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HomeMy WebLinkAboutCAG2022-110 - Original - Herrera Environmental Consultants, Inc. - Downey Farmstead Restoration - 03/23/2022Nancy Yoshitake for Melissa Dahl Public Works 02/08/2022 02/15/2022 N/A D20074 N/A Herrera Environmental Consultants, Inc.Contract Other Downey Farmstead Restoration Provide construction support services for the project. $32,478 Other 3/22/22 _______Original CAG2022-110 3/25/22 CONSULTANT SERVICES AGREEMENT - 1 (Over $20,000) CONSULTANT SERVICES AGREEMENT between the City of Kent and Herrera Environmental Consultants, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Herrera Environmental Consultants, Inc. organized under the laws of the State of Washington, located and doing business at 2200 6th Avenue, Suite 1100, Seattle, WA 98121, Phone: (206) 787-8266, Contact: Mark Ewbanks (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. The Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: The Consultant shall provide construction support services for the Downey Farmstead Restoration Project. For a description, see the Consultant's Scope of Work which is attached as Exhibit A and incorporated by this reference. The Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. The Consultant shall complete the work described in Section I by December 31, 2022. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Thirty Two Thousand, Four Hundred Seventy Eight Dollars ($32,478), for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. C. Card Payment Program. The Consultant may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Consultant. If the CONSULTANT SERVICES AGREEMENT - 2 (Over $20,000) Consultant voluntarily participates in this Program, the Consultant will be solely responsible for any fees imposed by financial institutions or credit card companies. The Consultant shall not charge those fees back to the City. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which the Consultant’s services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Consultant’s services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Consultant’s business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant’s possession pertaining to this project, which may be used by the City without restriction. If the City’s use of the Consultant’s records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government (“force majeure event”). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Consultant shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any CONSULTANT SERVICES AGREEMENT - 3 (Over $20,000) costs, losses, expenses, damages, or delay costs incurred by the Consultant due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Consultant to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Consultant to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Consultant. VII. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. The Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. VIII. INDEMNIFICATION. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's duty to defend, indemnify, and hold the City harmless, and the Consultant’s liability accruing from that obligation shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event the Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant’s part, then the Consultant shall pay all the City’s costs for defense, including all reasonable expert witness fees and reasonable attorneys’ fees, plus the City’s legal costs and fees incurred because there was a wrongful refusal on the Consultant’s part. The provisions of this section shall survive the expiration or termination of this Agreement. IX. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. X. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to the Consultant for the purpose of completion of the work under this Agreement. CONSULTANT SERVICES AGREEMENT - 4 (Over $20,000) XI. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. The Consultant shall make such data, documents, and files available to the City upon the City’s request. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington. As such, the Consultant agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. The City’s use or reuse of any of the documents, data, and files created by the Consultant for this project by anyone other than the Consultant on any other project shall be without liability or legal exposure to the Consultant. XII. CITY'S RIGHT OF INSPECTION. Even though the Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. XIII. WORK PERFORMED AT CONSULTANT'S RISK. The Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties’ performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VIII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Consultant. CONSULTANT SERVICES AGREEMENT - 5 (Over $20,000) G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Consultant acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Consultant in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Consultant agrees to cooperate fully with the City in satisfying the City’s duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. CONSULTANT SERVICES AGREEMENT - 6 (Over $20,000) K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONSULTANT: By: Print Name: Its DATE: CITY OF KENT: By: Print Name: Dana Ralph Its Mayor DATE: NOTICES TO BE SENT TO: CONSULTANT: Mark Ewbank Herrera Environmental Consultants, Inc. 2200 6th Avenue, Suite 1100 Seattle, WA 98121 (206) 787-8266 (telephone) N/A (facsimile) NOTICES TO BE SENT TO: CITY OF KENT: Chad Bieren, P.E. City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-5500 (telephone) (253) 856-6500 (facsimile) APPROVED AS TO FORM: Kent Law Department ATTEST: Kent City Clerk Herrera - Downey Farmstead 4/Dahl EEO COMPLIANCE DOCUMENTS - 1 DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City’s equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City’s sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By: ___________________________________________ For: __________________________________________ Title: _________________________________________ Date: _________________________________________ EEO COMPLIANCE DOCUMENTS - 2 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City’s nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City’s equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: ___________________________________________ For: __________________________________________ Title: _________________________________________ Date: _________________________________________ EXHIBIT A SCOPE OF WORK This task also includes minor project management and administration work, including invoicing and coordinating with City staff regarding schedule and progress updates for any work Herrera is asked to perform. Deliverables • Attendance at meetings as requested. Daily construction inspections reports and representative digital photo files for days on which Herrera staff visited the site for inspection work. Visits will be coordinated with City Staff in advance. Task 3 - Project Management Herrera will coordinate and schedule its support work as described in Tasks 1 and 2 with City staff. This task also includes minor project management and administration work, including monthly invoicing and progress reporting and proactive tracking of budget usage. Deliverables Communications as needed to coordinate Herrera's involvement preceding and during project construction. • Monthly invoices and progress reports for months in which Herrera performed any work. Task 4 - Additional Services as Needed Herrera will provide additional support for project construction if the City needs it, and if it is not sufficiently covered under the preceding tasks. The specific work and deliverable(s) associated with it will be defined if/as the need arises in coordination with City staff. No work will be done on this task without prior written approval by the City. Deliverables • To be determined, and as defined in a written supplement to this scope of work. BUDGET Work performed under this contract shall be invoiced on a time -and -materials basis not to exceed $32,478 using Herrera's 2022 billing rates as shown in Exhibit A. Please note that Herrera adjusts labor rates annually in January and if work is performed in 2023, updated billing rates will be in effect. me DowneyFarmstead_2022_SOWreduced.docx H E R R E R A January 28, 2022 Page 2 of 2 to V O O. O U) O C� O N O U N O d O f6 O to f6 m � o U- N N O LO O O ei N � � amJ C f0 4 N O U c-1 4-1 N E p C: O p Z 0 +, L > O U Q± ++ca W a o W L UJ N co N y i = V eel N M N N N M M N IQ IDOINI� N M prj N N M M N N � �* 00 m lol to o IS Lq O N N I I I r r� N +.e I C1 00 - r � � O a I N 00 Io N 60 M 619. It O N N 41i EXHIBIT B INSURANCE REQUIREMENTS FORCONSULTANT SERVICES AGREEMENTS Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant’s profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit. EXHIBIT B (Continued) 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant’s insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant’s insurance and shall not contribute with it. 2. The Consultant’s insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant’s Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer’s liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. Client#: 12725 HERRENVI ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 1 2/09/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Rachel Reese NAME: Propel Insurance PHONE 206 262-4368 FAX 866 577-1326 A/C No Ext : A/C, No Seattle Commercial Insurance E-MAIL ADDRESS: �Pr0 rachel.reese elinsurance.com p 601 Union Street, Suite 3400 INSURER(S)AFFORDING COVERAGE NAIC# Seattle, WA 98101-1371 INSURER A: Ironshore Specialty Insurance 25445 INSURED INSURER B : Ohio Security Insurance Company 24082 Herrera Environmental Consultants Inc 2200 6th Avenue #1100 INSURER C : Seattle, WA 98121 INSURER D : INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LT R LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS A X COMMERCIAL GENERAL LIABILITY IEPICB43N3002 11/24/2021 11124/2022 EACHOCCURRENCE $1000000 CLAIMS -MADE � OCCUR PREMISES ERENTED nce $500 000 MED EXP (Anyone person) s25,000 PERSONAL & ADV INJURY $1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY 1-1JECOT LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: B AUTOMOBILE LIABILITY BAS56989902 11/24/2021 11/24/202 CMINED Ea accidentSINGLE LIMIT $1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ X HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY A UMBRELLA LIAB OCCUR IEELCASB43N7002 11/24/2021 11124/2022 EACH OCCURRENCE s4,000,000 X HxCLAIMS-MADE AGGREGATE s4,000,000 EXCESS LIAB DED I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N / A IEPICB43N3002 WA STOP GAP 11/24/2021 11/24/2022 PER OTH- TAT TE ER E.L. EACH ACCIDENT $1 000 00 E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 A Professional Liab IEPICB43N3002 11/24/2021 11/24/202 $1,000,000 Each Claim Pollution $2,000,000 Aggregate DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Herrera Project No. 11-05022-003 Downey Farmstead Restoration Construction Support Additional Insured status applies to City of Kent per attached endorsements. ILI] a Gi I I a LOY_\ I a• i LVJ A.J aC AL\C Nf AAAGU Lai City of Kent 400 West Gowe Street Kent, WA 98032 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 1 Of 1 #S5008396/M4897798 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD FAR00 This page has been left blank intentionally. IE.COV.EPIC.001 (05/13) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 26 of 44 p. Nuclear Material Based upon or arising out of the radioactive, toxic or explosive properties of nuclear material and with respect to which the insured is: (1)Required to maintain financial protection pursuant to the Atomic Energy Act of 1954; (2)Entitled to indemnity from the United States of America or any agency thereof; or (3)An insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of limits. q. Owned Facilities Arising from or in connection with any location which is or was at any time owned, operated, rented, or occupied by you or by any entity that: (1)Wholly or partly owns, operates, manages, or otherwise controls you; or (2)Is wholly or partly owned, operated, managed, or otherwise controlled by you. r. Personal and Advertising Injury Arising out of personal and advertising injury. s. Previously Reported Claim Arising from the same, related or continuous professional incident that was the subject of a claim reported under any policy of which this policy is a renewal or replacement or which it may succeed in time, whether or not such prior policy affords coverage for such claim. t. Prior Professional Incident Arising from any professional incident known to a responsible executive prior to the effective date of the policy period, if such responsible executive knew or could have reasonably foreseen that such professional incident could give rise to damages, claims or suits under this policy. This exclusion does not apply if we have been notified, in writing, of such professional incident giving rise to such damages, claims, or suits during the policy period of a policy previously issued by us. u. Your Product Based upon or arising out of your product. v. Warranties Based upon or arising out of express warranties or guarantees. This exclusion shall not apply if liability would have resulted in the absence of such express warranties or guarantees. w. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. SECTION II – WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c.A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. IE.COV.EPIC.001 (05/13) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 27 of 44 d.An organization other than a partnership, joint venture or limited liability company, you are an insured. Your executive officers and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2.Any subsidiary, associated, affiliated, allied or limited liability company or corporation, including subsidiaries thereof, of which you have more than 50% ownership interest at the effective date of the policy period qualify as a Named Insured. 3.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b.Coverage under this policy does not apply to bodily injury, property damage or environmental damage that occurred before you acquired or formed the organization; c.Coverage under this policy does not apply to personal and advertising injury arising out of an offense committed before you acquired or formed the organization; and d.Coverage under this policy does not apply to damages arising out of any act, error or omission or professional incident that took place before you acquired or formed the organization. 4.Each of the following is also an insured: a.Your volunteer workers only while performing duties related to the conduct of your business, or your employees, other than either your executive officers (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these employees or volunteer workers are insureds for: (1) Bodily injury or personal and advertising injury: (a)To you, to your partners or members (if you are a partnership or joint venture) or to your members (if you are a limited liability company); (b)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) above; or (c)Arising out of the providing or failure to provide professional health care services except incidental health care services provided by any physician, dentist, nurse, emergency medical technician or paramedic who is employed by you to provide such services and provided you are not engaged in the business of providing such services. (2) Property damage or environmental damage to property owned, occupied or used by, rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your employees, volunteer workers, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b.Any person (other than your employee), or any organization while acting as your real estate manager. c.Any person or organization having proper temporary custody of your property if you die, but only with respect to liability arising out of the maintenance or use of that property and until your legal representative has been appointed. d.Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this policy. e.Any person or organization you agree to include as an insured in a written contract, written agreement or permit, but only with respect to bodily injury, property damage, environmental damage or personal and advertising injury arising out of your operations, your work, equipment or premises leased or rented by you, or your products which are distributed or sold in the regular course of a vendor’s business, however: Any person or organization you agree to include as an insured in a written contract, written agreement or permit, but only with respect to bodily injury, property damage, environmental damage or personal and advertising injury arising out of your operations,your work, equipment or premises leased or rented by you, IE.COV.EPIC.001 (05/13) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 28 of 44 (1)A vendor is not an insured as respects bodily injury, property damage, environmental damage or personal and advertising injury: (a)For which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement except that which the vendor would have in the absence of the contract or agreement; (b)Arising out of any express warranty unauthorized by you; (c)Arising out of any physical or chemical change in the product made intentionally by the vendor; (d)Arising out of repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from you, and then repackaged in the original container; (e)Arising out of any failure to make inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f)Arising out of demonstration, installation servicing or repair operations, except such operations performed at the vendor’s location in connection with the sale of the product; or (g)Arising out of products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. (2)A manager or lessor of premises, a lessor of leased equipment, or a mortgagee, assignee, or receiver is not an insured as respects bodily injury, property damage, environmental damage or personal and advertising injury: (a)Arising out of any occurrence that takes place after the equipment lease expires or you cease to be a tenant; or (b)Arising out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor of premises, or mortgagee, assignee, or receiver. f.Any person or organization that has at least a 50% controlling interest in you but only with respect to bodily injury, property damage, environmental damage or personal and advertising injury arising out of their financial control of you. SECTION III – LIMITS OF INSURANCE AND DEDUCTIBLE 1.The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b. Claims made or suits brought; c.Persons or organizations making claims or bringing suits; d. Pollution incidents; e.Acts, errors or omissions; or f.Benefits included in your employee benefit program. 2.The General Aggregate Limit: a.Is the most we will pay for the sum of: (1)Damages and emergency response expense under COVERAGE PART I, except damages because of bodily injury, property damage or environmental damage included in the products-completed operations hazard other than damages covered under COVERAGE PART I – Coverage G: Contractors Pollution Liability; (2)Damages under COVERAGE PART II; (3)Medical expense under COVERAGE PART II; IE.COV.EPIC.001 (05/13) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 29 of 44 (4)Damages, clean-up costs, emergency response expense and legal and claims expense payments under COVERAGE PART III; and (5)Damages and legal and claims expense payments under COVERAGE PART IV. b.Shall apply separately as respects all damages caused by: (1) Occurrences covered under COVERAGE PART I, Coverages A, B or D arising out of operations at a location owned or occupied by you; (2) Occurrences covered under COVERAGE PART I, Coverage A or G arising out of ongoing operations at a project where you are performing your work; or (3) Pollution incidents covered under COVERAGE PART III arising out of operations at an insured site. 3.The Products-Completed Operations Aggregate Limit is the most we will pay for damages because of bodily injury, property damage or environmental damage included in the products-completed operations hazard other than damages covered under COVERAGE PART I – Coverage G: Contractors Pollution Liability. 4.Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit – COVERAGE PART I: Coverage A, B, C inclusive is the most we will pay for the sum of: a.Damages under COVERAGE PART I – Coverage A: General Bodily Injury and Property Damage Liability ; b.Damages under COVERAGE PART I – Coverage B: Hostile Fire and Building Equipment Liability; and c.Damages under COVERAGE PART I – Coverage C: Products Pollution and Exposure Liability because of all bodily injury, property damage and environmental damage arising out of any one occurrence. 5.Subject to Paragraph 4. above, the Damage To Premises Rented To You Limit is the most we will pay under COVERAGE PART I - Coverage A for damages because of property damage to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 6.Subject to Paragraph 2. above, the Each Occurrence Limit – COVERAGE PART I: Coverage D, E, F inclusive is the most we will pay for the sum of: a.Damages under COVERAGE PART I – Coverage D: Time-Element Pollution Bodily Injury and Property Damage Liability; b.Damages under COVERAGE PART I – Coverage E: Non-Owned Site Pollution Bodily Injury and Property Damage Liability; and c.Damages under COVERAGE PART I – Coverage F: Pollution Liability during Transportation because of all bodily injury, property damage and environmental damage arising out of any one occurrence. 7.Subject to Paragraph 2. above, the Each Occurrence Limit - Contractors Pollution Liability: Coverage G is the most we will pay for the sum of all damages under COVERAGE PART I – Coverage G: Contractors Pollution Liability because of bodily injury, property damage or environmental damage arising out of any one occurrence. 8.Subject to Paragraph 2. above, the Personal and Advertising Injury Limit is the most we will pay for the sum of all damages because of all personal and advertising injury sustained by any one person or organization. 9.Subject to Paragraph 2. above, the Employee Benefits Administration Liability Limit is the most we will pay for the sum of all damages sustained by any one employee, including damages sustained by such employee’s dependents and beneficiaries. However, the amount paid shall not exceed, and will be subject to, the limits and restrictions that apply to the payment of benefits in any plan included in the employee benefit program. 10.Subject to Paragraph 2. above, the Medical Expense Limit is the most we will pay under COVERAGE PART II - Coverage C for all medical expenses because of bodily injury sustained by any one person. 11.Subject to Paragraph 2. above, the Each Incident Limit – COVERAGE PART III: Site Pollution Legal Liability is the most we will pay for the sum of: a.Damages and legal and claims expense payments under COVERAGE PART III – Coverage A: Bodily Injury and Property Damage; IE.COV.EPIC.001 (05/13) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 30 of 44 b. Clean-up costs, emergency response expense and legal and claims expense payments under COVERAGE PART III – Coverage B: First and Third Party On-Site Clean-Up Costs; and c. Clean-up costs, emergency response expense and legal and claims expense payments under COVERAGE PART III – Coverage C: Off-Site Clean-Up Costs because of all bodily injury, property damage and environmental damage arising out of the same, related or continuous pollution incident. 12.Subject to Paragraph 2. above, the Each Incident Limit – COVERAGE PART IV: Professional Liability is the most we will pay under COVERAGE PART IV for damages and legal and claims expense payments arising out of the same, related or continuous professional incident. 13.The Limits of Insurance apply in excess of the Deductible amounts shown in the Declarations. The deductible amount applies as follows: a.As respects the Each Incident Limit: (i) to the sum of all damages, clean-up costs, emergency response expense and legal and claims expense payments because of bodily injury, property damage or environmental damage arising out of the same, related or continuous pollution incident; (ii) to the sum of all damages and legal and claims expense payments arising out of the same, related or continuous professional incident. b.As respects the Each Occurrence Limit, to the sum of all damages because of bodily injury, property damage or environmental damage as a result of one occurrence regardless of the number of persons or organizations who sustain damages because of that occurrence. We may pay any part or the entire deductible amount to effect settlement of any claim or suit or to pay clean-up costs or emergency response expense which may be covered under this policy and, upon notification of the action taken, you shall promptly reimburse us for such part of the deductible amount as has been paid by us. Subject to SECTION IV – Conditions, Condition 16. Multiple Coverage Sections, if the same or related occurrence, pollution incident or professional incident results in coverage under more than one coverage part, only the highest deductible under all coverage parts will apply. 14.The Limits of Insurance apply to the entire policy period. If the policy period is extended after policy issuance for an additional period, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. SECTION IV – CONDITIONS 1. Assignment This policy may not be assigned without our prior written consent. Assignment of interest under this policy shall not bind us until our consent is endorsed thereon. 2. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations. 3. Cancellation a.The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. b.We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: (1)10 days before the effective date of cancellation if we cancel for nonpayment of premium; or (2)90 days before the effective date of cancellation if we cancel for any other reason. c.We will mail or deliver our notice to the first Named Insured's last mailing address known to us. d.Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. e.If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund will be less than pro rata and will be subject to the minimum premium stated in the Declarations. The cancellation will be effective even if we have not made or offered a refund. IE.COV.EPIC.001 (05/13) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 31 of 44 f.If notice is mailed, proof of mailing will be sufficient proof of notice. 4. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. 5. Choice of Forum In the event that the insured and we have any dispute concerning or relating to this policy, including its formation, coverage provided hereunder, or the meaning, interpretation or operation of any term, condition, definition or provision of this policy resulting in litigation, arbitration or other form of dispute resolution, the insured agrees with us that any such litigation shall take place in the appropriate federal or state courts located in New York, New York and any arbitration or other form of dispute resolution shall take place in New York, New York. 6. Choice of Law In the event that the insured and we have any dispute concerning or relating to this policy, including its formation, coverage provided hereunder, or the meaning, interpretation or operation of any term, condition, definition or provision of this policy resulting in litigation, arbitration or other form of dispute resolution, the insured agrees with us that the internal laws of the State of New York shall apply without giving effect to any conflicts or choice of law principles. The terms and conditions of this policy shall not be deemed to constitute a contract of adhesion and shall not be construed in favor of or against any party hereto by reason or authorship or otherwise. 7. Currency All reimbursement shall be made in United States currency at the rate of exchange prevailing on: a.The date of judgment if judgment is rendered; b.The date of settlement if settlement is agreed upon with our written consent; c.The date of payment of clean-up costs and emergency response expense; or d.The date legal and claims expense payments are paid. Whichever is applicable. 8. Duties In The Event Of Occurrence, Offense, Pollution Incident, Professional Incident, Act, Error or Omission, Claim Or Suit a.Without limiting the requirements of any insuring agreement in this policy, you must see to it that we are notified as soon as practicable of an occurrence, offense, pollution incident, professional incident or act, error or omission which may result in a claim. To the extent possible, notice should include: (1)How, when and where the occurrence, offense, pollution incident, professional incident or act, error or omission took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the occurrence, offense, pollution incident, professional incident or act error or omission. b.If a claim is made or suit is brought against any insured, you must: (1)Immediately record the specifics of the claim or suit and the date received; and (2)Notify us as soon as practicable. You must see to it that we receive written notice of the claim or suit as soon as practicable. c.You and any other involved insured must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or suit; IE.COV.EPIC.001 (05/13) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 32 of 44 (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation or settlement of the claim or defense against the suit; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d.In the event emergency response expenses are incurred, you must provide, in writing, all available information relating to such emergency response expenses and the pollution incident giving rise thereto to us within fourteen (14) days of commencement of the pollution incident. Such information shall include all applicable information detailed in Paragraph a. above. e.In the event of a time-element pollution incident, you must provide, in writing, all available information relating to the pollution incident giving rise thereto to us within thirty (30) days of commencement of the pollution incident. Such information shall include all applicable information detailed in Paragraph a. above. f.No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid and emergency response expense, without our consent. g.When any insured becomes legally obligated to pay clean-up costs to which this insurance applies, the insured must: (1)Submit, for our approval, all proposed work plans prior to submittal to any regulatory agency. (2)Submit, for our approval, all bids and contracts for clean-up costs prior to execution or issuance. (3)Forward progress submittals regarding clean-up costs at reasonable intervals and always prior to submittal to any regulatory agency that is authorized to review and approve such submittals. We shall have the right, but not the duty, to assume direct control of such clean-up costs. Any clean-up costs incurred by us shall be applied against the applicable Limit of Insurance and deductible. h.If we are prohibited under applicable law from investigating, defending or settling any such claim or suit, the insured shall, under our supervision, arrange for such investigation and defense thereof as is reasonably necessary, and subject to our prior authorization, shall effect such settlement thereof. 9. Economic and Trade Sanctions In accordance with laws and regulation of the United States concerning economic and trade sanctions administered and enforced by The Office Of Foreign Assets Control (OFAC), this policy is void ab initio solely with respect to any term or condition of this policy that violates any laws or regulations of the United States concerning economic and trade sanctions. 10. Enforceability If any part of this policy is deemed invalid or unenforceable, it shall not affect the validity or enforceability of any other part of this policy, which shall be enforced to the full extent permitted by law. 11. Extended Reporting Period This condition applies only as respects COVERAGE PART III - SITE POLLUTION INCIDENT LEGAL LIABILITY and COVERAGE PART IV – PROFESSIONAL LIABILITY. a.This condition applies only if: (1)The policy is cancelled or non-renewed for any reason except non-payment of the premium; or (2)We renew or replace this policy with COVERAGE PART III - SITE POLLUTION LIABILITY or COVERAGE PART IV – PROFESSIONAL LIABILITY that provides claims-made coverage for bodily injury, property damage, environmental damage or professional incident and that has a Retroactive Date later than the one shown in the Declarations or for an insured site; and (3)You do not purchase coverage to replace the coverage described in Paragraph a.(2). b.Automatic Extended Reporting Period IE.COV.EPIC.001 (05/13) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 33 of 44 You shall automatically have a period of ninety (90) days following the effective date of such termination of coverage in which to provide written notice to us of claims first made and reported within the automatic extended reporting period. A claim first made and reported within the automatic extended reporting period will be deemed to have been made on the last day of the policy period, provided that the claim is for damages, clean-up costs or emergency response expense arising from a pollution incident which commenced on or after the Retroactive Date, if applicable, and before the end of the policy period or the claim is for damages arising from a professional incident that occurred on or after the Retroactive Date and before the end of the policy period and is otherwise covered by this policy. No part of the automatic extended reporting period shall apply if the optional extended reporting period is purchased. c. Extended Reporting Period Option: (1)A claim first made and reported within forty eight (48) months after the end of the policy period will be deemed to have been made on the last day of the policy period, provided that the claim is for damages, clean-up costs or emergency response expense arising from a pollution incident which commenced on or after the Retroactive Date, if applicable, and before the end of the policy period or the claim is for damages arising from a professional incident that occurred on or after the Retroactive Date and before the end of the policy period and is otherwise covered by this policy. (2)The Extended Reporting Period Endorsement will not reinstate or increase the Limits of Insurance or extend the policy period. d.We will issue the Endorsement indicating the Extended Reporting Period Option has been accepted if the first Named Insured shown in the Declarations: (1)Makes a written request for it which we receive within 30 days after the end of the policy period; and (2)Promptly pays the additional premium, which will not exceed 200% of the annual premium for the policy, when due. The Extended Reporting Period Endorsement will not take effect unless the additional premium is paid when due. If that premium is paid when due, the Endorsement may not be cancelled. The additional premium will be fully earned when the Endorsement takes effect. d.The Extended Reporting Period Endorsement will also amend SECTION IV – CONDITIONS, Condition 17. Other Insurance so the insurance provided will be excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, whose policy period begins or continues after the Endorsement takes effect. 12. Headings The descriptions in the headings and sub-headings of this policy are inserted solely for convenience and do not constitute any part of the terms or conditions on this policy. 13. Independent Counsel In the event the insured is entitled by law to select independent counsel to oversee our defense of a claim or suit at our expense, the attorney fees and all other litigation expenses we must pay to that counsel are limited to the rates we actually pay to counsel we retain in the ordinary course of business in the defense of similar claims or suits in the community where the claim or suit arose or is being defended. Additionally, we may exercise the right to require that such counsel have certain minimum qualifications with respect to their competency including experience in defending claims or suits similar to the one pending against the insured and to require such counsel have errors and omissions insurance coverage. As respects any such counsel, the insured agrees that counsel will timely respond to our request for information regarding the claims or suit. Furthermore, the insured may at any time, by the insured’s written consent, freely and fully waive these rights to select independent counsel. 14. Inspections and Surveys IE.COV.EPIC.001 (05/13) Includes copyrighted material of Insurance Services Offices, Inc. with its permission. Page 34 of 44 a.We have the right to: (1)Make inspections and surveys at any time; (2)Give you reports on the conditions we find; and (3)Recommend changes. b.We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: (1)Are safe or healthful; or (2)Comply with laws, regulations, codes or standards. This applies not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations. 15. Legal Action Against Us No person or organization has a right under this policy: a.To join us as a party or otherwise bring us into a suit asking for damages from an insured; or b.To sue us on this policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 16. Multiple Coverage Sections No claim or suit, or part thereof, for which we have accepted coverage or coverage has been held to apply under one or more Coverages in this policy shall be covered under any other Coverages in this policy. 17. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under this policy, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. However, regardless of whether b. below applies, in the event that a written contract or agreement or permit requires this insurance to be primary for any person or organization you agreed to insure and such person or organization is an insured under this policy, we will not seek contributions from any such other insurance issued to such person or organization b. Excess Insurance (1)This insurance is excess over: (a)Any of the other insurance, whether primary, excess, contingent or on any other basis: (i)That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for your work; (ii)That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii)That is insurance purchased by you to cover your liability as a tenant for property damage to premises rented to you or temporarily occupied by you with permission of the owner; or This page has been left blank intentionally. COMMERCIAL AUTO AC 85 01 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGEINDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 13 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 4 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 21 AMENDED FELLOW EMPLOYEE EXCLUSION 6 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 15 BODILY INJURY REDEFINED 25 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 3 EXTRA EXPENSE -BROADENED COVERAGE 11 GLASS REPAIR -WAIVER OF DEDUCTIBLE 17 HIRED AUTO COVERAGE TERRITORY 23 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 7 LOAN / LEASE GAP (Coverage Not Available In New York) 16 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 2 PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) 18 PERSONAL EFFECTS COVERAGE 12 PHYSICAL DAMAGE - ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 9 PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM 14 PRIMARY AND NON-CONTRIBUTORY - WRITTEN CONTRACT OR WRITTEN AGREEMENT 24 RENTAL REIMBURSEMENT 10 SUPPLEMENTARY PAYMENTS 5 TOWING AND LABOR 8 TRAILERS - INCREASED LOAD CAPACITY 1 TWO OR MORE DEDUCTIBLES 19 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 20 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 22 SECTION I - COVERED AUTOS is amended as follows: 1. TRAILERS - INCREASED LOAD CAPACITY The following replaces Paragraph C.1. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I - COVERED AUTOS: "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc., with its Permission. Page 1 of 7 SECTION II - LIABILITY COVERAGE is amended as follows: 2. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph A.I. - Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 3. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, Paragraph A.I. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 4. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance. 5. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc., with its Permission. Page 2 of 7 6. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added: SECTION II - LIABILITY, Exclusion B.5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of "loss". This coverage is excess over any other collectible insurance. SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: 7. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee's" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 8. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 - 20,000 pounds. However, the labor must be performed at the place of disablement. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc., with its Permission. Page 3 of 7 9. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500. 10. RENTAL REIMBURSEMENT SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lessor vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 12.13. 11. EXTRA EXPENSE - BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 12. PERSONAL EFFECTS COVERAGE A. SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V - DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties. 13. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance manufacturer's warranty. we provide shall be excess over any other collectible insurance or reimbursement by warranty. However, we agree to pay any deductible applicable to the other coverage or AC 85 01 06 18 © 2017 Liberty Mutual Insurance Includes copyrighted material of Insurance Services Office Inc., with its Permission. Page 4 of 7 14. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III - PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 15. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a $100 deductible. 16. LOAN / LEASE GAP COVERAGE (Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a "Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; I. Any amount representing taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss". © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc., with its Permission. Page 5 of 7 C. SECTION V - DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a 'loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 17. GLASS REPAIR- WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 18. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The 'loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any 'loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 19. TWO OR MORE DEDUCTIBLES Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. SECTION IV - BUSINESS AUTO CONDITIONS is amended as follows: 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc., with its Permission. Page 6 of 7 21. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is replaced in its entirety by the follow- ing: a. In the event of "accident", claim, "suit" or "loss", you must promptly notify us when it is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insureds" name and address; and (c) The names and addresses of any injured persons and witnesses. 22. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 23. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B.7. Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured's" responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. 24. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V - DEFINITIONS is amended as follows: 25. BODILY INJURY REDEFINED Under SECTION V - DEFINITIONS, Definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc., with its Permission. Page 7 of 7 This page has been left blank intentionally.