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16-131.00 Right! Systems: IT Support AGREEMENT FOR PROFESSIONAL SERVICES Right! Systems,Inc. THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter"City"and Right Systems,Inc. ,hereinafter"Contracting Entity,"jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein the Parties agree as follows: 1.Work to Be Performed. Contracting Entity shall provide all labor,services and material to satisfactorily complete the attached Scope of Services. A. Administration. The City Manager or designee shall administer and be the primary contact for Contracting Entity. Prior to commencement of work, Contracting Entity shall contact the City Manager or designee to review the Scope of Services,schedule and date of completion. The Scope of Services is attached hereto as Exhibit 1. Upon notice from the City Manager or designee, Contracting Entity shall commence work, perform the requested tasks in the Scope of Services, stop work and promptly cure any failure in performance under this Agreement. B. Representations. The City has relied upon the qualifications of Contracting Entity in entering into this Agreement. By execution of this Agreement, Contracting Entity represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all current laws, rules and regulations which reasonably relate to the Scope of Services. No substitutions of agreed- upon personnel shall be made without the prior written consent of the City. Contracting Entity represents that the compensation as stated in paragraph 3 is adequate and sufficient compensation for its timely provision of all professional services required to complete the Scope of Services under this Agreement. Contracting Entity shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Contracting Entity shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City furnished information. C. Standard of Care. Contracting Entity shall exercise the degree of skill and diligence normally employed by architects, professional engineers or consultants performing the same or similar services at the time such services are performed. D. Modifications. The City may modify this Agreement and order changes in the work whenever necessary or advisable. Contracting Entity will accept modifications when ordered in writing by the City Manager or designee. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Contracting Entity shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by the City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by the City, but shall not continue longer than August 03, 2017, unless the time for performance is extended in writing by the P:\Information Technology\Documentation\Contracts\2016 06-Right Systems Inc contract.docx Page 1 of 6 Parties. Either party may terminate this Agreement for material breach after providing the other party with at least ten days' prior notice and an opportunity to cure the breach. The City may, in addition, terminate this Agreement for any reason by ten days' written notice to Contracting Entity. In the event of termination without breach,the City shall pay Contracting Entity for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. The City agrees to pay Contracting Entity $200.00 per hour as full compensation for everything done under this Agreement on a time and materials basis, not to exceed a total contract cost of $5,000.00 including any sales tax which may apply. Contracting Entity shall not perform any extra,further or additional services for which it will request additional compensation from the City without a prior written agreement for such services and payment therefor. 4. Payment. Contracting Entity shall be paid monthly upon presentation of an invoice to the City. Applications for payment shall be sent to the City Clerk at the below stated address. The City reserves the right to withhold payment under this Agreement which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services, City standards, City Code, and federal or state standards. 5. Notice. Notice shall be given in writing as follows: TO THE CITY: TO THE CONTRACTING ENTITY: Name: Christine Bainbridge, City Clerk Name: Right! Systems Inc. Phone Number: (509)921-1000 Phone Number: 1-800-571-1717 Address: 11707 East Sprague Ave, Suite 106 Address: 2600 Willamette Dr.NE, Suite C Spokane Valley, WA 99206 Lacey, WA 98516 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Contracting Entity warrants that its designs, construction documents, and services shall confirm to all federal, state and local statutes and regulations. 7. Relationship of the Parties. It is understood, agreed and declared that Contracting Entity shall be an independent contractor, and not the agent or employee of the City, that the City is interested in only the results to be achieved, and that the right to control the particular manner, method and means in which the services are performed is solely within the discretion of Contracting Entity. Any and all employees who provide services to the City under this Agreement shall be deemed employees solely of Contracting Entity. Contracting Entity shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 8. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Contracting Entity under this Agreement are and shall be the property of the City, and may be subject to disclosure pursuant to RCW 42.56 or other applicable public record laws. The written,graphic,mapped, photographic, or visual documents prepared by Contracting Entity under this Agreement shall, unless otherwise provided, be deemed the property of the City. The City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps, P:\Information Technology\Documentation\Contracts\2016 06-Right Systems Inc contract.docx Page 2 of 6 and copies in the form of computer files, for the City's use. The City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, drawings, images or other material prepared under this Agreement, provided that the Contracting Entity shall have no liability for the use of the Contracting Entity's work product outside of the scope of its intended purpose. 9.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Contracting Entity's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts,invoices,materials,payrolls and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 10.Insurance. Contracting Entity shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Contracting Entity, its agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance. Contracting Entity shall obtain insurance of the types described below: 1. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office(ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary,the policy shall be endorsed to provide contractual liability coverage. If use of vehicles pursuant to the Agreement is only incidental, and Contracting Entity will not transport any persons not directly related or affiliated with Contracting Entity, then Contracting Entity is only required to have automobile liability insurance to meet at least minimum Washington state requirements. 2. Commercial general liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under Contracting Entity's commercial general liability insurance policy with respect to the work performed for the City. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Contracting Entity shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. If Contracting Entity will not use its vehicles in the performance of this Agreement, automobile liability insurance is only required to meet Washington statutory minimum requirements. 2. Commercial general liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. P:\Information Technology\Documentation\Contracts\2016 06-Right Systems Inc contract.docx Page 3 of 6 C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for automobile liability, professional liability and commercial general liability insurance: 1. Contracting Entity'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 excess of Contracting Entity's insurance and shall not contribute with it. 2. Contracting Entity shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Contracting Entity. 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. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Contracting Entity shall furnish acceptable insurance certificates to the City at the time Contracting Entity returns the signed Agreement. The certificate shall specify all of the Parties who are additional insureds,and will include applicable policy endorsements,and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested,complete copies of insurance policies shall be provided to the City. Contracting Entity shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 11. Indemnification and Hold Harmless. Contracting Entity shall,at its sole expense, defend, indemnify and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors or omissions in the services provided by Contracting Entity, Contracting Entity's agents,subcontractors,subconsultants and employees to the fullest extent permitted by law, subject only to the limitations provided below. Contracting Entity's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees. Contracting Entity's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of(a)City or City's agents or employees, and(b) Contracting Entity,Contracting Entity's agents,subcontractors, sub consultants and employees, shall apply only to the extent of the negligence of Contracting Entity, Contracting Entity's agents, subcontractors, sub consultants and employees. Contracting Entity's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel-related costs, reasonable attorneys'fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs,fees for collection,and all other claim-related expenses. Contracting Entity specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers'compensation acts,disability benefit acts,or other employee benefits acts. Provided, that Contracting Entity's waiver of immunity under this provision extends only to claims P:\Information Technology\Documentation\Contracts\2016 06-Right Systems Inc contract.docx Page 4 of 6 against Contracting Entity by City, and does not include, or extend to, any claims by Contracting Entity's employees directly against Contracting Entity. Contracting Entity hereby certifies that this indemnification provision was mutually negotiated. 12. Waiver. No officer,employee,agent or other individual acting on behalf of either party has the power, right or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law,shall be taken and construed as cumulative,and in addition to every other remedy provided herein or by law. Failure of either party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 13. Assignment and Delegation. Neither party shall assign, transfer or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other party. 14.Subcontracts. Except as otherwise provided herein,Contracting Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the City. 15. Confidentiality. Contracting Entity may, from time to time, receive information which is deemed by the City to be confidential. Contracting Entity shall not disclose such information without the prior express written consent of the City or upon order of a Court of competent jurisdiction. 16. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between the City and Contracting Entity shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Contracting Entity agrees that it may, at the City's request,be joined as a party in any arbitration proceeding between the City and any third party that includes a claim or claims that arise out of,or that are related to Contracting Entity's services under this Agreement. Contracting Entity further agrees that the Arbitrator(s) decision therein shall be final and binding on Contracting Entity and that judgment may be entered upon it in any court having jurisdiction thereof. 17. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 18. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified or altered except in writing signed by the Parties hereto. 19. Anti-kickback. No officer or employee of the City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement,or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from any person with an interest in this Agreement. 20. Business Registration. Prior to commencement of work under this Agreement, Contracting Entity shall register with the City as a business. P:\Information Technology\Documentation\Contracts\2016 06-Right Systems Inc contract.docx Page 5 of 6 21.Severability. If any section,sentence,clause or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section,sentence,clause or phrase of this Agreement. 22.Exhibits. Exhibits attached and incorporated into this Agreement are: 1. Scope of Services 2. Insurance Certificates y,,zC The Parties have executed this Agreement this 3 f day of a 2016. CITY OF SPOKANE VALLEY Contracting Entity: If\kaAt, ectAL () .. NIA Mark Calhoun,Acting City Manager By: / Its: Authorized Representative ATTEST:- APPROVED AS TO FORM: AO Christine Bainbridge,City Clerk ' Offic o the City •tto y Exhibit 1—Scope of Services The Consultant shall report directly to the Finance Director or her designee and be on call as needed to assist the City in setup, installation and troubleshooting of all City owned IT Systems each at City Hall, Center Place and the Street Shop. P:\Information Technology\Documentation\Contracts\2016 06-Right Systems Inc contract.docx Page 6 of 6 ,...............MINN _ RIGHSYS-01 KKRUISWYK Ac: RLr CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1/19/2016 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 SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#CA#0658748 CONTNAME: ACT AHT Insurance PHONE 206 269-0122 FAX 206 269-0179 600 University Street#1300 Ma No,Ext):( ) (a/c,Not: ) Seattle,WA 98101 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIL# INSURERA:Atlantic Specialty Insurance Company 27154 INSURED INSURER B: Right!Systems Inc. INSURER C: 90 Cottonwood Ct.,Suite 1503 INSURERD: Eagle,ID 83616 INSURERE: 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 EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X 7110135670003 01/10/2016 01/10/2017 pREM SEs Ea occuence) $ 500,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PECOT- X LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: AUTOMOBILE LIABILITY Ea MBaBINEDISINGLE LIMIT $ 1,000,000 A X ANY AUTO _ X 7110135670003 01/10/2016 01/10/2017 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR _EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION X STATUTE OTH- ER AND EMPLOYERS'LIABILITY1,000,000 A ANY PROPRIETOR/PARTNER/EXECUTIVE YNN N 1 A 4060400360004 01/10/2016 01/10/2017 E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) *****Washington Stop Gap Coverage provided under the Workers Compensation Policy*"*** City of Spokane Valley is included as Additional Insured as respects to the General Liability and Auto Liability per the attached endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 11707 East Sprague Ave,Suite 106 Spokane,WA 99206 AUTHORIZED REPRESENTATIVE I ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. @VANTAGE FOR GENERAL LIABILITY TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provisions to determine the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Additional Insured—Broad Form Vendors 8. Coverage Territory—Worldwide 2. Additional Insured—by Contract,Agreement or 9. Duties in Event of Occurrence, Claim or Suit Permit relating to: 10. Expected or Intended Injury(PD) o Work performed by you 11. Incidental Medical Malpractice o Premises you own, rent, lease or occupy 12. Medical Payments o Equipment you lease 13. Mobile Equipment Redefined 3. Aggregate Limit Per Location 14. Newly Acquired or Formed Organizations 4. Blanket Waiver of Subrogation 15. Non-Owned Aircraft 5. Bodily Injury Redefined—Mental Anguish 16. Non-Owned Watercraft 6. Broadened Named Insured 17. Personal and Advertising Injury 7. Broadened Property Damage 18. Product Recall Expense o Borrowed Equipment 19. Supplementary Payments Increased Limits o Customers'Goods o Use of Elevators 1. ADDITIONAL INSURED—BROAD FORM VENDORS Section II—Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) (referred to below as vendor)with whom you agreed in a written contract or agreement to provide insurance, 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,subject to the following additional exclusions: a, This provision 1.does not apply to: (1) "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; (2) Any express warranty not authorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) 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; (5) 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; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) 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 (8) "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: (a) The exceptions contained in Subparagraphs 4.or 6.;or VCG 207 07 09 Includes copyrighted material of Insurance Services Office,Inc. Page 1 of 7 Copyright 2009,OneBeacon Insurance Group LLC INSURED (b) 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. (9) Any vendor, person or organization if the "products-completed operations hazard"is excluded either by the provisions of the Coverage Form or by endorsement. b. 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. 2. ADDITIONAL INSURED—CONTRACT,AGREEMENT OR PERMIT a. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organi- zation(s)with whom you agreed in a written contract,written agreement or permit to provide insurance such as is afforded under this Coverage Part, but only with respect to liability for"bodily injury","property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of"your work"for the additional insured(s) at the location designated in the contract, agreement or permit;or 2. In the maintenance,operation or use of equipment leased to you by such person(s)or organization(s),or 3. In connection with premises you own,rent,lease or occupy. This insurance applies on a primary or primary and non-contributory basis if that is required in writing by the contract,agreement or permit. b. The insurance provided to the additional insured herein is limited.This insurance does not apply: 1. Unless (a) the written contract,agreement or permit is currently in effect or becomes effective during the term of this policy;and (b) the contract or agreement was executed or permit issued prior to the "bodily injury", "property damage",or"personal and advertising injury"; 2. To any person or organization included as an insured under the Additional Insured - Broad Form Vendors provision of this endorsement; 3. To any person or organization included as an insured by an endorsement issued by us and made part of this Coverage Part; 4. To any person or organization if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or failure to render any professional architectural, engineering or surveying services by or for you including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys,field orders, change orders or drawings and specifications;or (b) Supervisory,inspection,architectural or engineering activities. 5. To any: (a) Lessor of equipment after the equipment lease terminates or expires;or (b) Owners or other interests from whom land has been leased;or (c) Managers or lessors of premises if: (1) The"occurrence"takes place after you cease to be a tenant in that premises;or (2) The "bodily injury", "property damage", "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. 6. To"bodily injury,or"property damage"occurring after (a) All work on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured at the site of the covered operations has been completed;or (b) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as part of the same project. Page 2 of 7 Includes copyrighted material of Insurance Services Office,Inc. VCG 207 07 09 Copyright 2009,OneBeacon Insurance Group LLC c. Limits of Insurance applicable to the additional insured are those specified in the contract, agreement or permit or in the Declarations of this policy,whichever is less, and fix the most we will pay regardless of the number of: 1. Insureds; 2. Claims made or"suits"brought;or 3. Persons or organizations making claims or bringing"suits". These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. 3. AGGREGATE LIMIT PER LOCATION a. Under Section III —Limits of Insurance, the General Aggregate Limit applies separately to each of your "locations"owned by or rented or leased to you. b. Under Section V—Definitions,the following definition is added: "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway,waterway or right-of-way of a railroad. 4. BLANKET WAIVER OF SUBROGATION Section IV — Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in "your work" or the "products-completed operations hazard". This waiver applies only to persons or organizations with whom you have a written contract, executed prior to the "bodily injury"or"property damage",that requires you to waive your rights of recovery. 5. BODILY INJURY REDEFINED—MENTAL ANGUISH Under Section V,the definition of"bodily injury"is replaced by the following: "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time. 6. BROADENED NAMED INSURED Section II—Who Is An Insured is amended to include as an insured the following: Any organization which is a legally incorporated entity in which you own a financial interest of more than 50 percent of the voting stock on the effective date of this endorsement will be a Named Insured until the 180th day or the end of the policy period, whichever comes first, provided there is no other similar insurance available to that organization. The insurance afforded herein does not apply to any entity which is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 7. BROADENED PROPERTY DAMAGE— BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF ELEVATORS The insurance for"property damage"liability is subject to the following: a. The Damage To Property exclusion under Section I Coverage A is amended as follows: 1. The exclusion for personal property in the care, custody or control of the insured does not apply to "property damage" to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. 2. The exclusions for (a) Property loaned to you; (b) Personal property in the care,custody or control of the insured;and (c) That particular part of any property that must be restored, repaired or replaced because "your work"was incorrectly performed on it do not apply to"property damage"to "customers' goods"while on your premises nor do they apply to "property damage"arising from the use of elevators at premises you own, rent, lease or occupy. Subject to the Each Occurrence Limit, the most we will pay for "property damage" to "Customers' Goods"is$35,000 per"occurrence". VCG 207 07 09 Includes copyrighted material of Insurance Services Office,Inc. Page 3 of 7 Copyright 2009,OneBeacon Insurance Group LLC b. Under Section V—Definitions,the following definition is added: "Customers'Goods"means goods of your customer on your premises for the purpose of being: 1. Repaired; or 2. Used in your manufacturing process. c. The insurance afforded by this provision is excess over any other valid and collectible property insurance (including any deductible) available to the insured whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance — Excess provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 8. COVERAGE TERRITORY—WORLDWIDE The definition of"coverage territory"is replaced by the following: "Coverage territory" means anywhere provided the insured's responsibility to pay damages must be determined in a settlement we agree to or in a "suit" on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 9. DUTIES IN THE EVENT OF OCCURRENCE,OFFENSE,CLAIM OR SUIT Section IV — Duties In The Event Of Occurrence, Claim or Suit is amended by adding the following paragraphs: a. The requirements that you must 1. notify us of an"occurrence"offense,claim or"suit"and 2. send us documents concerning a claim or"suit" apply only when such"accident"claim,"suit"or"loss"is known to: 1. You,if you are an individual; 2. A partner,if you are a partnership; 3. An executive officer of the corporation or insurance manager,if you are a corporation;or 4. A manager,if you are a limited liability company. b. The requirement that you must notify us as soon as practicable of an "occurrence"or an offense that may result in a claim does not apply if you report an "occurrence"to your workers compensation insurer which later develops into a liability claim for which coverage is provided by this policy. However, as soon as you have definite knowledge that the particular "occurrence" is a liability claim rather than a workers compensation claim,you must comply with the Duties In The Event Of Occurrence,Offense, Claim Or Suit Condition. 10. EXPECTED OR INTENDED INJURY(PROPERTY DAMAGE) The Expected Or Intended Injury exclusion under Coverage A Bodily Injury and Property Damage is replaced by: "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. 11. INCIDENTAL MALPRACTICE—EMPLOYED PHYSICIANS, NURSES, EMT'S AND PARAMEDICS a. Under Section II—Who Is An Insured,the paragraph that excludes an employee or volunteer worker as insured for"bodily injury"or"personal and advertising injury"arising out of his or her providing or failing to provide professional health care services does not apply to a physician,dentist, nurse,emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical,surgical,dental,x-ray or nursing services. b. The insurance afforded by this provision is excess over any other valid and collectible insurance whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance—Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 12. MEDICAL PAYMENTS—INCREASED LIMITS AND TIME PERIOD In the Insuring Agreement under Coverage C—Medical Payments,the requirement that expenses are incurred and reported to us within one year of the date of the accident is changed to three years. a. The Medical Expense Limit is $15,000 per person or the amount shown in the Declarations as the Medical Expense Limit,whichever is greater. b. This provision 12. does not apply if Coverage C— Medical Payments is otherwise excluded either by the provisions of the Coverage Form or by endorsement. Page 4 of 7 Includes copyrighted material of Insurance Services Office,Inc. VCG 207 07 09 Copyright 2009,OneBeacon Insurance Group LLC 13. MOBILE EQUIPMENT — SELF-PROPELLED SNOW REMOVAL, ROAD MAINTENANCE AND STREET CLEANING EQUIPMENT The following is added to the"mobile equipment"definition: Vehicles maintained primarily for purposes other than the transportation of persons or cargo that are self- propelled vehicles of less than 1,000 pounds gross vehicle weight with the following types of permanently attached equipment will be considered"mobile equipment": a. Snow removal; b. Road maintenance,but not construction or resurfacing;or c. Street cleaning. 14. NEWLY FORMED OR ACQUIRED ORGANIZATIONS Under Section II —Who Is An Insured, the time period limitation for newly acquired or formed organizations is replaced by: Coverage under this provision is afforded only until the end of the current policy period. 15. NON-OWNED AIRCRAFT The Aircraft,Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability does not apply to an aircraft that is: 1. Hired,chartered or loaned with a paid crew; and 2. Not owned by any insured. a. The insurance afforded by this provision 15. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 16. NON-OWNED WATERCRAFT • a. Section II—Who Is An Insured is amended to include as an insured for any watercraft that is covered by this policy, any person who,with your expressed or implied consent, either uses or is responsible for the use of a watercraft. However, no person or organization is an insured with respect to: 1. "Bodily injury"to a co-"employee"of the person operating the watercraft;or 2. "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. b. In the exception to the Aircraft, Auto Or Watercraft exclusion under Coverage A Bodily Injury And Property Damage Liability,the limitation on the length of a watercraft is increased to 55 feet. c. The insurance afforded by this provision 16. is excess over any other valid and collectible insurance (including any deductible or Self Insured Retention) available to the insured, whether such insurance is primary, excess, contingent or on any other basis. Any payments by us will follow the Other Insurance - Excess Insurance provisions in the COMMERCIAL GENERAL LIABILITY CONDITIONS. 17. PERSONAL AND ADVERTISING INJURY The following exclusions under the definition of"personal and advertising injury"are amended as follows: a. Insureds In Media Type Businesses "Personal and advertising injury"committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or developing content of websites for others. However, this exclusion does not apply to paragraphs 14 a., b. and c. of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you is not by itself,considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or maintains for others. VCG 207 07 09 Includes copyrighted material of Insurance Services Office,Inc. Page 5 of 7 Copyright 2009,OneBeacon Insurance Group LLC 18. PRODUCT RECALL EXPENSE With respect to this Provision 18., the Recall Of Products, Work Or Impaired Property exclusion under Coverage A Bodily Injury And Property Damage Liability is deleted. a. The following is added to Section III -Limits Of Insurance section: 1. The Limits of Insurance shown in the Product Recall Schedule and rules below fix the most we will pay regardless of the number of (a) Insureds; (b) "Covered recalls"initiated;or (e) Number of"your products"recalled. 2. The Product Recall Aggregate Limit is the most we will reimburse you for the sum of all"product recall expenses"incurred for all"covered recalls"initiated during the policy period. 3. Subject to 2. above,the Each Product Recall Limit is the most we will reimburse you for the sum of all "product recall expenses"arising out of any one "covered recall"for the same defect or deficiency. 4. Subject to 3. above,we will pay only the amount of"product recall expenses"in excess of the deductible amount shown in the Product Recall Schedule. Products Recall Schedule Limits of Insurance Product Recall Aggregate Limit $50,000 Each Product Recall Limit $25,000 Each Product Recall Deductible $1,000 If any limits and deductible other than those above are shown in the Declarations as the Products Recall Expense Limits, the amounts shown in the Declarations will replace the Limits of Insurance and deductible provided for this coverage. The Limits of Insurance for this coverage apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. b. The following is added to the Duties In The Event Of Occurrence, Offense, Claim Or Suit provision under Section IV—Conditions: You must see to it that the following are done in the event of an actual or anticipated"covered recall"that may result in "product recall expense": 1. Give us prompt notice of any discovery or notification that "your product" must be withdrawn or recalled. Include a description of"your product"and the reason for the withdrawal or recall; 2. Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance; 3. As often as may be reasonably required, permit us to inspect"your product'that demonstrates the need for the "covered recall" and permit us to examine your books and records. Also permit us to take damaged and undamaged samples of "your products" for inspection, testing and analysis; and permit us to make copies from your books and records; 4. Send us a signed, sworn, proof of loss containing the information we requested to settle the claim. You must do this within 60 days after our request.We will supply you with the necessary forms;and 5. Permit us to examine any insured under oath, while not in the presence of any other insured and at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records. In the event of an examination, an insured's answers must be signed. Page 6 of 7 Includes copyrighted material of Insurance Services Office,Inc. VCG 207 07 09 Copyright 2009,OneBeacon Insurance Group LLC c. The following definitions are added to the Definitions Section: 1. "Covered recall" means a recall made necessary because the insured or a government body has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your .product"has resulted in or will result in"bodily injury"or"property damage". 2. "Product Recall Expense"means: (a) The following necessary and reasonable expenses you incur exclusively for the purpose of recalling"your product": (1) For communications, including radio or television announcements or printed advertisements including stationery,envelopes and postage; (2) For shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3) For remuneration paid to your regular"employees"for necessary overtime; (4) For hiring additional persons, other than your regular"employees"; (5) Incurred by"employees",including transportation and accommodations; (6) To rent additional warehouse or storage space;or (7) For disposal of "your products", but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid "bodily injury"or"property damage"as a result of such disposal, but "product recall expenses" does not include costs of regaining your market share, goodwill, revenue or profit. (b) "Product Recall Expense"does not include any expenses resulting from: (1) Failure of any product to accomplish its intended purpose; (2) Breach of warranties of fitness,quality,durability or performance; (3) Loss of customer approval,or any cost incurred to regain customer approval; (4) Redistribution or replacement of "your product" which has been recalled by like products or substitutes; (5) Caprice or whim of the insured; (6) A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance;and (7) Recall of "your products"that have no known or suspected defect solely because a known or suspected defect in another of"your products"has been found 19. SUPPLEMENTARY PAYMENTS—INCREASED LIMITS Under Section I—Coverages,Supplementary Payments—Coverages A and B, paragraphs 1.b.and 1.d.are replaced by the following: b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. 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. VCG 207 07 09 Includes copyrighted material of Insurance Services Office,Inc. Page 7 of 7 Copyright 2009,OneBeacon Insurance Group LLC THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ABSOLUTE EXCLUSION - ASBESTOS LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM This insurance does not apply to: 1. "Bodily injury","property damage" or"personal and advertising injury" arising out of or alleged to have risen out of: a. exposure to asbestos, asbestos fiber,or any material containing asbestos or asbestos products;or b. the removal of asbestos,asbestos fiber,or any material containing asbestos or asbestos products, including, without limitation, (1) the costs of asbestos removal;or (2) "property damage"in the course of effecting such removal. We shall not be obligated to investigate, or defend the insured against any claim for any liability described above which is asserted against any insured or to pay any judgment entered against any insured for such liability. VCG 302 07 07 Includes copyrighted material of Insurance Services Office,Inc. Page 1 of 1 Copyright 2007,OneBeacon Insurance Group LLC INSURED THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. @VANTAGE FOR AUTOMOBILE ' This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following schedule lists the coverage extensions provided by this endorsement. Refer to the individual provi- sions to determine the extent of your coverage. SCHEDULE OF COVERAGE EXTENSIONS 1. Additional Insured By Contract 12. Employee Hired Autos 2. Airbag Discharge 13. Fellow Employee Exclusion 3. Auto Theft Reward 14. Glass Repair—Waiver of Deductible 4. Blanket Waiver of Subrogation 15. Hired Auto Physical Damage Coverage 5. Bodily Injury Redefined—Mental Anguish 16. Lease Gap Coverage 6. Broad Form Named Insured 17. Liability Coverage—Supplementary Payments 7. Communications Equipment 18. Newly Formed or Acquired Organizations 8. Diminution in Value 19. Physical Damage—Transportation Expenses 9. Drive Other Car—Executive Officers 20. Rental Reimbursement—Private Passenger 10. Duties In The Event of Accident,Claim,Suit or Loss Vehicles 11. Employees As Insureds 21. Towing—Any Covered Auto 1. ADDITIONAL INSURED BY CONTRACT The Who Is An Insured provision under SECTION II — LIABILITY COVERAGE is amended to include as an additional "insured"any person or organization with whom you agreed in a written contract, written agreement or permit,to provide insurance such as is afforded under this Coverage Form. Such person or organization is an insured" only with respect to liability for"bodily injury" or"property damage" caused, in whole or in part by your maintenance,operation or use of your covered"autos". With respect to the insurance afforded to these additional"insureds",this insurance does not apply: a. Unless the written contract or agreement has been executed or the permit has been issued prior to the "bodily injury"or"property damage"; b. To any person or organization included as an"insured"by endorsement or in the Declarations;or c. To any lessor of"autos"when their contract or agreement with you for such leased"auto"ends. 2. AIRBAG DISCHARGE If you purchased physical damage coverage for a covered "auto" under this policy, we will pay to reset or re- place an airbag that accidentally discharges without the vehicle being involved in an accident. No deductible applies to this additional coverage. However, this coverage only applies if the airbag is not covered under a manufacturer's warranty and you did not intentionally cause the airbag to discharge. 3. AUTO THEFT REWARD We will pay up to a$2,000 reward in the event of a covered loss,for information leading to the arrest and con- viction of anyone stealing a covered"auto".A reward will not be paid to you,a family member, employee or any public official while performing their duty. 4. BLANKET WAIVER OF SUBROGATION The Transfer Of Rights of Recovery Against Others To Us condition under SECTION IV — BUSINESS AUTO CONDITIONS,paragraph A.LOSS CONDITIONS is replaced by the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of the operation of a covered "auto"when you have assumed liability for such "bodily injury" or "property damage" under an "insured contract", provided the contract is in writing and executed prior to the"bodily injury"or"property damage". 5. BODILY INJURY REDEFINED—MENTAL ANGUISH The definition of"bodily injury"under SECTION V—DEFINITIONS is replaced by the following: "Bodily injury"means bodily injury,sickness, or disease sustained by a person,including mental anguish or death resulting from any of these at any time. VCA 201 01 09 Includes copyrighted material of Insurance Services Office,Inc. Page 1 of 5 Copyright 2004,OneBeacon Insurance Group LLC INSURED 6. BROAD FORM NAMED INSURED a. The Who Is An Insured provision under SECTION II—LIABILITY COVERAGE is amended to include the following: Any organization which is a legally incorporated entity in which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Form will be a Named Insured until the 180t day or the end of the policy period whichever comes first, provided there is no other similar insurance avail- able to that organization. b. Paragraph a. oVthis provision 6. does not apply to "bodily injury" or "property damage" for which an "insured"is also an "insured"under any other automobile policy or would be an"insured"under such a pol- icy,but for its termination or the exhaustion of its Limit of Insurance. 7. COMMUNICATIONS EQUIPMENT a. The exclusion for electronic equipment under Exclusions of SECTION Iii—PHYSICAL DAMAGE COVER- AGE does not apply to loss of any permanently installed, non-removable communications equipment de- signed for use as a: 1. Citizen's band radio; 2. Two-way mobile radio or telephone; 3. Scanning monitor receiver;or 4. GPS Navigation System, including its antenna and other accessories. b. No Deductible applies to this additional coverage. c. The most we will pay for this coverage is$5,000 per occurrence. 8. DIMINUTION IN VALUE The "diminution in value" exclusion under SECTION Ill — PHYSICAL DAMAGE COVERAGE, B. Exclusions does not apply if the covered"auto"is a private passenger"auto" and is leased, rented, hired or borrowed with- out a driver for a period of 30 days or less and is used in the conduct of the insured's business.The most we will pay for"loss"arising out of an"accident"is the lesser of$7,500 or 20%of the actual cash value of the"auto"as determined by Kelley Blue Book or other independent valuation sources. 9. DRIVE OTHER CAR—EXECUTIVE OFFICERS a. The Who Is An Insured provision under SECTION I1—LIABILITY COVERAGE is amended to include: If you are designated in the Declarations as: 1. An individual;you and your spouse. 2. A partnership;your partners and their spouses. 3. An organization other than an individual or a partnership;your"executive officers"and their spouses. b. SECTION II—LIABILITY COVERAGE and SECTION III—PHYSICAL DAMAGE COVERAGE are extended to include "autos"you don't own, hire, lease or borrow while in the care, custody or control of an "insured" listed in 9.a.This does not include any"auto": 1. Owned by any"insured"listed in 9.a.,or any member of their household,including anysuch"auto"that is owned but not insured; 2. Used by an "insured"listed in 9.a.while working in the business of selling,servicing, repairing or parking autos;or 3. Insured under another policy of insurance. If Medical Payments, UninsuredlUnderinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are covered on this policy, then insureds listed in 9.a. above and family members residing in the same households are"insureds"while: 1. Occupying as a passenger;or 2. A pedestrian when struck by, any "auto" you do not own, hire, lease or borrow, except any "auto" owned by that "insured" listed in 9.a, their family members or an"auto"insured under any other policy. c. The limits and deductibles applicable to this provision will be the largest applicable to any owned "auto"for the specific insurance. Page 2 of 5 Includes copyrighted material of Insurance Services Office,Inc. VCA 201 0109 Copyright 2004,OneBeacon Insurance Group LLC d. The following definition is added to the DEFINITIONS section of the policy: "Executive officer"means a person holding any of the officer positions created by your charter, constitu- tion,by-laws or any similar governing document. e. The Other Insurance Condition, under Section IV—BUSINESS AUTO CONDITIONS, does not apply to the provisions of this Drive Other Car endorsement. There is no "other insurance" applicable to this en- dorsement. 10. DUTIES IN THE EVENT OF ACCIDENT,CLAIM,SUIT OR LOSS Under SECTION IV—BUSINESS AUTO CONDITIONS—the Duties In The Event Of Accident,Claim,Suit Or Loss Condition is amended as follows: The requirements that you must: a. Notify us of an"accident",claim,"suit"or"loss";and b. Send us documents concerning a claim or"suit', apply only when such"accident",claim,"suit"or"loss"is known to: a. You,if you are an individual; b. A partner,if you are a partnership; c. An executive officer of the corporation or insurance manager,if you are a corporation;or d. A manager,if you are a limited liability company. 11. EMPLOYEES AS INSUREDS COVERAGE is changed byaddingthe The Who is An Insured provision under SECTION II LIABILITY g fol- lowing: Any"employee"of yours while using a covered"auto"you don't own,hire or borrow in your business or your personal affairs.This coverage is excess over any other collectible insurance. 12. EMPLOYEE HIRED AUTOS The following is added to the Who Is An Insured Provision: An"employee"of yours is an "insured"while operating an "auto"hired or rented under a contact or agreement in that"employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. For purposes of this coverage grant, paragraph 5.b. of the Other Insurance Condition in the Business Auto Coverage Form is replaced by the following: b. For Hired Auto Physical Damage Coverage,the following are deemed to be covered"autos"you own: 1. Any covered"auto"you lease,hire,rent or borrow;and 2. Any covered "auto" hired or rented by your"employee" under a contract in that individual "employee's" name,with your permission,while performing duties related to the conduct of your business. However,any"auto"that is leased, hired,rented or borrowed with a driver is not a covered"auto". This coverage is excess over any other collectible insurance. 13. FELLOW EMPLOYEE EXCLUSION The Fellow Employee exclusion under SECTION II —LIABILITY COVERAGE does not apply if the "bodily in- jury" results from the use of a covered "auto" you own or hire. This coverage is excess over any other insur- ance. 14. GLASS REPAIR—WAIVER OF DEDUCTIBLE Under paragraph D.—Deductible—of SECTION III—PHYSICAL DAMAGE COVERAGE,the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 15. HIRED AUTO—PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" under SECTION II — LIABILITY COVERAGE and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this policy for any"auto"you own,then SECTION III—PHYSICAL DAMAGE COVERAGE is extended to"autos"you hire,subject to the following limit: The most we will pay for"loss"to any hired"auto"is the lesser of: a. $75,000 for"autos"of the private passenger type and$50,000 for all other"autos"; VCA 201 01 09 Includes copyrighted material of Insurance Services Office,Inc. Page 3 of 5 Copyright 2004,OneBeacon Insurance Group LLC b. The actual cash value;or c. The cost of repairing or replacing it with other property of like kind or quality. The deductible will be equal to the largest deductible applicable to any owned "auto"for that coverage. No de- ductible applies to"loss"caused by fire or lightning. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered"auto"you own. We will also cover loss of use of the hired"auto"if the following conditions are met: a. It results from an accident; b. You are legally liable;and c. The lessor incurs an actual financial loss. The most we will pay for this loss of use coverage is$1,000 per"accident". 16. LEASE GAP COVERAGE Under paragraph C.Limit of Insurance—of SECTION III—PHYSICAL DAMAGE COVERAGE,the following is added: If a covered"auto"is leased,we will also pay the difference between the actual cash value of a covered "auto" at the time of"loss"and the remaining balance on your lease if the following conditions are met: a. The"auto"has a long term lease and is covered on this policy, b. The lessor is added as an Additional insured in a written lease agreement. c. You are legally obligated for the remaining balance. We will not pay for any amounts representing excess wear and tear charges;additional mileage charges;taxes; overdue payments;penalties,interest or charges resulting from overdue payments;or lease termination fees. 17. LIABILITY COVERAGE EXTENSIONS—SUPPLEMENTARY PAYMENTS Under SECTION II—LIABILITY COVERAGE,the Coverage Extension for Supplementary Payments is revised as follows: a. The limit for the cost of bail bonds is amended to$3,500. b. The limit for reasonable expenses incurred by the"insured"is amended to$500 a day. 18. NEWLY FORMED OR ACQUIRED ORGANIZATIONS a. The Who Is An Insured provision under SECTION II— LIABILITY COVERAGE is amended to include as an "insured"any organization that is formed or acquired by you and over which you maintain majority own- ership. b. Paragraph a.of this provision 18.does not apply to any organization: 1. That is a joint venture or partnership; 2. That is an"insured"under any other policy; 3. That has exhausted its Limit of Insurance under any other policy;or 4. 180 days or more after its acquisition or formation by you, unless you have given us notice of the acqui- sition or formation. c. Paragraph a.of this provision 18.does not apply to"bodily injury"or"property damage"that results from an "accident"that occurred before you formed or acquired the organization. 19. PHYSICAL DAMAGE—TRANSPORTATION EXPENSES COVERAGE Under SECTION III — PHYSICAL DAMAGE Coverage Extensions, the limit for Transportation Expenses is amended to$75 per day and the maximum is amended to$2,250. 20. RENTAL REIMBURSEMENT We will pay for rental reimbursement expenses incurred by you for the rental of an"auto"of the private passen- ger type because of"loss"to a"covered auto" of the private passenger type. Payment applies in addition to the otherwise applicable amount of each coverage you have on a"covered auto".No deductibles apply to this coverage. We will pay those expenses incurred during the policy period beginning 24 hours after the "loss" and ending, regardless of the policy's expiration,six(6)days after the"loss". Page 4 of 5 Includes copyrighted material of Insurance Services Office,Inc. VCA 201 01 09 Copyright 2004,OneBeacon Insurance Group LLC Payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred. 2. The maximum daily payment of$25 for any one day. This coverage does not apply while there are spare or reserve"autos"available to you. If 'loss" results from the total theft of the private passenger "auto", we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the PHYSICAL DAM- AGE COVERAGE Extension. 21. TOWING—COVERED AUTOS • Under SECTION III—PHYSICAL DAMAGE COVERAGE,Coverage for Towing is amended as follows: a. This coverage a lies to anycovered "auto" for which apremium charge for towingand labor is shown in PPg the Schedule or in the Declarations. b. The limit is$100. VCA 20101 09 Includes copyrighted material of Insurance Services Office,Inc. Page 5 of 5 Copyright 2004,OneBeacon Insurance Group LLC COMMERCIAL UMBRELLA LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you"and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words"we,""us"and"our"refer to the company providing this insurance. The word"insured"means any person or organization qualifying as such under WHO IS AN INSURED (SECTION 11). Other words and phrases that appear in quotation marks have special meaning. Refer to DEFINITIONS (SECTION V). SECTION I—COVERAGES We agree with you in consideration of the payment of premium and in reliance upon your statements in the Declarations and subject to the Limit of Insurance shown in the Umbrella Declarations, and all the exclusions, terms and conditions of this policy as follows: COVERAGE A.BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay on behalf of the insured the "Ultimate Net Loss" in excess of the "retained limit" because of "bodily injury" or "property damage"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 SUPPLEMENTARY PAYMENTS—COVERAGES A and B. We will have the right and duty to defend the insured against any"suit"seeking damages for such "bodily injury"or"property damage", but: (1) The amount we will pay for"Ultimate Net Loss" is limited as described in SECTION III — LIMITS OF INSURANCE; (2) We may,at our discretion,investigate any"occurrence"that may involve this insurance and settle any resultant claim or"suit", for which we may have the duty to defend; (3) Our duty to defend applies only to "suits" not covered by any "Underlying Insurance" shown in the Umbrella Declarations or by any other insurance or when the limits of "Underlying Insurance" have been exhausted; (4) When we have no duty to defend,we will have the right to defend, or to participate in the defense of, the insured against any other"suit"seeking damages to which this insurance may apply. However,we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage"to which this insurance does not apply,and; (5) Our right and duty to defend end when we have exhausted the applicable Limit of Insurance by payment of judgments or settlements under Coverages A or B. b. This insurance applies to"bodily injury"and"property damage"only if (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The"bodily injury"or"property damage"occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II —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. c. "Bodily injury" or"property damage"which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II — Who Is An Insured or any"employee"authorized by you to give or receive notice of an"occurrence"or claim,includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. VCU 100 07 09 Includes copyrighted material of Insurance Services Office,Inc. Page 1 of 19 Copyright 2009,OneBeacon Insurance Group LLC INSURED RIGHSYS-01TMALONEY DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 01/11/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). License # CA#0658748 CONTACT PRODUCER NAME: AHT Insurance PHONEFAX (206) 269-0122(206) 269-0179 (A/C, No, Ext):(A/C, No): 600 University Street #1300 E-MAIL Seattle, WA 98101 ADDRESS: INSURER(S) AFFORDING COVERAGENAIC # Atlantic Specialty Insurance Company27154 INSURER A : INSURED INSURER B : Right! Systems Inc. INSURER C : 90 Cottonwood Ct., Suite 1503 INSURER D : Eagle, ID 83616 INSURER E : INSURER F : COVERAGESCERTIFICATE 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. POLICY EFFPOLICY EXP INSRADDLSUBR TYPE OF INSURANCEPOLICY NUMBERLIMITS (MM/DD/YYYY)(MM/DD/YYYY) LTRINSDWVD A 1,000,000 X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE$ 500,000 DAMAGE TO RENTED X 711013567000401/10/201701/10/2018 CLAIMS-MADEOCCUR X $ PREMISES (Ea occurrence) 15,000 MED EXP (Any one person)$ 1,000,000 PERSONAL & ADV INJURY$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ 2,000,000 X PRO- POLICYLOC PRODUCTS - COMP/OP AGG$ JECT OTHER:$ A 1,000,000 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY $ (Ea accident) X 711013567000401/10/201701/10/2018 X ANY AUTO BODILY INJURY (Per person)$ OWNEDSCHEDULED AUTOS ONLYAUTOSBODILY INJURY (Per accident)$ PROPERTY DAMAGE HIREDNON-OWNED (Per accident)$ AUTOS ONLYAUTOS ONLY $ UMBRELLA LIAB OCCUR EACH OCCURRENCE$ EXCESS LIAB CLAIMS-MADE AGGREGATE$ DEDRETENTION$ $ A PEROTH- X WORKERS COMPENSATION STATUTEER AND EMPLOYERS' LIABILITY Y / N 406040036000501/10/201701/10/2018 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N N / A OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) *Washington Stop Gap Coverage provided under the Workers Compensation Policy* City of Spokane Valley is included as Additional Insured as respects to the General Liability and Auto Liability per the attached endorsements. CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 11707 East Sprague Ave, Suite 106 Spokane, WA 99206 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD