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CAG2022-255 - Original - Natural Systems Design, Inc. - Mill Creek Reestablishment: Little Property - 06/08/2022
Nancy Yoshitake for Melissa Dahl Public Works 06/08/2022 06/15/2022 06/07/2022 D20086 N/A Natural Systems Design, Inc.Contract Other Mill Creek Reestablishment - Little Property Develop a wetland and stream design for the Little property. $126,569 Other 6/8/22 CAG2022-255 Original 8.H KENT WASH IN G T p N DATE: June 7, 2022 TO: Kent City Council SUBJECT: Consultant Services Agreement with Natural Systems Design, Inc. for Wetland Mitigation Design - Authorize MOTION: I move to authorize the Mayor to sign the consultant services agreement with Natural Systems Design, in the amount of $126,569 for wetland mitigation design work on the "Little Property," subject to final terms and conditions acceptable to the City Attorney and Public Works Director. SUMMARY: The Mill Creek Reestablishment Project (Project) includes removal of sediment from the stream channel and improvements to habitat and wetland functions. The Project is designed to reduce flood levels and flood duration during larger storm events by improving in -channel conveyance. Natural Systems Design will complete wetland mitigation and side channel relocation design packages for the city -owned "Little Property" located north of James Street and east of Kent Memorial Park. The design package is required as part of the application for federal, state, and local environmental permits. Currently, Mill Creek flows through the Little Property in a linear channel. After the project is completed, it will include meanders, habitat elements, and native plantings. This portion of the Project will also increase channel capacity, thereby reducing flood impacts near James Street. Background: The Project is designed to reduce flood risks, improve fish passage and stream/riparian habitat, and protect city roadways and utility infrastructure. BUDGET IMPACT: $126,569 expense paid for by the Drainage Utility Fund. SUPPORTS STRATEGIC PLAN GOAL: Evolving Infrastructure - Connecting people and places through strategic investments in physical and technological infrastructure. Thriving City - Creating safe neighborhoods, healthy people, vibrant commercial districts, and inviting parks and recreation. Packet Pg. 165 8.H Inclusive Community - Embracing our diversity and advancing equity through genuine community engagement. ATTACHMENTS: 1. Agreement (PDF) 05/16/22 Public Works Committee MOTION PASSES RESULT: MOTION PASSES [UNANIMOUS] Next: 6/7/2022 7:00 PM MOVER: Satwinder Kaur, Councilmember SECONDER: Brenda Fincher, Committee Chair AYES: Brenda Fincher, Satwinder Kaur ABSENT: Marli Larimer Packet Pg. 166 CONSULTANT SERVICES AGREEMENT - 1 (Over $20,000) CONSULTANT SERVICES AGREEMENT between the City of Kent and Natural Systems Design, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Natural Systems Design, Inc. organized under the laws of the State of Washington, located and doing business at 1900 N. Northlake Way #211, Seattle, WA 98105, Phone: (530) 574-1821, Contact: Laura Zanetto (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 develop a wetland and stream design for the Little Property for the Mill Creek Reestablishment 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, 2023. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed On e Hundred Twenty Six Thousand, Five Hundred Sixty Nine Dollars ($126,569), 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: Natural Systems Design, Inc. 1900 N. Northlake Way #211 Seattle, WA 98105 (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 Natural Systesm Design - Mill Creek Reestablishment 7/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 City of Kent I Little Property Mitigation Design Page 2 This scope of work describes the technical services to be completed by NSD to support the advancement of the mitigation design concepts developed by R2 in 2016 by collecting updated existing condition base design data, evaluating mitigation design alternatives, and developing design documents to support the City's permitting process and guide implementation of mitigation actions at the project site. Work to be completed by NSD has been divided into the following tasks and linked to specific project deliverables: Task 1: Baseline Review and Data Collection Task 2: Draft Mitigation Design Development and Review Task 3: 60% Design and Mitigation Plan Task 4: 90% Design and Mitigation Plan Task 5: 100% Design and Mitigation Plan Task 6: Project Management and Coordination For this project, NSD's core team consists of Steve Winter, PWS, Principal In -Charge leading quality assurance and review of deliverables; Laura Zanetto, BLA, Project Manager, leading project design, coordination, and wetland mitigation assessment; Torrey Luiting, PWS, supporting project design and compensatory mitigation consistency; Megan Nelson, PE, leading project engineering; and Julia Jay, EIT, leading hydraulic modeling and channel design. Our core team will be supported by Kevin Fetherston, PWS who helped develop the original R2 design and our administrative staff for project tracking and monthly invoicing, as well as other NSD staff engineers, scientists, and technicians as needed to complete the tasks as detailed in this scope of work. The City will provide NSD with Notice to Proceed (NTP) prior to the start of each individual task (Tasks 1-5). Commencement of Task 6 Project Management and Coordination, will be concurrent with NTP provided for any other task. TASK 1. BASELINE REVIEW AND DATA COLLECTION NSD will collect relevant field data as listed below to support assessment, design, and analysis during a single day field survey to document current hydrologic, hydraulic, and ecologic conditions at the Project site. The work will draw heavily on information and conclusions documented in the Mill Creek Reestablishment Conceptual Mitigation Plan and Little Property Restoration Design document, prepared by R2 in 2016, and advance those findings by filling data gaps and conducting site -specific analyses to support the development of a constructable and ecologically viable mitigation design. During a single-day's field effort, the NSD design team will collect and document the following key site characteristics, as appropriate: • Select, existing conditions site topography, collected via ground survey for updating City -supplied site survey, and publicly -available LiDAR data, • Vegetation communities and spatial/elevational diversity, • Channel and floodplain sediment materials and distribution (i.e., presence and location of cobbles, gravels, and fine sediments documented through visual assessment and the Wolman pebble count), • Existing locations and conditions of key habitat types if present (i.e., pool, riffle, alcove, floodplain, etc.), • Existing condition of the Mill Creek channel and overflow pathways identified in the R2 design. Following field work, the NSD team will process collected data and generate an updated existing conditions surface (Task 2), which will serve as the base data for hydraulic modeling and design efforts completed under Tasks 2 through 5. Na�SystemDesign City of Kent I Little Property Mitigation Design Page 3 Baseline Review and Data Collection Assumptions: • The 2016 Conceptual Mitigation Plan and Little Property Restoration Design document and conceptual drawings will serve as the basis of information for historical conditions. • The budget assumes a single 10-hr day of field effort, including travel, for up to 4 NSD staff (the NSD design team), including Megan Nelson, engineering design lead, Laura Zanetto, mitigation and habitat restoration lead, Julia lay, engineering support and survey technician, and Colin Riordan, habitat restoration support and survey technician. NSD may substitute staff as necessary to complete field work as dictated by the project schedule. Task 1 Deliverables - • Data, photos, etc., collected under Task 1 will be incorporated into Task 2-5 deliverables. • Field observations, data, and photographs can be made available to the City in .kmz, Jpeg, shapefile, or another format as applicable. TASK 2. DRAFT MITIGATION DESIGN DEVELOPMENT AND REVIEW Based on the information gathered under Task 1, NSD will work with the City to refine the R2 mitigation design for the Project site to meet known agency and MITFD concerns regarding sufficient mitigation for in -stream impacts of the Mill Creek project. The mitigation design will consider known constraints, risks, and MITFD requests for increasing the quality and quantity of salmonid habitat within the Project site. NSD will prepare an updated existing conditions AutoCAD surface which will be used for hydraulic modeling of existing conditions and serve as the base surface for proposed grading work. Following design development, NSD will prepare a proposed conditions surface and proposed conditions hydraulic modeling results. From these proposed conditions elements, NSD will prepare a draft mitigation design figure, depicting the nature and extents of project elements and their proposed ecological intent. The draft mitigation design figure will consist of one, 11"x17" sheet illustrating proposed site actions and any relevant details determined to be necessary to convey the project intent. The intent of the draft mitigation design figure is to illustratively convey project intent for review and consideration by the City, prior to the development of 60% Design (Task 3). Following City review and approval of the draft mitigation design figure, the City will organize and coordinate a virtual meeting with the MITFD to review and discuss the draft mitigation design. NSD will support the City during this meeting to convey the intent of the design and respond to any technical questions the MITFD may have. NSD assumes this meeting will provide acceptance of, or clear direction for minor design modifications from the MITFD, from which NSD will begin the preparation of the 60% Design (Task 3). Beyond compilation of base data and proposed conditions modeling, NSD will not begin Task 3 work until approval of the draft conceptual design has been provided by the City. Draft Mitigation Design and Hydraulic Modeling Assumptions: • NSD's preliminary review of R2's Auto CAD files determined there is a need to generate a digital elevation model (DEM) surface for the project site. Project base data will consist of a combined DEM surface, compiling data from publicly available 2016 Green LiDAR, supplemented with City -collected survey data, and NSD supplemental survey data collected under Task 1. The combined DEM surface will serve as the basis for the existing conditions and proposed conditions hydraulic model and grading work. Natural Systems Design 1 City of Kent I Little Property Mitigation Design Page 4 o Project base data and design deliverables will be developed using AutoCAD Civil 3D 2020 software. o The City will provide NSD with all pertinent previously collected survey data for use in developing existing conditions base data. o The City will provide NSD with R2's HEC-RAS hydraulic modeling files for use in NSD generating the updated existing conditions hydraulic model. o Existing and proposed conditions hydraulic modeling are limited to two runs each, anticipated to be the 2-year and the 100-year flood events. o Hydraulic modeling results will be used to inform the draft mitigation design. Documentation of results is included in Tasks 3-5 (design iterations of the Mitigation Plan). • Vegetation analyses will be conducted using 2020 City -provided drone imagery, supplemented by observations made in the field under Task 1. • The City will provide documentation of and coordination and/or design assumptions and responsibility of those assumptions with utility entities on location, extent, depth, and potential constraints around modification of existing utilities. o 2 hours of coordination with up to two utility companies have been included for one NSD staff engineer to review and provide design input relative to design considerations at the locations of existing utilities. This includes preliminary discussions with utility entities on approaches for modifications, if necessary. Coordination with more than two utility companies is not included in this scope of work. o Before the conclusion of Task 2, the City will provide clear direction on the dispensation and limitations posed by the water line that runs through the site. NSD must know whether or not the water line and Lumen Duct bank will remain in place or be relocated so that NSD's draft and subsequent design phases can take this site constraint into account. Draft Mitigation Design Review and Coordination Assumptions: • Draft mitigation design will consist of a single illustrative plan view representation of the proposed design. Drafted details of work elements will be provided only as necessary to convey intent. o The draft mitigation design will be developed in AutoCAD Civil 3D 2020 and will serve as the basis for all work under Tasks 3-5. • This scope of work assumes one round of City review and comment on the draft mitigation design and illustrative figure prior to MITFD review. Conflicting City comments will be resolved by the City prior to transmittal to NSD. • The City will organize and coordinate a review meeting with the MITFD, up to 2 key NSD project staff will provide technical support during the meeting. Task 2 Deliverables: • A single draft mitigation design graphic, produced in AutoCAD Civil 3D 2020, and delivered as 11"x 17" format PDF, for one round of City review and consolidated comments; conflicting comments will be resolved by the City prior to transmittal to NSD. • One draft mitigation design review conference call with City, attended by up to 4 NSD technical staff. Na�SystemDesign City of Kent I Little Property Mitigation Design Page 5 • NSD technical support for up to 2 project staff at the MITFD draft mitigation design review meeting. TASK 3. 60% DESIGN AND MITIGATION PLAN As a result of the draft mitigation design review meeting with the City and the MITFD completed under Task 2, the mitigation design will be advanced to 60% design. The primary deliverables of this task are 60% design drawings, engineer's cost estimate, special provisions, and Little Property Mitigation Plan. NSD anticipates the 60% design drawings to be approximately 12 sheets, which would include: • Cover • General Notes • Legend • Existing conditions • Access and staging / dewatering / temporary erosion and sediment control • Proposed conditions • Grading plans (2 sheets) • Channel profiles and cross sections • Planting plan • Plant schedules • Construction details Task 3 includes development of the 60% design engineer's cost estimate and project special provisions. Project special provisions will be developed in WSDOT format, as necessary to convey specific design details and intent. Project special provisions are limited to WSDOT Divisions 2-9. To document the 60% mitigation design, NSD will prepare a Mitigation Plan which will describe the project's basis of design relative to project evolution and current site conditions. The Mitigation Plan will include quantification of mitigation areas as designed, for the City's use in fulfilling a portion of the mitigation requirements for the Mill Creek Reestablishment project. The Mitigation Plan will also document of design decisions made specific to MITFD comments as well as hydraulic modeling results (prepared under Task 2). One, one (1) hour meeting, is included to discuss comments and revisions to the 60% design deliverables, to be attended by up to three (3) NSD technical staff. Revisions resulting from the review meeting will be incorporated into the 90% design deliverables (Task 4). As requested by the City, NSD has included a second round of review on 60% design deliverables, as authorized by the City. If permitting review requires additional minor revisions to the 60% design deliverables (and thus a revised iteration of the 60% design deliverables be produced), a second one hour-long design review meeting will be held, as authorized by the City, attended by up to three (3) NSD technical staff. In this case, comments received on the 60% design deliverables will be incorporated into Revised 60% design deliverables under this task. Task 3 Assumptions: NSD will utilize previously provided City of Kent AutoCAD templates and drafting standards for the 60% design drawings. • This scope of work does not include permit coordination, applications, or figures. Natural Systems Design 1 City of Kent I Little Property Mitigation Design Page 6 • The City will provide NSD with a summary of the Mill Creek Reestablishment Project's proposed impacts. NSD does not anticipate or guarantee that the Little Property will be able to satisfy all mitigation requirements resulting from the Mill Creek Reestablishment Project. • A detailed cross walk between the impacts and the various mitigation sites (e.g., Little Property, Frankford, and Matelich) is not included in this scope of work. • Project special provisions will be developed in WSDOT format and limited to Divisions 2-9, as necessary to describe project work. • Hydraulic modeling results prepared under Task 2 will be incorporated into the 60% design deliverables (i.e., Mitigation Plan), additional modeling is not included under this task. • Task 3 assumes one round of review and consolidated comment from the City on the 60% design deliverables. o Comments received on 60% design deliverables will be incorporated into 90% design deliverables (Task 4). o Should regulatory and/or stakeholder review of the 60% design deliverables require additional, minor revision prior to permit submittal, NSD will provide one round of Revised 60% design deliverables. Revised 60% design deliverables will only be produced as authorized by the City. o Development of Revised 60% design deliverables assumes substantive changes to the 60% design are not required. Additional rounds of review and revision would require a contract amendment. Task 3 Deliverables: • 60% Design plans in 11x17 PDF format • 60% Design Engineer's Cost Estimate in PDF format • 60% Design Special Provisions • 60% Design Mitigation Plan in Microsoft Word format • The following will only be provided following authorization by the City: o Revised 60% Design plans in 11x17 PDF format o Revised Design Engineer's Cost Estimate in PDF format o Revised 60% Design Special Provisions o Revised 60% Design Mitigation Plan in PDF format TASK 4.90% DESIGN AND MITIGATION PLAN Under Task 4, NSD will incorporate City comments on the 60% design (or Revised 60% design) deliverables (Task 3) and produce a 90% design package. The 90% design deliverables will include 90% design drawings, hydraulic modeling results, engineer's cost estimate, special provisions, and Mitigation Plan. NSD anticipates the following design elements will be advanced and included in the 90% design drawings: Construction sequencing sheets for any wood structures (as necessary), Refinement of planting and mitigation areas (as necessary) to capture any design modifications, and Additional and refined TESC and construction details (as necessary). Na�SystemDesign City of Kent I Little Property Mitigation Design Page 7 In conjunction with the advancement of the 60% design (or Revised 60% design) package to 90% design, NSD will update the hydraulic model to evaluate the 90% design conditions. The model surface will be modified to represent the elements of the 90% design. The hydraulic model will be run under the same design flows of interest used in Task 2, which are anticipated to be the 2-year and 100-year flow events. Task 4 includes advancement of the engineer's estimate and project special provisions. The 60% Mitigation Plan will also be updated to include any design modifications, updated hydraulic modeling results, and any modifications in mitigation areas resulting from the 90% design changes. Assumptions: Substantive changes to the 60% design (or Revised 60% design) are not required by the City, regulatory agencies, or other stakeholder review. o Additional rounds of agency, or stakeholder review is not included. o A meeting with the City to review and discuss comments and design modification is not included under this task. 90% comments are reviewed and incorporated under Task 5. The City will provide one round of review and consolidated comments on the 90% deign deliverables. Comments received on the 90% design deliverables will be incorporated into the draft 100% design deliverables (Task 5). Deliverables: • 90% Design plans in 1W 7 PDF format • 90% Design Engineer's Cost Estimate in PDF format • 90% Design Special Provisions • 90% Design Mitigation Plan in Microsoft Word format • 90% Mitigation Plan documenting any design changes between 60% and 90% design and their implications on the areas available for mitigation. o 90% hydraulic modeling results updated to reflect 90% design conditions included within 90% Mitigation Plan TASK 5. 100% DESIGN AND MITIGATION PLAN Task 5 includes development of a single submittal package including 100% stamped construction documents and final Little Property Mitigation Plan. City comments received on 90% design deliverables will be incorporated and the 90% design advanced to stamped, 100% design deliverables. Assumptions: Substantive changes to the 90% design are not required by the City, thus the 90% design hydraulic modeling results will be applicable to 100% design. Additional rounds of hydraulic modeling are not included under this task. • All final comments on project deliverables will be provided on the 90% design deliverables (Task 4). Additional rounds of City, agency, or stakeholder review are not included. Additional rounds of review and revision would require a contract amendment. Natural Systems Design City of Kent I Little Property Mitigation Design Page 8 • The City will develop and compile the construction bid package and project construction manual; bid package and project construction manual creation/compilation are not included. Deliverables: • Stamped, 100% Design plans in 11x17 PDF format o Final, raw design data can be delivered to the City via AutoCAD Civil 3D 2020 E-Transmit, following delivery of 100% Design. • 100% Design Engineer's Cost Estimate in PDF format • 100% Design Special Provisions • 100% Design Mitigation Plan in PDF format o Final, hydraulic modeling data can be delivered to the City in HEC-RAS format. TASK 6. PROJECT MANAGEMENT AND COORDINATION This task includes scheduling, budget and schedule management, coordination with the City, and quality control services for this work. For activities covered by this scope of work, NSD will work closely with the City to meet the goals and objectives of the work assignment. NSD will coordinate its activities with the City's project manager so that the City can ensure NSD's activities do not duplicate or conflict with another consultant or City activities. Assumptions: • Project management will entail approximately 2 hours per month over the course of the anticipated project schedule for invoicing and budget management, and approximately 5 hours of project team coordination with the City by phone or email. Deliverables: • Monthly invoices, emails, and telephone meetings. PROJECT BUDGET AND SCHEDULE This project budget represents our knowledge of the work already completed, best understanding of the requested project elements, and accompanying assumptions. For the scope of services described above, NSD will invoice on a Time and Materials basis, not to exceed the contract total of $126,596, and may move resources between tasks as necessary and appropriate within the contract amount to accomplish the scope of work, upon written approval by the City. NSD will coordinate with the City on any substantial differences in actual level of effort required for the tasks outlined in this scope of work, compared to that anticipated in the cost estimate. This budget estimate is made based on the scope of work outlined above and is broken out per task below in Table 1. Table 2 presents the staff and level of effort related to each project task. It is our understanding that the necessary funds are available for this project and that these funds are committed to the project upon execution of this agreement. NSD would begin work upon contract execution. The progression through the tasks described herein is dependent on the receipt of the materials detailed herein from the City. We understand the City has an aggressive timeline for completion of this scope of work and will work with the City to move through these tasks as is feasible. Natural Systems Design 1 City of Kent I Little Property Mitigation Design Page 9 TABLE 1— PROJECT BUDGET AND SCHEDULE DESCRIPTION ANTICIPATED TASK DURATION* TASK SUB TOTAL Task 1. Baseline Review and Data Collection 1 Month $15,991 Task 2. Draft Mitigation Design Development and Review 1-2 Months $30,592 Task 3. 60% Design and Mitigation Plan 2-3 Months $36,880 Task 4. 90% Design and Mitigation Plan 2 Months $21,084 Task 5. 100% and Mitigation Plan 1 Month $10,598 Task 6. Project Management and Coordination 7-9 Months $11,424 PROJECT TOTAL $126,569 *Tasks would occur concurrently as indicated. Tasks would begin following receipt of NTP from the City. Task durations would be updated to reflect any unanticipated delays or changes to this scope of work. TABLE 2 — PROJECT STAFFING AND BILLING RATES i m a ffi I n 2 t N 2 m N r m N a w 3C -5 &"i f m Q In r_ Total Boors Labor Cnsl Expenses Total Cost Task Task Uescriptian Staff Billing Rate: 5200 $230 $195 $195 $172 $152 5172 585 1 Ras erne Review and Bala Cnlecban 16 2 2 24 24 20 88 $ 15195 5 795.M 5 15,991 2 Dra1t FA"tion l}esign Development and Revww 13 2 18 2 12 74 1&1 S 30.592 $ 3002 3 6EN Desgn and ftgatwn Plan 27 2 33 3 81 64 4 214 S 36,880 5 36,830 4 %% Design and Malgabon Plan 22 2 8 34 56 124 5 21,084 5 21,08e 5 10fl% oes4n and Miogation Plan 10 2 6 14 M 62 S 16.598 5 14,59C 6 Projm:l Ma nagemenf and CoordnaWn 12 3 8 32 6 A6 5 11.424 $ 11.424 SubTatMa 100 1 11 1 75 1 7 1 257 1 255 W 10 735 5 125.T74 5 79s.d0 $ 126,569 TOTALI S 126.569 Natural Systems Design 1 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. ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER: $ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 5/17/2022 30104 Natural Systems Design Inc. 1900 N Northlake Way Ste 211 Seattle, WA 98103 22357 20443 15580 A 2,000,000 X X 52SBAAM8HYW 8/10/2021 8/10/2022 1,000,000 WA Stop Gap 10,000 2,000,000 4,000,000 4,000,000 EMPLOYMENT PRAC 50,000 1,000,000B 52UECCF7086 8/27/2021 8/27/2022 2,000,000A 52SBAAM8HYW 8/10/2021 8/10/2022 2,000,000 A 52SBAAM8HYW 8/10/2021 8/10/2022 1,000,000N1,000,000 1,000,000 C Errors & Omissions EEH591875018 5/17/2022 Per Claim/Aggregate 3,000,000 D Employment Practices EKI3403855 11/20/2021 11/20/2022 Per Claim/Aggregate 1,000,000 City of Kent is included as additional insured as required by written contract and per attached policy form. Coverage afforded is primary and non-contributory and a waiver of subrogation applies. City of Kent 220 Fourth Avenue South Kent, WA 98032 NATUSYS-01 R1LDAY AssuredPartners of Washington, LLC15809 Bear Creek Parkway #300Redmond, WA 98052 Lisa Day lisa.day@assuredpartners.com Hartford Underwriters Insurance Company Hartford Accident & Indemnity Company Continental Casualty Company Scottsdale Indemnity Company X 5/17/2023 X X X XX X X X THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 10 18 Page 1 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C. WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 10 18 Page 2 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (h)"Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i)The exceptions contained in Paragraphs (d) or (f); or (ii)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1)Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1)Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; or (b)In the performance of your ongoing operations performed by you or on your behalf. (2)With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: (a)This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury”, “property damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service. (b)This insurance does not apply to "bodily injury" or "property damage" included within the "products- completed operations hazard”. e. State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1)Any state or governmental agency or subdivision or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 10 18 Page 3 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (b)"Bodily injury" or "property damage" included within the "products-completed operations hazard". f. Any Other Party (1)Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations performed by you or on your behalf; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work" and included within the "products-completed operations hazard", but only if: (i)The written contract, written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a)The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury”, “property damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Form SL 00 00 10 18 BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY QUICK REFERENCE Beginning On Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 12 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1.Bankruptcy 15 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3.Legal Action Against Us 16 4.Separation Of Insureds 16 5.Representations 16 6.Other Insurance 16 7.Transfer Of Rights Of Recovery Against Others To Us 18 F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 18 Form SL 00 00 10 18 Page 1 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 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 Coverage Part the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the insurance company shown in the Declarations. "Policy period", as used in this Coverage Part,means the period from the effective date of this Coverage Part to the expiration date of the Coverage Part as stated in the Declarations or the date of cancellation, whichever is earlier. The word "insured" means any person or organization qualifying as such under Section C. Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section F. Liability And Medical Expenses Definitions. A. COVERAGES 1. Business Liability Coverage (Bodily Injury, Property Damage, Personal And Advertising Injury) Insuring Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1)The amount we will pay for damages is limited as described in Section D.Liability And Medical Expenses Limits Of Insurance; and (2)Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b.This insurance applies: (1)To "bodily injury" and "property damage" only if: (a)The “bodily injury” or “property damage” is caused by an “occurrence” that takes place in the “coverage territory”; (b)The "bodily injury" or "property damage" occurs during the policy period; and (c)Prior to the policy period, no insured listed under Paragraph 1.of Section C.Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2)To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c."Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.of Section C.Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1)Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2)Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or Form SL 00 00 10 18 Page 2 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d.Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1)"Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a)The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b)You are not engaged in the business or occupation of providing such services. (2)For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. Medical Expenses Insuring Agreement a.We will pay medical expenses as described below for "bodily injury" caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent; or (3)Because of your operations; provided that: (1)The accident takes place in the "coverage territory" and during the policy period; (2)The expenses are incurred and reported to us within three years of the date of the accident; and (3)The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b.We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1)First aid administered at the time of an accident; (2)Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3)Necessary ambulance, hospital, professional nursing and funeral services. 3. Coverage Extension - Supplementary Payments a.We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: (1)All expenses we incur. (2)Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3)The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish, finance, arrange for, guarantee, or collateralize these bonds, whether the collateralization is characterized as premium or not. (4)All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5)All court costs taxed against the insured in the "suit". However, such costs do not include attorneys’ fees, attorneys’ expenses, witness or expert fees, or any other expenses of a party taxed against the insured. (6)Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. Form SL 00 00 10 18 Page 3 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (7)All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the Limits of Insurance. b.If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1)The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2)This insurance applies to such liability assumed by the insured; (3)The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4)The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5)The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6)The indemnitee: (a)Agrees in writing to: (i)Cooperate with us in the investigation, settlement or defense of the "suit"; (ii)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii)Notify any other insurer whose coverage is available to the indemnitee; and (iv)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b)Provides us with written authorization to: (i)Obtain records and other information related to the "suit"; and (ii)Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b)of Section B.Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1)We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2)The conditions set forth above, or the terms of the agreement described in Paragraph (6)above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1)"Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2)"Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". Form SL 00 00 10 18 Page 4 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) b. Contractual Liability (1)"Bodily injury" or "property damage"; or (2)"Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a)"Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or (b)"Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i)Liability to such party for, or for the cost of, that party’s defense has also been assumed in the same "insured contract"; and (ii)Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1)Causing or contributing to the intoxication of any person; (2)The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; (3)Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; or (4)Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury” or “property damage” involved that which is described in Paragraph (1), (2), (3) or (4) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving, or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer’s Liability "Bodily injury" to: (1)An "employee" of the insured arising out of and in the course of: (a)Employment by the insured; or (b)Performing duties related to the conduct of the insured’s business; or (2)The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. Form SL 00 00 10 18 Page 5 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a)At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this paragraph does not apply to: (i)"Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii)"Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to this Coverage Part as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b)At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c)Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i)Any insured; or (ii)Any person or organization for whom you may be legally responsible; (d)At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this paragraph does not apply to: (i)"Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii)"Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e)At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2)Any loss, cost or expense arising out of any: (a)Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b)Claim or “suit” by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". Form SL 00 00 10 18 Page 6 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft (1) Unmanned Aircraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This Exclusion g.(1)applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "bodily injury” or “property damage” arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". (2) Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than “unmanned aircraft”), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This Exclusion g.(2)applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft (other than “unmanned aircraft”), "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This Exclusion g.(2) does not apply to: (a)A watercraft while ashore on premises you own or rent; (b)A watercraft you do not own that is: (i)Less than 51 feet long; and (ii)Not being used to carry persons or property for a charge; (c)Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (d)Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft (other than “unmanned aircraft”) or watercraft; (e)"Bodily injury" or "property damage" arising out of: (i)The operation of any of the machinery or equipment listed in Paragraph f.(2)or f.(3)of the definition of "mobile equipment"; or (ii)The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of “mobile equipment” if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged; or (f)An aircraft (other than “unmanned aircraft”) that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1)The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2)The use of “mobile equipment” in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. Form SL 00 00 10 18 Page 7 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1)War, including undeclared or civil war; (2)Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3)Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1)Legal, accounting or advertising services; (2)Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3)Supervisory, inspection, architectural or engineering activities; (4)Medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; (5)Any health or therapeutic service treatment, advice or instruction; (6)Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7)Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (8)Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products; (9)Any: (a)Body piercing (not including ear piercing); (b)Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c)Similar services; (10)Pharmaceutical services including but not limited to: (a)The administering, prescribing, preparing, distributing or compounding of pharmaceutical drugs, vaccinations, immunizations or any of their component parts; (b)The providing of or failure to provide home health care or home infusion products or services; and (c)Advising and consulting customers; (11)Computer consulting, design or programming services, including web site design. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “bodily injury”, “property damage”, or “personal and advertising injury” arises out of the rendering of or the failure to render any professional service. Paragraphs (4)and (5)of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. Coverages. k. Damage To Property "Property damage" to: (1)Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2)Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; Form SL 00 00 10 18 Page 8 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)Property loaned to you; (4)Personal property in the care, custody or control of the insured; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6)That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1),(3)and (4)of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D. Limits Of Insurance. Paragraph (2)of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3),(4),(5)and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3)and (4)of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6)of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". l. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1)A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2)A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1)Arising out of oral, written, electronic, or any other manner of publication of material, if done by or at the direction of the insured with knowledge of its falsity; Form SL 00 00 10 18 Page 9 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Arising out of oral, written, electronic, or any other manner of publication of material whose first publication took place before the beginning of the policy period; (3)Arising out of a criminal act committed by or at the direction of the insured; (4)Arising out of any breach of contract, except an implied contract to use another’s "advertising idea" in your "advertisement"; (5)Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6)Arising out of the wrong description of the price of goods, products or services; (7)Arising out of: (a)Any actual or alleged infringement or violation of any intellectual property rights, such as copyright, patent, right of publicity, trademark, trade dress, trade name, trade secret, service mark or other designation of origin or authenticity; or (b)Any injury or damage alleged in any claim or “suit” that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made against you, or by you or by any other party involved in the claim or “suit”, regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or “suit” involving any intellectual property right is limited to: (i)Infringement, in your “advertisement”, of: a.Copyright; b.Slogan; unless the slogan is also a trademark, trade dress, trade name, service mark or other designation of origin or authenticity; or c.Title of any literary or artistic work; or (ii)Copying, in your “advertisement”, a person’s or organization’s “advertising idea” or style of “advertisement”. Paragraph (7)(b)ii above shall not apply to claims or “suits” alleging infringement or violation of trademark, trade dress, trade name, service mark or other designation of origin or authenticity. (8)Arising out of an offense committed by an insured whose business is: (a)Advertising, broadcasting, publishing or telecasting; (b)Designing or determining content of web sites for others; or (c)An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b.and c.under the definition of "personal and advertising injury" in Section F. Liability And Medical Expenses Definitions. For the purposes of this exclusion, the placing of frames, borders, or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting; (9)Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10)Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12)Arising out of: (a)Advertising content for others on your web site; (b)Placing a link to a web site of others on your web site; Form SL 00 00 10 18 Page 10 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (c)Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d)Computer code, software or programming used to enable: (i)Your web site; or (ii)The presentation or functionality of an "advertisement" or other content on your web site; (13)Arising out of a violation of any anti-trust law; (14)Arising out of the fluctuation in price or value of any stocks, bonds or other securities; (15)Arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information; or (16)Arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "personal and advertising injury" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". However, this exclusion does not apply if the only allegation in the claim or "suit" involves an intellectual property right which is limited to: (a)Infringement, in your "advertisement", of: (i)Copyright; (ii)Slogan; or (iii)Title of any literary or artistic work; or (b)Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". q. Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability (1)Damages because of “bodily injury” or “property damage” arising out of any access to or disclosure of any person’s or organization’s confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2)Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". This exclusion applies even if such damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraphs (1) or (2) above. However, unless Paragraph (1)above applies, this exclusion does not apply to damages because of “bodily injury”. r. Employment-Related Practices "Bodily injury" or "personal and advertising injury" to: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment; or Form SL 00 00 10 18 Page 11 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (c)Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, malicious prosecution or false arrest directed at that person; or (2)The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to that person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c)above is directed. This exclusion applies: (1)Whether the injury-causing event described in Paragraphs (a),(b), or (c)above occurs before employment, during employment or after employment of that person; (2)Whether the insured may be liable as an employer or in any other capacity; and (3)To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2)Any damages, judgments, settlements, loss, costs or expenses that: (a)May be awarded or incurred by reason of any claim or “suit” alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b)Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c)Arise out of any claim or “suit” for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3)The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4)Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You – Exception For Damage By Fire, Lightning Or Explosion Exclusions c.through h.and k.through o.do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. Form SL 00 00 10 18 Page 12 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products-Completed Operations Hazard Included with the "products-completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual, you and your spouse are insureds, but only with respect to the conduct of a business, other than that described in b. through e. below, of which you are the sole owner. b.A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c.A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2.Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1)"Bodily injury" or "personal and advertising injury": (a)To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the spouse, child, parent, brother or sister of that co-"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d)Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d)does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage" to property: Form SL 00 00 10 18 Page 13 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (a)Owned, occupied or used by: (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b.Coverage under this provision does not apply to: (1)"Bodily injury" or "property damage" that occurred; or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person driving the equipment; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator Of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons or property for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: Form SL 00 00 10 18 Page 14 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) a."Bodily injury" to a co-"employee" of the person operating the watercraft; or b."Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a.Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a.or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b.above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance required in a written contract, written agreement or permit; or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. If more than one limit of insurance under this Policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this Policy and the endorsements is the single highest limit of liability of all Form SL 00 00 10 18 Page 15 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1)How, when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured under this Coverage Part must: (1)Immediately record the specifics of the claim or "suit" and the date received; and (2)Notify us as soon as practicable. You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or “suit”; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with such additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured under this Coverage Part only when such "occurrence", offense, claim or "suit" is known to: Form SL 00 00 10 18 Page 16 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (1)You or any additional insured under this Coverage Part that is an individual; (2)Any partner, if you or an additional insured under this Coverage Part is a partnership; (3)Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4)Any "executive officer" or insurance manager, if you or an additional insured under this Coverage Part is a corporation; (5)Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6)Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity. This Paragraph f. applies separately to you and any additional insured under this Coverage Part. 3. Legal action Against Us No person or organization has a right under this Coverage Part: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom a claim is made or "suit" is brought. 5. Representations a. When You Accept This Policy By accepting this Policy, you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us; and (3)We have issued this Policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 6. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b.below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for "your work"; Form SL 00 00 10 18 Page 17 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g.of Section B. Exclusions. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section B. Exclusions. (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Form SL 00 00 10 18 Page 18 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 7. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1."Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: a.Notices that are published include material placed on the Internet or on similar electronic means of communication; and b.Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement. 2."Advertising idea" means any idea for an "advertisement". 3."Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto" means: a.A land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6."Coverage territory" means: a.The United States of America (including its territories and possessions), Puerto Rico and Canada; b.International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a. above; (2)The activities of a person whose home is in the territory described in a.above, but is away for a short time on your business; or Form SL 00 00 10 18 Page 19 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)"Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication. provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7."Electronic data" means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of “electronic data”, means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data. 8."Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9."Executive officer" means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a.It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a.The repair, replacement, adjustment or removal of "your product" or "your work"; or b.Your fulfilling the terms of the contract or agreement. 12."Insured contract" means: a.A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. Liability And Medical Expenses Limits Of Insurance. b.A sidetrack agreement; c.Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d.Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; or f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or Form SL 00 00 10 18 Page 20 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13."Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14."Loading or unloading" means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b.While it is in or on an aircraft, watercraft or "auto"; or c.While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a.Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles, whether self-propelled or not, on which are permanently mounted: (1)Power cranes, shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers; e.Vehicles not described in a., b., c.,or d.above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower workers; f.Vehicles not described in a., b., c.,or d.above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1)Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a)Snow removal; (b)Road maintenance, but not construction or resurfacing; or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, “mobile equipment” does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registration law are considered “autos”. 16."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: Form SL 00 00 10 18 Page 21 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) a.False arrest, detention or imprisonment; b.Malicious prosecution; c.The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d.Oral, written, electronic, or any other manner of publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e.Oral, written, electronic, or any other manner of publication of material that violates a person's right of privacy; f.Copying, in your "advertisement", a person’s or organization’s "advertising idea" or style of "advertisement"; or g.Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard"; a.Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b.Does not include "bodily injury" or "property damage" arising out of: (1)The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2)The existence of tools, uninstalled equipment or abandoned or unused materials. 20."Property damage" means: a.Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. Form SL 00 00 10 18 Page 22 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23."Unmanned aircraft" means an aircraft that is not: a.Designed; b.Manufactured; or c.Modified after manufacture; to be controlled directly by a person from within or on the aircraft. 24."Volunteer worker" means a person who: a.Is not your "employee"; b.Donates his or her work; c.Acts at the direction of and within the scope of duties determined by you; and d.Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 25."Your product": a.Means: (1)Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2)Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 26."Your work": a.Means: (1)Work or operations performed by you or on your behalf; and (2)Materials, parts or equipment furnished in connection with such work or operations. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2)The providing of or failure to provide warnings or instructions.