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HomeMy WebLinkAboutCAG2024-202 - Original - StoneShare Corp - Intranet Redesign Project - 04/25/2024 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A S H I N G T O N Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Ikhra Mohamed IT Date Sent: Date Required: > 04/17/2024 05/01/2024 Q Mayor or Designee to Sign. Date of Council Approval: Q Q Interlocal Agreement Uploaded to Website N/A Budget Account Number Grant? Yes NoF71 T20251.64160.1800 Budget? Yes E]No Type: N/A Vendor Name: CategoryAll StoneShare Corp. Contract Vendor Number: Sub-Category: 2548492 Original O Project Name: Intranet Redesign Project 3- Project Details: New professional services contract for Intranet Redesign Project - creating O new Intranet in the City's existing SharePoint Online (SPO) environment - at a *, cost not to exceed $97,000, under Mayor's signature authority. C O Agreement 000 Basis for Selection of Contractor: Direct Negotiation 4) *Memo to Mayor must be attached i i Start Date: Upon Mayor's sign. Termination Date: 12/31/2025 Q Local Business? Yes F,/—]No*If meets requirements per KCC 3.70.100,please complete'Vendor Purchose-Locol Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process❑Exempt(KCC 5.01.045) ❑✓ Authorized Signer Verified Notice required prior to disclosure? Contract Number: F—]YesF,—/]No CAG2024-202 Comments: a <<Signature on attached Professional Services Agreement pg. 5/66>> o 1711 Dana Ralph, Mayor c c 3 0 Date: <<Date on attached Professional Services Agreement pg. 5/66>> a� a, cc Date Received:City Attorney: 4/23/24 Date Routed:Mayor's Office 4/25/24 City Clerk's Office 4/29/24 adccW22373_1_20 �� .., 'i�,'-Documents.KentWA.gov to obtain copies of all agreements (� rev.20221201 PROFESSIONAL SERVICES AGREEMENT between the City of Kent and StoneShare Corp THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and StoneShare Corp organized under the laws of the State of New York, located and doing business at 100 Church Street Suite 800 New York, NY 1007 (hereinafter the "Contractor"). I. DESCRIPTION OF WORK. The Contractor shall perform the following services for the City: Scope of Work as set forth within Exhibit A The Contractor 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, and the Contractor shall complete the work by December 31, 2025. III. COMPENSATION. The City shall pay the Contractor a total amount not to exceed $97,000.00 for the services described in this Agreement. The Contractor shall invoice the City monthly based on time and materials incurred during the preceding month. The hourly rates charged for the Contractor's services shall be as delineated in the attached and incorporated Exhibit A. All hourly rates charged shall remain locked at the negotiated rates throughout the term of this Agreement. Card Payment Program. The Contractor 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 Contractor. If the Contractor voluntarily participates in this Program, the Contractor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Contractor 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 Contractor 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 Contractor maintains and pays for its own place of business from which the Contractor's services under this Agreement will be performed. C. The Contractor 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 Contractor's services, or the Contractor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Contractor 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 Contractor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Contractor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Contractor 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 seven (7) calendar days written notice at its address set forth on the signature block of this Agreement. 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 Contractor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Contractor 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 Contractor 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 Contractor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Contractor. VII. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Contractor, its subcontractors, or any person acting on behalf of the Contractor 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 Contractor shall execute the attached City of Kent Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. VIII. INDEMNIFICATION. The Contractor 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 Contractor'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 Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. The provisions of this section shall survive the expiration or termination of this Agreement. In the event the Contractor 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 Contractor's part, then the Contractor 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 Contractor's part. IX. INSURANCE. The Contractor 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. CONTRACTOR'S WORK AND RISK. The Contractor 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 Contractor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those services. All work shall be done at the Contractor's own risk, and the Contractor 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. XI. 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. 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 Contractor. 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. 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. Public Records Act. The Contractor 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 Contractor 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 Contractor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. I. City Business License Required. Prior to commencing the tasks described in Section I, the Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. J. 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. CONTRACTOR: CITY OF KENT: By Dax- By: — — — — Print Name: Dana Ralph Keith Carter Its Mayor Print Name: DATE: 04/25/2024 Its: CEO DATE: April 15, 2024 NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONTRACTOR: CITY OF KENT: Keith Carter IT Administration StoneShare Corp City of Kent 100 Church Street RM 800 220 Fourth Avenue South New York, NY 10007-2621 Kent, WA 98032 613-355-9339 (telephone) (253) 856-4600 (telephone) kcarter@stoneshare.com (email) ITA@kentwa.gov (email) APPROVED AS TO FORM: ent Law Department ATTEST: 6M4 Kent City Clerk Exhibit A PROPOSED SOLUTION: TOWNSQUARE Premised on the learnings from numerous Local Government implementations, StoneShare created a pre-configured Local Government Intranet / Document Management portal, called TownSquare, that combines native M365 features related to document management and collaboration with numerous standardized elements and pre-configured artifacts for provisioning sites. TownSquare is NOT LICENSED SOFTWARE WITH ONGOING COST but rather a ONE TIME BEST- PRACTICE-BASED SOLUTIONACCELERATOR that, when paired with the City's existing Microsoft 365 (M365) licensing, greatly reduces the duration, cost and risks commonly associated with intranet implementations. As proposed, no additional third- party licenses (e.g., MS SQL, Web Server, etc.) are required to operate the solution. TownSquare contains more than 80 pre-configured site templates that include areas for both communication and collaboration. The templates include pre-defined Libraries, Metadata, Security, and workflow (where appropriate). These valuable pre-configured elements serve as the starting point for every Local Government Intranet implementation and greatly reduce the time associated with capturing and implementing unique customer requirements. 1.1. COMMUNICATION AREAS The Communication Areas are used for publishing information to users in a modern, widescreen format that is visually appealing. TownSquare's home page (or landing page) acts the hub for all Communication Sites and can be used by all departments for the sharing news and updates. This is often used by to replace outdated intranet sites and can greatly improve the City's ability to communicate across departments. F.. ":.7 .7 Latest News Release Clerks Department Welcome +l . . DepartmentLEARN MORE—> Human Resources Department Finance Welcome to Townsquare! Corporate Resources Council and Administration Townsquare is a pre-configuration of M365 features.It is a proven best-practice- By-haws Meet Nre Mayor based implementation accelerator that n -._ :a hi 11 1.2. COLLABORATION AREAS The Collaboration Areas provide a location for City employees to store their content in a way that promotes findability and good records management practices. TownSquare's Information Architecture is built from best practices and based upon the learnings from numerous municipal implementations. Collaboration Sites are organized by Department, Division or Team within the Department. Sites are customized to meet security requirements and to facilitate content-driven business processes. 0 Finance Private group *Not following Home T Upload a Sync P1 Add shortcutto OneDrive T�Pinto Quick access Group by Document Type and Year" Accounts Payable Accounts Payable �w Accounts Receivables Shared wdh us > ❑ Name v Modified` Modified By Document T._ Year > Document Type:Levies Payable(20) Audits Employee and Council > Document Type:Membership Fee(20) ... Financial Statements Document Type:Receipt(36) r Ledgers and Journal F... �, Year:2022(12) Receipts ®D Scanned copies January 2022dou December 28.2022 13ef-It Admin Receipt 2022 Revenues Scanned copies Febnaary 2022.doex Dx ber28,2022 Default Ad- Receipt 2022 Security Deposits rlrS Scanned copies March 2022-don December2,2022 Default Ad— Receipt 2022 Team Meetings �A Scanned copies April 2022.doq December 2B,2022 Default Ad— Receipt 2022 TownSquare also includes a proprietary Implementation Methodology that allows StoneShare to rapidly deploy the solution throughout the City while simultaneously attaining elevated levels of user adoption. At its core, our methodology is premised on a best-practice principle that favors M365 PLATFORM CONFIGURATION OVER CUSTOMIZATION and leverages proven processes and best- practice documentation designed to reduce planning and management efforts. Because TownSquare resides on the City's M365 tenant, the solution offers high-availability, load balancing and real-time failover capabilities. Multiple servers, network nodes and load balancers ensure the solution to have a guaranteed 99.99% uptime. Z. PROPOSED PROJECT TEAM StoneShare's proposed delivery team is comprised of four (4) primary resources, all certified by Microsoft, in the roles of Engagement Manager, Project Manager, Technical Lead, and Functional Lead. This core team will be supported by numerous additional resources (not documented in this proposal) in the roles of Project Coordinator, Migration Specialist, and Quality Assurance Specialist. NAME ROLE AND RESPONSIBILITIES As the Engagement Manager, Erik will be responsible for the success of the Erik Mercier project, including the City's overall customer satisfaction. Erik will work closely with the City's Project Team to establish clear, attainable, and measurable objectives and ensure that the project is set up and managed to meet them. As the Project Manager, Marissa will be the central point of contact and be Marissa responsible for ensuring Wesley that planned activities, tasks, and deliverables are completed as scheduled. Marisa will also be responsible for tracking issues related to the completion of the planned activities, tasks, and NAME ROLE AND RESPONSIBILITIES deliverables and provide periodic reports to the City's Project Team, senior management, and if necessary, the Municipal Council. Yannick As the Technical Lead,Yannick will be responsible for leading all technical aspects Gallerneault of the system design, development, and implementation. Where appropriate, Yannick will also work with the City to review the current state of their technology environment and make recommendations where appropriate. As a Functional Lead, Chris will be responsible for the capturing and analyzing Chris Polak the City's requirements, providing system demonstrations, leading workshops, and training sessions, providing ongoing knowledge transfer, and supporting the City's staff after go-live. 4.1.1. STAFF RESUMES StoneShare's proposed delivery team is comprised of four (4) primary resources in the roles of Engagement Manager, Project Manager, Technical Lead, and Functional Lead. This core team will be supported by numerous additional resources (not documented in this proposal). ENGAGEMENT MANAGER/ TEAM LEAD - ERIK MERCIER Erik Mercier is a PMP Certified Project Manager with more than 20 F � years of practical experience in the Information Technology Sector as a Trainer, Functional Lead, Project Manager and Engagement Manager. Erik has been at StoneShare for more than 8 years and has successfully led 20 Erik 14-i r municipal M365-based implementation projects for StoneShare's customers in Canada and the United States. LOCAL GOVERNMENT MICROSOFT 365 PROJECT SUMMARY TABLE CUSTOMER— PROJECT PROJECT DATES TYPE Hastings County Engagement M365 07/2023-present Manager United Counties of Stormont, Dundas, and Engagement M365 12/2022 - present Glengarry Manager District of Muskoka Engagement M365 12/2021 - Present Manager City of Port Hope Engagement M365 02/2023 -10/2023 Manager Municipality of Red Lake Engagement M365 09/2022- 05/2023 Manager Township of North Dundas Engagement M365 08/2022-04/2023 Manager Township of North Glengarry Engagement M365 01/2023 - 04/2023 Manager Township of South Glengarry Engagement M365 01/2023 - 03/2023 Manager City of Orillia Engagement M365 02/2022 - 12/2022 Manager City of Cornwall Engagement M365 10/2021 - 10/2022 Manager Town of Cobourg Engagement M365 06/2021 - 03/2022 Manager United Counties of Prescott and Russell Engagement M365 03/2020 - 03/2022 Manager City of Owen Sound Engagement M365 01/2020 - 01/2022 Manager Township of Alfred Plantagenet Engagement M365 02/2020 - 09/2021 Manager Town of Banff Engagement M365 04/2019 - 03/2021 Manager Town of East Gwillimbury Engagement M365 08/2020 - 01/2021 Manager City of Bellevue Engagement M365 04/2019 - 02/2020 Manager City of Airdrie Engagement M365 04/2019 - 11/2019 Manager City of Clarence Rockland Engagement M365 04/2019 - 11/2019 Manager City of Tacoma Engagement M365 10/2017 - 09/2019 Manager For each project referenced above, responsibilities included (but were not limited to): • Responsible for escalating, monitoring, and resolving project issues. • Provided support and updates for ongoing or active incidents. • Provided incident reports with corrective actions as required. • Provided information related to patches, upgrades, and new releases. • Responsible for ensuring all contracted items were delivered and of high quality. • Participated on customer Steering Committee, as required. • Served as interface between customer and third-party vendors, as required. PROJECT MANAGER - MARISSA WESLEY Marissa Wesley is a PMP certified Project Manager with more than 9 years of practical experience in the Information Technology Sector. Marissa possesses more than 6 years of hands-on experience as a Project IQ Manager on Local Government projects. To date she has successfully led 22 MARISSA WESLEY,PMP municipal SharePoint-based M365-based implementation projects for StoneShare's customers in Canada and the United States. LOCAL GOVERNMENT MICROSOFT 365 PROJECT SUMMARY TABLE CUSTOMER ROLE PROJECTJL TYPE PROJECT DATE Hastings County Project Manager M365 07/2023-present United Counties of Stormont, Dundas, and Project Manager M365 12/2022 - present Glengarry District of Muskoka Project Manager M365 12/2021 - Present City of Port Hope Project Manager M365 02/2023 -10/2623 Township of South Glengarry Project Manager M365 01/2023 - 10 / 2023 Municipality of Red Lake Project Manager M365 09/2022- 05/2023 Township of North Dundas Project Manager M365 08/2022-04/2023 Township of North Glengarry Project Manager M365 01/2023 - 04/2023 City of Orillia Project Manager M365 02/2022 - 12/2022 City of Cornwall Project Manager M365 10/2021 - 10/2022 Town of Cobourg Project Manager M365 06/2021 - 03/2022 Town of Bracebridge Project Manager M365 03/2021 - 11/2021 City of Owen Sound Project Manager M365 01/2020 -01/2022 Town of Banff Project Manager M365 04/2019 - 03/2021 Town of Gravenhurst Project Manager M365 07/2020 - 02/2021 Town of East Gwillimbury Project Manager M365 08/2020 - 01/2021 CUSTOMER PROJECT PROJECT DATES City of Bellevue Project Manager M365 04/2019 - 02/2020 City of Airdrie Project Manager M365 04/2019 - 11/2019 County of Simcoe Project Manager M365 01/2018 - 11/2018 City of Tacoma Project Manager M365 10/2017 - 09/2019 City of Lethbridge Project Manager M365 07/2017 - 06/2018 City of Cambridge Project Manager M365 04/2017 - 02/2018 City of Brampton Project Manager M365 08/2016 - 03/2018 For each project referenced above, responsibilities included (but were not limited to): • Keep the customer's Project Manager informed of progress on a regular basis. • Provide the customer's Project Manager with copies of all correspondence. • Consult with the customer's Project Manager on potentially significant or controversial issues, options considered, and systems adopted. • Consult with the customer's Project Manager prior to deviations from standards, specifications, and procedures. • Consult with the customer's Project Manager prior to any significant schedule changes. • Implement quality assurance procedures throughout the work. • Submit monthly invoices and weekly project progress reports TECHNICAL LEAD - YANNICK GALLERNEAULT Yannick is a Microsoft 365 Certified Enterprise Administrator Expert with more than 12 years of practical experience in the Information ENTERPRISE �-.� ADMINISTRATOR Technology Sector. Yannick possesses more than 8 years of hands- on experience as a Technical Lead on Local Government projects. To date he has successfully YANNICK GALLERNEAULT participated on 22 municipal M365-based Implementation projects for StoneShare's customers in Canada and the United States. LOCAL GOVERNMENT MICROSOFT 365 PROJECT SUMMARY TABLE CUSTOM ROLE PROJECT PROJECT DATE United Counties of Stormont, Dundas, and Technical Lead M365 12/2022 - 12/2023 Glengarry District of Muskoka Technical Lead M365 12/2021 - 12/2023 Township of North Glengarry Technical Lead M365 01/2023 - 04/2023 Township of South Glengarry Technical Lead M365 01/2023 - 03/2023 United Counties of Stormont, Dundas, and Technical Lead M365 12/2022 - 03/2023 Glengarry City of Orillia Technical Lead M365 02/2022 - 12/2022 City of Cornwall Technical Lead M365 10/2021 - 10/2022 Town of Cobourg Technical Lead M365 06/2021 - 03/2022 Prescott - Russell Technical Lead M365 12/2019 - 03/2022 Town of Banff Technical Lead M365 04/2019 - 03/2021 Town of Gravenhurst Technical Lead M365 07/2020 - 02/2021 Town of East Gwillimbury Technical Lead M365 08/2020 - 01/2021 City of Bellevue Technical Lead M365 04/2019 - 03/2020 City of Airdrie Technical Lead M365 04/2019 - 11/2019 County of Simcoe Technical Lead M365 01/2018 - 11/2018 Town of Canmore Technical Lead M365 01/2018 - 10/2018 City of Tacoma Technical Lead M365 10/2017 - 09/2019 City of Lethbridge Technical Lead M365 07/2017 - 06/2018 City of Kawartha Lakes Technical Lead M365 07/2016 - 10/2017 York Regional Police Technical Lead M365 04/2016 - 10/2019 City of Cambridge Technical Lead M365 04/2017 - 02/2018 City of Brampton Technical Lead M365 02/2016 - 03/2018 For each project referenced above, responsibilities included (but were not limited to): • Reviewed existing technical infrastructure. • Set-up of the new technical environment. • Developed Technical Specifications. • Developed Technical Design and Integration documentation. • Installed, configured, and tested required software. • Ensured traceability to requirements. • Lead content migration planning, preparation, and migration activities. • Provided Reports where appropriate, including reports to measure compliance. • Ensured knowledge Transfer to customer IT resources. • Configured and implemented SharePoint/ M365 in accordance with approved design. • Migrated Sites and Documents, where appropriate. FUNCTIONAL LEAD / TRAINER - CHRIS POLAK M; ,,•F, Chris Polak is Microsoft certified Functional Lead and Trainer with E. .�. FoNDAMENTAI5 more than 8 years of practical experience as in the Information Technology Sector and more than 5 years of hands-on experience as a Functional Lead and Trainer on Local Government projects. To Chris Polak date he has successfully participated on ills&Analyst/Usill, 20 Municipal M365-based Implementation projects for StoneShare's municipal customers LOCAL GOVERNMENT MICROSOFT 365 PROJECT SUMMARY TABLE CUTOMER PROJECT P JECT DATES "HastiSngsCounty Functional Lead / M365 07/2023-present Trainer United Counties of Stormont, Dundas, and Functional Lead / M365 12/2022 — 09/2023 Glengarry Trainer District of Muskoka Functional Lead / M365 12/2021 — 10/2023 Trainer Township of North Glengarry Functional Lead / M365 01/2023 — 04/2023 Trainer Township of South Glengarry Functional Lead / M365 01/2023 — 03/2023 Trainer City of Orillia Functional Lead / M365 02/2022 — 12/2022 Trainer City of Cornwall Functional Lead / M365 10/2021 — 10/2022 Trainer Town of Cobourg Functional Lead / M365 06/2021 — 03/2022 Trainer City of Owen Sound Functional Lead / M365 01/2020 - 01/2022 Trainer Town of Banff Functional Lead / M365 04/2019 — 03/2021 Trainer Town of Gravenhurst Functional Lead / M365 07/2020 — 02/2021 Trainer City of Bellevue Functional Lead / M365 04/2019 — 03/2020 Trainer City of Airdrie Functional Lead / M365 04/2019 — 11/2019 Trainer City of Clarence-Rockland Functional Lead / M365 03/2019 — 12/2019 Trainer City of Bellevue Functional Lead / M365 04/2019 — 03/2020 Trainer City of Airdrie Functional Lead / M365 04/2019 — 11/2019 Trainer Strathcona County Functional Lead / M365 08/2018 — 08/2019 Trainer Town of Canmore Functional Lead / M365 02/2018 — 10/2018 Trainer For each project referenced above, responsibilities included (but were not limited to): • Captured, documented, and analyzed business requirements. • Contributed to System Design requirements traceability. • Documented the Information Architecture. • Facilitated and participated User Acceptance Testing. • Led Business User sessions and Business User training. • Provided subject matter expertise in the areas of M365 adoption. • Made recommendations where appropriate. • Provided input to Risk Assessment. • Participated in key project discussions. • Developed customized training materials and Business User documentation. • Provided training to Business Users and subject matter experts. 3. PROPOSED APPROACH To complete this project affordably and in a timely manner, StoneShare's approach to meeting the City's requirements includes the use of its TownSquare Solution Accelerator which includes standardized Information Architectures and a well-defined implementation methodology. 3.1. PROJECT SCOPE As such, StoneShare will be responsible and accountable for all project deliverables listed herein. The primary project deliverables are as follows: • Project Planning and Management • Current State Review (recommendations as necessary). • Stakeholder Interviews • Solution Design • Solution Configuration • Solution Validation • Systems Administrator Training • Site Owner/ User Training Optional items have also been included in this proposal including: • Change Management Planning • Governance Planning • Migration Planning • Department "Onboarding", including content migration • On-going Support 3.2. EXCLUSIONS The following items are excluded from the scope of this project: • Business Process Automation • Line of Business Systems Integration 3.3. DETAILED WORKPLAN AND ASSUMPTIONS In the pages that follow, StoneShare has provided a Deliverable Table containing the major Deliverables, Assumptions and Constraints that are included in a basic implementation of our TownSquare Solution. Deliverables are described in detail, listed chronologically, and separated by Project Phase for ease of reference. The deliverables, and their associated definitions, are provided in the Deliverables Table below. For clarify, the following applies: R = Responsible to performs the action/task. A = Accountable that the action/task is completed. C = Consulted before performing the action/task. I = Informed after performing the action/task. PROJECT ACTIVITY TABLE W lL TASK m /DELIVERABLE DESCRIPTIONS AND ASSUMPTIONS _ ~ V (h LU L Q W Z w Q O wLLO {A C StoneShare will configure a project collaboration site that will be used to centralize and maintain all Project information (Project Contacts, Calendars, Documents, Lists, Templates, Forms, and Checklists); automate Project processes such as Deliverable Approvals; and provide a formal mechanism for the City to exchange information and provide feedback. Project Assumptions/Constraints I R+A SharePoint Repository The Project Repository will be hosted by StoneShare. Site Deployment Only approved personnel from the City and StoneShare will have access. • The Project Repository will be populated collaboratively as required. • The Project Repository will remain open until contract close. • This task will be completed remotely. • This task does not require formal acceptance or sign-off. StoneShare will review and assess the City's current Intranet (SharePoint), against recognized best-practices implementation to better understand the Current State existing set-up and to inform recommendations for modernization. MS PPT Review and Assumptions/Constraints C R+A and Analysis The City will provide StoneShare with secure, independent remote Schedule access to the environment and sufficient privileges to perform the d required activities. Sessions • StoneShare will conduct one(1) session of up to two(2) hours to review findings. PROJECT ACTIVITY TABLE W lL TASK a m /DELIVERABLE DESCRIPTIONS AND ASSUMPTIONS _ Q U (h W W Z N a' O wU. • StoneShare will use its own format for this deliverable. • All sessions will be conducted remotely using Microsoft Team. • This deliverable requires formal acceptance or sign-off. StoneShare will conduct interviews with key stakeholders for the City's departments and committees to review relevant processes, pain points and identify opportunities for improvement. Assumptions/Constraints • StoneShare will conduct up to twenty (20) stakeholder sessions of up to Stakeholder ninety(90) minutes C R+A Scheduled Interviews StoneShare may request relevant information up to five (5) business Sessions days prior to interviews. • Upon completion StoneShare will conduct one(1)session of three(3) hours with the City's Project Team to present its findings. • All sessions will be conducted remotely using Microsoft Teams. • This task does not require formal acceptance or sign-off. StoneShare will develop a Project Plan and Schedule, in collaboration with the City,and iterate on both until finalized to the satisfaction of the City. Detailed Project Assumptions/Constraints C R+A MS Project Plan and StoneShare will provide a copy of the Project Plan in MS Project and PDF to Schedule the City. • Once finalized,the City will have five (5) days to review and approve this deliverable. • Once finalized, all changes to the Project Plan or Schedule will require a Change Request. PROJECT ACTIVITY TABLE 00 TASK w = QQ /DELIVERABLE DESCRIPTIONS AND ASSUMPTIONS u W Q W Z N OC O WJ U. O V) W C • StoneShare will manage the Project Plan and Schedule through to project completion. • This deliverable will be completed remotely. • This deliverable requires formal acceptance or sign-off. StoneShare will lead a project kick-off with members of the City's Project Team. Assumptions/Constraints Project Kick-Off StoneShare will prepare for, and conduct, one (1) meeting of up to one (1) C R+A MS Meeting hour. PowerPoint • The City will ensure that required project stakeholders are available. • This task will be completed remotely. • This task does not require formal acceptance or sign-off. StoneShare will conduct weekly status meetings to report on the overall status of the project, discuss current and upcoming deliverables, highlight risks or issues, identify and review action items, and answer questions. Following each Project Status Meeting, StoneShare will produce and deliver weekly Project Project Status Status Reports. I R+A Scheduled Meetings Assumptions/Constraints Sessions • StoneShare will conduct one(1) weekly Project Status Meeting of up to one (1) hour. • StoneShare will post Status Reports to the Project Repository Site upon completion. • This task will be completed remotely. • This task does not require formal acceptance or sign-off. DESIGN PHASE StoneShare will produce a Solution Design document that describes the logical and physical architectures by which the new Intranet will be implemented in SharePoint Online to meet the City's in-scope requirements. Assumptions/Constraints • The Solution Design will only leverage native functionality provided within Microsoft 365. • The Solution Design will include a section on Information Architecture. MS Word and • StoneShare will conduct up to two (2) sessions of up to two (2) hours to Scheduled Solution review this deliverable. C R+A Sessions Design The City will have five(5) business days to review and approve this deliverable. • StoneShare will use its format for this deliverable. • Changes to the Solution Architecture after formal acceptance/sign-off may be subject to a Change Request. • All activities will be completed remotely. • This deliverable requires formal acceptance or sign-off. CONFIGU Using its TownSquare accelerator in combination with out-of-the-box functionality provided by Microsoft's M365 platform, StoneShare will configure the City's M365 tenant in accordance with the Solution Architecture and Information Architecture. StoneShare will: Solution o Deploy a modern SharePoint Communication as a Hub Site Configuration ■ Create a Global Navigation on the Hub and SharePoint's Landing I R+A - Page ■ Promote it as the'Home Site" o Configure one(1)Communication Site Template for each department(as required). o Configure Departmental Collaboration Site(s),according to the TownSquare template,and as described in the Solution Design. o Configure News functionality in accordance with the Solution Design o Configure"Store Front"functionality in accordance with the Solution Design o Configure Classifieds functionality in accordance with the Solution Design Assumptions/Constraints • StoneShare will not populate content (images, text, calendars, etc.) on the Communications Sites • StoneShare will not migrate content from legacy locations to the new solution. • The City will provide StoneShare with secure, independent remote access to the environment and sufficient privileges to perform the required activities. • The City will be responsible for providing all content elements • StoneShare will perform QA activities. • This task will be completed remotely. • This task does not require formal acceptance or sign-off. StoneShare will conduct departmental Site review with members of each of the City's departments and divisions. Assumptions/Constraints: Site Review& StoneShare will conduct up to forty-five (45)sessions of up to two (2) C R+A Scheduled Acceptance hours Sessions • The structure will be reviewed but no changes will be made to the site templates. • The sites will not be populated with content at the time of review. • StoneShare will use its format for this deliverable. • The sessions will be conducted remotely using Microsoft Teams. • This deliverable requires formal acceptance or sign-off. System StoneShare will deliver a Systems Administration Training session to review Scheduled Administrator the operation and administration of SharePoint, and specific M365 features I R+A Sessions Training and functionality to support the Intranet Solution. Assumptions/Constraints • StoneShare will facilitate one (1) training sessions of up to three(3) hours. • Sessions are intended for IT staff and assume basic knowledge of Microsoft technologies and database operations. • The session will be limited to ten (10) attendees. • This task will be completed remotely. This task does not require formal acceptance or sign-off. StoneShare will deliver Site Owner Training sessions to review the operation and administration of their site. Training will include: • Editing Pages • Adding/Removing Content • Managing in-scope Web Parts • Adding/Removing a List • Adding/Removing a Columns • Managing the properties for types of columns(text, choice, date,etc.) • Adding/Removing Values in a Column • Setting Up Default Values for Columns Site Owner Managing Site Permissions Scheduled Training Managing Library Permissions I R+A Sessions • Managing the Site Navigation • Managing Views Assumptions/Constraints • StoneShare will facilitate up to five (5) training sessions of up to three(3) hours. • Sessions are intended for Site Owners/Site Administrators • The session will be limited to fifteen (15) attendees. • This task will be completed remotely. • This task does not require formal acceptance or sign-off. OPTIONAL DELIVERABLES StoneShare will provide the City with a Governance Plan template intended to accelerate the City's development of a customized M365 Governance Plan.The deliverable will include any, or all, of SharePoint sites for the following: • Roles and Responsibilities (user roles, compliance roles and administration roles) • Governance Policies for (M365, SharePoint, Teams, OneDrive, Exchange Online and Power Platform) including the following: • AD Groups for SharePoint • Auditing in M365 • Authentication for M365 Applications • Authorization for OneDrive content • Authorization in Exchange Online • Authorization in Power Platform • Authorization in SharePoint SharePoint Governance Authorization in TEAMS I R+A Sites and Plan Backup in M365 Scheduled • Branding Sessions • Content Ownership • Data Classification and managing sensitive content(sensitivity labels) • Data Loss Prevention (DLP) • Data Privacy • Decommissioning a TEAM • Decommissioning a Mailbox • Decommissioning a OneDrive Site • Decommissioning a Power App or Workflow • Decommissioning a SharePoint Site • Device Management and Mobile Device Management(MDM) • External Users Policies(guest users vs creating user accounts) • Governance Controls and Settings • Governance Tasks and Monitoring • Information Security in M365 • M365 Groups • Managing changes for M365 applications • Managing the SharePoint Information Architecture • Microsoft Search • Multi Factor Authentication (MFA) • Password creation and management • Permission Model in OneDrive • Permission Model in SharePoint • Provisioning a new Power App or Power Automate • Provisioning a new Team • Provisioning a OneDrive Site • Provisioning a SharePoint site • Provisioning an Exchange Online Mailbox • Retention and disposition in Exchange • Retention and disposition in OneDrive • Retention and disposition in Power Apps and Power Automate • Retention and disposition in SharePoint • Retention and disposition in TEAMS • Sharing content in Power Apps and Power Automate • Sharing in OneDrive • Sharing in TEAMS • Sharing in SharePoint • Social Media and Communications • Support for M365 applications • Training and Awareness • Acceptable Use Policy • User Provisioning • Basic Training Resources for M365, SharePoint,Teams,OneDrive, Exchange Online and Power Platform. Assumptions/Constraints: • StoneShare will demonstrate the Solution • StoneShare will conduct up to two (2) sessions of up to three (3) hours to review this deliverable. • The City will have five (5) business days to review and approve this deliverable. • StoneShare will provide a list of available elements for the City to choose from. • The City may select to implement some or all the Governance content, "as is", from StoneShare's environment. • StoneShare will migrate chosen elements to the City's M365 environment. • The City will be responsible for modifying templated content, as desired. • This deliverable requires formal acceptance or sign-off. (REPEATABLE PROCESS FOR EACH DEPARTMENTAL ONBOARDING) StoneShare will conduct a review of all departmental sites and repositories and conduct workshops with Content Experts from the department to review the relevance, purpose, content, and structure of each site. StoneShare will recommend content archiving, consolidation, deduplication, and deletion if/where appropriate. Scheduled Site Review Assumptions/Constraints: C R+A Sessions • StoneShare will conduct up to three(3)sessions of sixty(60) minutes each. • StoneShare will use its format for this deliverable. • The sessions will be conducted remotely. • This deliverable requires formal acceptance or sign-off. StoneShare will facilitate Content Experts in re-organizing and mapping their departmental content to the new Intranet structure. StoneShare will introduce the process, tools and assist Content Experts in preparing their content for migration. Assumptions/Constraints Scheduled Content StoneShare will prepare and present up to four(4) sessions of up to I R+A Sessions Mapping eight (8) hours in length. • The City will provide StoneShare with secure, independent remote access and sufficient privileges to perform the required activities. • The sessions will be conducted remotely. • This task does not require formal acceptance or sign-off. StoneShare will implement any changes to the departments sites resulting from Content Mapping activities. Assumptions/Constraints • The City will provide StoneShare with secure, independent remote access and sufficient privileges to perform the required activities. Configuration StoneShare will not reconfigure active Teams Sites. I R+A - Change(s) StoneShare will not reconfigure active Project Sites. • StoneShare will not configure Automated Workflows. • This task will be completed remotely. • This task does not require formal acceptance or sign-off. StoneShare will execute a content migration, in accordance with the Migration Plan. Upon completion StoneShare will validate that all content Departmental was migrated correctly. I R+A - Content Assumptions/Constraints Migration StoneShare will migrate up to 50,000 documents from Network Drives to the new solution. • Existing Workflows will not be migrated as part of this activity. • The City will provide StoneShare with secure, independent remote access and sufficient privileges to perform the required activities. • This task will be completed remotely. • This task does not require formal acceptance or sign-off. StoneShare will facilitate Content Experts in validating their site configuration and content migration, in accordance with the Migration Plan. Assumptions/Constraints • Each Validation session may include up to five(5) Content Experts. Site(s) StoneShare will prepare and present one (1) session of up to three (3) C R+A Scheduled Validation hours in length. Sessions • The City will provide StoneShare with secure, independent remote access and sufficient privileges to perform the required activities. • The sessions will be conducted remotely. • This deliverable reauires formal acceptance and sign-off. StoneShare will perform one(1)delta migration to migrate any recent documents that were added or modified in the Staging area since the initial Migration. Assumptions/Constraints: Delta The City will be responsible for removing access to the staging area prior C R+A - Migration to delta migration and for providing access to the live M365 sites after delta migration is complete. • The City's Content Experts will validate the delta migration upon completion of Training. • This task will be completed remotely. • This task does not require formal acceptance or sign-off. StoneShare will deliver Standard Operating Procedure (SOP)-based Scheduled Business User Training sessions for departmental Business Users covering the following C R+A Sessions Training elements: • Training Objectives • Terminology • Overview • Collaboration Site Navigation • Document Management • Creating Case document sets • Uploading a Document • Opening an existing document and saving as a new document • Searching for Documents • Creating Views and Alerts • Emailing links and attaching documents • Uploading email Assumptions/Constraints: • StoneShare will provide up to two (2) SOP-based Training sessions of up to three (3) hours for each Onboarding group. • Maximum of twenty-five (25)attendees in each session. • This task will be completed remotely. • This task does not require formal acceptance or sign-off. StoneShare will provide support for one (1) business days of live operation for each department following Business User Training. StoneShare will: • Receive assignments from and liaise with the City 's Service Desk organization. Post Go-Live Provide direct response to users with respect to problems or issues. Support and Perform remote coaching and on-the-spot resolution of adoption issues. C R+A Coaching Diagnose problems or issues in the Solution. • Resolve of problems or issues in the Solution. Assumptions/Constraints • The sessions will be conducted remotely. • This task does not require formal acceptance or sign-off. StoneShare will provide the City with one (1) year of post launch support for up to five (5) hours a month for a period of twelve (12) months. This will commence once all deliverables have been completed,including any additional On-Going deliverables added during the project. Support Assumptions/Constraints: C R+A - • Support is provided remotely • The City will designate and maintain a list of individuals who are permitted to create tickets on behalf of the City. • This task does not reauire formal acceptance or sign-off. 3.4. PROPOSED PROJECT SCHEDULE At this stage StoneShare does not provide a detailed Project Schedule with set dates as we have not yet had an opportunity to ensure those dates and timelines will work for the City. That said, StoneShare estimates that the Core Project will take twelve (12) weeks to complete. 3.5. PROPOSED PRICE AND BILLING SCHEDULE CORE PROJECT DELIVERABLES ESTIMATED BILLING MILESTONE FEE BILLING DATE Project Management and Planning Complete $19,750 Week 4 Design Phase Complete $10,000 Week 8 Configuration, Validation & Deployment $17,500 Week 11 Training $7,500 Week 12 Total $54,750 OPTIONAL DELIVERABLES ESTIMATED DELIVERABLE FEE BILLING DATE Governance Plan $7,500 TBD Internal Service Provider Onboarding $15,000 (each) TBD On-Going Support $10,500 TBD PRICING ASSUMPTIONS • All prices are in USD. • Applicable taxes excluded • Invoices will be due and payable NET 30 days from the presentation. PROFESSIONAL SERVICES AGREEMENT - 1 (Over$20,000) Exhibit B Insurance Requirements Consultant shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. Consultant shall procure and maintain for the duration of the contract insurance against claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent Consultants, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the 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. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. The Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable if all the Primary and Umbrella or Excess Policies shall provide all the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true 'following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. Technology Professional Liability Errors and Omissions insurance appropriate to the Consultant's profession and work hereunder, with limits not less than $1,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant, and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. Workers' Compensation coverage for the employees of Consultant and subcontractors as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no less than $1,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products-completed operations aggregate limit. Primary Non-Contributory Additional Insured coverage for the City of Kent, et. a/. PROFESSIONAL SERVICES AGREEMENT - 2 (Over$20,000) Technology Professional Liability Errors and Omissions insurance shall be written with limits no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. The above policy limits may be obtained with excess liability (umbrella) insurance. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. The Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of the Consultant's insurance policies and shall not contribute to the Consultant's insurance policies. 2. Consultant's insurer must deliver, or mail written notice of cancellation to the named insured at least forty-five (45) days before the effective date of the cancellation. The Consultant's insurance policy shall include an endorsement that provides the City with written notice of cancellation forty-five (45) days before the effective date of the cancellation. If Consultant's insurer fails to provide the City with a copy of the notice of cancellation endorsement, the Consultant must notify the City of any cancellation, nonrenewal or termination before the effective date of the cancellation. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) with respect to work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as an 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 claims are made or suit is brought, except with respect to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. The City waives no rights, and the Consultant is not excused from performance if Consultant fails to provide the City with a copy of the endorsement naming the City as a Primary Non-Contributory Additional Insured. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all the same insurance requirements as stated herein for the Consultant. PROFESSIONAL SERVICES AGREEMENT - 3 (Over$20,000) DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). • Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and Regulations". The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, 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 statements 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 I, 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. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter"Contractor") will comply with all Acts and the Regulations relative to non-discrimination, including those applicable to Federally-assisted programs of the U.S. Department of Transportation, State-assisted programs through the Washington State Department of Transportation, and generally under Washington's Law Against Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the EEO COMPLIANCE DOCUMENTS - 1 selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined applicable to contractor's contract by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); iii. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); EEO COMPLIANCE DOCUMENTS - 2 iv. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); viii. Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix. The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); X. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 7. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract's performance. By signing below, I agree to fulfill the five requirements referenced above. By: For: StoneShare Inc. Title: CEO Date: April 15, 2024 EEO COMPLIANCE DOCUMENTS - 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: Equal employment opportunity and non-discrimination in contracting 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. Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City, regardless of the value of the Agreement, are required to sign the City's Non-Discrimination Policy Declaration, prior to commencing performance. 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 coordinate with the City's Title VI coordinator, and perform 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 - 4 THE HARTFORD BUSINESS SERVICE CENTER THE 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 March 18, 2024 City of Kent 220 4TH AVE S KENT WA 98032 Account Information: Ll Contact Us Policy Holder Details : STONESHARE CORP Need Help? Chat online or call us at (866)467-8730. We're here Monday- Friday. Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team WLTRO05 * CERTIFICATE OF LIABILITY INSURANCE FAT3118 DIY4 03/18'MM1 024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NUTMEG INS AGENCY INC/PHS NAME: 76210797 PHONE (888)925-3137 FAX (A/C,No,Ext): (A/C,No): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio,TX 78251 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: Hartford Underwriters Insurance Company 30104 STONESHARE CORP INSURERB: Hartford Fire Insurance Company 19682 100 CHURCH ST RM 800 INSURER C: NEW YORK NY 10007-2621 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED $1 000 000 PREMISES Ea occurrence X General Liability MED EXP(Any one person) $10,000 A X 76 SBU AT8XNH 08/24/2023 08/24/2024 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 X JECT ❑LOC PRODUCTS-COMP/OPAGG $4,000,000 POLICY El PRO OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $2,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) A ALL OWNED SCHEDULED 76 SBU AT8XNH 08/24/2023 08/24/2024 BODILY INJURY(Per accident) AUTOS AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS X AUTOS (Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $4,000,000 EXCESS LIAB CLAIMS- AGGREGATE $4,000,000 A MADE 76 SBU AT8XNH 08/24/2023 08/24/2024 DED RETENTION$ 10,000 WORKERS COMPENSATION PER ROTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY Y/N E.L.EACH ACCIDENT PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N/A E.L.DISEASE-EA EMPLOYEE (Mandatory in NH) If yes,describe under E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS below B FailSafe Technology Errors or 76 SBU AT8XNH 08/24/2023 08/24/2024 Each Wrongful Act $1,000,000 Omissions Liability Aggregate Limit $2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Those usual to the Insured's Operations.Certificate holder is an additional insured per the Business Liability Coverage Form SL3032 attached to this policy.Severability of Interest Insurance applies separately to each interest against whom claim is made or suit is brought per the Business Liability Coverage Form SL 00 00,attached to this policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I�I'4160z__�14-17, ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD RMS ANDnI�E FailSafe® Epo`royFo � MyjFRoM G I G A NES arc+ E'EIMLI e n t e r p r i s e l i a b i l i t y �EN I Kv-i _ R��V,rare G/� EGU 1`l Declarations Page NG CE1AW 0 EsMus� Hartford Fire Insurance CompanyOKh���Su�N ORMS ANo�' ZN�N One Hartford Plaza, Hartford, CT 06155 WEVERI 1�E� S�pNDaNDSDF ��pNS• A stock insurance company, herein called the Insurer O rorl M1N1M�-, THIS POLICY CONTAINS CLAIMS MADE COVERAGE, WHICH MEANS THAT CLAIMS MUST BE FIRST MADE DURING THE POLICY PERIOD. ALSO, COVERED CLAIM EXPENSES PAYABLE UNDER THE POLICY REDUCE AND MAY COMPLETELY EXHAUST THE LIMITS OF LIABILITY. PLEASE READ THE POLICY CAREFULLY AND DISCUSS IT WITH YOUR AGENT OR BROKER. Policy Number 76 SBU AT8XNH 1. Named Insured Stoneshare Corp Address 100 CHURCH ST RM 800, NEW YORK, NY, 10007-2621 2. Policy Period Start Date 08/24/2023 End Date 08/24/2024 at 12:01 a.m. standard time at the address shown in item 1 above 3. Retroactive Date 08/24/2022 If the space above is left blank, coverage does not apply to any wrongful act committed before the Start Date stated in item 2 above. 4. Limits of Liability Each Wrongful Act Limit $1,000,000 Aggregate Limit $1,000,000 5. Retention Each Wrongful Act $5,000 6. Premium $1,814 7. Forms and Endorsements: This Declarations page, the policy and endorsements listed below and all changes later added to the policy by us in written endorsements constitute the entire insurance policy: FS 31 H900 00 1016 FS 31 H005 00 1016 HG 00 H129 00 1016 FS 00 G002 00 1016 FS 00 H137 00 1016 FS 00 H026 00 1016 HR 31 H001 07 1012 FS 00 G007 00 1016 FS 31 H004 00 1016 FS 00 H141 00 1016 RN 45 0001 00 0806 FS 00 H008 00 1016 FS 00 G003 00 1016 8. Producer Name NUTMEG INS AGENCY INC/PHS Address 8711 UNIVERSITY DRIVE EAST CHARLOTTE, NC 28213 U C�� 07/17/2023 Countersignature Date Authorized Representative FS 00 G002 00 1016 FailSafe GIGA® Release 4.0 Page 1 of 1 2-50002 ©2016, The Hartford THE HARTFORD 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 THE-A HARTFORD 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 'bur" 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 1 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE-A HARTFORD (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 2 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE-A HARTFORD (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 3 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD 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 4 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD 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: (1) "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; (i i) "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 5 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE-A HARTFORD 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: (1) 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 6 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD 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 7 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE-A HARTFORD (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". I. Damage To Your Product "Property damage" to"your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to"impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or"your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. 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 8 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD (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: (1) 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 9 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE-A HARTFORD (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: (1) 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 10 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE-A HARTFORD (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 11 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE-A HARTFORD 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 12 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE-A HARTFORD (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 13 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE-A HARTFORD 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 14 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE-A HARTFORD 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 15 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE-A HARTFORD (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 16 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE-A HARTFORD (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 17 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE-A HARTFORD 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 18 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE-A HARTFORD (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 19 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE-A HARTFORD (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 20 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE HARTFORD 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 21 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD 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; Form SL 30 32 06 21 Page 1 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in 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; (b) In the performance of your ongoing operations performed by you or on your behalf; 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 (i i) 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 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 Form SL 30 32 06 21 Page 2 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD damage", or"personal and advertising injury" arises out of the rendering of or the failure to render any professional service. 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 (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 30 32 06 21 Page 3 of 3 ©2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission)