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20-126.00 Ogden Murphy Wallace: Cable TV Issues
Contract No. 02D-/ 4 AGREEMENT FOR PROFESSIONAL SERVICES OGDEN MURPHY WALLACE,PLLC THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Ogden Murphy Wallace, PLLC hereinafter "Consultant," jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services,attached as Exhibit B. A.Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services, schedule, and date of completion. Upon notice from the City Manager or designee, Consultant 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. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant 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 City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom,and City shall not be responsible for discovering deficiencies therein. Consultant 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. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may request modifications to this Agreement and request changes in the work whenever necessary or advisable. The City and Consultant shall review such request, and Consultant will accept such modifications, so long as the additional work is within the scope of Consultant's area of practice, the Consultant has the ability to perform such services, and the performance of such services does not violate the Rules of Professional Conduct. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain (ERZ2173873.DOC;4/13125.080002/}Agreement for Professional Services(with professional liability coverage)Page 1 of 9 Contract No. 020'/)6 in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by December 31,2021, unless the time for performance is extended in writing by the Parties. Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days' prior notice and an opportunity to cure the breach. City may, in addition, terminate this Agreement for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant an agreed upon hourly rate up to a maximum amount of$5,000.00 as full compensation for everything done under this Agreement, as set forth in Exhibit C. Consultant shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4.Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below-stated address. City reserves the right to withhold payment under this Agreement for that portion of the work (if any) 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. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge,City Clerk Name: Elana R.Zana—Ogden Murphy Wallace Phone: (509)720-5000 Phone: (206)442-1308 Address: 10210 East Sprague Avenue Address: 901 Fifth Avenue, Suite 3500 Spokane Valley, WA 99206 Seattle, WA 98164 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. Consultant states that its designs, construction documents, and services shall conform to all federal,state,and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of {ERZ2173873.DOC;4/13125.080002/}Agreement for Professional Services(with professional liability coverage)Page 2 of 9 Contract No. cQ0—/c 4. federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification;and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal,state,or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this Agreement. 8. Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City, that 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 Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. 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 Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10. 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 Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, 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. 11. Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, employees, or subcontractors. A.Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 1. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 {ERZ2I73873.DOC;4/I3125.080002/}Agreement for Professional Services(with professional liability coverage)Page 3 of 9 Contract No. a0—I2 co or a substitute form providing equivalent liability coverage. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop-gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Professional liability insurance appropriate to Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $1,000,000 for each occurrence,and$2,000,000 for general aggregate. 3. Professional liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2. Consultant shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. 3. If Consultant maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Consultant from the City. {ERZ2173873.DOC;4/I3125.080002/}Agreement for Professional Services(with professional liability coverage)Page 4 of 9 Contract No. .V0—/2 6 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, Consultant shall furnish acceptable insurance certificates to the City Clerk at the time Consultant returns the signed Agreement, which shall be Exhibit D. The certificate shall specify all of the parties who are additional insureds, and shall 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 City. Consultant shall be financially responsible for all pertinent deductibles,self-insured retentions,and/or self-insurance. 12. Indemnification and Hold Harmless. Consultant 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, 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 Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law,subject only to the limitations provided below. Consultant's duty to defend, indemnify, and hold City harmless shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence or willful misconduct of City or City's agents or employees pursuant to RCW 4.24.115. Consultant's duty to defend, indemnify,and hold City harmless 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) Consultant, Consultant's agents, subcontractors, subconsultants, and employees shall apply only to the extent of the negligence of Consultant, Consultant's agents, subcontractors, subconsultants, and employees. Consultant's duty to defend, indemnify, and hold City harmless shall include, as to all claims, demands, losses,and liability to which it applies,reasonable attorneys'fees,court costs and fees for collection. Consultant 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 Consultant's waiver of immunity under this provision extends only to claims against Consultant by City, and does not include, or extend to, any claims by Consultant's employees directly against Consultant. Consultant hereby certifies that this indemnification provision was mutually negotiated. 13. 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. A waiver in one instance shall not 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 (ERZ2 I 73873.DOC;4/13125.080002/}Agreement for Professional Services(with professional liability coverage)Page 5 of 9 Contract No. 010 Agreement or any part thereof. 14. 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 prior written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may, from time-to-time,receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. 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). 19. 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. 20. Anti-kickback. No officer or employee of 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. 21. Business Registration. Consultant shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 22. 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. 23.Exhibits. Exhibits attached and incorporated into this Agreement are: A. Assurance of compliance with applicable federal law. B. Scope of Services C. Fee proposal D. Insurance Certificates {ERZ2I73873.DOC;4/13125.080002/}Agreement for Professional Services(with professional liability coverage)Page 6 of 9 Contract No. a0—go) -04 The Parties have executed this Agreement this day of JtAvle2. , 20 CITY OF SPOKAN VALLEY Consjultant: Mark Calhoun, City Manager By: t vAr'3"- Its: Authorized Representative W ATT T p 1piettiQCQ ' A Christine Bainbridge, City Clerk: APPROVED AS TO FORM: (b_ Offic f the City omey (ERZ2173873.DOC;4/13125.080002/)Agreement for Professional Services(with professional liability coverage)Page 7 of 9 Contract No. 020'/ 1.0 Exhibit A—Scope of Services Based upon their discussion of the City's business matters,the City and Consultant have agreed that Consultant shall provide legal advice pertaining to cable franchise negotiations and cable-related City code updates. {ERZ2 I 73873.DOC;4/I 3125.080002/)Agreement for Professional Services(with professional liability coverage)Page 8 of 9 Contract No. o2O- /02/p Exhibit B—Fee Schedule The City shall be billed for the Consultant's services on an hourly basis. Consultant's Elana Zana and Scott Snyder will bill at $385.00 per hour. Consultant's member attorneys' rates range from $320.00 to $385.00 per hour, with associate billing ranges ranging from $205.00 to $255.00 per hour and paralegals' rates ranging from $l 95.00 to$225.00 per hour. (ER22173873.DOC;4/13125.080002/}Agreement for Professional Services(with professional liability coverage)Page 9 of 9 City of Spokane Valley 10210 East Sprague Avenue Spokane Valley, WA 99206 1 of 24 (CAM00) THIS PAGE INTENTIONALLY LEFT BLANK 20`2 (CAM00) 7 ® DATE(MM/DD/YYYY) AR o CERTIFICATE OF LIABILITY INSURANCE 06/22/2020 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 CONTACT NAME: Parker,Smith&Feek,Inc. PHONE 253-359 9700 FAx 1707 Dock Street INC.E-MAILo.Extl: (A/C,No): Tacoma,WA 98402 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: National Fire Ins.Hartford INSURED INSURER B: Continental Casualty Company Ogden Murphy Wallace P.L.L.C. 901 5th Avenue Suite 3500 INSURER C: First Specialty Insurance Corp. Seattle,WA 98164 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 EFF POLICY EXP LIMITS LTRINSR WVD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) A GENERAL LIABILITY B6021110700 06/01/2020 06/01/2021 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED 300,000 X COMMERCIAL GENERAL LIABILITY X X PREMISES(Ea occurrence) $ CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 X Host Liquor PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 4,000,000 7 POLICY PRO- JECT X LOC $ A AUTOMOBILE LIABILITY B6021110700 06/01/2020 06/01/2021 (a aoc deDISINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per accident) B UMBRELLA LIAB X OCCUR B6020078431 06/01/2020 06/01/2021 EACH OCCURRENCE $ 1,000,000 I( EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 DED X RETENTION$ 10,000 $ A WORKERS COMPENSATION B6021110700 WC LIMITS OTH- AND EMPLOYERS'LIABILITY y/N **WA Stop Gap06/01/2020 06/01/2021ER 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVEE.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 2000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liability FINA337011863001 06/01/2020 06/01/2021 Limit:$1,000,000 Each Claim Retention: Lawyers Professional Liability $50,000 Each Claim DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if mom space is required) City of Spokane Valley is an additional insured and coverage is primary and non-contributory on the general liability policy per the attached endorsements/forms. Waiver of subrogation applies on the general liability policy per the attached endorsements/forms. 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. City of Spokane Valley 10210 East Sprague Avenue AUTHORIZED REPRESENTATIVE Spokane Valley,WA 99206 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 3 of 24 (CAM00) THIS PAGE INTENTIONALLY LEFT BLANK 0`24 icnMooi SB146932F CNA (Ed.6-16) (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the slate or government agency or subdivision or political subdivision; or (b) "Bodily injury"or"property damage"included within the"products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract", we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization .whom you are required to include as an additional insured, but only with respect Io such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury"cause by: a. Your acts or omissions;or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a.through i. above. Such additional insured is an insured solely for"bodily injury", "property damage" or "personal and advertising injury"for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For"bodily injury,""property damage,"or"personal and advertising injury'arising out of the rendering or failure to render any professional services: (2) For"bodily injury"or "property carnage" included in the "products-completed operations hazard." But this provision (2)does not apply to such"bodily injury"or"property damage"if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the"written contract"; and (b) the "written contract" requires you to make the person or organization an additional insured for such"bodily injury"or"property damage or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional insured coverage provided under paragraphs A.and B. above: 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract"requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: a. Is currently in effect or becomes effective during the term of this policy;and b. Was executed prior to SB146932F (6-16) Page 4 of 7 Copyright CNA All Rights Reserved. THIS PAGE INTENTIONALLY LEFT BLANK 6 of 24 (CAN100) 58146932F CNA (Ed. 6-16) (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company)of the insured;and (2) Not directly or indirectly related to the employment, prospective employment. past employment or termination o`employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment prospective employment, past employment or termination of employment of any person by any insured. (17)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. F. Personal and Advertising Injury-Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: 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, lanciord or lessor. G. Waiver of Subrogation—Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932F(6-16) Page 7 of 7 Copyright CNA All Rights Reserved. THIS PAGE INTENTIONALLY LEFT BLANK 8 of 24 (CAM00) SB-300000-D CNA (Ed. 04/14) BUSINESSOWNERS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words`you"and "your" refer to the Named Insured shown in the Declarations. The words "we," "us"and"our"refer to the company providing the insurance. The word"insured" means any person or organization qualifying as such under Section C.—Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION F — LIABILITY DEFINITIONS. A. Coverages (c) Prior to the policy period, no insured 1. Business Liability (Bodily Injury, Property listed under Paragraph C.1. Who Is AnDamage, Personal and Advertising Injury) i and no "employee" authorized b by you to give or receive a. We will pay those sums that the insured notice of an "occurrence" or claim, becomes legally obligated to pay as damages knew that the "bodily injury' or because of "bodily injury,' "property damage" "property damage" had occurred, in or "personal and advertising injury" to which whole or in part. If such a listed this insurance applies. We will have the right insured or authorized "employee' and duty to defend the insured against any knew, prior to the policy period, that "suit" seeking those damages. However, we the 'bodily injury' or "property will have no duty to defend the insured damage" occurred, then any against any"suit"seeking damages for"bodily continuation,change or resumption of injury," "property damage" or "personal and such "bodily injury" or "property advertising injury," to which this insurance damage" during or atter the policy does not apply. We may at our discretion, period will be deemed to have been investigate any "occurrence' or any offense known before the policy period. and settle any claim or "suit"that may result. (2) To "personal and advertising injury' But: caused by an offense arising out of your (1) The amount we will pay for damages is business, but only if the offense was limited as described in Section D — committed in the "coverage territory Liability And Medical Expenses Limits Of during the policy period. Insurance;and c. "Bodily injury" or "property damage" which (2) Our right and duty to defend ends when occurs during the policy period and was not, we have used up the applicable limit of prior to the policy period, known to have insurance in the payment of judgments or occurred by any insured listed under Section settlements or medical expenses to which C,1. Who Is An Insured or any "employee" this insurance applies. authorized by you to give or receive notice of an "occurrence" or claim, includes any No other obligation or liability to pay sums or perform acts or services is covered unless continuation, change or resumption of "bodily injury" or "property damage" after the end of explicitly provided for under Coverage the policy period. Extension—Supplementary Payments. d. "Bodily injury" or "property damage" will be b. This insurance applies: deemed to have been known to have (1) To "bodily injury' and "property damage" occurred at the earliest time when any insured only if: listed under Section C.1. Who Is An Insured or any "employee" authorized by you to give (a) The 'bodily injury" or "property or receive notice of an"occurrence"or claim: damage" is caused by an "occurrence" that takes place in the (1) Reports all, or any part, of the 'bodily "coverage territory"; injury"or "properly damage" to us or any other insurer; (b) The "bodily injury" or "property damage" occurs during the policy (2) Receives a written or verbal demand or period, and claim for damages because of the 'bodily injury'or"property damage": or SB-300000-D Includes copyrighted material of Insurance Services Wine,Inc,with its permission Page 1 of 16 (Ed.04/14) SB-300000-D (Ed. 04114) (3) Becomes aware by any other means that (2) If we defend an insured against a "suit' "bodily injury" or "property damage" has and an indemnitee of the insured is also occurred or has begun to occur. named as a party to the "suit," we will e. Damages because of "bodily injury" include defend that indemnitee if all of the following conditions are met damages claimed by any person or organization for care, loss of services or death (a) The "suit" against the indemnitee resulting at any time from the"bodily injury." seeks damages for which the insured f. Coverage Extension — Supplementary has assumed the liability of the Payments indemnitee in a contract or agreement that is an "insured (1) In addition to the Limit of Insurance of contract"; Liability we will pay, with respect to any (b) This insurance applies to such claim we investigate or settle, or any liability assumed by the insured, "suit"against an insured we defend: (a) All expenses we incur. (C) The obligation to defend, or the cost of the defense of, that indemnitee, (b) Up to $1,000 for cost of bail bonds has also been assumed by the required because of accidents or insured in the same "insured traffic law violations arising out of the contract"; use of any vehicle to which Business Liability Coverage for "bodily injury" (d) The allegations in the "suit" and the applies. We do not have to furnish information we know about the these bonds. "occurrence'are such that no conflict appears to exist between the (c) The cost of bonds to release interests of the insured and the attachments, but only for bond interests of the indemnitee: amounts within our Limit of (e) The indemnitee and the insured ask Insurance. We do not have to furnish us to conduct and control the defense these bonds. of that indemnitee against such 'suit" (d) All reasonable expenses incurred by and agree that we can assign the the insured at our request to assist us same counsel to defend the insured in the investigation or defense of the and the indemnitee;and claim or"suit,"including actual loss of (f) The indemnitee: earnings up to$250 a day because of time off from work. (i) Agrees in writing to: s (e) Ali court costs taxed against the i. Cooperate with us in the insured in the "suit." However, these investigation, settlement or payments do not include attorneys' defense of the "suit": fees or attorney expenses taxed ii. Immediately send us copies against the insured. of any demands, notices, (f) Prejudgment interest awarded summonses or legal papers against the insured on that part of the received in connection with judgment we pay. If we make an offer the"suit"; to pay the Limit of Insurance, we will iii. Notifyanyother insurer _ not pay any prejudgment interest whos coverage is available based on that period of time after the g offer. to the indemnitee; ane (g) All interest on the full amount of any iv. Cooperate with us with judgment that accrues after entry of respect to coordinating other the judgment and before we have applicable insurance paid, offered to pay, or deposited in available to the indemnitee; court the part of the judgment that is and within our Limit of Insurance. (ii) Provides us with written These payments will not reduce the authorization to: Limits of Insurance. SB-300000-D Includes copyrighted mwterat of Insurance Seni ces Office.Inc. with its permission: Page 2 of 16 (Ed.04/14) SB-300000-D (Ed. 04/14) i. Obtain records and other applicable Limit of Insurance. We will pay information related to the reasonable expenses for: "suit";and (1) First aid administered at the time of an ii. Conduct and control the accident, defense of the indemnitee in such"suit." (2) Necessary medical. surgical, x-ray and dental services, including prosthetic (3) So long as the above conditions are met. devices; and attorneys' fees incurred by us in the defense of that indemnitee, necessary (3) Necessary ambulance, hospital, litigation expenses incurred by us and professional nursing and funeral services. necessary litigation expenses incurred by B. Exclusions the indemnitee at our request will be paid as Supplementary Payments. 1. Applicable To Business Liability Coverage Notwithstanding the provisions of This insurance does not apply to: Paragraph B.1.b.(2) Exclusions in Section B - EXCLUSIONS, such payments will a. Expected Or Intended Injury not be deemed to be damages for"bodily "Bodily injury" or"property damage"expected injury"and"property damage"and will not or intended from the standpoint of the insured. reduce the limits of insurance. This exclusion does not apply to "bodily Our obligation to defend an insured's injury" resulting from the use of reasonable indemnitee and to pay for attorneys' fees force to protect persons or property. and necessary litigation expenses as b. Contractual Liability Supplementary Payments ends when: "Bodily injury" or'property damage" for which (a) We have used up the applicable limit the insured is obligated to pay damages by of insurance in the payment of reason of the assumption of liability in a judgments or settlements;or contract or agreement. This exclusion does (b) The conditions set forth above, or the not apply to liability for damages: terms of the agreement described in (1) That the insured would have in the f.above are no longer met. absence of the contract or agreement;or 2. Medical Expenses (2) Assumed in a contract or agreement that a. We will pay medical expenses as described is an "insured contract," provided the below for "bodily Injury" caused by an "bodily injury" or "property damage" accident occurs subsequent to the execution of the contract or agreement. Solely for the (1) On premises you own or rent; purposes of liability assumed in an (2) On ways next to premises you own or "insured contract," reasonable attorney rent;or fees and necessary litigation expenses incurred by or for a party other than an (3) Because of your operations; insured are deemed to be damages provided that: because of "bodily injury" or "property damage,"provided: (a) The accident takes place in the "coverage territory" and during the (a) Liability to such party for, or for the policy period; cost of, that partys defense has also been assumed in the same "insured (b) The expenses are incurred and contract";and reported to us within one year of the (b) Such attorney fees and litigation date of the accident; and expenses are for defense of that (c) The injured person submits to party against a civil or alternative examination, at our expense, by dispute resolution proceeding in physicians of our choice as often as which damages to which this we reasonably require. insurance applies are alleged. b. We will make these payments regardless of c. Liquor Liability fault. These payments will not exceed the "Bodily injury" or"property damage" for which any insured may be held liable by reason of: SB-300000-D Includes copyrighted matenal of Insurance Services Office.Inc,with iIs permission Page 3 of 16 (Ed.04/14) SB-300000-D (Ed.04/14) (1) Causing or contributing to the intoxication migration, release or escape of of any person, "pollutants': (2) The furnishing of alcoholic beverages to a (a) At or from any premises, site or person under the legal drinking age or location which is or was at any lime under the influence of alcohol; or owned or occupied by, or rented or loaned to, any insured. However, this (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use subparagraph does not apply to: of alcoholic beverages. (i) "Bodily injury" if sustained within This exclusion applies even if the claims a building and caused by smoke, allege negligence or other wrongdoing in: fumes, vapor to soot from equipment used to heat. cool or (a) The supervision, hiring, employment, dehumidify the building or training or monitoring of others by an equipment that is used to heat insured;or water for personal use by the buildings occupants or their (b) Providing or failing to provide guests; transportation with respect to any person that may be under the influence of alcohol (ii) "Bodily injury' or 'property damage" for which you may be This exclusion applies only if you are in the held liable,if you are a contractor business of manufacturing, distributing, ana the owner or lessee of such selling, serving or furnishing alcoholic premises, site or location has beverages. been added to your policy as an d. Workers'Compensation And Similar Laws additional insured with respect to your ongoing operations Any obligation of the insured under a workers' performed for that additional compensation, disability benefits or insured at that premises, site or unemployment compensation law or any location and such premises, site similar law. or location is not and never was owned or occupied by, or rented e. Employer's Liability or loaned to, any insured, other 'Bodily Injury"to: than that additional insured;or (1) An "employee" of the insured arising out (iii) "Bodily injury" or "property of and in the course of: damage" arising out of heat, smoke or fumes from a "hostile (a) Employment by the Insured;or fire": iri (b) Performing duties related to the (b) At or from any premises, site or conduct of the insured's business;or location which is or was at any time (2) The spouse, child, parent, brother or used by or for any insured or others sister of that "employee as a for the handling, storage, disposal, t-i consequence of(1)above. processing or treatment of waste; This exclusion applies: (c) Which are or were at any time transported. handled, stored, treated, (1) Whether the insured may be liable as an disposed of. or processed as waste employer or in any other capacity;and by or for: (2) To any obligation to share damages with (i) Any insured;or or repay someone else who must pay = damages because of the injury. (ii) Any person or organization for whom you may be legally This exclusion does not apply to liability responsible;or assumed by the insured under an "insured = contract." (d) At or from any premises, site or location on which any insured or any f. Pollution contractors or subcontractors working (1) `Bodily injury" or "property damage" directly or indirectly on any insured's arising out of the actual, alleged or behalf are performing operations If threatened discharge,dispersal, seepage, the "pollutants" are brought on or to the premises, site or location in SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.with its permission Page 4 of 16 (Ed.04/14) SB-300000-D (Ed.04/14) connection with such operations by a. Request, demand, order or statutory such insured, contractor or or regulatory requirement that any subcontractor. However, this insured or others test for, monitor, subparagraph does not apply to: clean up, remove, contain, treat, (i) "Bodily injury" or "property detoxify or neutralize, or in any way respond to, or assess the effects of, damage" arising out of the escape of fuels, lubricants or "pollutants";or other operating fluids which are b. Claim or "suit" by or on behalf of a needed to perform the normal governmental authority for damages electrical, hydraulic or because of testing for, monitoring, mechanical functions necessary cleaning up, removing. containing, for the operation of "mobile treating, detoxifying or neutralizing,or equipment" or its parts, if such in any way responding to, or fuels, lubricants or other assessing the effects of,"pollutants." operating fluids escape from a vehicle part designed to hold. However, this paragraph does not apply store or receive them. This to liability for damages because of exception does not apply if the "property damage" that the insured would "bodily injury" or "property have in the absence of such request, damage" arises out of the demand, order or statutory or regulatory intentional discharge, dispersal requirement or such claim or "sutt" by or or release of the fuels, lubricants on behalf of a governmental authority. or other operating fluids, or if g. Aircraft,Auto Or Watercraft such fuels, lubricants or other operating fluids are brought on or "Bodily injury" or "property damage" arising to the premises, site or location out of the ownership, maintenance, use or with the intent that they be entrustment to others of any aircraft,"auto" or discharged, dispersed or watercraft owned or operated by or rented or released as part of the loaned to any insured. Use includes operation operations being performed by and"loading or unloading." such insured, contractor or This exclusion applies even if the claims subcontractor: allege negligence or other wrongdoing in the (II) "Bodily injury or "property supervision, hiring, employment, training or damage" sustained within a monitoring of others by an insured, if the building and caused by the 'occurrence" which caused the "bodily injury' release of gases, fumes or or "property damage" involved the ownership, vapors from materials brought maintenance, use or entrustment to others of into that building in connection any aircraft, "auto" or watercraft that is owned with operations being performed or operated by or rented or loaned to any by you or on your behalf by a insured. contractor or subcontractor;or This exclusion does not apply to: (Hi) "Bodily injury" or 'property (1) An aircraft that is: damage" arising out of heat, smoke or fumes from a "hostile (a) Hired, chartered, or loaned with a fire." paid crew; but (e) At or from any premises, site or (b) Not owned by any insured: location on which any insured or any (2) A watercraft while ashore on premises contractors or subcontractors working You own or rent, directly or indirectly on any insured's behalf are performing operations if (3) A watercraft you do not own that is: the operations are to test for, monitor, clean up, remove, contain, treat, (a) Less than 51 feet long; and detoxify or neutralize, or in any way (b) Not being used to carry persons or respond to, or assess the effects of, property for a charge; "pollutants.' (4) Parking an"auto" on, or on the ways next (2) Any loss, cost or expense arising out of to, premises you own or rent, provided any. SB-300000-D includes copyrighted material of Insurance Services Office,Inc.,with its penmssior. Page 5 of 16 (Ed.04/14) SB-300000-D (Ed.04/14) the "auto" is not owned by or rented or (6) Any service. treatment, advice or loaned to you or the insured; instruction for the purpose of appearance or skin enhancement, hair removal or (5) Liability assumed under any "insured replacement or personal grooming; contract" for the ownership, maintenance or use of aircraft or watercraft.or (7) Optometry or optical or hearing aid (6) "Bodily injury" or "property damage" services including the prescribing, arising out of the operation of any of the preparation, fitting, demonstration or arising following of the distribution of ophthalmic lenses and similar products or hearing aid devices; (a) Cherry pickers and similar devices (8) Body piercing services; mounted on automobile or truck chassis and used to raise or lower (9) Services in the practice of pharmacy; workers; and (10)Veterinary medicine services; (b) Air compressors, pumps and (11)Mortician services; and generators, including spraying, welding, building cleaning, (12)Services rendered in connection with the geophysical exploration, lighting and creation and/or development, well servicing equipment. modification, or repair of "software," h. Mobile Equipment including, but not limited to design, specifications, system or "software" "Bodily injury" or "properly damage" arising configuration and consultation. out of This exclusion applies even if the claims (1) The transportation of "mobile equipment" allege negligence or other wrongdoing in the by an "auto" owned or operated by or supervision, hiring, employment, training or rented or loaned to any insured;or monitoring of others by an insured, if the (2) The use of "mobile equipment" in, or "occurrence" which caused the 'bodily injury' while in for, ori while being or "property damage." or the offense which n practice any prearranged racing. caused the "personal and advertising injury," speed,preparedd for,ol,tion or stunting aetivitr involved the rendering or failure to render any professional service. War k. Damage To Property "Bodily injury" or "property damage" due to "Property damage"to: war, whether or not declared, or any act or condition incident to war. War includes civil (1) Property you own, rent or occupy, war, insurrection, rebellion or revolution, This including any costs or expenses incurred exclusion applies only to liability assumed by you, or any other person, organization under a contract or agreement or entity, for repair, replacement, enhancement, restoration or maintenance J. Professional Services of such property for any reason, including "Bodily injury," "property damage," "personal prevention of injury to a person or and advertising injury" caused by the damage to another's property; rendering or failure to render any professional (2) Premises you sell, give away or abandon, service. This includes but is not limited to: if the"property damage" arises out of any (1) Legal, accounting or advertising services; part of those premises; (2) Preparing, approving,or failing to prepare (3) Property loaned to you; or approve maps, drawings, opinions, (4) Personal property in the care. custody or reports, surveys. change orders, designs control of the insured; or specifications; (3) Supervisory. inspection or engineering (5) Thal particular part of real property on services; which you or any contractor or subcontractor working directly or SIMS (4) Medical, surgical, dental, x-ray or nursing indirectly on your behalf is performing services treatment,advice or instruction; operations, if the "property damage" (5) Any health or therapeutic service arises out of those operations,or treatment,advice or instruction; SB-300000-D Includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 6 of 16 (Ed. 04/14) SB-300000-D (Ed.04/14) (6) That particular part of any property that o. Recall Of Products, Work Or Impaired must be restored, repaired or replaced Property because "your work" was incorrectly performed on it. Damages claimed for any loss, cost or expense incurred by you or others for the loss Paragraphs (1), (3) and (4) of this exclusion of use, withdrawal, recall. inspection, repair, do not apply to"property damage" (other than replacement, adjustment, removal or disposal damage by fire or explosion) to premises, of including the contents of such premises, rented to you for a period of 7 or fewer (1) 'Your product consecutive days. A separate limit of (2) "Your work";or insurance applies to Damage To Premises (3) "Impaired property": Rented To You as described in Paragraph D. Liability And Medical Expenses Limit Of if such product,work or property is withdrawn Insurance. or recalled from the market or from use by any Paragraph (2)of this exclusion does not apply person or organization because of a known or if the premises are "your work" and were suspected defect, deficiency, Inadequacy or never occupied, rented or held for rental by dangerous condition in it. you. p. Personal And Advertising Injury Paragraphs (3), (4), (5) and (6) of this "Personal and advertising injury": exclusion do not apply to liability assumed under a sidetrack agreement. (1) Caused by or at the direction of the insured with the knowledge that the act Paragraph(6)of this exclusion does not apply would violate the rights of another and to "property damage" included in the would inflict "personal and advertising "products-completed operations hazard." Injury": I. Damage To Your Product (2) Arising out of oral or written publication of "Property damage" to "your product" arising material, if done by or at the direction of out of it or any part of it the insured with knowledge of its falsity; m. Damage To Your Work (3) Arising out of oral or written publication of material whose first publication took place "Property damage" to "your work" arising out before the beginning of the policy period; of it or any part of it and included in the "products-completed operations hazard." (4) Arising out of a criminal act committed by or at the direction of any nsured: This exdusion does not apply it the damaged d u as Fo(5) r assumed which the has work or the work out of which the damageliabilityin a contract insured raass me This arises was performed on your behalf by aor subcontractor. exclusion does not apply to liability for damages that the insured would have in n. Damage To Impaired Property Or Property the absence of the contract or agreement; Not Physically Injured (6) Arising out of a breach of contract,except "Property damage to "impaired property" or an implied contract to use another's property that has not been physically injured, advertising idea in your"advertisement"; arising out of: (7) Arising out of the failure of goods, (1) A defect, deficiency, inadequacy or products or services to conform with any dangerous condition in "your product" or statement of quality or performance made 'your work';or in your"advertisement"; (2) A de:ay or failure by you or anyone acting (8) Arising out of the wrong description of the on your behalf to perform a contract or price of goods, products or services agreement in accordance with its terms stated in your"advertisement This exclusion does not apply to the loss of (9) Committed by an insured whose business use of other property arising out of sudden is: and accidental physical injury to "your product"or"your work"after it has been put to (a) Advertising, broadcasting, publishing its intended use. or telecasting, SB-300000-D Includes copyrighted materal of insurarce Services Office Inc with its permission Page 7 of 16 (Ed. 04/14) S43-300000-D (Ed.04/14) (b) Designing or determining content of Damage To Premises Rented To You Limit of web-sites for others: or Insurance applies to this coverage as (c) An Internet search, access, content described in Paragraph D. Liability And Medical Expenses Limits of Insurance. or service provider. However, this exclusion does not apply to q Electronic Data Paragraphs 14.a., b. and c. of 'personal Damages arising out of the loss of, loss of use and advertising injury" under Paragraph of, damage to, corruption of, inability to F. liability And Medical Expenses access, or inability to manipulate electronic Definitions. data. For the purposes of this exclusion. the As used in this exclusion, electronic data placing of frames, borders or links, or means information, facts or programs stored advertising, for you or others anywhere as or on, created or used on, or transmitted to on the Internet, by itself,is riot considered or from computer software, including systems the business of advertising, broadcasting. and applications software, hard or floppy publishing or telecasting. disks, CD-ROMs, tapes, drives, cells, data (1t)}Arising out of the actual, alleged or processing devices or arty other media which threatened discharge,dispersal. seepage, are usedwith electronically controlled migration, release or escape of equipment. "pollutants"at any time. 2. Applicable To Medical Expenses Coverage (11)With respect to any loss,cost or expense We will not pay expenses for"bodily injury": arising out of any: a. To any insured,except"volunteer workers." (a) Request, demand or order that any b. To a person hired to do work for or on behalf insured or others test for, monitor, of any insured or a tenant of any insured. dean-up, remove, contain. treat, detoxify or neutralize or in any way c. To a person injured on that part of premises respond to, or assess the effects of, you own or rent that the person normally "pollutants";or occupies. (b) Claim or "suit" by or on behalf of a d. To a person, whether or not an "employee" of governmental authority for damages any insured, if benefits for the "bodily injury" because of testing for, monitoring, are payable or must be provided under a leaning up, removing, containing, workers' compensation or disability benefits treating. detoxifying or neutralizing or law or a similar law. f. in any way responding to. or assessing the effects of,"pollutants." e. To a person injured while taking part in athletics. (12)Arising out of an electronic chatroom or bulletin board the insured hosts, owns or f. Included within the "products — completed over which the insured exercises control. operations hazard." (13)Arising out of the infringement of g• Excluded under Business Liability Coverage. copyright, patent, trademark, Trade secret h. Due to war, whether or not declared, or any or other intellectual property rights. act or condition incident to war. War includes However, this exclusion does not apply to civil war, Insurrection, rebellion or revolution. infringement: in your "advertisement," of 3. Applicable To Both Business Liability Coverage copyright, trade dress or slogan. And Medical Expenses Coverage — Nuclear (14)Arising out of the unauthorized use of Energy Liability Exclusion another's name or product in your e-mail This insurance does not apply: address, domain name or metatags, or any other similar tactics to mislead a. Under Business Liability Coverage, to "bodily another's potential customers injury"or"property damage": Exclusions c., d., e., f., g., h., i., k., I., rn., n. (1) With respect to which an insured under and o.in Section II—Liability do not apply to the policy is also an insured under a damage by fire or explosion to premises while nuclear energy liability policy issued by rented to you, or temporarily occupied by you the Nuclear Energy Liability Insurance with permission of the owner. A separate Association, Mutual Atomic Energy SB-300000-D Includes copyrghted material of Insurance Se-vices Office,Inc..with its permission Page 8 of 16 (Ed. 04/14) SB-300000-D (Ed.04/14) Liability Underwriters or Nuclear (1) "By-product material" has the meaning Insurance Association of Canada, or given it in the Atomic Energy Act of 1954 would be an insured under any such or in any law amendatory thereof; policy but for its termination upon (2) "Hazardous properties" include exhaustion of its limit of liability;or radioactive, toxic or explosive properties: (2) Resulting from the"hazardous properties" of 'nuclear material" and with respect to (3) "Nuclear facility"means: which: (a) Any"nuclear reactor"; (a) Any person or organization is (b) Any equipment or device designed or required to maintain financial used for: protection pursuant to the Atomic Energy Act of 1954, or any law (i) Separating the isotopes of amendatory thereof;or uranium or plutonium; (b) The insured is, or had this policy not (II) Processing or utilizing "spent been issued would be, entitled to fuel";or indemnity from the United States of (iii) Handling, processing or America, or any agency thereof, packaging "waste"; under any agreement entered into by the United Stales of America, or any (c) Any equipment or device used for the agency thereof, with any person or processing, fabricating or alloying of organization. "special nuclear material" if at any time the total amount of such material b. Under Medical Expenses Coverage, to in the custody of the insured at the expenses incurred with respect to "bodily premises where such equipment or injury" resulting from the "hazardous device is located consists of or properties" of "nuclear material" and arising contains more than 25 grams of out of the operation of a "nuclear facility" by plutonium or uranium 233 or any any person or organization. combination thereof, or more than c. Under Business Liability Coverage, to "bodily 250 grams of uranium 235; injury"or"property damage"resulting from the (d) Any structure, basin, excavation, "hazardous properties" of the nuclear premises or place prepared or used material";if: for the storage or disposal of"waste"; (1) The"nuclear material": and includes the site on which any of the (a) Is at any "nuclear facility" owned by, foregoing is located, all operations or operated by or on behalf of. an conducted on such site and all premises insured;or used for such operations; (b) Has been discharged or dispersed 4 "Nuclear material" means "source therefrom; material," "special nuclear material" or "byproduct material"; (2) The "nuclear material" is contained in "Nuclear reactor" means an apparatus fuel" or "waste" at any time (5) possessed, handled, used, processed, designed or used to sustain nuclear stored, transported or disposed of by or fission in a self-supporting chain reaction on behalf of an insured;or or to contain a critical mass of fissionable material; (3) The "bodily injury" or "property damage' arises out of the furnishing by an insured (6) "Property damage" includes all forms of of services, materials, parts or equipment radioactive contamination of property, in connection with the planning, (7) "Source material" has the meaning given construction, maintenance, operation or it in the Atomic Energy Act of 1954 or in use of any "nuclear facility"; but if such any law amendatory thereof; facility is located within the United States of America, its territories or possessions (8) "Special nuclear material' has the or Canada, this Exclusion (3)applies only meaning given it in the Atomic Energy Act to "property damage" to such "nuclear of 1954 or in any law amendatory thereof, facility"and any property thereat. (9) "Spent fuel" means any fuel element or d. As used in this exclusion: fuel component, solid or liquid, which has SB-300000-D Includes coDyriohted material of Insurance Services Office.Irc.,with its permission Page 9 of 16 (Ed.04/14) SB-300000-D (Ed.04/14) been used or exposed to radiation in a "employees" or "volunteer workers' are "nuclear reactor", insureds for (10)"Waste"means any waste material. (1) "Bodily injury" or "personal and (a) Containing "by-product material" advertising injury": other than the tailings or wastes (a) To you, to your partners or members produced by the extraction or (if you are a partnership or joint concentration of uranium or thorium venture), to your members (if you are from any one processed primarily for a limited liability company), or to a its"source material'content: and co-"employee" while in the course of his or her employment or performing (b) Resulting from the operation by any duties related to the conduct of your person or organization of any business, or to your other "volunteer "nuclear facility" included under workers" while performing duties Paragraph(a)and(b)of the definition related to the conduct of your of"nuclear facility." business; C. Who Is An Insured (b) To the spouse, child, parent, brother 1. If you are designated in the Declarations as: or sister of that co-"employee" as a consequence of Paragraph (a) a. An Individual, you and your spouse are above; insureds, but only with respect to the conduct of a business of which you are the sole (c) For which there is any obligation to owner share damages with or repay b. A partnership or joint venture, you are an someone else who must pay insured. Your members, yourpartners and damages becausePaag of the injury described in Paragraphs(a)or(b); or their spouses are also insureds, but only with respect to the conduct of your business. (d) Arising out of his or her providing or c. A limited liability company, you are an failing to provide professional health care services. insured. Your members are also insureds, but only with respect to the conduct of your (2) "Property damage"to property: business. Your managers are insureds, but only with respect to their duties as your (a) Owned,occupied or used by, managers. (b) Rented to, in the care, custody or control of, or over which physical d. An organization other than a partnership,joint company, control is being exercised for any venture or limited liability p y, you are purpose by an insured. Your "executive officers" and directors are insureds, but only with respect to you, any of your "employees." "volunteer their duties as your officers or directors. Your workers," any partner or member (if you stockholders are also insureds, but only with are a partnership or joint venture), or any respect to their liability as stockholders. member (if you are a limited liability e. A trust, you are an Insured. Your trustees are company). also insureds, but only with respect to their b. Any person (other than your 'employee" or duties as trustees. "volunteer worked'), or any organization while acting as your real estate manager. 2. Each of the following is also an insured: tam a. Your "volunteer workers" only while c. Any person or organization having proper performing duties related to the conduct of temporary custody of your property if you die, your business. or your "employees," other but only: than either your"executive officers"(if you are (1) With respect to liability arising out of the an organization other than a partnership, joint maintenance or use of that property and venture or limited liability company) or your managers (if you are a limited liability (2) Until your legal representative has been company), but only for acts within the scope appointed. of their employment by you or while d. Your legal representative if you die, but only performing duties related to the conduct of with respect to duties as such. That your business. However, none of these representative will have all your rights and duties under this policy. SB-300000-D includes copyrighted malenal of Insurance Services Office.Inc.,with its permission Page 10 of 16 (Ed. 04/14) SB-300000-D (Ed.04114) 3. With respect to "mobile equipment" registered in a. Injury or damages under the "products your name under any motor vehicle registration completed operations hazard" arising from all law, any person is an insured while driving such "occurrences" during the policy period is the equipment along a public highway with your Products-Completed Operations Aggregate permission. Any other person or organization Limit shown in the Declarations. responsible for the conduct of such person is also b. All other injury or damages, including medical an insured, but only with respect to liability arising out of the operation of the equipment, and only if expenses, arising from all "occurrences" no other insurance of any kind is available to that during the policy period is the General person or organization for this liability. However, Aggregate Limit shown in the Declarations. no person or organization is an insured with This General Aggregate Limit applies respect to: separately to each of your "locations" owned a. "Bodily injury' to a co-"employee" of the by or rented to you. person driving the equipment;or "Location" means premises involving the b. 'Property damage" to property owned by, same or connecting lots, or premises whose rented to, in the charge of or occupied by you connection is interrupted only by a street, or the employer of any person who is an roadway or right-of-way of a railroad. insured under this provision. This aggregate Limit does not apply to 4. Any organization you newly acquire or form, other "property damage" to premises rented to you than a partnership or joint venture, and over which arising out of fire,lightning or explosion. you maintain ownership of majority interest, will 3. Subject to item 2. above, the most we will pay for qualify as a Named Insured if there is no other the sum of all damages because of all "bodily similar insurance available to that organization. injury," "property damage" and medical expenses However: arising out of any one "occurrence"is the Liability a. Coverage under this provision is afforded only and Medical Expense Limit shown in the until the 90th day after you acquire or form the Declarations. organization or the end of the policy period, The most we will pay for all medical expenses whichever is earlier; because of "bodily injury" sustained by arty one b. Bodily Injury and Property Damage coverage person is the Medical Expenses Limit shown in does not apply to "bodily injury" or "property the Declarations. damage"that occurred before you acquired or 4. Subject to item 2. above, the most we will pay for formed the organization;and the sum of all damages because of all "personal c. Personal and Advertising Injury coverage and advertising injury" sustained by any one does not apply to "personal in u or person or organization is the Personal and rY Advertising Injury Limit shown in the Declarations. "advertising injury" arising out of an offense committed before you acquired or formed the 5. The most we will pay under Business Liability organization. Coverage for damages because of "property No person or organization is an insured with damage`to premises rented to you, or in the case respect to the conduct of any current or past of fire,while rented to you or temporarily occupied partnership, joint venture or limited liability by you with permission of the owner, is the company that is not shown as a Named Insured in Damage To Premises Rented To You Limit shown the Declarations. in the Declarations. D. liability And Medical Expenses Limits Of The Damage to Premises Rented To You Limit Insurance applies to all damage proximately caused by the same event, whether such damage results from 1. The Limits of Insurance shown in the Declarations fire, lightning, or explosion or any combination of and the rules below fix the most we will pay the three. regardless of the number of: If more than one limit of insurance under this a. Insureds; policy and any endorsements attached thereto b. Claims made or"suits"brought; or applies to any claim or"suit."the most we will pay under this policy and the endorsements is the c. Persons or organizations making claims or single highest limit of liability of all coverages bringing"suits." applicable to such claim or "suit." However, this paragraph does not apply to the Medical 2. The most we will pay for: Expenses limit set forth in paragraph 3.above. SB-300000-D Includes copyrighted material or Insurance Services Office,Inc with its permission Page 11 of 16 (Ed.04114) SE-300000-D (Ed.04/14) The Limits of this policy apply separately to each damage to which this insurance may also consecutive annual period and to any remaining apply. period of less than 12 months, starting with the beginning of the policy period shown in the d. No insured will, except at that insured's own Declarations, unless the policy period is extended cost, voluntarily make a payment, assume after issuance for an additional period of less than any obligation, or incur any expense, other 12 months. In that case, the additional period will than for first aid,without our consent be deemed part of the last preceding period for 3. Financial Responsibility Laws purposes of determining the Limits of Insurance. a. When this policy is certified as proof of E. Businessowners Liability Conditions financial responsibility for the future under the 1. Bankruptcy provisions of any motor vehicle financial responsibility law. the insurance provided by Bankruptcy or insolvency of the insured or of the the policy for "bodily injury" liability and insured's estate will riot relieve us of our "property damage"liability will comply with the obligations under this policy, provisions of the taw to the extent of the coverage and limits of insurance required by 2. Duties In The Event Of Occurrence, Offense, that law. Claim Or Suit a. You must see to it that we are notified as soon b. With respect to "mobile equipment" to which this insurance applies, we will provide any as practicable of an "occurrence" or an liability. uninsured motorists, underinsured offense which may result in a claim. To the motorists, no-fault or other coverage required extent possible, notice should include: by any motor vehicle law. We will provide the (1) How, when and where the "occurrence" required limits for those coverages. or offense took place; 4. Legal Action Against Us (2) The names and addresses of any injured No person or organization has a right under this persons and witnesses; and Policy. (3) The nature and location of any injury or a. To join us as a party or otherwise bring us into damage arising out of the "occurrence"or a "suit" asking for damages from an insured; offense. or b. If a claim is made or"suit" is brought against b. To sue us on this policy unless all of its terms any insured,you must. have been fully complied with. (1) Immediately record the specifics of the A person or organization may sue us to claim or"suit"and the date received; and recover on an agreed settlement or on a final (2) Notify us as soon as practicable. judgment against an insured; but we will not be liable for damages that are not payable You must see to it that we receive written under the terms of this policy or that are in notice of the claim or "suit" as soon as excess of the applicable limit of insurance. An e. practicable agreed settlement means a settlement and C. You and any other involved insured must: release of liability signed by us, the insured and the claimant or the claimant's legs: (1) Immediately send us copies of any representative. demands, notices, summonses or legal papers received in connection with the 5. Separation Of Insureds claim or"suit"; Except with respect to the Limits of Insurance in MMUS (2) Authorize us to obtain records and other this policy, and any rights or duties specifically 1 information: assigned in this policy to the first Named Insured, this insurance applies: (3) Cooperate with us in the investigation, or settlement of the claim or defense against a. As if each Named Insured were the only the"suit";and Named Insured; and (4) Assist us, upon our request, in the b. Separately to each insured against whom enforcement of any right against any claim is made or"suit"is brought. person or organization that may be liable to the insured because of injury or SB-300000-D 'rnaudes copyrighted material of Insurance Services Office.Inc.with rts permission Page 12 of 16 (Ed.04/14) SB-300000-D (Ed. 04/14) 6. Unintentional Failure to Disclose Hazards merits in the territory described in Paragraph It is agreed that based on our reliance on your a. above or in a settlement we agree to. representations as to existing hazards, if 5. "Employee" includes a leased worker." unintentionally you should fail to disclose all such "Employee" does not include a "temporary hazards at the inception date of your policy, we worker," shall not deny any coverage under this Coverage 6. "Executive officer"means a person holding any of Form because of such failure. the officer positions created by your charter, F. Liability And Medical Expenses Definitions constitution, by-laws or any other similar 1. "Advertisement" means a notice that is broadcast governing document. or published to the general public or specific 7. "Hostile fire" means one which becomes market segments about your goods, products or uncontrollable or breaks out from where it was services for the purpose of attracting customers or intended to be. supporters. For the purposes of this definition: 8. "Impaired property"means tangible property, other a. Notices that are published include material than"your product" or "your work," that cannot be placed on the Internet or on similar electronic used or is less useful because: means of communication;and a. It incorporates "your product' or "your work" b. Regarding web-sites, only that part of a web- that is known or thought to be defective, site that is about your goods, products or deficient, inadequate or dangerous;or services for the purposes of attracting b. You have failed to fulfill the terms of a contract customers or supporters is considered an advertisement. or agreement; 2. "Auto' means a land motor vehicle, trailer or if such property can be restored to use by. semitrailer designed for travel on public roads, (1) The repair, replacement, adjustment or including any attached machinery or equipment. removal of"your product" or "your work"; But"auto"does not include"mobile equipment." or 3. "Bodily injury" means bodily injury, sickness or (2) Your fulfilling the terms of the contract or disease sustained by a person, including death agreement. resulting from any of these at any time. 9. "Insured contract"means: 4. "Coverage territory" means. a. A contract for a lease of premises. However, a. The United States of America (including its that portion of the contract for a lease of territories and possessions). Puerto Rico and premises that indemnifies any person or Canada; organization for damage by fire to premises b. International waters or airspace,but only if the while rented to you or temporarily occupied by injury or damage occurs in the course of travel you with permission of the owner is not an or transportation between any places included insured contract"; in Paragraph a.above:or b. A sidetrack agreement; c. All other parts of the world if the injury or c. Any easement or license agreement, except damage anses out of: in connection with construction or demolition (1) Goods or products made or sold by you in operations on or within 50 feet of a railroad; the territory described in Paragraph a. d. An obligation, as required by ordinance, to above; indemnify a municipality, except in connection (2) The activities of a person whose home is with work for a municipality; in the territory described in Paragraph a. e. An elevator maintenance agreement: above, but is away for a short time on your business;or f. That part of any other contract or agreement pertaining to your business (including an (3) "Personal and advertising injury"offenses indemnification of a municipality in connection that take place through the Internet or with work performed for a municipality) under similar electronic means of which you assume the tort liability of another communication; party to pay for "bodily injury" or "property provided the insured's responsibility to pay damage" to a third person or organization. damages is determined in a "suit" on the Tort liability means a liability that would be SB-300000-D Incluoes copyrighted matenal of Insurance Services Office,Inc. with its perrn'ssion Page 13 of 16 (Ed.04/14) SB-300000-D (Ed. 04114) imposed by law in the absence of any 12. "Mobile equipment" means any of the following contract or agreement types of land vehicles. including any attached Paragraph f. does not include that part of any machinery or equipment; contract or agreement: a. Bulldozers, farm machinery,forklifts and other (1) fhai indemnifies a railroad for "bodily vehicles designed for use principally off public injury"or"property damage" arising out of roads; construction or demolition operations, b. Vehicles maintained for use solely on or next within 50 feet of any railroad property and to premises you own or rent; affecting any railroad bridge or trestle, c. Vehicles that travel on crawler treads; tracks, road beds, tunnel, underpass or crossing; d. Vehicles, whether self-propelled or not, on (2) That indemnifies an architect,engineer or which are permanently mounted: surveyor for injury or damage arising out (1) Power cranes, shovels, loaders, diggers of: or drills;or (a) Preparing, approving or failing to (2) Road construction or resurfacing prepare or approve maps, drawings. equipment such as graders, scrapers or opinions, reports, surveys, change rollers; orders, designs or specifications;or e. Vehicles not described in Paragraphs a., b.,c. (b) Giving directions or instructions, or or d. above that are not self-propelled and are failing to give them, if that is the maintained primarily to provide mobility to primary cause of the injury or permanently attached equipment of the damage; or following types: (c) Under which the insured, if an (1) Air compressors, pumps and generators, architect, engineer or surveyor, including spraying, welding, building assumes liability for an injury or cleaning, geophysical exploration, lighting damage arising out of the insured's and well servicing equipment; or rendering or failure to render professional services, including those (2) Cherry pickers and similar devices used listed in Paragraph (2) above and to raise or lower workers; supervisory, inspection or f. Vehicles not described in Paragraphs a.,b., c. engineering services. or d. above maintained primarily for purposes 10. "Leased worker"means a person leased to you by other than the transportation of persons or a labor leasing firm under an agreement between cargo. I you and the labor leasing firm, to perform duties However, self-propelled vehicles with the related to the conduct of your business. "Leased following types of permanently attached worker"does not include a"temporary worker." equipment are not"mobile equipment" but will 11. "Loading or unloading" means the handling of be considered"autos": _ property: (1) Equipment designed primarily`or: a. After it is moved from the place where it is (a) Snow removal; accepted for movement into or onto an aircraft,watercraft or"auto"; (b) Road maintenance, but not construction or resurfacing; or -- b. While it is in or on an aircraft, watercraft or 21/11 "auto";or (c) Street cleaning; MIIMIMMI c. While it is being moved from an aircraft, (2) Cherry pickers and similar devices watercraft or "auto" to the place where it is mounted on automobile or truck chassis finally delivered; and used to raise or lower workers; and but "loading or unloading" does not include the (3) Air compressors, pumps and generators, -- movement of property by means of a mechanical including spraying, welding, building device, other than a hand truck, that is not cleaning,geophysical exploration, lighting attached to the aircraft,watercraft or"auto." and well servicing equipment. 13. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions SB-300000-D Includes copyrighted material of Insurance Services()Tice.Inc.,with It s permission Page 14 of 16 (Ed.04/14) SB-300000-D (Ed. 04/14) 14. "Personal and advertising injury" means injury, replacement, but which is otherwise including consequential "bodily injury," arising out complete,will be treated as completed. of one or more of the following offenses: The"bodily injury"or "property damage" must a. False arrest.detention or imprisonment, occur away from premises you own or rent, unless your business includes the selling: b. Malicious prosecution: handling or distribution of "your product" for c. The wrongful eviction from, wrongful enlry consumption on premises you own or rent. into, or invasion of the right of private b. Does not include "bodily injury" or "property occupancy of a room, dwelling or premises damage"arising out of: that a person occupies, committed by or on behalf of its owner, landlord or lessor; (1) The transportation of property, unless the injury or damage arises out of a condition d. Oral or written publication, in any manner, of in or on a vehicle not owned or operated material that slanders or libels a person or by you, and that condition was created by organization or disparages a person's or the "loading or unloading" of that vehicle organization's goods.products or services; by any insured;or e. Oral or written publication, in any manner, of (2) The existence of tools, uninstalled material that violates a person's right of equipment or abandoned or unused privacy; materials. f. The use of another's advertising idea in your 17. 'Property damage"means; 'advertisement";or a. Physical injury to tangible property, including g. Infringing upon another's copyright, trade all resulting loss of use of that property. All dress or slogan in your"advertisement." such loss of use shall be deemed to occur at 15. "Pollutants" mean any solid, liquid, gaseous or the time of the physical injury that caused it; thermal irritant or contaminant, including smoke, or vapor, soot, fumes, acids, alkalis, chemicals and b. Loss of use of tangible property that is not waste. Waste includes materials to be recycled, physically injured.All such loss of use shall be reconditioned or reclaimed deemed to occur at the time of the 16. "Products—completed operations hazard": "occurrence"that caused it. a. Includes all 'bodily injury' and "property For the purposes of this insurance, electronic data damage" occurring away from premises you is not tangible property. own or rent and arising out of "your product" As used in this definition, electronic data means or"your work"except: information, facts or programs stored as, created (1) Products that are still in your physical or used on, or transmitted to or from computer possession;or software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, (2) Work that has not yet been completed or drives, cells,data processing devices or any other abandoned. However, "your work" will be media which are used with electronically deemed completed at the earliest of the controlled equipment. following times: 18. "Software"means: (a) When all of the work called for in your contract has been completed. a. Electronic data processing, recording or storage media such as films, tapes, cards, (b) When all of the work to be done at discs, drums or cells; and the job site has been completed if your contract calls for work at more b. Data and programming records used for than one yob site. electronic data processing or electronically controlled equipment stored on such media; (c) When that part of the work done at and the job site has been put to its intended use by any other person or c. Written or printed data, such as programs, organization other than another routines,and symbolic languages,essential to contractor or subcontractor working the operation of computers. and on the same project. d. Documents containing information on the Work that may need service, operation and maintenance of computers. maintenance, correction, repair or SB-300000-D Irdudes copyrighted material of Insurance Services Office,Inc,with its permission Page 15 of 16 (Ed.04/14) SB-300000-D (Ed.04/14) 19. "Suit" means a civil proceeding in which damages (c) A person or organization whose because of "bodily injury," "property damage," business or assets you have "personal and advertising injury' to which this acquired;and insurance applies are alleged. "Suit"includes: (2) Containers (other than vehicles), a. An arbitration proceeding in which such materials, parts or equipment furnished in damages are claimed and to which the connection with such goods or products. insured must submit or does submit with our consent;or b. Includes b. Any other alternative dispute resolution (1) Warranties or representations made at proceeding in which such damages are any time with respect to the fitness, claimed and to which the insured submits with quality, durability, performance or use of our consent. "your product"; and 20. "Temporary worker" means a person who is (2) The providing of or failure to provide furnished to you to substitute for a permanent warnings or instructions. "employee"on leave or to meet seasonal or short- c. Does not include vending machines or other term workload conditions. property rented to or located for the use of 21. "Volunteer worker" means a person who is not others but not sold. your"employee,"and who donates his or her work 23. "Your work": and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, a. Means: salary or other compensation by you or anyone (1) Work or operations performed by you or else for their work performed for you. on your behalf;and 22. "Your product": (2) Materials, parts or equipment furnished in a. Means: connection with such work or operations. (1) Any goods or products, other than real b. Includes; property, manufactured, sold, handled, (1) Warranties or representations made at distributed or disposed of by: any time with respect to the fitness, (a) You: quality, durability, performance or use of "Your work";and (b) Others trading under your name;or (2) The providing of or failure to provide warnings or instructions. SB-300000-D includes copyrighted material of Insurance Services Office,Inc.,with its permission Page 16 of 16 (Ed.04/14) lc (C) ACCPREP CERTIFICATE OF LIABILITY INSURANCE °ATE`MM/ ' 06/01/2021 D/Y 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 CONTACT NAME: Parker,Smith&Feek,Inc. PHONE 425-709-3600 FAX 425-709-7460 2233 112th Avenue NE E-M No,Ext); (A/C,No): E-MAIL Bellevue,WA 98004 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: National Fire Ins.Hartford INSURED INSURER B: Continental Casualty Company Ogden Murphy Wallace P.L.L.C. 901 5th Avenue Suite 3500 INSURER C: First Specialty Insurance Corp. Seattle,WA 98164 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 INSR SWVD POLICY NUMBERPOLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MM/DD/YYYY) A GENERAL LIABILITY 86021110700 06/01/2021 06/01/2022 EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED 300,000 X X PREMISES(Ea occurrence) $ CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 X Host Liquor PERSONAL&ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 4,000,000 —1 POLICY PRO- JECT X LOC $ A AUTOMOBILE LIABILITY B6021110700 06/01/2021 06/01/2022 COMBINdEED SINGLE LIMIT $ 1,000,000 (EaANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS x NON-OWNED PROPERTY DAMAGE AUTOS (Per accident) $ B UMBRELLA LIAB X OCCUR B6020078431 06/01/2021 06/01/2022 EACH OCCURRENCE $ 1,000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 DED X RETENTION$ 10,000 $ A WORKERS COMPENSATION B6021110700 WC LIMITS X OT AND EMPLOYERS'LIABILITY Y/N **WA Stop Gap06/01/2021 06/01/2022 ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 2,000000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liability FNA337011863002 Limit:$1,000,000 Each Claim Retention: 06/01/2021 06/01/2022 Lawyers Professional Liability $50,000 Each Claim DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space Is required) City of Spokane Valley is an additional insured and coverage is primary and non-contributory on the general liability policy per the attached endorsements/forms. Waiver of subrogation applies on the general liability policy per the attached endorsements/forms. 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. City of Spokane Valley 10210 East Sprague Avenue AUTHORIZED REPRESENTATIVE Spokane Valley,WA 99206 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 1 of 19 (PKT01)