclosure,the Receiving Parry shall fully cooperate with the Disclosing Party. (c) The Receiving Party may disclose Confidential Information only to Receiving Party's employees and consultants on a need-to-know basis. The undersigned Receiving Party will have executed or shall execute appropriate written agreements with third-parties sufficient to enable Receiving Party to enforce all the provisions of this Agreement. (d) Receiving Party shall notify the undersigned Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of the Agreement by Receiving Party and its employees and consultants, and will cooperate with Disclosing Party in every reasonable way to help Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Upon discovery of an inadvertent or accidental disclosure,the Receiving Party shall promptly notify the Disclosing Parry of such disclosure and shall take all reasonable steps to retrieve the disclosure and prevent further such disclosures. If the foregoing requirements are met,a Receiving Party shall not be liable for inadvertent disclosure. (e) The restrictions herein shall not apply with respect to Confidential Information which: (i) Is or becomes known to the general public without breach of this Agreement; or (ii) Is or has been lawfully disclosed to a Receiving Parry by a third-parry without an obligation of confidentiality; (iii) Is independently developed by a Parry without access to or use of the Confidential Information; or (iv) At the end of the period of confidentiality set forth in the Agreement. (f) All tangible information,including drawings, specifications,and other information submitted hereunder,by the Receiving Party to the other shall remain the property of the Disclosing Party. The Receiving Party promptly shall return Confidential Information,including all originals, copies,reproductions and summaries of Confidential Information and all other tangible materials and devices provided to the Receiving Party,and shall cease any further use thereof,upon the first to occur of the following events: (i) written request of the Disclosing Party; (10 termination of the parties' Agreement; or (I]'I) completion of the purpose for which the Confidential Information was disclosed. In lieu of the foregoing,the Receiving Party,upon mutual consent,may destroy all copies of the Confidential Information and certify to the Disclosing Party in writing that it has done so. (g) The Receiving Party shall not export,directly or indirectly,any Confidential Information or any products utilizing such data unless it first complies with any applicable laws and regulations pertaining thereto, PLATFORM ACTIVATION AGREEMENT-9 (Exhibit B) including,but not limited to,U.S. export laws or traffic in arms regulations. 3. Remedies The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that Disclosing Party shall be entitled,without waiving any other rights or remedies,to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. 4. Miscellaneous (a) All Confidential Information is and shall remain the property of Disclosing Party. By disclosing Confidential Information to Receiving Party,Disclosing Party does not grant any express or implied right to Receiving Party to or under any patents, copyrights,trademarks, or trade secret information except as otherwise provided herein. Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights,trademarks, or trade secrets except as otherwise provided herein. Except as expressly herein provided,no rights,licenses or relationships whatsoever are to be inferred or implied by the furnishing of Confidential Information specified above or pursuant to this Agreement. (b) The terms of confidentiality under this Agreement shall not be construed to limit either the Disclosing Party or the Receiving Parry's right to independently develop or acquire products without use of the other party's Confidential Information. Further,the Receiving Party shall be free to use for any purpose the residuals resulting from access to or work with the Confidential Information of the Disclosing Party,provided that the Receiving Party shall not disclose the Confidential Information except as expressly permitted pursuant to the terms of this Agreement. The term"residuals" means information in intangible form,which is retained in memory by persons who have had access to the Confidential Information, including ideas, concepts,know- how or techniques contained therein. The Receiving Party shall not have any obligation to limit or restrict the assignment of such persons or to pay royalties for any work resulting from the use of residuals.However, this sub-paragraph shall not be deemed to grant to the Receiving Party a license under the Disclosing Party's copyrights or patents. PLATFORM ACTIVATION AGREEMENT- 10 (Exhibit B) EXHIBIT C INSURANCE REQUIREMENTS The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents,representatives, employees or subcontractors. I. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 1. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 2. Professional Liability(Errors&Omissions)insurance appropriate to the Consultant's profession. 3. Cvber Liability insurance naming the City as an Additional Insured. H. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate and a$2,000,000 products-completed operations aggregate limit. 2. Professional Liability (Errors & Omissions)Insurance shall be written with limits no less than $1,000,000 per claim and$1,000,000 policy aggregate limit. 3. Cvber Liability insurance shall be written with limits no less than $1,000,000 per occurrence and $1,000,000 aggregate. III. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30)days prior written notice by certified mail,return receipt requested,has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. PLATFORM ACTIVATION AGREEMENT- 11 (Exhibit C) IV. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. V. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. VI. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. PLATFORM ACTIVATION AGREEMENT- 12 (Exhibit C) El El El El toy it 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 "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory"; Insuring Agreement (b) The "bodily injury" or "property damage" occurs during the policy a. We will pay those sums that the insured period; and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the "bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or"suit" that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1. of Section explicitly provided for under Coverage C. — Who Is An Insured or any "employee" Extension-Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an "occurrence" or claim: (1) To "bodily injury" and "property (1) Reports all, or any part, of the "bodily damage" only if: injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury"or"property damage"; or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury . professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend: be deemed to be caused by an"occurrence", but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehicle to which Business Liability (b) You are not engaged in the Coverage for"bodily injury" applies. We business or occupation of providing do not have to furnish these bonds. such services. (3) The cost of appeal bonds or bonds to release attachments, but only for bond (2) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one"occurrence". investigation or defense of the claim or 2. MEDICAL EXPENSES "suit", including actual loss of earnings up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the "suit". accident: (6) Prejudgment interest awarded against (1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent; or applicable limit of insurance, we will not (3) Because of your operations; pay any prejudgment interest based on that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will (3) The obligation to defend, or the cost of not reduce the Limits of Insurance. the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same insured contract"; and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when: information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements; or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph (6)above, are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee; and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (i) Cooperate with us in the standpoint of the insured. This exclusion does not apply to "bodily investigation, settlement or injury" or "property damage" resulting defense of the suit'; from the use of reasonable force to (ii) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the "suit"; acquiescence of the insured with the (III) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv) Cooperate with us with 1 "Bodilyinjury"or"property dama a or respect to coordinating other ( ) J ry g applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit"; and (a) "Bodily injury", "property damage"or (ii) Conduct and control the "personal and advertising injury"that defense of the indemnitee in the insured would have in the such "suit". absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or"property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of(1) above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract". the cost of, that party's defense f. Pollution has also been assumed in the same"insured contract", and (1) "Bodily injury", "property damage" or "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against seepage, migration, release or escape civil or alternative disputea of"pollutants": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodily injury" if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol; or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that is used to relating to the sale, gift, distribution or heat water for personal use, by use of alcoholic beverages. the building's occupants or their guests; This exclusion applies only if you are in the (ii "Bodilyinjury" or "property business of manufacturing, distributing, ) damage" for which you may be selling, serving or furnishing alcoholic held liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury" to: such premises, site or location (1) An "employee" of the insured arising is not and never was owned or out of and in the course of: occupied by, or rented or loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor; or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, (ii) Any person or organization for smoke or fumes from a whom you may be legally hostile fire"; or responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft,Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes I. War operation and"loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by (1) A watercraft while ashore on premises governmental authority in hindering or you own or rent; defending against any of these. j. Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily injury" or "property damage", whether appearance or skin enhancement, hair the other insurance is primary, excess, removal or replacement or personal grooming; contingent or on any other basis. h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To (a) Body piercing (not including ear Premises Rented To You as described in piercing); Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not (b) Tattooing, including but not limited apply if the premises are to work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you. (c) Similar services; Paragraphs (3) and (4) of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs (3) and (4) of this exclusion do Paragraphs (4) and (5) of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A. - Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included in the "Property damage"to: "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the"property damage"arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically which you or any contractors or injured, arising out of: subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or"your work"; or arises out of those operations; or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work"; or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your person's right of privacy created by "advertisement"; any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; advertisement"; (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (1) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would (15) Arising out of discrimination or not have occurred in whole or in humiliation committed by or at the part but for the asbestos hazard"; direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury"to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices described in Paragraphs(a), (b), or(c) law; or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the"asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss, costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to a. Any Insured their duties as trustees. To any insured, except"volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other than either your executive officers (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability. insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or(f); or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any 'occurrence" which takes (b) 'Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one 'occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. — Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or"suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the Declarations. 6. How Limits Apply To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3. above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the You or any additional insured must see to other insurer for defense and indemnity. it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you or temporarily occupied by you with settlement means a settlement and release of liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner; insurance applies: a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos" or watercraft to a claim is made or"suit" is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s)or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured —Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following b. With respect to the insurance afforded to additional exclusions apply: these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such (2) Structural alterations, new person or organization. construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision —Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs d or f or provides coverage for "bodily injury" or ( ) ( )' "property damage" included within the (ii) Such inspections, "products-completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured —Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured —Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional (5) Newspaper; insured(s); or (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement" does not include: "products-completed operations a. The design, printed material, information hazard". or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property damage" or "personal an advertising b. An interactive conversation between or injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in a. above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you in the territory described in a.above; a. A contract for a lease of premises. However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property 8. "Employee" includes a "leased worker". damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage" is caused, in whole or in part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, a. It incorporates "your product' or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous; or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e. Vehicles not described in a., b., c., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage; or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render professional services, including those f. Vehicles not described in a., b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes inspection, architectural or other than the transportation of persons or engineering activities. cargo. 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment" but firm, to perform duties related to the conduct of will be considered "autos": your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker". gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or"auto"; (c) Street cleaning; b. While it is in or on an aircraft, watercraft or (2) Cherry pickers and similar devices "auto"; or mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or"auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto". well servicing equipment. 15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury" means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of: privacy; (1) The transportation of property, unless f. Copying, in your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea" or style of"advertisement"; or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement"; or insured; or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials. 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means: thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. "Products-completed operations hazard"; physical injury that caused it; or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or"your work" except: "occurrence"that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession; or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent; or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your"employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product': a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of"your work"; and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product'; and Page 24 of 24 Form SS 00 08 04 05 Guardian Background Platform Contract Final Audit Report 2021-09-20 Created: 2021-09-20 By: Justin Davis Qdavis@kentwa.gov) Status: Signed Transaction ID: CBJCHBCAABAAWACMQKjAbMReCLdkjvmF1snRQrjpDlkl "Guardian Background Platform Contract" History Document created by Justin Davis Odavis@kentwa.gov) 2021-09-20-4:15:17 PM GMT-IP address: 146.129.252.126 Document emailed to Rafael R Padilla (rpadilla@kentwa.gov)for signature 2021-09-20-4:15:50 PM GMT Email viewed by Rafael R Padilla (rpadilla@kentwa.gov) 2021-09-20-4:24:28 PM GMT-IP address: 146.129.252.126 Document e-signed by Rafael R Padilla (rpadilla@kentwa.gov) Signature Date:2021-09-20-4:26:02 PM GMT-Time Source:server-IP address: 146.129.252.126 Agreement completed. 2021-09-20-4:26:02 PM GMT 0 Adobe Sign 140 ❑ New Vendor Vendor Set-up Form ❑ Address Change KEN T W A S H I N G T O N To be filled out by Vendor ONLY Vendor Number 220 Fourth Avenue South•Kent,WA 98032-5895•Phone: 253-856-5200•CustomerService@KentWA.gov Guardian Alliance Technologies, Inc. ("Guardian") Name,as it will appear on check (NOABBREVIATIONS) Doing Business As(If different than name on check) 11 S. San Joaquin St., Suite 804, 11 S. San Joaquin St., Suite 804, Payment Address Business Address Stockton CA 95202 Stockton CA 95202 City State Zip City State Zip (415) 655-2240 billing@guardianalliancetechnologies.com Phone Number Accounts Receivable Contact (check the appropriate box) ❑ Individual proprietor or single-member LLC ® C corporation ❑ S corporation ❑ Partnership ❑ Trust/Estate ❑ Limited liability company:Enter the tax classification(C=C corporation,S=S corporation,P=Partnership) Note:For a single-member LLC that is disregarded,do not check LLC,check the appropriate box in the line above for the tax classification of the single-member owner. This business is ❑ Minority Owned ❑ Women Owned ❑ Both Minority and Women Owned ❑■ Neither Will you provide medical services to the City of Kent? .................................................................................... ❑Yes [Hl No Will you provide legal services to the City of Kent? .......................................................................................... ❑Yes I]No Will you provide services other than medical or legal to the City of Kent?.............................................. El Yes ❑No Will you provide parts,supplies or materials to the City of Kent? ............................................................... ❑Yes 91 No Do you pay sales tax to the State of Washington? ............................................................................................ ❑Yes 0 No if exem t from Form 1099 reporting, and check your qualifying exemption reason below: ❑■ 1. Corporation,except there is no exemption for medical and healthcare payments or payments for legal services ❑ 2. Tax Exempt Charity under 501(a),or IRA ❑ 3. The United States or any of its agencies or instrumentalities ❑ 4. A state,the District of Columbia,a possession of the United States,or any of their political subdivisions ❑ 5. A foreign government or any of its political subdivisions Name(Owner of the Tax Payer Identification Number(EIN or SSN)as name appears on IRS or Social Security Administration Records): Guardian Alliance Technologies, Inc. Social Security#: or Federal TIN: 37-1883245 Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me)and, 2. 1 am not subject to backup withholding because: (a)I am exempt from backup withholding,or(b) I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding. • Signature ► Z�AL Date Q9/20/21 fic5W17395 5 17