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13-014.00 Sargent Engineers: Bridge & Structural On Call SvcsLocal Agency Standard Consultant Agreement ® Architectural /Engineering Agreement ❑ Personal Services Agreement Agreement Number 13 -006 Federal Aid Number Agreement Type (Choose one) ❑ Lump Sum Lump Sum Amount $ ❑ Cost Plus Fixed Fee Overhead Progress Payment Rate _ Overhead Cost Method ❑ Actual Cost ❑ Actual Cost Not To Exceed ❑ Fixed Overhead Rate Fixed Fee $ ® Specific Rates Of Pay ® Negotiated Hourly Rate ❑ Provisional Hourly Rate ❑ Cost Per Unit of Work Index of Exhibits (Check all that apply); ❑ Exhibit A -1 Scope of Work ® Exhibit A -2 Task Order Agreement ® Exhibit B -1 DBE Utilization Certification ® Exhibit C Electronic Exchange of Data ❑ Exhibit D - I. Payment - Lump Sum ❑ Exhibit D -2 Payment - Cost PIus ® Exhibit D -3 Payment - Hourly Rate ❑ Exhibit D -4 Payment - Provisional ❑ Exhibit E -1 Fee - Lump/Fixed/Unit ® Exhibit E -2 Fee - Specific Rates ® Exhibit F Overhead Cost ® Exhibit G Subcontracted Work ❑ Exhibit G -1 Subconsultant Fee Consultant/Address/Telephone Sargent Engineers, Inc. 320 Ronlee Lane NW Olympia, WA 98502 (360) 867 -9284 (360) 867 -9315 fax Project Title And Work Description Bridge and Structural Consulting Services for On- Call Work with an estimated Fee Value of Less than $80,000. DBE Participation ❑ Yes ® No % Federal ID Number or Social Security Number REDA Do you require a 1099 for IRS? Completion Date ❑ Yes ® No December 31, 2014 Total Amount Authorized $ 80,000,00 Management Reserve Fund $ Maximum Amount Payable $ 80,000.00 LJ Exhibit G -1 Yee -Sub speclric Aates ❑ Exhibit G -3 Sub Overhead Cost ® Exhibit H Title VI Assurances ® Exhibit I Payment Upon Termination of Agreemer ® Exhibit J Alleged Consultant Design Error Procedi ® Exhibit K Consultant Claim Procedures ❑ Exhibit L Liability Insurance Increase ® Exhibit M- la Consultant Certification ® Exhibit M- lb Agency Official Certification ® Exhibit M -2 Certification - Primary Exhibit M -3 Lobbying Certification ® Exhibit M -4 Pricing Data Certification ❑ App. 31.910 Supplemental Signature Page THIS AGREEMENT, made and entered into this �,7 tt�— day of � �0 / betNveen the Local Agency of City of Spokane Valley , Washington, hereina r called the "AGEI\ and the above organization hereinafter called the "CONSULTANT ". DOT Form 140 -089 EF Revised 312008 Page 1 of 8 c M C M E 0 M C M X N M M +' N 00 C +, o C V M 3 C �+ M 3 CL o -o V (1) C 19 a � E ;? U O v -a .0 i M c a�i 3 o j v t1nv_ c c co C Y .0 *F0 o -0 L Q- N Q- O .� N 41 f0 OA 4, 4-' C -0 O -0 � n co o "' o ai E 7 U cu O `o a, C S O' :Y 3 0 Q 0 0 E U 7 -0 0 WN Ln N O Ln Ln U O 2 Ln N N U -O 0 U U W- 0 4. Q c U_ C M =Oi 3 L Q WITNESSETH THAT: WHEREAS, the AGENCY desires to accomplish the above referenced project, and WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the PROJECT; and WHEREAS, the CONSULTANT represents that he /she is in compliance with the Washington State Statutes relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to the AGENCY, NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or attached and incorporated and made a part hereof, the parties hereto agree as follows: I General Description of Work The work under this AGREEMENT shall consist of the above described work and services as herein defined and necessary to accomplish the completed work for this PROJECT. The CONSULTANT shall furnish all services, labor, and related equipment necessary to conduct and complete the work as designated elsewhere in this AGREEMENT. Il Scope of Work The Scope of Work and projected level of effort required for this PROJECT is detailed in Exhibit "A" attached hereto and by this reference made a part of this AGREEMENT. III General Requirements. All aspects of coordination of the work of this AGREEMENT with outside agencies, groups, or individuals shall receive advance approval by the AGENCY. Necessary contacts and meetings with agencies, groups, and/or individuals shall be coordinated through the AGENCY. The. CONSULTANT shall attend coordination, progress and presentation meetings with the AGENCY and/or such Federal, State, Community, City or County officials, groups or individuals as may be requested by the AGENCY. The AGENCY will provide the CONSULTANT sufficient notice prior to meetings requiring CONSULTANT participation. The minimum required hours or days notice shall be agreed to between the AGENCY and the CONSULTANT and shown in Exhibit "A." The CONSULTANT shall prepare a monthly progress report, in a form approved by the AGENCY, which will outline in written and graphical form the various phases and the order of performance of the work in sufficient detail so that the progress of the work can easily be evaluated. The CONSULTANT, and each SUBCONSULTANT, shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The CONSULTANT, and each SUB CONSULTANT, shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of USDOT- assisted contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of this AGREEMENT that may result in the termination of this AGREEMENT. Participation for Disadvantaged Business Enterprises (DBE), if required, per 49 CFR Part 26, or participation of Minority Business Enterprises (MBE), and Women Business Enterprises (WBE), shall be shown on the heading of this AGREEMENT. If D/M/WBE firms are utilized, the amounts authorized to each firm and their certification number will be shown on Exhibit "B" attached hereto and by this reference made a part of this AGREEMENT. If the Prime CONSULTANT is a DBE firm they must comply with the Commercial Useful Function (CUF) regulation outlined in the AGENCY'S "DBE Program Participation Plan ". The mandatory DBE participation goals of the AGREEMENT are those established by the WSDOT'S Highway and Local Programs Project Development Engineer in consultation with the AGENCY. All Reports, PS &E materials, and other data furnished to the CONSULTANT by the AGENCY shall be returned. All electronic files, prepared by the CONSULTANT, must meet the requirements as outlined in Exhibit "C." All designs, drawings, specifications, documents, and other work products, including all electronic files, prepared by the CONSULTANT prior to completion or termination of this AGREEMENT are instruments of service for this PROJECT, and are the property of the AGENCY. Reuse by the AGENCY or by others, acting through or on behalf of the AGENCY of any such instruments of service, not occurring as a part of this PROJECT, shall be without liability or legal exposure to the CONSULTANT. Page 2 of 8 IV Time for Beginning and Completion The CONSULTANT shall not begin any work under the terms of this AGREEMENT until authorized in writing by the AGENCY. All work under this AGREEMENT shall be completed by the date shown in the heading of this AGREEMENT under completion date. The established completion time shall not be extended because of any delays attributable to the CONSULTANT, but may be extended by the AGENCY in the event of a delay attributable to the AGENCY, or because of unavoidable delays caused by an act of GOD or governmental actions or other conditions beyond the control of the CONSULTANT. A prior supplemental agreement issued by the AGENCY is required to extend the established completion time. V Payment Provisions The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided in Exhibit "D" attached hereto, and by reference made part of this AGREEMENT; Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR Part 31. A post audit may be performed on this AGREEMENT. The need for a post audit will be determined by the State Auditor, WSDOT External Audit Office and/or at the'request of the AGENCY'S PROJECT Manager. VI Sub - Contracting The AGENCY permits sub - contracts for those items of work as shown in Exhibit "G" attached hereto and by this reference made part of this AGREEMENT. Compensation for this sub - consultant work shall be based on the cost factors shown on Exhibit "G." The work of the sub - consultant shall not exceed its maximum amount payable unless a prior written approval has been issued by the AGENCY. All reimbursable direct labor, overhead, direct non -salary costs and fixed fee costs for the sub - consultant shall be substantiated in the same manner as outlined in Section V. All sub - contracts shall contain all applicable provisions of this AGREEMENT. With respect to sub - consultant payment, the CONSULTANT shall comply with all applicable sections of the Prompt Payment laws as set forth in RCW 39.04.250 and RCW 39.76.011, The CONSULTANT shall not sub - contract for the performance of any work under this AGREEMENT without prior written permission of the AGENCY. No permission for sub - contracting shall create, between the AGENCY and sub- contractor, any contract or any other relationship. A DBE certified sub - consultant is required to perform a minimum amount of their sub - contracted agreement that is established by the WSDOT Highways and Local Programs Project Development Engineer in consultation with the AGENCY. Vil Employment The CONSULTANT warrants that they have not employed or retained any company or.person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the AGENCY shall have the right to annul this AGREEMENT without liability or, in its discretion, to deduct from the AGREEMENT price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT or other persons while engaged in the performance of any work or services required of the CONSULTANT under this AGREEMENT, shall be considered employees of the CONSULTANT only and not of the AGENCY, and any and all claims that may arise under any Workmen's Compensation Act on behalf of said employees or other persons while so engaged, and any and all claims made by a Page 3 of 8 third party as a consequence of any act or omission on the part of the CONSULTANT'S employees or other persons while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full- or part -time basis; or other basis, during the period of the contract, any professional or technical personnel who are, or have been, at any time during the period of the contract, in the employ of the United States Department of Transportation, or the STATE, or the AGENCY, except regularly retired employees, without written consent of the public employer of such person. Vill Nondiscrimination During the performance of this contract, the CONSULTANT, for itself, its assignees, and successors in interest agrees to comply with the following laws and regulations: Title VI of the Civil Rights Act of 1964 (42 USC Chapter 21 Subchapter V Section 20004 through 2000d -4a) Federal -aid Highway Act of 1973 (23 USC Chapter 3 Section 324) Rehabilitation Act of 1973 (29 USC Chapter 16 Subchapter V Section 794) Age Discrimination Act of 1975 (42 USC Chapter 76 Section 6101 et seq.) Civil Rights Restoration Act of 1987 (Public Law 100 -259) American with Disabilities Act of 1990 (42 USC Chapter 126 Section 12101 et. seq.) 49 CFR Part 21 23 CFR Part 200 RCW 49.60.180 In relation to Title VI of the Civil Rights Act of 1964, the CONSULTANT is bound by the provisions of Exhibit "H" attached hereto and by this reference made part of this AGREEMENT, and shall include the attached Exhibit "H" in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. IX Termination of Agreement The right is reserved by the AGENCY to terminate this AGREEMENT at any time upon ten (10) days written notice to the CONSULTANT. In the event this AGREEMENT is terminated by the AGENCY other than for default on the part of the CONSULTANT, a fmal payment shall be made to the CONSULTANT as shown in Exhibit "I" for the type of AGREEMENT used. No payment shall be made for any work completed after ten (10) days following receipt by the CONSULTANT of the Notice to Terminate. If the accumulated payment made to the CONSULTANT prior to Notice of Termination exceeds the total amount that would be due when computed as set forth herein above, then no final payment shall be due and the CONSULTANT shall immediately reimburse the AGENCY for any excess paid. If the services of the CONSULTANT are terminated by the AGENCY for default on the part of the CONSULTANT, the above formula for payment shall not apply. Page 4 of 8 In such an event, the amount to be paid shall be determined by the AGENCY with consideration given to the actual costs incurred by the CONSULTANT in performing the work to the date of termination, the amount of work originally required which was satisfactorily completed to date of termination, whether that work is in a form or a type which is usable to the AGENCY at the time of termination, the cost to the AGENCY of employing another firm to complete the work required and the time which may be required to do so, and other factors which affect the value to the AGENCY of the work performed at the time of termination. Under no circumstances shall payment made under this subsection exceed the amount, which would have been made using the formula set forth above. If it is determined for any reason that the CONSULTANT was not in default or that the CONSULTANT'S failure to perform is without the CONSULTANT'S or it's employee's default or negligence, the termination shall be deemed to be a termination for the convenience of the AGENCY. In such an event, the CONSULTANT would be reimbursed for actual costs in accordance with the termination for other than default clauses listed previously. In the event of the death of any member, partner or officer of the CONSULTANT or any of its supervisory personnel assigned to the PROJECT, or dissolution of the partnership, termination of the corporation, or disaffiliation of the principally involved employee, the surviving members of the CONSULTANT hereby agree to complete the work under the terms of this AGREEMENT, if requested to do so by the AGENCY. This subsection shall not be a bar to renegotiation of the AGREEMENT between the surviving members of the CONSULTANT and the AGENCY, if the AGENCY so chooses. In the event of the death of any of the parties listed in the previous paragraph, should the surviving members of the CONSULTANT, with the AGENCY'S concurrence, desire to terminate this AGREEMENT, payment shall be made as set forth in the second paragraph of this section. Payment for any part of the work by the AGENCY shall not constitute a waiver by the AGENCY of any remedies of any type it may have against the CONSULTANT for any breach of this AGREEMENT by the CONSULTANT, or for failure of the CONSULTANT to perform work required of it by the AGENCY. Forbearance of any rights under the AGREEMENT will not constitute waiver of entitlement to exercise those rights with respect to any future act or omission by the CONSULTANT. X Changes of Work The CONSULTANT shall make such changes and revisions in the complete work of this AGREEMENT as necessary to correct errors appearing therein, when required to do so by the AGENCY, without additional compensation thereof. Should the AGENCY tied it desirable for its own purposes to have previously satisfactorily completed work or parts thereof changed or revised, the CONSULTANT shall make such revisions as directed by the AGENCY. This work shall be considered as Extra Work and will be paid for as herein provided under Section XIV. XI Disputes Any dispute concerning questions of fact in connection with the work not disposed of by AGREEMENT between the CONSULTANT and the AGENCY shall be referred for determination to the Director of Public Works. or AGENCY Engineer, whose decision in the matter shall be final and binding on the parties of this AGREEMENT; provided, however, that if an action is brought challenging the Director of Public Works or AGENCY Engineer's decision, that decision shall be subject to de novo judicial review. If the parties to this AGREEMENT mutually agree, disputes concerning alleged design errors will be conducted under the procedures found in Exhibit "J", and disputes concerning claims will be conducted under the procedures found in Exhibit "K ". XII Venue, Applicable Law, and Personal Jurisdiction In the event that either party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this AGREEMENT, the parties hereto agree that any such action shall be initiated in the Superior court of the State of Washington, situated in the county in which the AGENCY is located. The parties hereto agree that all questions shall be resolved by application of Washington law and that the parties to such action shall have the right of appeal from such decisions of the Superior court in accordance with the laws of the State of Washington. The CONSULTANT hereby consents to the personal jurisdiction of the Superior court of the State of Washington, situated in the county in which the AGENCY is located. page 5 of 8 XIII Legal Relations The CONSULTANT shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this AGREEMENT. This contract shall be interpreted and construed in accordance with the laws of the State of Washington. The CONSULTANT shall indemnify and hold the AGENCY and the STATE and its officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any of its obligations under this AGREEMENT; provided that nothing herein shall require a CONSULTANT to indemnify the AGENCY or the STATE against and hold harmless the AGENCY or the STATE from.claims, demands or suits based solely upon the conduct of the AGENCY or the STATE, their agents, officers and employees; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the CONSULTANT'S agents or employees, and (b) the AGENCY or the STATE, their agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence (2) the costs to the AGENCY or the STATE of defending such claims and suits shall be valid and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the CONSULTANT'S agents or employees. The CONSULTANT'S relation to the AGENCY shall be at all times as an independent contractor. The CONSULTANT shall comply with all applicable sections of the applicable Ethics laws, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The CONSULTANT specifically assumes potential liability for actions brought by the CONSULTANT'S own employees against the AGENCY and, solely for the purpose of this indemnification and defense, the CONSULTANT specifically waives any immunity under the state industrial insurance law, Title 51 RCW. Unless otherwise specified in the AGREEMENT, the AGENCY shall be responsible for administration of construction contracts, if any, on the PROJECT. Subject to the processing of a new sole source, or an acceptable supplemental agreement, the CONSULTANT shall provide On -Call assistance to the AGENCY during contract administration. By providing such assistance, the CONSULTANT shall assume no responsibility for: proper construction techniques, job site safety, or any construction contractor's failure to perform its work in accordance with the contract documents. The CONSULTANT shall obtain and keep in force during the terms of the AGREEMENT, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the STATE. B. Commercial general liability and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. Excepting the Worker's Compensation Insurance and any Professional Liability Insurance secured by the CONSULTANT, the AGENCY will be named on all policies as an additional insured. The CONSULTANT shall furnish the AGENCY with verification of insurance and endorsements required by the AGREEMENT. The AGENCY reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington, The CONSULTANT shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this AGREEMENT to the AGENCY. No cancellation of the foregoing policies shall be effective without thirty (30) days prior notice to the AGENCY. The CONSULTANT'S professional liability to the AGENCY shall be limited to the amount payable under this AGREEMENT or one million ($1,000,000) dollars, whichever is the greater, unless modified by Exhibit "L ". In no case shall the CONSULTANT'S professional liability to third parties be limited in any way. Page 6 of 8 The AGENCY will pay no progress payments under Section V until the CONSULTANT has fatly complied with this section. This remedy is not exclusive; and the AGENCY and the STATE may take such other action as is available to it under other provisions of this AGREEMENT, or otherwise in law. XIV Extra Work A. The AGENCY may at any time, by written order, make changes within the general scope of the AGREEMENT in the services to be performed. B. If any such change causes an increase or decrease in the estimated cost of, or the time required for, performance of any part of the work under this AGREEMENT, whether or not changed by the order, or otherwise affects any other terms and conditions of the AGREEMENT, the AGENCY shall make an equitable adjustment in the (1) maximum amount payable; (2) delivery or completion schedule, or both; and (3) other affected terms and shall modify the AGREEMENT accordingly. C. The CONSULTANT must submit any "request for equitable adjustment ", hereafter referred to as "CLAIM", under this clause within thirty (3 0) days from the date of receipt of the written order. However, if the AGENCY decides that the facts justify it, the AGENCY may receive and act upon a CLAIM submitted before final payment of the AGREEMENT. D. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the CONSULTANT from proceeding with the AGREEMENT as changed. E. Notwithstanding the terms and conditions of paragraphs (A) and (B) above, the maximum amount payable for this AGREEMENT, shall not be increased or considered to be increased except by specific written supplement to this AGREEMENT. XV Endorsement of Plans If applicable, the CONSULTANT shall place their endorsement on all plans, estimates, or any other engineering data furnished by them. XVI Federal and State Review The Federal Highway Administration and the Washington State Department of Transportation shall have the right to participate in the review or examination of the work in progress. XVI) Certification of the Consultant and the Agency Attached hereto as Exhibit "M -1(a and b)" are the Certifications of the CONSULTANT and the AGENCY, Exhibit "M -2" Certification Regarding Debarment, Suspension and Other Responsibility Matters - Primary Covered Transactions, Exhibit "M -3" Certification Regarding the Restrictions of the Use of Federal Funds for Lobbying and Exhibit "M -4" Certificate of Current Cost or Pricing Data. Exhibit "M -3" is required only in AGREEMENTS over $100,000 and Exhibit "M -4" is required only in AGREEMENTS over $500,000. XVIII Complete Agreement This document and referenced attachments contain all covenants, stipulations, and provisions agreed upon by the parties. No agent, or representative of either party has authority to make, and the parties shall not be bound by or be liable for, any statement, representation, promise or agreement not set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless reduced to writing and signed by the parties as an amendment to this AGREEMENT. XIX Execution and Acceptance This AGREEMENT may be simultaneously executed in several counterparts, each of which shall be deemed to be an original having identical legal effect. The CONSULTANT does hereby ratify and adopt all statements, representations, warranties, covenants, and agreements contained in the proposal, and the supporting material submitted by the CONSULTANT, and does hereby accept the AGREEMENT and agrees to all of the terns and conditions thereof. Page 7 of 8 In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year shown in the "Execution Date" box on page one (1) of this AGREEMENT. By By Consultant Erik Martin - Sargent Engineers, Inc. Age DOT Form 140.089 EF page 8 of 8 Revised 3/2008 Exhibit A -2 Scope of Work (Task Order Agreement) Each item of work under this AGREEMENT will be provided by task assignment. Each assignment will be individually negotiated with the CONSULTANT. The amount established for each assignment will be the maximum amount payable for that assignment unless modified in writing by the AGENCY. The AGENCY is not obligated to assign any specific number of tasks to the CONSULTANT, and the AGENCY'S and CONSULTANT'S obligations hereunder are limited to tasks assigned in writing. Task assignments may include but are not limited to, the following types of work: A. Bridge engineering consultation, design, analysis, evaluation, inspection & load rating. B. Structural engineering consultation, design, analysis, evaluation & observation. C. Preparation of plans, specifications, and estimates (PS &E) for the above items. D. E. F. Task assignments made by the AGENCY shall be issued in writing by a Formal Task Assignment Document similar in format to page 2 of this exhibit. An assignment shall become effective when a formal Task Assignment Document is signed by the CONSULTANT and the AGENCY, except that emergency actions requiring a 24 -hour or less response can be handled by an oral authorization. Such oral authorization shall be followed up with a Formal Task Assignment Document within four working days, and any billing rates agreed to orally (for individuals, subconsultants, or organizations whose rates were not previously established in the AGREEMENT) shall be provisional and subject to final negotiation and acceptance by the AGENCY. DOT Revised -089 EF Exhibit A-2 Formal Task Assignment Document Task Number The general provisions and clauses of Agreement Task Assignment Location of Project: shall be in full force and effect for this Project Title: Bridge and Structural Consulting Services for On -Call Work with an estimated Fee Value of Less Maximum Amount Payable Per Task Assignment: Completion Date: Description of Work: (Note attachments and give brief description) Agency Project Manager Signature: Oral Authorization Date: Consultant Signature: Agency Approving Authority: DOT Form 140.089 EF Formal Task Assignment Revised 6/05 �► Washington State Disadvantaged Business Department of Transportation Enterprise Utilization Certification (Optional - Use only when DBE Consultant is Utilized) To be eligible for award of this contract the bidder must fill out and submit, as part of its bid proposal, the following Disadvantaged Business Enterprise Utilization Certification relating to Disadvantaged Business Enterprise (DBE) requirements. The Contracting Agency shall consider as non - responsive and shall reject any bid proposal that does not contain a DBE Certification which properly demonstrates that the bidder will meet the DBE participation requirements in one of the manners provided for in the proposed contract. If the bidder is relying on the good faith effort method to meet the DBE assigned contract goal, documentation in addition to the certificate must be submitted with the bid proposal as support for such efforts. The successful bidder's DBE Certification shall be deemed a part of the resulting contract. Information on certified firms is available from OMWBE, telephone 360- 753 -9693. Sargent Engineers, Inc. certifies that the Disadvantaged Business Enterprise Name of Bidder (DBE) Firms listed below have been contacted regarding participation on this project. If this bidder is successful on this project and is awarded the contract, it shall assure that subcontracts or supply agreements are executed with those firms wham an "Amount to be Anniied Towards Goal" is listed. (if necessary, use additional sheet.) me Of DBE.:.:;:::__ >::.:::::: ficate, um er ..:::: ::...:.: ° =:= = : :: = - -- : -: . ...... :.::... :......... _..... :.:: >;;:::= _= :(Prime "Joint. nture, _. Subcontractor, ?.;` :.:._;- .,,_.. ,: Man.ufacturer_Regular vider i Pro Dealer Sery ce. _ . ::_............... := ...- .--,-...... Amount ;. e. lie owa ds_Goal: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Disadvantaged Business Enterprise Subcontracting Goal: 0 DBE Total $ * Regular Dealer status must be approved prior to bid submittal by the Office of Equal Opportunity, Wash. State Dept. of Transportation, on each contract. ** See the section "Counting DBE Participation Toward Meeting the Goal" In the Contract Document. * ** The Contracting Agency will utilize this amount to determine whether or not the bidder has met the goal. in the event of an arithmetl difference between this total and the sum of the individual amounts listed above, then the sum of the amounts listed shall prevail an the total will be revised accordingly. EF Rev DOT Form 940.089 EF Exhibit B-9 (007 Form 272-06e Revised 7107 Revised sed 7 1077) ) 7 Exhibit C Electronic Exchange of Engineering and Other Data In this Exhibit the agency, as applicable, is to provide a description of the format and standards the consultant is to use in preparing electronic files for transmission to the agency. The format and standards to be provided may include, but are not limited to, the following: I. Surveying, Roadway Design & Plans Preparation Section A. Survey Data B. Roadway Design Files C. Computer Aided Drafting Files D. Specify the Agency's Right to Review Product with the Consultant E. Specify the Electronic Deliverables to Be Provided to the Agency F. Specify. What Agency Furnished Services and information Is to Be Provided H. Any Other Electronic Files to Be Provided III. Methods to Electronically Exchange Data A. Agency Software Suite B. Electronic Messaging System C. File Transfers Format DOT Form 140.089 EF Exhibit C Revised 6105 Exhibit D -3 Payment (Negotiated Hourly Rate) The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this AGREEMENT as provided hereinafter. Such payment shall be full compensation for. work performed or services rendered and for all labor, materials, supplies, equipment, and incidentals necessary to complete the work. The CONSULTANT shall conform to all applicable portions of 48 CFR_ Part 31. 1. Hourly Rates: The CONSULTANT shall be paid by the AGENCY for work done, based upon the negotiated hourly rates shown in Exhibit "E" and "F" attached hereto and by this reference made part of this AGREEMENT. The rates listed shall be applicable for the first twelve (12) month period and shall be subject to negotiation for the following twelve (12) month period upon request of the CONSULTANT or the AGENCY. If negotiations are not conducted for the second or subsequent twelve (12) month periods within ninety (90) days after completion of the previous period, the rates listed in this AGREEMENT, or subsequent written authorization(s) from the AGENCY shall be utilized. The rates are inclusive of direct salaries, payroll additives, overhead, and fee. The CONSULTANT shall maintain support data to verify the hours billed on the AGREEMENT. 2. Direct Non - Salary Costs: Direct Non -Salary Costs will be reimbursed at the Actual Cost to the CONSULTANT. These charges may include, but are not limited to, the following items: travel, printing, long distance telephone, supplies, computer charges and sub- consultant costs. a. Air or train travel will be reimbursed only to economy class levels unless otherwise approved by the AGENCY. The CONSULTANT shall comply with the rules and regulations regarding travel costs (excluding air, train, and rental car costs) in accordance with the AGENCY'S Travel Rules and Procedures. However, air, train, and rental car costs shall be reimbursed in accordance with 48 CFR Part 31.205 -45 "Travel Costs." b. The billing for Direct Non - Salary Costs shall include an itemized listing of the charges directly identifiable with the PROJECT. c. The CONSULTANT shall maintain the original supporting documents in their office. Copies of the original supporting documents shall be supplied to the AGENCY upon request. d. All above charges must be necessary for the services provided under this AGREEMENT. 3. Management Reserve Fund: The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement Administrator with the flexibility to authorize additional funds to the AGREEMENT for allowable unforeseen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $100,000 or 10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount included for the Management Reserve Fund is shown in the heading of this AGREEMENT. This fund may not be replenished. Any changes requiring additional costs in excess of the Management Reserve Fund shall be made in accordance with Section XIV, "Extra Work." DOT Form 140.088 EF Exhibit D -3 Revised 3109 4. Maximum Total Amount Payable: The Maximum Total Amount Payable by the AGENCY to the CONSULTANT under this AGREEMENT shall not exceed the amount shown in the heading of this AGREEMENT. The Maximum Total Amount Payable is comprised of the Total Amount Authorized, and the Management Reserve Fund. The Maximum Total Amount Payable does not include payment for Extra Work as stipulated in Section XIV, "Extra Work." No minimum amount payable is guaranteed under this AGREEMENT. Monthly Progress Payments: Progress payments may be claimed on a monthly basis for all costs authorized in 1 and 2 above. The monthly billing shall be supported by detailed statements for hours expended at the rates established in Exhibit "E ", including names and classifications of all employees, and billings for all direct non -salary expenses. To provide a means of verifying the billed salary costs for the CONSULTANT'S employees, the AGENCY may conduct employee interviews. These interviews may consist of recording the names, titles, salary rates, and present duties of those employees performing work on the PROJECT at the time of the interview. 6. Final Payment: Final Payment of any balance due the CONSULTANT of the gross amount earned will be made promptly upon its verification by the AGENCY after the completion of the work under this AGREEMENT, contingent upon receipt of all PS &E, plans, maps, notes, reports, electronic data and other related documents which are required to be furnished under this AGREEMENT. Acceptance of such Final Payment by the CONSULTANT shall constitute a release of all claims for payment, which the CONSULTANT may have against the AGENCY unless such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior to its acceptance. Said Final Payment shall riot, however, be a bar to any claims that the AGENCY may have against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The payment of any billing will not constitute agreement as to the appropriateness of any item and at the time of final audit, all required adjustments will be made and reflected in a final payment. In the event that such final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpayment to the AGENCY within thirty (30) days of notice of the overpayment. Such refund shall not constitute a waiver by the CONSULTANT for any claims relating to the validity of a finding by the AGENCY of overpayment. The CONSULTANT has twenty (20) days after receipt of the final POST AUDIT to begin the appeal process to the AGENCY for audit findings. 7. Inspection of Cost Records: The CONSULTANT and their sub - consultants shall keep available for inspection by representatives of the AGENCY, STATE and the United States, for a period of three (3) years after receipt of final payment, the cost records and accounts pertaining to this AGREEMENT and all items related to or bearing upon these records with the following exception: if any litigation, claim or audit arising out of, in connection with, or related to this contract is initiated before the expiration of the three (3) year period, the cost records and accounts shall be retained until such litigation, claim, or audit involving the records is completed. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Exhibit E -2 / Consultant Fee Determination — Summary Sheet" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The three pages entitled "Exhibit F / Overhead Costs" contain confidential cost and rate data and are withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Exhibit G Subcontracted Work The AGENCY permits subcontracts for the following portions of the work of this AGREEMENT: DOT Form 140 -069 EF Exhibit G Revised 6105 Exhibit H Title VI Assurances During the performance of this AGREEMENT, the CONSULTANT, for itself, its assignees, and successors in interest agrees as follows: Compliance with Regulations; The CONSULTANT shall comply with the Regulations relative to non- discrimination in federally assisted programs of the AGENCY, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the "REGULATIONS "), which are herein incorporated by reference and made a part of this AGREEMENT, 2. Non - discrimination: The CONSULTANT, with regard to the work performed during the AGREEMENT, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub - consultants, including procurement of materials and leases of equipment. The CONSULTANT shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the REGULATIONS, including employment practices when the AGREEMENT covers a program set forth in Appendix B of the REGULATIONS. 3. Solicitations for Sub - consultants, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by the CONSULTANT for work to be performed under a sub - contract, including procurement of materials or leases of equipment, each potential sub - consultant or supplier shall be notified by the CONSULTANT of the CONSULTANT'S obligations under this AGREEMENT and the REGULATIONS relative to non - discrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The CONSULTANT shall provide all information and reports required by the REGULATIONS or directives issued pursuant thereto, and shall permit access to, its books, records, accounts, other sources of information, and its facilities as may be determined by AGENCY, STATE or the Federal Highway Administration (FHWA) to be pertinent to ascertain compliance with such REGULATIONS, orders and instructions. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY, STATE or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. Sanctions for Non - compliance: In the event of the CONSULTANT'S. non - compliance with the non- discrimination provisions of this AGREEMENT, the AGENCY shall impose such AGREEMENT sanctions as it, the STATE or the FHWA may determine to be appropriate, including, but not limited to: • Withholding of payments to the CONSULTANT under the AGREEMENT until the CONSULTANT complies, and/or; • Cancellation, termination, or suspension of the AGREEMENT, in whole or in part DOT Form 140.080 EF Exhibit H Revised 6105 6. Incorporation of Provisions: The CONSULTANT shall include the provisions of paragraphs (1) through (5) in every sub - contract, including procurement of materials and leases of equipment, unless exempt by the REGULATIONS, or directives issued pursuant thereto. The CONSULTANT shall take such action with respect to any sub - consultant or procurement as the AGENCY, STATE or FHWA may direct as a means of enforcing such provisions including sanctions for non - compliance. Provided, however, that in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a sub - consultant or supplier as a result of such direction, the CONSULTANT may request the AGENCY and the STATE enter into such litigation to protect the interests of the AGENCY and the STATE and, in addition, the CONSULTANT may request the United States enter into such litigation to protect the interests of the United States. Exhibit I Payment Upon Termination of Agreement By the Agency Other Than for Fault of the Consultant {Refer to Agreement, Section IX} Lump Sum Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made shall total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Cost Plus Fixed Fee Contracts A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is to the total work required for the Project. In addition, the CONSULTANT shall be paid for any authorized extra work completed. Specific Rates of Pay Contracts A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this AGREEMENT plus any direct nonsalaty costs incurred at the time of termination of this AGREEMENT. Cost Per Unit of Work Contracts A final payment shall be made to the CONSULTANT for actual units of work completed at the time of termination of this AGREEMENT. DOT Form 140 -089 EF Exhibit I Revised 6105 Exhibit J Alleged Consultant Design Error Procedures The purpose of this exhibit is to establish a procedure to determine if a consultant's alleged design error is of a nature that exceeds the accepted standard of care, In addition, it will establish a uniform method for the resolution and/or cost recovery procedures in those instances where the agency believes it has suffered some material damage due to the alleged error by the consultant. Step 1— Potential Consultant Design Error(s) is Identified by Agency's Project Manager At the first indication of potential consultant design error(s), the fist step in the process is for the Agency's project manager to notify the Director of Public Works or Agency Engineer regarding the potential design error(s). For federally funded projects, the Region Highways and Local Programs Engineer should be informed and involved in these procedures. (Note: The Director of Public Works or Agency Engineer may appoint an agency staff person other than the project manager, who has not been as directly involved in the project, to be responsible for the remaining steps in these procedures.) Step 2 - Project Manager Documents the Alleged Consultant Design Error(s) After discussion of the alleged design error(s) and the magnitude of the alleged error(s), and with the Director of Public Works or Agency Engineer's concurrence, the project manager obtains more detailed documentation than is normally required on the project. Examples include: all decisions and descriptions of work; photographs, records of labor, materials and equipment. Step 3 — Contact the Consultant Regarding the Alleged Design Error(s) If it is determined that there is a need to proceed further, the next step in the process is for the project manager to contact the consultant regarding the alleged design error(s) and the magnitude of the alleged error(s). The project manager and other appropriate agency staff should represent the agency and the consultant should be represented by their project manger and any personnel (including sub - consultants) deemed appropriate for the alleged design error(s) issue. Step 4 —Attempt to Resolve Alleged Design Error with Consultant After the meeting(s) with the consultant have been completed regarding the consultant's alleged design error(s), there are three possible scenarios: It is determined via mutual agreement that there is not a consultant design error(s). If this is the case, then the process will not proceed beyond this .point. It is determined via mutual agreement that a consultant design error(s) occurred. If this is the case, then the Director of Public Works or Agency Engineer, or their representatives, negotiate a settlement with the consultant. The settlement would be paid to the agency or the amount would be reduced fi om the consultant's agreement with the agency for the services on the project in which the design error took place. The agency is to provide H &LP, through the Region [DOT Form 140 -089 EF Exhiblt J Revised 6105 Local Programs Engineer, a summary of the settlement for review and,to make adjustments, if any, as to how the settlement affects federal reimbursements. No further action is required. There is not a mutual agreement regarding the alleged consultant design error(s). The consultant may request that the alleged design error(s) issue be forwarded to the Director of Public Works or Agency Engineer for review. If the Director of Public Works or Agency Engineer, after review with their legal counsel, is not able to reach mutual agreement with the consultant, proceed to Step 5. Step 5 — Forward Documents to Highways and Local Programs For federally funded projects all available information, including costs, should be forwarded through the Region Highways and Local Programs Engineer to H &LP for their review and consultation with the FHWA. H &LP will meet with representatives of the agency and the consultant to review the alleged design error(s), and attempt to find a resolution to the issue. If necessary, H &LP will request assistance from the Attorney General's Office for legal interpretation. H &LP will also identify how the alleged error(s) affects eligibility of project costs for federal reimbursement. If mutual agreement is reached, the agency and consultant adjust the scope of work and costs to reflect the agreed upon resolution. H &LP, in consultation with FHWA, will identify the amount of federal participation in the agreed upon resolution of the issue. If mutual agreement is not reached, the agency and consultant may seek settlement by arbitration or by litigation, Exhibit K Consultant Claim Procedures The purpose of this exhibit is to describe a procedure regarding claim(s) on a consultant agreement. The following procedures should only be utilized on consultant claims greater than $1,000. If the consultant's claim(s) are a total of $1,000 or less, it would not be cost effective to proceed through the outlined steps. It is suggested that the Director of Public Works or Agency Engineer negotiate a fair and reasonable price for the consultant's claims) that total $1,000 or less. This exhibit will outline the procedures to be followed by the consultant and the agency to consider a potential claim by the consultant. Step 1— Consultant Files a Claim with the Agency Project Manager If the consultant determines that they were requested to perform additional sei vices that were outside of the agreement's scope of work, they may be entitled to a claim. The first step that must be completed is the request for consideration of the claim to the Agency's project manager. The consultant's claim must outline the following: • Summation of hours by classification for each firm that is included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Timeframe of the additional work that was outside of the project scope; Summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; and Explanation as to why the consultant believes the additional work was outside of the agreement scope of work. Step 2 — Review by Agency Personnel Regarding the Consultant's Claim for Additional Compensation After the consultant has completed step 1, the next step in the process is to forward the request to the Agency's project manager. The project manager will review the consultant's claim and will met with the Director of Public Works or Agency Engineer to determine if the Agency agrees with the claim. If the FHWA is participating in the project's funding, forward a copy of the consultant's claim and the Agency's recommendation for federal participation in the claim to the WSDOT Highways and Local Programs through the Region Local Programs Engineer. If the claim is not eligible for federal participation, payment will need to be from agency funds. If the Agency project manager, Director of Public Works or Agency Engineer, WSDOT Highways and Local Programs (if applicable), and FHWA (if applicable) agree with the consultant's claim, send a request memo, including backup documentation to the consultant to either supplement the agreement, or create a new agreement for the claim. After the request has been approved, the Agency shall write the supplement and /or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. No further action in needed regarding the claim procedures. DOT Revised 6/05 EE Exhibit K 05 If the Agency does not agree with the consultant's claim, proceed to step 3 of the procedures. Step 3 -- Preparation of Support Documentation Regarding Consultant's Claim(s) If the Agency does not agree with the consultant's claim, the project manager shall prepare a summary for the Director of Public Works or Agency Engineer that included the following: • Copy of information supplied by the consultant regarding the claim; • Agency's summation of hours by classification for each firm that should be included in the claim; • Any correspondence that directed the consultant to perform the additional work; • Agency's summary of direct labor dollars, overhead costs, profit and reimbursable costs associated with the additional work; • Explanation regarding those areas in which the Agency does /does not agree with the consultant's claim(s); • Explanation to describe what has been instituted to preclude future consultant claim(s); and • Recommendations to resolve the claim. Step 4 — Director of Public Works or Agency Engineer Reviews Consultant Claim and Agency Documentation The Director of Pubic Works or Agency Engineer shall review and administratively approve or disapprove the claim, or portions thereof, which may include getting Agency Council or Commission approval (as appropriate to agency dispute resolution procedures). If the project involves federal participation, obtain concurrence from WSDOT Highways and Local Programs and FHWA regarding final settlement of the claim. If the claim is not eligible for federal participation, payment will need to be from agency funds. Step 5 — Informing Consultant of Decision Regarding the Claim The Director of Public Works or Agency Engineer shall notify (in writing) the consultant of their final decision regarding the consultant's claim(s). Include the final dollar amount of the accepted claim (s) and rationale utilized for the decision. Step 6 — Preparation of Supplement or New Agreement for the Consultant's Claim(s) The agency shall write the supplement and/or new agreement and pay the consultant the amount of the claim. Inform the consultant that the final payment for the agreement is subject to audit. Exhibit M -1(a) Certification Of Consultant Proj ect No. Local Agency Spokane Valley I hereby certify that I am Principal and duly authorized representative of the firm of Sargent Engineers, Inc. whose address is 320 Ronlee Lane NW, Olympia, WA 98502 and that neither I nor the above fain I here represent has: (a) Employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to solicit or secure the AGREEMENT; (b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this AGREEMENT; or (c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above CONSULTANT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out this AGREEMENT; except as hereby expressly stated (if any); I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. Iq 11.3 Date DOT Form 140.089 EF Exhibit M-1 (a) Revised 8/05 Exhibit M -1 (b) Certification Of Agency Official I hereby certify that I am the AGENCY Official of the Local Agency of City of Spokane Valley , Washington, and that the consulting firm or its representative has not been required, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this AGREEMENT to: (a) Employ or retain, or agree to employ to retain, any firm or person; or (b) Pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; except as hereby expressly stated (if any): I acknowledge that this certificate is to be available to the Washington State Department of Transportation and the Federal Highway Administration, U.S. Department of Transportation, in connection with this AGREEMENT involving participation of Federal -aid highway funds, and is subject to applicable State and Federal laws, both criminal and civil. f� Date DOT Revised -05 EF Exhibit M -1(b) f % Signature Exhibit M -2 Certification Regarding Debarment, Suspension, and Other Responsibility Matters- Primary Covered Transactions I. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; B. Have not within a three -year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or 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 federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; C. 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 (I) (B). of this certification; and D. Have not within a three (3) year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. II, 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 proposal. Consultant (Firm): Sargent Engineers, Inc. (bate) DOT Form 140.088 EF Exhibit M -2 Revised 6105 gnature) President or Authorize Taal of Consultant Exhibit M -3 Certification Regarding The Restrictions of The use of Federal Funds for Lobbying The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: 1.No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Farm -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Consultant (Firm): Sargent Engineers, Inc. 1 / ( ate) DOT Form 140.099 EF Exhibit M -3 Revised 6106 (S gnature) President or Authorized Official of Consultant Exhibit M -4 Certificate of Current Cost or Pricing Data This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in section 15.401 of the Federal Acquisition Regulation (FAR) and required under FAR subsection 15.403 -4) submitted, either actually or by specific identification in writing, to the contracting officer or to the contracting officer's representative in support of On -Call Services, Project No. * are accurate, complete, and current as of * *. This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the offeror and the Government that are part of the proposal. Firm Sargent Engineers, Inc. Name Erik Martin - Sargent Engineers, Inc. Title Principal Date of Execution * ** 1 9 / o Identify the proposal, quotation, request for price adjustment, or other submission involved, giving the appropriate identifying number (e.g., RFP No.). Insert the day, month, and year when price negotiations were concluded and price agreement was reached. Insert the day, month, and year of signing, which should be as close as practicable to the date when the price negotiations were concluded and the contract price was agreed to. DOT Form 140 -089 EF EAftit M•4 Revised 6/05 SARGENG -01 AHARMAN A� °, CERTIFICATE OF LIABILITY INSURANCE DA 1/912013"" 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 Ileu of such endorsement(s). PRODUCER DBA: Western States Insurance Agency of The Dales Western States Insurance Agency, Inc. P.O. BOX 1940 The Dalles, OR 97058 CONTACT NAME: AX PHONN Ext (541) 296 -2268 AIC No): (541) 296 -9427 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC # 'INSURER A:The Hartford Casualty Co INSURED Sargent Engineers, Inc 320 Ronlee Lane NW Olympia, WA 98502 INSURERS: SeaBright Insurance Company 2121/2012 INSURER C :U-S. Specialty Insurance Co EACH OCCURRENCE INSURER 0: PREMISES a occurrence INSURER E: MED EXP (Any one person) INSURER F: PERSONAL & ADV INJURY .. 0= %AQIAIN kIIIRAQI=D• 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 LTR TYPE OF INSURANCE POLICY NUMBER MMIDD/YYYY MMILDI D1YYxYPY LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ® OCCUR 52SBAVW7185 2121/2012 212112013 EACH OCCURRENCE $ 1,000 +000 PREMISES a occurrence $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY .. $ 1,000,000 GENERALAGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY F1 z Loc AUTOMOBILE LIABILITY PRODUCTS - COMP/OP AGG $ 2+000+000 WA Stop Gap COMBINED SINGLE LIMIT Ea (cadent $ 1,000,000 1,000,000 BODILY INJURY (Per person) $ A X ANYAUTO ALLOWNED SCHEDULED AUTOS NON 'OWNED HIRED AUTOS AUTOS 52UECIV4082 2/21/2012 2/2112013 BODILYINJURY (Per accident) $ (PRO PER ACCIDENT $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGRE� TE $ EXCESS LIAB CLAIMS -MADE DED RETENTION$ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTNE OFFICERIMEMBEREXCLUDED? (Mandatory In NH) tfyes desuibeunder DESCRIPTION OF OPERATIONS below_ X TWC STATU- OEM' - $ B NIA 883111395. 7/23/2012 7/23/2013 EL EACH ACCIDENT $ 1 + aao aoa E.L. DISEASE - EA EMPLOYEE $ 1 +000,001 E.L. DISEASE -POLICY LIMIT $ 1,000,00( C Prof Liability USS1223160 8/1612012 8116f2013 . Ea Claim /Aggregate 2,000,080 DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is rertulred) City of Spokane Valley is an additional insured as per written contract or agreement between the insured their client (City of Spokane Valley) on the general liability policy and automobile liability as respects to liability arising out of activates by or on behalf of the named insured per attached Hartford Endorsement SS 00 08 04 05, Pages 11 -13. City of Spokane Valley 11707 E. Sprague Ave, Ste. 106 Spokane, WA 99206 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE w� law- svrvewv�.v.....�....,.......... .- .....a......___.._. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD _____ SARGENG-01 AHARMAN DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE �.. 2/5/2014 THIS CERTIFICATE IS 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: The Dalles Office PHONE FAX Pa newest Insurance,Inc. (A/C,No,Ext):(541)296-2268 (A/C,No):(541)296-9427 P.O.Box 1940 E-MAIL ADDRESS: The Dalles,OR 97058 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Casualty Insurance Co INSURED INSURER B: ES-irgent Engineers,InC INSURER C: 320 Ronlee Lane NW INSURER D: Olympia,WA 98502 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 ADDL SUBRI I POLICY EFF POLICY EXP LTR TYPE OF INSURANCE mq�m � POLICY-NUMBER - JMM/DD/YY_YY) (MM/DD/YYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 52SBAVW7185 2/21/2014 2/21/2015 MingEEIMEoNccTuErprence)A X COMMERCIAL GENERAL LIABILITY $ 1,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY X JERO LOC WA Stop Gap $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) A El ANY AUTO 52U ECIV4082 2/21/2014 2/21/2015 BODILY INJURY(Per person) $ TALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS El HIRED AUTOS X AUTOS NON-OWNED PROPERTY DAMAGE (Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 A EXCESS LIAB CLAIMS-MADE 52SBAVW7185 2/21/2014 2/21/2015 AGGREGATE $ 2,000,000 DED RETENTION$ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER ANY PROPRIETOR/PARTNER/EX ECUTIVE Y/N N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED. (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) City of Spokane Valley is an additional insured as per written contract or agreement between the insured and their client(City of Spokane.Valley)on the general liability policy and automobile liability as respects to liability arising out of activities by or on behalf of the named insured pursuant to the attached endorsements SS 00 08 04 05&HA 99 16 03 12. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y p y ACCORDANCE WITH THE POLICY PROVISIONS. 11707 E.Sprague Ave,Suite 106 Spokane,WA 99206 AUTHORIZED REPRESENTATIVE / t / f /f'i ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD , t-1 • 4 _4, BUSINESS LU6unY COyERAOE.FORM Receives a elitist)or w�be!demand a 4• YMe wpl rake these payments rogardbsa d. ' lit* m br QanttSaa because d iha'bodily faun;'Thee paymsnls whip not exceed the. JMwy,a a =lirrhit of VYte darape';a BUSINESS LIABILITY COVERAGE FORM - (3) eeoort awsae by arOy o her mans tlhat _axp.na nc�e' will pay Various provtsborhs in fhb Oki*tested .Read the'mum Pot*, 'may .bjury'or Y Oe'h (1) hleesaid administered at the time of an ter +pr detemihOe IlQMe,daales and what 000uradalasbegun b gorses ' is and is not covered. . E. aquae of`0otlily induce (Z), a+Oadtat s• didmed by any person or ' ludingt.past arc Througfre,flocs poky the words you"sad your'refer to the Named Init ed shown in the Declarations.The words denla! scions. including prosthetic •o",'tau and"our"rokr to the stock insurance tawny member of The Hartford ot0ania'aYon-for are,loos of scions a prohildip this iriacrrarOOe. devka.and Minn resulting at.any time from the"bodily The war 1 lower' means any Rao' n or organization quatifyko as such underSectlon C Who le An Insured. as) Necessary ambulance, hospital, '4 Other words and phrases that appear in quotation masks have spacia,meaning•Refer t.$estioa.G.-debility And e. Inddernfal Madera lie P oral nursing and funeral m an Medhal E>al*f s De serwkoes s,1 j M arising out of the ,3. CONEAA(iE EXTJ ION• -Iendertng of or failure to render SUPPLEMENTARY PAYMENTS ., A:COVERAGES ,f' le)The 'boili► biay'er care sonless as a• o phl►iician danlfd.nurse.ame ply,with seeped to any dNrn or 'ProPmtY a. %udf' 0 1. Bt S LiABM.ff1f COVERAGE(ICOi.Y ." � cawed by an medical technician or p inveMgate or sdtie,of any'serif' F NJURY.PROPER1Y DAMAGE,PERSONAL ooa:uranoa ttOit takeO liters k the paramedic s ao b be caused an defend: AND 'coverage torrltory',' by bet ari bsured wa NeWRY) '+ocaxamarOa.but only if: (1) All y we incur. g l Iflg AgrwrnaM{ (d)Tile 'bodly injury' a. 'jhroperty ace)The pfyysidaO, dentist, nurse, (2):Up to$1,t�lo0br`the cost of bonds, a." ism e* as dung`"ins policy or e,. pay Cosa easels that she insured period: emegency medical technician rewired— Oaearase d aodatarts a tram, o Osoonill kDalye sums that to pay as pfuemedfo b employed by you is ;taw vioialiona;seisig out of the use of. h (c)Poor se the policy pedlod no insured provide suoh sere ces•and any eb de f'which Business danNpes Oeaiiine1 of 'bodiy blunt'. •" !laid under Pifagraph 1. Sedan Liability prosy ar..:'peRarlal and (6)YDi Ml .not irgpad in the COhrasape fef' ib,injury .wi, ,c., Wing°b rAn Insured and no . advertla : !°os witidO this insurance ,f a ooarpation of providing root Acv.b ttarObh these bonds. "�entpbyee aOCttOortled bjr You lo eke NI spots:`vie wit tiiiae the este and duty te or •reoeiwe�aiotioe of an'ocaOarOerroe• such iretvloaa. {3) The ooM of appeal bones or bonds b ,ate defend the Msued agatnat any "sun' orcbim,imew flat die%army Tiny ` In f=or`the ,purpose ef detenNrbnp the t Mae in the but only for bond seeking those dami*. However,we we ar., Y had occurred, irtis of b sunonoe for isoddsrrlai medial araaarts within applicable of mil hone no duty b darfertd the Wined against ,ht whole or<b Qa, any:;ad or omedion • rrrtnoe.:Vllb do not have b tumiah M any."a+* se!ldng�danagas for"bodily lepether wit these bonds par tt such a listed insured or ahaallOorimed h ail misted ads or ., injury;:"r'opsdy dam,ga•'Or"personal and 'tea ontisalorts — advedisi ig MJuryµ'to"which this Insurance Imo.fxiR as t> y period,that tithe furnishing of thane (4t Ag reasm able c raw Masrma f by the a=s does the "bodiy bJury,or 'property serwoes b any one person will be :bet r#Q:ut our request b assist a in the c oora:lslaad one•ooaxnrrenoe 11111 damage" oarcurned: then any investigation or defense of the claim or Vtb ray,id our d Oaniion,investigate any am000Mion MEDICAtE EB : earnings' •� "oaxarrnaas•or offense and settle any claim d such °a won including actual Toss of tl■� ,' Y or'propeaty urlrrg Age�ierrt y of = or"sue"that may ahs�suL.But rasa Alp o& a day because time oil �; damage*casing or air the m work. Ion (1) Thor amount sure wit pay tor damages is laded-we-be'deemed b have been toy „medical,crones es described (6)'°N coat quoit!against the Ins in bidtsd as desrxtbud.M Sailor 0. prloflo po�yperiod, accident: nom►injury"caused by an mown �. . = liability And Medical Experues Undfs (2) To ysrsornd and advedising"Injury s Of h%surana�a,and caused an ohtanse 1:1"Pa+ela loom M Internet awaawd against by mind out of your N) On you own of rent; the iruaird on that paR of the judgment t• (2),Our right as duty to defwd ends when .but only If the"oltame was (21 On ways next b.premises you own or we Palettes Make an offer to • we hail uud sp t e�am bb bid of comic"'ratted b'the'coverage tonttory :•rinf or �Y the s ,'biuno.- bO the payment of judgrnenis. cut*die'policy period' INN appl_,.. .Yank d insurance,Owe whdN not an. S (3)?Beanie' otI►ouroPenations: lint tr Plat Memel based on S serlerrOertb Or rraatiral snapalOaes b wwflidh C. "BOdily'bJury cr'p openy dantepe"w8 be that period creme after the otter. s 'fhb Theron applbs :, deeded to hive been known'b have provided _ _ No other o6 ipn or iabiity.to pay sauna er oaaimed at'the wrist;lime when any (1)'' aoeidera talons place in the m All g interest.at the!asp ter ant of any Rd _� perbrn ads or aervioes b covered amless 6O;u�ed Tared unali>'Paiagtaph 1.of Section `'ate Amy"``and'during the accrues fr after entry ores aroa ixpidty. po+ for OrrOder. Conerrge C.—VYIo is An Insured or,any lienOptoyee" pMcY parlod. Judgment grad before on haven paid. r Embrace-Suppieriientsry Payments. - authorized you to Ore or recahee notice d2) Thee ertses are irOCUred and reported to-pay,`or east that h court the Of the juOQnant that b within the b. Thus insurance appiba of an"aceumnoe•ordalm, to us-wlshtn throe years of dated insurance. (1) To "bodily injury"``and 'property (1) Reports at,or any part,of the'bodily the accident, d appNcable dab of damage"�y t: injury."or"pa+epalY damage"b us or (3) The injured.Person submits b rodrrce the eirrns of keynote. any other Maurer, examination, et our expense, by physicians of our choice as often as we reasonably require. form SS 00 011 04 05 Page 1 of 24 a 2005,Tito Hartford Page 2 of 24 form SS 0008 0406_ • BUSINESS UA81t.ffY COVERAGE FORM BUSINESS LJABIiJTY COVERAGE FORM b. If we defend an insured against a"suit" So long as the Move conditions are met, (b) inter or'broperty doge* - and an hOdemnitee.of the insured is also afomeys'lees Inca led by us in the assurrad b a cweact aagreement �)Perforriiinp'dubs robbed to the named as a poly to the'iutl"we afV defense of that irOduon ilea,neoessaryr that b an bnsis;ed tea" oondarct d insureds busirhess.a. defend flat irhdemnitee'if at of the incurred 12) The Grouse,fJaild,parent,brother a biovedrhQ"eondktons sae met: by us and pavlded the `bey injwy a st:Eet d . . rnoessrarY +aas homed 'property*r damage accuse a: a (1) The "buir $dinar the indermtlae by ttOe afoderrWlee H our request will be saabeequeso to floe aiwaAion d the consequence o!(1 jabove. < seeks damages"for which the Insured paid as ga�pplertaeiatsry PiynOenbsonbsax or This eradusion applies has aauinid"the liability of the Not standket the,.provisions of -.pa pose,of Milky amarrOed In (1) IAAhelfher the may be fable as indemni en M a aMnad a agreement Paragraph 1.6.(b)cif Se lion B.— en insured alt t".reasonable an employer or In any other capacity; that a an"inaured`contred.% Exclusions,such payments was not be 'f flies°and neoasswy end ' (2) Mb insurance apples b such iiabfNy deemed b be:dank ges.mr'bodily ! boned by or for (2) To any- to share damages assumed bflthe NOSUrod; i+OJarry 4nd'P�Pwtr damage•and vrlll party oQOw> an Insured are • with or jepaY orrOeone else who rnud. not reduce the Mils of insurance. deemed b be because d na baaeause tithe in ce) The otiat~on to defend:a the oust of .a pay d: may. trt ., the defense of,that'.(ndernnkee,has Our„How...,b`dating an kaOxed"s pr dsd: We" Thin exduslorO'does not'apply to titled) also lacers assumed by fine Insured in indemnitee and to::pay for attorneys'fees assumed by the h on d under an"insured o the sane'Ir vied contrail'• and necessary Nbgation expenses as (5) Miley te such patty kw,` detaerae ' SuRemtentary Payments ends when: °� Palle (q The slk0atbns h the"suit"and the cortrad' m informatlbro we kcnow about the t1) Wle hate used up the applicable limit o abo been asstemed in del 1' Podartfon " same'frOSineacontr ".and fit) 'Godly hJ ";. damage'or r. •occuisence are such that nil confild d impotence in the payment of D act ge �' appears to exist`behwan the interests JerdDrtarta oraettlements;or '. fees and I a advsrttairgdinjury' ' (t 8 of than tiaured'ac d the Interest of the menses are for a out he sctuat, or• ,e, (2) The eaxldNbrOS sd fetlt above,or the o irhdsrrOnilae, Aims of jinn desgibed h efens_of that party against a eased disclarPe,; dispersal, c ohet! or alternative dispute :.N°P :migration.release or escape v, (5) The`indsnOnbee:and the insured ask gaph(8)+d!,are no longer met. . ° furs to oadud and cadrot the defense B.EXCWSiONS : b which nt* t0 which this 1s,)At or from" .of that hndemnitee against such'tut" u ;sibs or Appikabfi To @tuinaOSs Lhbi Cows c applis aR location whirl b or-was at any and-agree that we can assign the 1' Y ge . , oso same counsel'b defend the insured This lnouranoe does,not apply to: Bed Liability x or oaupad by,or >r and the kdermitae,and "Bodily teller a to any insured.. #. Or intended Injury =Ell 4i) The UdsnmRae -(1) 'Bsdlry'.ki oy"er•property(lathlike" "alank*any non Maurer nay be held Ebb by not apply to..,s t does. Weenier.this (a)Agreees In writing to:; expeetad or intended from the moo 4 Cooperate wftb us in the of the Insured. This (1) Cauairq, or mouton* to the ' Yong.,red ante by bitoodcadon ofanylOerson: and anted s innaalbgatbn, sellterhent a exdusiorh dace not apply to"bodily stooks— lrfnes waPot a soot• arena of the"suit'; from the use,d roaaonabk resuahlg (:) The 1riOder b °�or` QQ ► x force to (i)krurOediatafy send us coplea of a a4wPment that,is need to heat, any tlerrrarOds, notices, proNd,..-.a property;or n Dunce of aloohcl;or toot or deaun ify Me bulking,•(2j 'Petaonal and adveatfs 'injury"arising t41 Any at$ute.ordinance`or regutatbn s,4 aq +t that Is used to ® sunsROaaes or:legal papers in0.. , out of an olknse conflated >etlrg to the sale;ptfb,cat or theor fi,t water for psi peel use,by � received°let connection with ... by,at the .� the.?sult• ditedion::d or with the consent or use ofaicohoilc beyer,g the oocuparats atheir a� (ib)Nagy any other insurer whose aoqubsiaorhoe:of tl1e bumf wI h the This robskiii apples`only If you are in the r 'a wow oovera n is available to the °�bilking'personal and busiraeao of rrOanufaakatnp; dtagrlbuBrhg, (a) injury": or'•propety indenttee;and. 0 b aen og or' 0 adoohot c damage'ibr Mehics You maybe b. Contractual Liability b Des- thssd rmbk. If'you are a 4b)tooperate with on with ' a. WoakeR'Canpensatbn And SNOpar red the owner or uhsting other t11 iy bjay'or progeny dammage,or contactor-and s reaped to cooed tJwa lessee of scxxsr prerObes,rile a s applicable insurance avaialble (2) 'Personal and advwtlsing injury Any.obligation of the Insured under a bcadion has babrO'idded b You �s to the kndemnhee;and for which'ttie insured b obligated to pay workers'compensation,disability benefits 1> ►as an addiliotal irhstared ME (b)Provkifes us with written damages by mason of thin;assumption of or urn value r aulhotization to: liability in a contrad or agreement. M compensation law a to your ongoing any sinner Nw apsratwns performed.br Shot apply to liabotty a," addilronal; at that 11111 0) Obtain' records and other This"exclusion does not Employees Wbiky E Inform!tton related to the for damages because of: 'Bodily injury'b. Om s,:ape or location and 'sup",and (a)Ike*Intel'', nY dam'or such Premttres::errs a loation s,1 41) M employee or the insured arising Is net and never was owned a (it)Conduct and control the 'personal and adrerUsirg injury that out d and M the course of: occupied by, or rented or defense of the Indemntlee in the insured would have b the boned to,any insured,other aunt"suit". absence;,of the =pact or la)Enspioyment by the insuntd;or agreement;or than that addEothel ihsurod;or Form 8S 00 08 04 05 page 3 of 24 Page 4 of 24 1, .... 1 BUSINESS LIABIUTY COVERAGE FORkt . . - ilUtlffitidi UJUBILITY COVEIULOE FORM . . ,, g. Airaaft,Auto Or Watercraft (2) The use of'mobile equipment'in,or • , _.‘,..,. . tebstied s as Pont of the 'Badly in'"?or"Poway ihmmor ow% while in practice or preparation for.a. 014 iriodof sijory" or'PoPellY , p.m. being performed • .. doornail,'adsitig out of heat, o ' mantenanoe, . - entruithioniki others of Witham,'auto" dimilwon contest or in any Morning smoke'or fumes from a . by such insOrld.contractor or hostilitine"; or watemadi owned or operated by or fantod ,,. codyftY-, . •- ." ........sire or (V),itodit inlwr or Imamitir or boned.to iiny'iinitaxt,'Use (b)Al or from Pm•••,-----. ,....... --- ..,- a,,...-... ..suslatted within a __ - - -- - •- -.:- - -,--troamori'"vAdrli iti-be was at any -. .r.,_• ,, . ____.by the ' - --'Militieah.."'itialhigiira""r" IknifY'Inicle. ,!PriffeitY,.dionotR's or . , . , , , time used by or for any band or , ,24°°miss° Ms exclusion,applies twn-If the dabs *personal an,ci advedisb*,injurf,however orhori ftir the handing.8101100. nbaje,, .,,01 gases.funs cir against Int blind'Whig*`serciligence or cased,arising;'direditorindrectly,out of: disposal,'procetroing or treatment miaow Atom materials bought ober iiingtbkie Irt the ecilinriolon: (1)'Vdsr,including airiadarod or civil war; into-that Wooing In connection empkwherd,.trainlog or montodng of others , . , , •,,,,„-...- of waste; • 42) Wadikro artiiiii:by,a'mliitart,force, (c)Which are or were at any time widi.,„ f.ff,selstio,,Poing Posoned 'frtyOu-or'ion your behalf by a by that:insured;if the tiocumome"solidi aldied-the Wei Ininif fX IMMO illailding;;;:iiikil,"I la. hfildOliiiii Or bensPortects' handled. st°44. . cOnbaciora,artannbactor;or defending-against an actual or donne.' Involved the owneship, 2. treated;disposed of,or processed , expected attack.by any emonnfillmt. .. alfirieste by Or for:: • . BS)"BrothitAnjwy" or 'property .,- , mattenencle,use ix adnxstment to others of -, VI .ISSMIgel.arising out of heat, eimillaf°Ut 46ficOlkorele.00.00"nel5h1P.autebi fraor tentsd"ateNna- —orr losnedihatUSetobol ' ' , '-c-,dllinsiYaNesia'fiel"8,,gierti:r-fulengede.,.....,7....,61mcan:.*a.:,,,speed 1 using or or IQ AllY InS,iIrs..ed;or ' 'mese,or fumes from a ,.$ .00,mil:ionic"or agantration for •,".(ii.sr...r any instinii.---'1...'.' (3) friatinsalial,,,'rebefriork,,revolution, ,•... . . ...... ••• •_ ,..-.• ... - onnorli.You mot'b° *1°4 (e)Al or em any bombes,ale or TNs exdirsionikieli notopply to: osolPod.'POVeror WO taken by : o _,., leaponsilde;', basin-en Which any insured or any ., •„ goiernmentro 11* Iiindering or I' _ (d)At or Irian any premien,sib or , omoor or wow...to. . .. .,.. ' (1)A-"Item°11 whilei6ksre°n premises - J'' modllyPnibiOsl.,,d,„skage.41,,cibidinitiote.7*"..,.propoc,7'ityl . or , g eiceithe..*wadi any insured or wortilm directly or inclinortly on any (2)A watering'you do not own that is: sn's any contractors r subasitracic.s . inbred% behalf we pertaming ' .,.. sodilnitf:all'eCtlY or indhectif on ' asireeions ff Ono operations are to ,As):Less thattil Obi long;and eperionarridd'achniltbing'inj.ey arising any-''.'ininitiid.15-' Imbed are lest Itin,mcmitor,Clean up,fOMOVO, ''-lb)NM,being used to carry persona out afro.:isitibidngiii ir*bre to render - '.perbriSini f,''dominions If the - (emir;keid,detoxify or netrarlize, , , „......, .--, . ' ' .- for athergc- ,' 'lint Iiiitsiiiii1,,ilaiOci:l'tlikt inducks "pollutant',a.are bought-on or to taifilany Way respond to,or assoss ' " ,,.., :..., ... (3)Partdrig'an,"auto.on,or on tlie ways ' bet iiiiiiiiiiiiiiiiito:.'f."' ..• '- _ EN the iirSiiiiitifi,ski or iodation in hiefbria 01,ItiolkStrite. „... ..,„,„. ,• ,,., , .,premises you own or rent, (1) Logril,:,,,,.'occorn,ding or advenising 7.61 . .,cianaktierfl;With suCh 0Pholth= , (2) a;iii,toss cost or expense arising out ‘• .imedtlieliittri''is not°maxi by or , .,••seimaiii;- .Pro. am sikh-:.,-,thiOuil, contractor r of if* .....';','.:.;,;,"', ,„.,„ , „ronlidfor loaned to you or the insured; -(2),Propstig;'.-eiffilitnibse'or foal tr) mos subcoidOefOL,:, Hower ofder MI - , . , (4) Willi minted tinder any"insured • '-.: PreillIdlr':or,U.OPlatrtor.IdoPt. shop .. ...-. - - ... ...,„ IMNI suir.**,-•;.,,Ph', ikas..7,"ap*t°: '(a)oriftluesta•seintilitatliamm.maiirenteritui °rthateiledcaYeni „..., , „ontritein, ,,,,,'-2---*9:. the at ownereaktmahlorp, ,Ihinotngs;opkolorie;',.mixots.amyl.. , ..., ., 40','.131,011i,'*Or'or *P":9" Mixed overbore kird Ox,monitor, .., _,,„ .... L'vill '- iiijor..cojouog out of the .,_...,,,, .,. dean3 up,-mom,,contain,beat, vroftionidt:''''' field Wets'chin&aiiits—,designs or d -twat*and specillowkag um. '.-esrial'ef Abb.'Warrants or g*iagiorrowtodiale;'Or kl idlY waY _ (5)'"Sridgif injury or'property damage' (3) Simendib4i,Inabction;architectural Orher,aiiratko Sulds width are respond to;rx swat the effects of, 1 ;0 neitild to potions the normal . , latsing,„Out Of the operation of any of •°!.•°10013.#_10 activInii°;: ' am• .'sin 'Llitilds";or , : the:04011rd listad iii Paragraph f.(2) IIMI eh:dikter,'--,' loydraMik or ft)'thiclical.:suisibid,',.•chmtal, x-ray or . .inechanictil, -,•.',.= functions (1))'Cielit or suit by-or on befall of a Or-143Fri'the'definition of'mobile -11tomeeing'Mogi" 'On'aervices:,' 'ffliatmeni-:',1, advice or ION - ,--,- , iiiiiimmintal'i.=,,,,-authority for efti-rilidenntw '-- ' ,.... necessary the operation of am." 'MO*, ,0414101.nr,,.. alb'Pat'. olornagoo bef.Oloiii of tasting for, lq All'olireilft-fibit.is.*dWnod bY onlY .. (5) Any hilarth-,or'Therapeutic service IN ' ,listroh-,, els.lubricants or other mailtaing,i claming up,removing, 'taiiiiii lei ii iiiikaheriMid or loaned r,,t:,,,beatMencadvice or bstruction; 4,•,= _ ,tijitindiritr'llirlds escape from a -'contrinlist ,detoxifying or vAth stoimhicle4:,;ii01,00,4)0sign•dthentto bohlitis. nelitraltdng:'.or'in any way -,resprinding to or;assessing the entipilid,dolifibt'ipidy'ff the insured (S)-Any ibrce,..tribbient, bribe or -his airy other-instriaxiltir such'bodily -listraithoii". for-''the"'*papase of - . amainitirediakki enhancement,hair offectiOf,apollUtents7.- . lona eacePtiondoettrot aady 11 the ••••■ •, : Or*ProitertY,:diodeoe.whether oars . • Iiiillit kW,or.*PmPertY However.Ibis,PliretpaPh does Mt OBMOVII or replacement or personal the dher baobab*proton,mans, ...:.,,.,.,.... arri. . some . damage arises out of the ready to liabilitt for damages because • ....._ . . .. ,., . •'' . reartintamt Mtn:lig Otherbtisis.„ 'ffrOimnin0; ,.., .,._ ,•,„ ,• , . 17) 00.1oor,ot.„No.,•idivf,,,,,id services ..... "". ''''' kitentkailifilichave,dispersal of''property ditnuale"that the insured , .. . . .. , ,, -h. INobile lEquIrmatis ,.... .„ ,,., . —• , • „,S or release- of the blob, swill i •._, walk!have,in-the absence of such • inoludirarthe or preisratkin. lubricants-or other operating mos reartert,'driniarid;oiler or statutory or 'Bodily'ininnt'or 'property damage fitting:ifenionstration'a distribution of wir fluids, or if., such fueb, rogultdcay reqUireMerd or such claim • arising out of: ' -, ophthalmic• 'tenser and -similar tutabwits'or other operating or "suit' by or'on behalf of a '(1) S Produrts or hearing aid devices; SIB adds are brought on or to the governmental!aurhoriV. by an"auto"owned or operated by or , pa 'radies,41te or location with . , , rented or loaned to aryinsurod;or Me Intent that they be dischalged, dispersed or . Page 8 of 24 Pomo SS 00 03 04 OS Form SS 00 OS 04 OS Page 5 of 24 • . . .._ BUSINESS LIABILITY COVERAGE FORM BUSBIES'S LIABILITY COVERAGE FORM • J. ■ ., ,••% • ' . . 0. Recall Of Products,Work Or Impaired (c)Title of any Merary or artistic wodc (ll) OldomellY or optometric services Paragraphs (3) and (4) of this Pagorotty,-- - ($) Arising out of 11001ferroe committed by- wooing,too not booed to ootootootion exclusion do::not apply to "property . . DiniageS claimed for any toss,cost or an kroUrecrwhose business S: of the eyes and the prescribing, demag„.„.e"_(otlier than damage by Ire)to .• • , expense Wanted by you or others for the _ (a)Advertiaing,,I,, 2 broadcasting, , , .••proporotko%,ilningAernonshation or .joremses,..inclix1,including the contents of such - .distribution of ophthalmic lenses and 'promises,rented 10 you for a period of 7 or loss 01450,Withdrinval,recall,inspection, - _publishing or forecasting; Wilder—ptorkmd: fewer't'beseastive days.A separate Limit reint •ifigatatosont.adjustment,removal 40 Condoning:or determining content 'of,instirolice;:eirpplies to Damage To or dlinosidiff: . . . of mob sites for others;Or (e) Any: ---,.... , . . .•., Prittokris Rented To You as described in (1)NotoProtioar, (a)Body piercing(not including ear sootk.,,. 4,,tr..... , . . 12) "Your war;or. - Piercing): , ' .. ..-.- • . , Parlignisib(2)of this exclusion does not (3) "ImpakulpiopefY: (is)Tattooing,including but not Nmited BM ff the raineses are your yank"and If such..,,grOduct,-•.'mak,or property is ' 414c...).As°°°.:lint..;:i,fitithortin:exdosn4ceses..1":ovkler-ooto.aWeSS.:4 sprNy te Pirrawaphs a.,,to.and c. to the insertion of pigments into or - were.haler'obitgried,rented or held for , ,_ Whims lor recalled from the market or under,die definition of"personal and ... _. under the skhi;and ranter bY you.-,'4.:' . •.• • .. . from me by any person or'organization .• - ' advertift injury'in Section O.- . (c)'Skrolar services; Parrograjoha filiand(4)of this exclusion do , . _.. .. , • because of's"known.oreirspected defect, , ,. Liability-- And /Modica! Expenses „ . ....., ' ' (10)Services in the Practice of pharmacy; not apply to,ffie aie of elevators. thdicienry, kketleonecY'or don9emtis , Oellnithini. „.„. . •• . , . and -,- :-'‘'' ihiroilMONS PL..'(4).(1)and 0)of this cOnditkon,bi IC. ' : „ . ,„ . • • . ... 'For the'purVoters of this exclusion, .4 I. . , , ...9 .(11)Computer •ror 'lio, design or , ,okokasjoo do tiptop*tp fiatNfity assumed p. Paieeilal Am!414.4.1!"r4firli kli..1.., , , , ,pladng•en,•advedisement• fa or ii. 55 - - ramming,liWi.,-,including web „..,undrir I skistrack SafeeMent ' 'iipitaiiiiiiiiitiii,-......,ii4 : - - ,dinkkgr to Ohms on your Web site;by • ..•...itself b not comikbred de balms ,sitodisIgn. . - , , Paragrentni13)and(4)of this exclusbn do . •, ..•-• ,, 1, (1) kiiirdi Orli;Written or ekoctronic , ,. •.... ' 7:1 ., paragraphs(4)and(11)of this exclusion do *_''apply to 'property demotic's to ,,,, , of,,,, advertising.•, .broadcasting, ' **Addition of material,if done by oral • N ., afcioningtheoblatk.,„dim:brof:ntht,:okoloo,:.-!ph:cepeozo,insinecit,,with not apply to:the Incidental Medical bonoweci equirmenr while not being used publishing or tWeristbg; SI , .... cm mabractice';Mirage-afforded under to*Aim r*oratbns at a job site. knowhodge of its , ,, II) Mai out of,row Merin:air that room o • ,-. ., o F'srafinilth 1.4.•I°Secg°11 A.-C°v°1°9°s• 'Paragraph(S)sir this exclusion does not ,. . .. (2) Arising Cat of oral,Written iir electronic - - or bulletin'rioted'the insured hosts, , - , ,.... ...„,_•, ..., . 0 It. 13andige.,TO P,PunillY iroplytelarpriity damage'included in the publication„of,material whose first ' • a riWris,,or.1,Mini which the insured • ''-' ‘,600Soll'oCsitro;' "Property denbge”to:. "prodittrAieted opendions hazanf'. ..,•, (1) Property you own,roll or occupy, L Damage Triyair ProdUci ,. .. .. .,.....- . . (10)Mdrig2join of the'Unauthodzed use of • inioesethiritiedrirockiet ki your e-mall Mei incjiii*:„:any ctists or expenses • ispropruty:::-:own°11°., t°',,Vour Induct" , (3)'Arising OW of a atminal act comndtted acks.iseirsinanie or metitags.or . ...... iheaired iit You,or any other person, arising out ern or any part of,it. ' .by ot at the dina,:tion of the insured; wow _ .., ..._- . .,. ant,Esher Armpit,'tactics to mislead ,,,,,.. orglidatirm-,or entity, for repair, m.&usage To Your Work.. (4) Atishig,tut of any brooch of contract, airtorhiefOra'-iideltiistomeis; leidant.'-':, enhancement oieept:'lit', lied-wand to use r•—■ -- ,- restoration Or maintenence of such . • _ •. .„-.. .... . (11)Arbingbut,of.the vkobtion of a ,-"Out Of ft ortintplut of Wand Included in the! . . ••,,„,,,arideiat's...•athreitisiog,idea" ,,,Jiiiiiiiiii.,;41to•4 privacy crated by - , ,... -.,....„........,_,- ,.., • property kw iny reason, inchaNna , ,,,adireiliatoment";,- , ,,„,„, . •prodirruid.OP,.11lik.os Mules- i 'ant state or federal act. ...., ' .*I-,rvikolicin-,of'injury to a person or .....,.,..,,,..,e.,,,,,,,,,,-,•._, . 'MI5 ds miiiiii to iiiiiithees properly; ' This e,sidutort:.,dOes-not apply If the i (15) Artsingliut of.the,tenure of goods• ''..- 'inis-exciusion does not damagod'irrook:et die work out of which • 1*i*S'ES'4°1,4 cfs t°amf°""with 'lipply hi litibility'for damages that the = (2) promises you,„sell, give away or ...... . 'any.,'i'atirreisiitit,',',id qualky or -...„. • • ...,_;-■-.7 riberiiiii;if the,"propeity damage.arises the da cro arises uss performed on your pericinhoricer-;made, in your , •-'instirinfivou-kl have in the absence of ....... iiitiiiintiant Of those premises; behaff by,'routtraitikictor. . • lidverffieniem";- - such atiteOr fedend act- . aim n. Dainige, Tio knjadrod.,..Property Or (12)Arising_out or.:: ' • ...., (3) OrrifitinilM.!mid to You: (6) Anlioa-Out of the wrong description of ...... PrOPedt,NOt Pi4elcalfy Injured . „ .... mow (4),Personal property in the care,custody Swabs of gaida,'prodicts or services; . (a)An r"advertisernent-for others on . `Prcitelli:eitmage",to'waked property" • ,-yOurireib site; ....... .or cordrol of the insured; (7) Artsing otit of,any r•viohrtion of'any . .- - um •-, .. •. or properly that hie mit Moen physically NM 15) ?bat palladia part of real property on injured,Matti out of:' irdellectisf-rirripenY,dgfds such as (b)PhociAilink'to a web she of ••. ,.- • . .. •which:-you'or any contractors or ET-. . -- ''pat ' matt bade --: others on Yourweb siht; topyrfab, ent, trademark, 11) A defect;deficiency,inadequacy or ""'" ,-,suixiattrictors mating directly or name,trade serest,service mark or (c)Cadent Man-a web site of driers •.,,.... '''rhoPlaYed. within a Ire, Mo or border .■■• , 'Indirectiton yaw behalf are perbming dangerous,condition in your product. other.designation,,,of origin or .1 ' -- - operators,If the"I;sropetty damps. or'yak Work";'Or. authindicity. "- .,, • on yowweb site.Conte' nt includes rubes out of those oporations;or (2) A delay or failure by you or anyone , „,, .,• • However, this exclusion does not • „••....., • infonistio" n" rode souncb kid ..brute, . NIS - .• ., acting on your behalf to perform a (6) That parricide!'pert of any property apply S in your illePhhs or integer,:or -.-..... MINI contract or agreement in accordance "schtertiltomenr,of, •,• „.. „,,,... (dl Compater, code, software or ,■. 'that must.be restored,repaired or „. with its tennt. . ` •, . replaced because your work”was . . (e)COPYrlidlt; programming used to enable: III bconectly jierfturnar on it. This exclusion doss,not apply to the bss „ , ...., (to)Slogan,unions the slogan is also 0)„Your Web lite;or of Wie ot,tther property arising out of _„•-,,,,,,,.,_ sudden rind accidental physical injury to a tnweniark,trade name,service (ii)The presenoubo or functionality 'your product"or your weir after it has Mark or other designation of origin of an"acivertisemeor or other in been polio ho intended use. or authenticity;or' content on your web aka; Page a of 24 Form SS 00 OS 04 0,5 •..,__. ..., -, -_ Page 7 of 24 i t 1BUS LIABLITY COVERAGE FORM BUSINESS UABIUiY=NEW.FORM • (13)Arising out of a viotaion of any anti- (a)May;De awarded a k cigred by 2• App6eabb To Medial Expenses Cowtsge e. A ,you are an insured.Your frirstt3es• toot law; ro�ori`of any clsim or surf VA ail°riot pay for*bodily injury": are also Insureds,but col wiM ,(14)Arising out of the soctuation In price or apegino actuator threatened injury respect to • ord of a.Any Inwood thetrdiulia:as tnr:tees. ,; vibe of any .: stocks.bonds or other � any nature or kHidb To anylrsured,etaoepl'lalurdeerworkafa`. 2�..Each ofthe sear s;'or Oe�<MS a Property Witch would to0owtrp is also sn roared: ::: liked Person- �not have oocumed iii whob a a: 6nptoyres{1s3)Mlsing out of'discrirrhtrialbn or Md Vottgiteet Woriwra Rdaing ion;comrtted by or at the P8R but tot the'ysbastos hard` To a p q�red b do'woAc bin a on behalf Y 'y taa�eer ar e • aaj,..;<:(b).�dor tt 8f.artyreguast,demand, 1►, or afno,nt of any insured. �erbmii►p duties eata�ad to the conduct of dhedt m of any"oxee to o4dCee". s dtredor,``stockholder. partner or order or`abddory ar rpWatory Injury On Nonmagy Oceujrbd Premiss `curer your Otukress or your empbyses number the ialli ed• eeautiment that any mound or To a than eiMer yaur'9soaep live otrce�•(d you in of q. ENebethie Data others iorimonkor.dean up, j�ed on Mat part are an orpardrafion other than a r 'emote, encapsida te. contain, tat person gRneisPtip,joint ar! ,tiabi t noses 1Damapes eri�irg out of the loss of,loss of treat,deto4fy neet�fe or r � aomp�aty)or your4nnnapers(it you a Bs or rem the z of damage to.;comuptlon ot:rabilgr ant' Pond to or assess the Workers'Coanp�raation And$tmHv 'kinked_ Wtiirtympny):but ordy for ads : access, or Inabif0y to manipulate ethects of an�esbest hazard";ofhirf'the scope of thNr e►rrpioymera dj, cfronladat5' (c)Arbs out of any oleim or sub bin To a perturb,- thilietMr of not an Yo+i or whit;Perbriitirp duties misted to V. E oy t�Reittad PacUces damages Weise of. tor, tiY Insured,0 bensAts tor the conduct of your bhusiriess.• bjueY'ate able or must ` �. r. `80diiy injury"K`personal and .detMrGrrP.rerrxwiflg, i�IdK:a be However.f10na„Of • bjwY� ,gip, ins aomyrrersaiion wokrrwakers'aro Mounds or {)' person srishg out of any: or or h t e. SAW” lay" (1) `i9odNy lnjin�" ar Ionians' and (a)Refusal to amiptop that person; •, offsets o!an'fasbeal� ;To a x A�s ��) ,, o `(b)Tate bolt of that �,�w.�,� a Or+didng. you;, person's , Pew jfhjurod wtii (a)To tag your MOM ar +�sY• -- F t. V�oladon Of Il t.c?hat tiowrn E- o or= }' w""""�'i W P np kr any Physical n Mob (if You aro a . o tittle, laic.'P'lia� tkdb or;Other or gdntes.spate Dr athletic « PadnenthiP • (Cl: ' Practices Methods Of Sending Materfial Or ooritiats,° joint v�eriture),b your members policies.ads or omissbns,such as Infornnplon �` ! <a ! inbgrtr ,�,u su p,. ww...,�.w.,, t• Produela"ColtrpMsd dpaaiona Hs:afd ,or` a oD'`ehgoyse• = derrxiYY.,r ehatlunllorh• ;.�rw"1^;:ki .` Iw�r�ro.•7 �rr�gew• a ? L inchtded 1111tH the`Prndu��-Doi l�the Dour:.'of hb or her deMnrBsori,lyr Veraonsl,and idvertisirg in1WY opeiationa lyzari rernpioymarM or perbmrtp duties dirsry'or htdkiedy art of any adlon or misted to gN oonduq of ..� bin dlsaimdriaiori dnaled at that ombalon that violates of is`atkrped b a B rahlata LlaWpty Exclusions your 1.1.11 P « violates trrrdndad irrider , or.to your other s Busifssa Lability Coverage. ,wrolwtl�se mates while .�: 12) The spou-4' (ANd,,`parent,brother a • (1) TheTebphorie Consumer C.WHO IS AN INSURED duke:related b the a� slater``ot °that person,: a Ad Kyau`arodaaated b>fhe Dscteratias as: oahsegirenoe of^y bodily.injury` or of o tsaia;amendment 1. yart bulkiest; {b).To the'spousta:d1id, Parent, ta, "Personal and.dvertlsrg injury'to the (2) The CAN-SPAM Ad 012003.`k1d a. AnMdtntdutl;you and your spouse are bolhar or sta[sr of that m. person at whom any 7 of the dnsurerb,: any;<wtM rasped to the any amendrnam of or addition to ouch ,11a- '°°• or that 'voluMeet 0• emPloyment�etded :Yw•or conduct ore business of which you aro the warksr7 a`oon:•quenoe of above is d�eaad�ro0 l+).tbl.WI c) sole owner. HKa)above; 2 ,;nrdraunae b. A or verRure over Man the TrrPA'ar CAN-SPAM Ad You we an (c)ter which them b any abbQaton a This axcNarbn applies• Your partners,and a�0 Of 3p03 trial or,iirMK the their spohhais are > b`sharo, es wOh or ropey :. :ri ti sae.who must pay .� (1) ~her the trstured may._tie iabk as 1100014.traiismlrirp�'oomlirlurticatding or only with .as an:employer or r anyother cayad<y dbtrbutlon omelets!a lydatnNion. b the eondud bugs°°° dantpes bec se of the injury i� MIN and s' IArsursd Yy �. fqu arstrroieds� b an ParsPraPhs 1 Oamtags To'PnlnMaes Rtid'To Yon- � l 11a)ar Y our msrnbaa also ( ,o z. _ (2) To any obly"r90....to share damages E>Enylo a For Oanispe 8Y Fine.i.iahgninjl but'only With anion b the conduct of Your (d)Artslng out of his or her poutfing = wOh or roomy else who roust m pay damages bewuse tithe in 7 =: E s,.Aabato:k wy y �,,�y�� ...i ... i - �+, lw::snit Ole a. M th S o w (1) ikodny injury..`mperty damage or wurFksbn tm Prsn ea•r'sNed to you ®r d, An > a •personal and adveRisktg injury temporarily Dowd by you ale Psmrssion of �rbsrsf p prvMdra� profit tonal heaSt cam arislrug out of 'asbestos island'. the owner:""A venture or 00 seMoes.P_ IOC separate Limit of insurance are an inured.Your*executive Deicers`and b 1d1 doss rat apply (2) My damages,#rdpmer .'setlernents, b fins avenge described in 'directors are insureds,but crMy wi0i reapecP + meQtral toss,costs a tledlon D- iJabiky.And Medleal Expenses • Of Insurance. b thelydirdes as`yotut oAiors or directors• k stoddioidsrs you servioss insureds, (� P+vpedy damti0e`b grope with their also, tespeat to 1MbWy as • H)Owned,occupied or used by, Page 10 of 24 Form SS 00 08 04 Page 0 of P4 Fans 138 00 Oi Ot 0S • • BUSNE88 LIABILITY COVERAGE FORM BUSINESS LIABIITY COVERAGE FORM contract,wrlOen agreement or because of a • • (b)Rented to.in the care,melody or b. Coverage under this provision does not w lie)Any failure !o orate such . c ente ta,or over which physical app*b Sum;that person or aganisatbe inspections,��tests w. control k being',teroised for any (1)`'1 odii�r injury'et Pefti damage` be added as'an additional insured on our "as•.the vendor.has Purpose by you,:any of your that ootxrmed;or y agreed..ao make es norm. '�mployeate..`volunieer workers", - fro f poMded the injury or damage oeGna _:undaA6kes to:irate in the usual any gainer or member(if you are (2) 'Personal and adaudiW hg inJuryr subsequent b..the intimation'of the oontrad or eours�o f ;,„ arbinp out of an offer se commuted aprrsmrent,orihe teases of the Re". a PaRruersMp or'jtrirrt`venture),or goodwill'the distribution or sat of the any m em tier Of you are a tin ltd before :yet cog srod or formed the A Person or this-provision o 'is an additional utas. mobility company) "org,MtMlor► period' under only bin that (I)Durronstration, lratal�aiion,Isfildred gy the contract Ms. Real Eatab MAainn�ar 4. Op�rator of MobiM Equlpmaitt apr�rrt t oOne em oroPerati r Permed Any person Other' gan your`enrpioyee•-Cr UilOfr rasped b,'rrioblle'aquipelerlt"tepietered In ;iwever n0 sudi rson or at:the vendors °volur�teer worker).or any organization your time under any,motor vehicle rogiatration P organizat;on is an premises to +� while adhp as your root estate manager. 4aw,any person is an insured while driving such adlAtloial insured under this provisbn if such conriectori with the sale of the v' it prnant slorp a PubBc Y wdt ar lnc�ludad as an c. Properly Custodians 0!. Your fl addT al irraiured erhdorsemeru Issued, (o)Products which, after dlstr ion Po ':f clawpea.or c on by us and snide apart ofd Coverage Par, ors!,t by"you have been labeled Yraporsi e'_for the eondurd Of a11Ch pt o Any person or organization hating proper also an retied,bat onti wRh tssnsrx b induding CO Pesons or erpau added or<`ratieted or used:.x s '{ temporary ctstody Of your Property N you as adikltonal,insureds under,the s ooritalr r;Pert or • r ansociu1 Of the Operatic Of ifl•eQYipliSelM,and 3 f ? ,f itiQrOdieM Of any die,but only addtional irauaad DeNerpe ffrants h Section curer or substance or for silly f10 diethstfranOC Of biyt ktrid is avalable by m t1),VW,iaapea b IiabifMyr arlsirup out of ale to list person oc orpani: rr 1br titi3`Mebity. F Cplbnal AddMbml hsurad Coverages. uhe`vendor;of ;: rrlainlenanoe ruse aflhai property:and However,no person or aganiation is an irsur� a..Vendors Y *,, x x )'reo ►F j�Y or ropmty win respedb Any pirsors)or orparrira0on(sj(rekmsd b da%rragiieirq art-of the sole (2) Until your lag' al ropresentathre has `r a La been appoimgt! a. `bodily rjuryr'to a oo-`attiployee"of the below as varrdoi,but oNy.:wi h rasps b +regligenc!of them._;vendor bin Rs• o d. togat Represertatiw M You Dia then ddv g 1Mtegubmeri>:or:. "badlyr injuryr'oa"property drops•wising awn ads or cou or ttxlse of Your '` x b. "Property,dampe'to property!owned by. MIiilCli errhployaes or else fagot repreaenlat)ve K you db,but out of aro eatrlbuled anyone Products" ony with rasped to duties as such. That :yo,sled to,tit the cfvrge of or occupied by or sold r'lie rpulir oourlce of the vndors tr Ito-.beer',However.tin rap eoantatiiie wG have ell your rights and u a Ore enployeF of any person who n btusrds`and oMy if tNs Coverage Part exdualon does not appyr to:insured under 1Ns prro tin. ,poridss oovarage "bey rjwY'or n)The ex eptions contained In US ohs duties urlder_this insurance: 'pmrperty danrge�included:.vrN O, the SubparaprapAs`{df wit/or e. Unnamed Subsidiary., 0. Opmstot'of Nonownsd Watercraft a,., s b as f x x> Ghat ns hazard". 5 tMdu rsaped to wa�errx R you do own that Ouch Irrapectiorrs.adjustriients, Any subsidiary crud subsidiary thereof, F t1);The ktsivana {b) tia� is less thin 51 feet b anddis hot botnp used tasss o as ... yours which is a kgsUy tncorporsted Wily ..:. n0. rte sal vendor afforded the vendor mina carry pesons lira cha p subject•b the followrrig fins°a to ernonrtaoy �s ma. of which yrou own,:a tinandal Interest of rge.any person is an - s 'mete than 5016 of the voting stock on the trsurrd:whit'operasb...aueh`wateraaIt with ,�;to sofa h the usual additions f Y other Person or The bwutanoe does not apply to: ,course business, to effaclive date 0°17 i::Coverape Part. your PQrrnn organiution rasporsitik.for the Doodad of (a)"6od8Y injury" or "property ouirreWom v 'the d nlrbi on • i The`'hsunnoe afforded herein for any such person Is"also an insurd but only with ` damNpe`for which the vendor Is a safe ofiha products: subsidiary sot shown M the Decorations obligated to pay damages by (2) ar aria doss+�ex*ID tic respect b iabstfy arising art of tlhe operation me am as a named matron does not apply b h , mi.a_ Injury or damage with respect to which an of the wataaaIl"and only t if"rho other reasons of s the assurrlptlon of Nni�°or o t ...it hhaured under!hn insurance Is also an insurance of any kind Is available.to that fwlattNy in a contract or agreement. � ha11e sequi ed such Pte• awn tnaured under another policy or would be person or orgerdradon for tins Iiobiiy• Thin exclusion noes not apply b or any`mod.Mrt or container,• an Insured under such- However-no•person or arganioatan is an tiabilIt for damages that the erMerhg`F`�o•s aocortpanytng or 1� policy but for Its i4 insured with rasped b:" vendor would!moo tit the obsess °o such Pn : "temllnatbn or upon:the exitsustion of its MB insts of ioit'c hoe a in))' b a co-`e of the ooritract agreeniem; ti, Leman. Ot Equipnhsnt am person M mptoyes of the (to)Aril►_. eugtreon -warranty (1) Airy person sr- oryanizaton from ea. 2. Newly Aequind Or Formed Or inhatlon person operating thewabrnn;or . :_ " unaulhonzed by you; whom you(ease uipmeM;but only a Any organtration you newly•acquire or form, b:`Properly damage...two' perty►owned by, awe °may rooted in the-charge-of c)Any physical or chemical des a v feope t to the_ir ifabi0ty for"bodlty others then a partriedhip.{joint venture fowl.; rge-of or occupied by change Ontited liebl in the product made interhlarha inj y", PnRkrty damage or fah►cornpam►;and`Diner which you you or the employer of any,Person who is `persorai ! sdve in' as maintain Ifrandel(Merest of more than 5096 of an insured under this provWon by the vendor; r.... ttistrs yrry' ilia caused,M Made or m Pam,by your tits voting stock;will quasy as a Named 6. Additional Insureds When Required By (� eD0°ep 11Rhert malMenarloe, operaliori Or use of ® Moored If there Is no other similar"ksurance Wnitlen Contract,Written A uetment Or ry paPose of ti. e4uiPrne50 based'to you by such available to that organtbie n However. Permit. rub tutlort�,testirq, or the s of! under personor apardsation a. Coverage under this provision Is afforded The person(s)or o,ganizatbn(s)identified r mown=from the msnhufoduror. only until the 100th day after you acquire Paragraphs a.thrh3ugh t:bsbw are additional and then:rapethe ins M the or form the orpanlzation.or the end of die insureds when you have agreed,in a written original oorrfatner; pocky period,whichever is earlier,and Page 12 of 24 Form SS 00 00 04 05 Page 11 of 24 form 88 00'00 dl O5 T N BUSINESS UABiUTYCOVERAOE FORM BUSINESS UABIUTY COI/Eli/WE FORM - a)The preparing. *Mrs**. or (2) With respect to the insurance afforded e. Peanut bsu d By State;Or Political failure to.prepare or approve, a i i y to limit does not pay to"properly damage to premises . to these;additional insureds. this 8ubdivisioras wraps,shoe drawings,opinions, whir rolled to you or temporality insurance,does.not apply to any reports, surveys, field orders, " (1) Any state or potik;ai subdivision,but by you with permission of the '�oaarrrenoe which takes place alter tdaarhir,. orders, designs or only with respect to operations ravrbgs and specifications;or owner,arising out of tire,lightning or you arose ter base that equipment d•C.;tae Of Land Orti•rernises ,{. performed by you or on your behalf for explosion. . $stab subdivision lte4SOT l: his clan,. S 4 Each _ wtridh,the �or political s' _ •1b)Supervls ps Occurrarlca'Llmit `'' Ms issued a'pem7it. 11) My person or organization from engkeeting ~Sub]ed to 2a. or 2.b above.whichever whom you Nacre land or premises,but 12) With limped to the insurance afforded applies,the most we wh11 Day,faiths sum cleft only with ei act to liability arising out b these :additional insureds, this The of insurance that apply to additional dance..because of:aft 'bodily M cy. of the ownership,niaintenence or use Insurance does not apply to: insureds are desplbed in Section D.—Limas 'props end of that'part of the and or premises (a)'8odny injufV;,'property damage" Of lrarrrane. arising cord of a 'occuical leased to you mars ray one occrrtrenoe is the • or 'personal'and advertising How this irswrence'applies when other Liability and Medical Expenses Limit shown in 42) With respect to the insurance afforded 3nJwy" uislig'out of operations insurance is available to an addabnsi Tuned the Osdiisibns+ ° to draw`'additional:Insureds. this performed for the state or •ss described in the Other Insurance Condition > pay bran Medial expenses Insure roe doss not apply to: n unidpab'ty;or Section E. Liability And Medical Expenses because of'bodily' arf!eiatab by any o fa)My •oowrrenoe• which takes (b)" Y'tnitaY'a.'pr9PertY damage' Genets Condatoras.r One poison is that'bledh�i E enses Limit , pace slier you arse to here that t i7duded' 'Within the "products. No'person or organization't is an insured with shown in the()misname.' :• land or;be a tenant in that cpnpbd ward". reaped o the oardud`of any current or past 4. Personal And Adwtt aUD Injury UM or Pnerrris .or L A Other ;z paRnershlp, 1„,,,verdure or limited Ifabtily Subject to tb•,shear the mast we vela company Met is sot shown as a Named insured in pay for N (b)Stnxtu�l aNerations, new m 14 'oorrwtrudbn or denhotltlorh (1) My other person or organization who the Dedamtka s k x,sum of at dances because of au n, is noon insured under Paragraphs a. = "personal`and' by 0 operstions performed by or on D.UA8 LiTY�ANA gllEbICAL EXPENSES MJ sustained c through,a shave but only with SU ens peragi or orgarhizatton is the Personal � . • behalf of such person or LIMITS OF INSURANCE'>,..E Adve.tis respect t0 Nobr Y for"bodily injury". apartization. "property dam"or"personal and hag injury,Limit shown In the 1. lire Most We Will Pay' •d. Andriteate Englssm Or Surveyors injury" ,in whole or The Lulls of Insurance shown in the S' To tarenaises Rented To You Ltmh t acts or osatsolona or v n >e.n1 she :Deconrti*and the the most The b cure vela (1)My architect,eneineer or surveyor but t by your {_ � the ads or omissions of those a � gage Toy fare .... on*with reaped to futility for'body at Rented To You rules below fix rases a s m)urY 'Y opmy damage"or'lpersorul on your befit P!y�teDordkas,the number Limn is�.the most We w>n arty under Business r. and caused,h whole ' a.' Insursda, .COIF! !Salvages because of MEM adsol shl injury , (a)In the'portrait).* of your ,k,. .' rape any or in pad;y yarr ads or omissions or b. Claims made or"sulis"brought;or "ProPeMy danlpe�_ one premises,while ceg 0 operations. reined 10 � III ..tire acts or orraselons of those actin()on You.or ir1 Me Cosa of rated t e by fire, (b)in connection brilh your ptemises e. Person:or oryanlzations making claims or bgMninO orpioslon,whtie rented to you or ... your behalf owned by or rented to you;or bD` " temporiritY oaxipied • (a)In connection with your.premises; k Units you pennisaion of (c)M connection Mh` work'and ABgen the owner. , • `ypar L i or :'`• included,anthill',:the "products- The moil,we wy1 pay Air: to the case of damage by Tire,lightning or — (b).M the performance of your completed operations hazed",but anages because of'bodily injury"and Damage � a. explosion the to Prerniaes Rented 70 Nos ongoing operations performed by only E 'property canape Included in the You t mkz pplks to as damage pradmatey you or on your behalL (I) The written contraact or written ., 'products-completed operations hazard'is the:Same evutt er such (2) Wtilh reaped to the insurance afforded agreement requires you to the Produots•Compieted Operations damage results from firs;lightning or explosion•anal b these additional Insureds, the provi a such!,coverage to AQQreg$W, Limit; shown in the , S ;• or any combination of these. mewing sddi6onel endusion applies: such aiddrtional insured;and Declarations:,s' S. Now units q Appy To Additional Insureds ' This btsurance does not apply to Ili)TMs bowlegs Part provides b. Damagesk because of an•other"bodily most we veil pay on beMft of a person a a� "may y+VY',.,'aropertY damage'or�. Oriente for�odNy injury"or nady". :damage'Or."personal orpsnb�tion who Is=an addfBoraal iraured•= 'persona, and advertising injury •'property damage' included and: tnlu�r',Inaudl gmedical r+nder thb CoyenQe Part is the kaaer of ...... arising out of the rendering of or the within the 'products- expenses,is the General Aggregate Limit a. The:'1imis of.insr'iaanoe�s died:in a •. failure to render any-.professional completed operations hazanl". shown in the Decl�tions , Written contract, wditen;,agreement or ...4.es by or fbr you.inducting: i• (5) wah respect to the insurance Mended ; This General Aggregate Limit applies pernttt issued by a state or poitical • (a)The preparing,:approving, or to these additional.insureds, this separately...to each of your'locations" subdirislon;or = bikini to'=prepare or approve, insurance does not apply to: owned by OrreMedto you b The:'Limits`of Insurance`strewn in the .� maps,slhop'drawlrps,opinions. " " t� Bodily injury",.property damage or Location means prendsee invohri the : Dedaralions. reports, surveys,,field orders, ,'personal and advertising injury" same or connading lots,'or premises Suds o_ change �-Orders, ..designs or � ,.� amount shall'be'ra pert of and not in arising out of the mends.` of,or the whose connection is interrupted only by a addition to the Limits of Insurance shown in drawings and epedlcabons;or failure:to minder, a professional street, roadway or any p Y right-of-way of a the Declarations and described in this Section. (b)Supervisory, inspection, architectural,engineering or surveying railroad. architectural or engineering services,including: activities. Page 14 of u Form SS 00 Oil 04 05. Page l3 of S4 __ form 8S00 Oa 04 05 BUSINESS UABIUTY COVERAGE FORM BUSINESS UABIUTY COVERAGE FORM This Paragraph I.appsss separately to (3)•f 1Me>heve issued'Mfs' If more than one firma of insurance under this (1) Immediately send en copies of any you and`any additional insured. l Yin Mance policy:;and any.;endorsements attached thereto demands.'noticesa„summonses or 3. Finandat ` upon Your representations. • Responsibility laws b Unintentional 'Failure To Disclose applks to any calm or teuir.the most we will pay *gal papers received in wnnedbn under:this,poiey and ma,endorsements is the with the claim or,•suit"..° a. When this policy.is 1aniliee as proof of tfla ar single highest limit of liability of at coverages tanandal rsaporhsibirdy for pre hrtirre under 2) Authorize us to obtain records and the provision'of a tf unlMeMionsty.Ye"should fait to disclose appicable to such dakn or'suit'. However,this other i dormatbn. ray;'motor vehkae ah hazards retat •aragntiph does not apply to Me Medical Expenses linanclal resporraibBty law,the insurance mD.to the corded of your 13) Cooperate with us in the investigation, provided:by the policyfor,'bodily injury' the:inception date of this limit set forth in Paragraph 3 above: settlement of the,claim or defense liability`and'property damage'liability will Part,we shall not deny any 'The Limits of insruanee`oi this Coverage Pert apply against the"anti';and comply the pro labns,of the Mw to �e:.!mater this Cover ge Pod separately t0 each oonsewGMe annual period and to (a) Assisi us,upon our request in the the Fof the ooverpe and limits of because of such tatiure eniar ement of any night-against any ',hammer required by t bit any paaat of less than 12 months,starting 7. Other bh�surana with the beginning'of the'poicy period shown in the !f r Maid-and cogedible Insurance Is a, ,. person,or organizalon that may be 0 With inspect to;'trroDib equipment'to irr 'urns Poi► is extended liable to the insurer because of injury welch this Insurance applies will c Mar issuance loran aikido!'period of loss than 12 available for s loss'we Dower:under this is �.y� or;damage to which this insurance a to`d mot CRMrage Part;our obl0atioRS are hotted as e;tnor . In that ,the additional period wit be k'[• t 'liability),uninsured f,or tithe, .provide any may also spay underinsur®d motorists.no-faun-or other pert of the last as perad �m follows: 0 of determining the laSt,s re of edingnce. d aweitons At The Insured's Own Ceat oorerage iequined by any motor'vehicle a. Primary human= ,' - N®hood,,will,except at shat hsured`s own Isw.Mb will provide the required limits for E.UABIUTY AND ME®{CAL EXPENSES . those coverages This insurance is otherry.raeept when is GENERA{:`CONDITIONS r volianmriy make a minted,assume s:rLeg�at Adios A net Us ' ,belw applies. If`other insurance is also rat►obipation,or''trrrwr any eriperhse.other Prinay ,y,we will shiare with all that other .,, ! insurance b' N 1. Banknrptry Y than for first ad,without our consent: No portion or organization has a right under by the method described in c. v~i Bankruptcy or insolvency of the insured or of a Additional insured's Other Insurance this Coverpe Form: bet w o"" the insurede estatef wUl not relieve us of our if we cover,a dorm or'suit under this C. To pin M as a party or otherwise bring us b. Excess Inentana? 0 obligations under thinCoverage Part Coverage;pad that may`also'be covered irhto a"aunt"risking for damages from an - This Insurance w excess over any of the • 2. oath'es In The Event Of Occurrence, by•other;insurance available to an insured,of x°•f other insurance,whether . �prinrsry,excess. • Offense,Chitin Or Suit additional insured;such additional insured t►. To sue as an this Covsrspe Form unless corhtingenf•br on any olhfar basis:•a Notki Ot Occurrence Or Offense must cubist such claim'or''suit"to the an of its terns have been.fully complied ' (1) Yorir Work`;•-,,':',::-_,.....i other insurer for defense and indemnity. with of asst "You or any eddtitional insured must see to That?fs'°Fire, Ertsrrded Cove However.Mrs provision does not apply to A person or orQardtatbn may sou us to`recover r It"that we'are:notified notirod as soon as t3uildei'a Risk`.lrrstaNation:Risk or rri " the ardent that you have agreed in a on an seglemerht or on a anal = predicable of en occurrence or an A :, Judgnterht rcowrag�br'yourwork"• a0� aimtta offense which Wray result M a claim. To written;:�ntract,:written agreement or sDeinat an klsrarsd,but'wa veil not,*fable for 2 �.. permit'that this insurance`is primary and di e5 thatane not p!yabie'underthe temrs of O Prenriaai Reid To You the sident possible,notbe should include: s,• (1) How'. and when the'oaumerree' r►on�cnvibutory;with the additional s insurance or that are in teceess;of the 'Mat is,fire;'lightning:or explosion Irrsured's own insurance. appicaae t tt of insursnoe s An;.agreed nsu anoe for penises rented to you orolleneetoakptaax; seitbment means a settlement and release of or k Q r. Knowledge Of An Occurrence,Offense, ra lY 0c94 led by you with (z1,Tire names and addresses of any Cuba Or Suit iabiay'•8 .:by'!+a;:„the 4te ed and the pemrtssion of the owner' s Injured persons and witnesses;and Cairraantorlhe dunranl'S'bgal rrrpreserdr+tiva ' Paragraphs a..and b'apply to you or to . n :: 13) Tinartt Llabikty€ a� 13). The aiaaturc and location of any injury any additional Insured any when such • S. Sepa►ation Of insureds .. � `"' That is Irlshrrnrioe � by You to ;;. or.damage arish out of the " g ocxumence,offense,`claim or suit"is Except'wiM reaped to the Limits of insurance, cover your!Whiny as'a tenant for oc cunence or offense, known to�. and any rights or duties`specltcaily assigned "Or'opehydamage'to prienium rented b.-'Notice Of Claim (1)`You or any additional insured that is in this policy to the first Named Insured,this to you or temporarily occupied by you IOW NIE if a iaim-is made or`suit"is brought an individual,' insurance applies with pen sion of the owner, against any insured,You or any additional (2) Any partner,.if you or an additional a As,If each Named insured were the`only (4) Ahenatt.Auto Or.W_ater�craft am" Insured must Named Insured,and' tnsuned is a partnership; Ittlre loss`arisss out of the maintenerxe mei (1) Immediately r000td the spedfics of the 13) Any,manager,M you or an additional b Separately to each insured against whom or use of auhxat�x solos"or watervaft to mem claim or'suit*and tthe date received; a daft is made or�'sutt"is brought. the erdent rat subject we insured it a limited iabiity company; b Exclusion of bk� g. MIN and 14) Any"executive officer"or insurance 6 Representations SectlorhA. Coverages ' rmwr (2) Notify uses soon as practicable. manager, If you or an additional a. When You Accept This Policy 15)'Property Oa. . To Sorrowed Equipment Or Use Of Elevators ag You or any additional insured must see to insured is a corporation; ey accepting this policy,yon agree; R INN a that we receive a written notice of the (5) Arty trustee,if you or an additional • If the kiss,arises,out of'property claim or•suit"as soon as practicable. insured is a trust;or (1) The statements h the Declarations damage"'to o are accurate and co b owed the ati t or e; ors to the extent not C. Assistance And Cooperation Of The (6) Any elected or appointed official,if you subject'use of nc ocj Insured (2� Those statenrants are based upon subject to Exclusion k.of Section A.— or an additional Insured is a political representations you made to us;and Coverages • You and any other involved insured must: subdivision or public entity. Page 16 of 24 Fornn SS 00 ee 0405 Page 15 of 24 M .r , BUSINESS UABILITY.COVERAQE FORM BUSINESS t.IABtUTY COVERAGE FORM • (6) 'then You Are Added As An Wtroh this insurance is excess over over F.OPTIONAL ADDITIONAL INSURED 3. Additional insured-Grantor OfFranchise Additional insured To Other insurance.we will pay only our sham of COVERAGES WHO IS AN.INSURED under Section C. •. htsuanc* : the amount of the loss, if any, that if listed or shown as apphcabte in the Declarations, amended to indude is an additional insured exceeds the sum of That is_other insurance available to one or more of the following Options!any°ri nt a the persons)as an in dition shown in the you covering liability for damages (1) The total amount that such other tnsurod Cowing=also apply:When any oftAase Declarations:'as an'Adebbnal insured - adsirsp out of the PRmdses or instrarsoe would pay for the loss in the Optional Additional Insured Cove Grantor Of t=ittrtdtfae,but only with respect to operations,or pr'oduds and completed 'absence of this instrrerta•and P t._(Addtiional insureds When Required > fiabil[tY as grantor of frangiisi you. operasloter,for which you hays been t2►,TAa total chats,di sclib!e Suss sea- of n � AD! +neat or Pena* <. Additional basal sd..isssor•added as.to addltionai inertia by shish hawed amounts under of that other of Section C.,Who is An Insured;does not apply fquK: of Leased insurance;or to the person or natation shown in the (7) When You Add Others As An De+dsratbns.These ooverapea are subject to the WHO!o to INSURED under Section C.b W e wit share the manning inn loss,if any,wfth terms and..condAiam amended to include as an addkienai Additional Insured To This applicable to Business +� *bunko Ws Esaoeaa Mtsia rice is not de:a(bed in 4.isbgih► CoM rtge in this Doty. except as mimeo)°r a+pardZation(at o petition tom and was not shown in the Oecl of L a as an Equipment, r .+ That is outer insurance available to an proMdedRbebvr Wight apscl#cay b apply In o!the band-Connor of Leased additional band. title..of tuna shown h the 1. Aohlitio�nal boned-OeNEnabd Person Or t pay v for"today However,:the fonowMg provisions DecYnttorts of this Coverage Part rdsaffon /MaM•r dew:a"personal WHO is AN INSURED under Section C.is img ter eetsed in whole or O eppty to other insurance avatlabb to c. Mfathod Of Sharing and advertfs yin , E any Person or apaN=aiion who is en amended to indtrde as an additional Insured to Pa.n,by Yeti., mairterufloe.alteration or ,,, i if all the'other insurance p nWts addkbnat Nsuad under this coverage contribution by equal shares,we win*Mow- the`pensort(s)or •aparsitatiori(s)shown to the use of equipment Msned to you by such a part; Dadanatiorts,but only With resPaa to Nabinty t�a�n(s)or orQentiation(s). ii. mdbadrr,:-"PlOpany_damages r 4. WNh! to the Insurance afforded to this teethed also. Under this approach, " ii (a)of n by insurance When each insurer Contn'butea equal amounts o Requhad By Contmct until I`has paid Its applicable IhnC of pennant is or caused,b toiss a taf::hiwneds,"ants insurance o whale a b part.by your ads or omissions or does not apply to any`ocei"rence"which �+ -...This�insurartoe is'pnimery if you tnsntenae'or none a the ions rerrsira, E wstrianir'or n 1:o the ads Or orr�lions of those acting on your takes grade altar you cease to ban that have appeal hi written behaa p ' — written agreemerd:or Pend that if any al be other iitsudntoe does not gamut a. in the p irder�rwnoe of your ongoing L Additional hawed Owi is Or Other aim this banana be Primary.a other conbthiian by,iqud;shares, we wN a insurance is also primary.we will awhile.*tMs.tkrder this method,each Parations,ors intterab From Whom Land Has seen num shag with all that other insurance irstae t sham is basil on the ratio of Its connection with-your.preMsea awned MINI by the rrtsthod deacdbed in C.. appicable shit'et iuwanoe fo'1�blot by er rented to you a. amended IS AN INSURED under Section C.is Mem_ appYvbie amts of isutanoe of at t#tsutas.. . Additional ttuwad•Managers Or Lessors amended to Wale rson(s:as an additional um.. (b) l And Nop�oetrthulory S. Transfer`a` ! Ii Against Of pares: the perscn(s)or (a} r To Other insurance When Otfhera To Us ;_ a WHO M AN INSURED under Sections C.i3 Addibn■1 e Rptutmd By Contact a. TransflerOf Rights Of Recovery aniended'b include ass an addltorsal Insured Owr�rs Or Otlter�NterKio In+drt �,,. as K you have agreed in a wrlttan fie pentan(s)orapar nn(5)sham In the Whom Land vise lees teased,but only AT iii if the insured has rights to recover an or wblt contr"d. wnitten agreement or idaraBoiis BS any Aliment insured: out of the parMt that„this' hsunna s pad:. °t. any iiby nt. lndudinp Oeaigneted Preacn or QBen cettan;but rtt et of tAaf part a�non-contributory i Suppbmeidary Pa nnimts,we have made da b; only ' mig ao onde this C sy a out of the Maned to you and shown in qte overage Pad.those dghts are ai the addkbnal'`tmacaed's own � nndrtartsntoe or use areal of ations `� a•• transferred to us The'hsured must do a' e insurance._.this:insurance is the perrtisea leased b You.and shown in the h• Mdh r�paot to the insurance Horded to s noetin after toes to impair theist At our ;wintery and we will not seek he4ueat,'the insured will Orbg.'"self'or additional: ;the following mmo condib lion from that other transfer Marie`"" a inatnanoe dgtsb to us,and help us b. Mitt isment b the Wines,offended to additionalex exclusions spree _ these additional Insureds the following This hauranoe does not apply to•- mitred Meer. This oondttbn does not = Parsgraphs(a)std(b)do not apply to aPPM;o Medal Expenses Coverage. additional medial=appy 1 NMI This entrance doss not a 10: +, R f u Cossets base that land;or � other insurance to which the additional b. Waiver of Right Of Recovery(Waiver AOIy !ro nat»s insured has been added as an aa� O!Subrogation) (1) Any'ocwrr�enee"which takes place D) Structu at aheratiora,. , sdditional insured If the insured has waived arty tights of alter you cease to be a tenant in that eanstrteedbrr or derrsolitbrr apeatiora Wien this Maunrsee is excess,we wig recovery "glint any person or ,premises,or rpermii�tad by:a►on beMd of sude -- hasve no duty under this Coverpe Part to 'Stratum! .- onganlea4i4e+ art;ea part of any payment, (2).Structural aterations, new peaon or orgaNsatlon MIMI Eli NM defend the insured against any"suit•,if any including s "'payments,we construction or demolition 0;001'11110M of 8. Additional Msured State or Potticat p other insurer has`a duty to defend the halve made under this Coverage Part,we pedbrrrrod Stsbdivtslon`- by''or on behalf of such Pennants insured against that"suit". If no other also waive that right.provided the insured person or organization: a. WHO to AN INSURED under Section C.O insister defends,we will undertake 10 do so,but we will be entitled to the ke to do valved their tights of recovery against. amended to Indira'.as an additional such person or organization in a contract, rssufed she state or bast subdvisbn rights against all those other insurers. political averment pew that.was executed shown in the Declarations as an Additional :prior to the Injury or damage. Fenn SS 00 OS 04 OS Page111of24 Page tT of u four SS 00 ohs 04 05 BUSINESS UACO.ITY COVERAGE FORM BUSINESS LIABILITY COVERAGE FORM insured-State Or Political Subdivision. This insurance does not apply to snuctural The limits of insurance that apply to additional (H ► to maitre such alterations,new construction and demolition insureds are described in Section D.—Limits Of Permits, but ony with respect to itspedions adjustments,tests or operations performed by you or on your organiz its Performed by or for that person or .Insurance. senvlolrg as Me has agreed behalf for which'the state or o niaatbn subdivtslors has blued a poWlcal to metre or itomaly' to S. Additional Mtsured-Comers,Lessees n0e insurance 11ow this Intsure applies when other insursn Pe make In the usual.eourae of Or is available ro an sddifional insured is described b b. With mimed Contractors - ,scheduled Parson Or pad to the insurance afforded to Madness.'h cortrtedion with the the Other insurance Condition in Section E.— yM.,,. these additional insureds,the following .ttistdbulbn atsale ofthe products; Liability General bility Medical Expenses Geese addiliiorsaf exclusion apply {�Oemonalratbn, inanition, a. WHO IS AN INSURED under Section C.is Conditbna. This insurance does not apply to: servicing or repair sinended"to Include so an additional operations, Insured'the on a or G.UABIUTY AND MEDICAL EXPENSES except such operations performed 08fs () otpandzatbn(s) (1) 'Bodily Injury"."property damage"or DEFINITIONS 'personal and advertbin0 Injury' at vendors pramtises b shown in the DedLeouets as an Additional cognation with the sate of the Insured-Owner.Lessees Or Contractors, 1."AdMeifisernent'mean the widespread public. o° arising e des out o/operations performed for product. lbw Duly with to tiabNity for•bodily disse ritatiori`or intonation or images that me state or nainirdpapty;or >bJ►Y'.`ProPmh►:dan>DO'or"personal has the purpose of inducing the sate of goods, (g)Products which,alter distribution �' (2) 'Bodily injury"or"property damage' or sale by you,have been labeled and advatishg injury"caused,in whole or products or services through included in the 'p aqua-compleMd or mlababd-or. used as a to Pap,by'.your oafs h omissions or the acts orombsbns"ofi those acting "'(1) Rio' g oiserations°fsazard milkier,Wrt or ingredient of any your•0 7. AddiUonalptsurad-Vendors mg behalf* ro- (D Television ... other thine or substance by or for (1) M the nsrfohmartq of your ongoing �3) 13itboad, : ,.,- a. WHO IS AN INSURED under Section C.is the vendor;or� .. .>operations;,-ills the additional N) � amended,to include as`an_'additional (h)'Beatty-kW., or properly Newspaper; a insured the penien(s)or organhution(s) des 'adsi out of the sole insrped(s),or (S}.. c (rekrted b below as vendor)shown hs the n tipenve of tthe vsrtdor br its (2). b rmed ion with--'your wodc" . The that t t,but off►that part of a web Dedarotiorts as an Additbrsat insured own ads or omissions or those of performed tx`that;'additional insured site that.is about goods;'products or Vendor,but only with rasped to'bodiy its employees or anyone else and.included,within_.the.:;."productst services for the purpb o s-of indudnr the blirrY or Impiety damage"arising out of actksg on Ira behalf.However,this deer d operreUons honorer, but sale of goods,Priducle or services;or•Ili 'your Products winds are distributed or siockrabn does"not apply to: .only if,this coiieage;'Part provides c. Any_other pubiieiliort is given sold b the regular course of the vendor's inceptions contained M 'boclu b8� or widesPraadPbficdistribution len business and only if this Coverage Part 'Propar!y damage"included wtthb the ; emli SubpamgraOAs(d)or(q;or However. " provides coveage for"bodily injury"or �roduch-0orrplatad opermiona adetnent dog isot iftciirde: an s "property dalipge' included within the Such �. a The design,printed meted'',bfomsalion inspections,tions, operations hazard". adjustments,tests or servicing b .Wan or images contained in on or upon the rsspeuu to the insurance ainord'd to Ira b. The irssuranoe afforded to the vendor is as the vendor has spread to these sdditibnN insureds this bsuronce , packaging`et'Harting,otany_goals or make or normsny undertakes produels,o► a.min subject to the fallowirtp additional exclusions: does not apply to'bodrly injury","progeny b to make In the usual coins of (1) This insttrafl0e does not dotage" or "personal'an"advertising corweraafron between or•apply,b: business,In connection with injury"arigng gut 4of Me rendering ef,or g persons through a conputerrtetwortc: (a)•Boclfy injury" or "property the distribution or sale of the the failure to irrtder any professional a, "Adverbs • Me am damage'for which the vendor b produds. ig idea means any idea for an architectural. ergineerirg'or surveying edvertiserrNrtt . ! obligated to pay damages by (2) This insurance does not apply to any services+including " ±C lability b a contract ro lion of irsuned person or organization from 41) 3. hazard'ratans an exposure or:. nee agreement. whom you have acquired such PreParinO�' vlrg.or failure to threat of expos um to the`aclud or alleged re or maps shop prtspertiis Of asbestos and includes the mere = This exdiralon does not apply to products,or any Ingredient,part or papa 3pProro, sho fiabilQy for damages that the container, entering into. drs+vlrtgs,opinions,reports,surveys, -presence of asbestos b any form. i vendor would have in the absence cone finer, ng or containing such field orders,change oilers,designs or 4.'A�•means a'iand motor vetdde,trailer or of the contract or agreement; products. dawirga and stpeeiftcations;or semi-tnikr tor'travel on public (b)Any express warranty a. Additional insured—Corttroliing krtsrest smi (2) SupenM ory,bapedion,'.architectural roads,"'indudireil any attached machinery or um. unauthorized by you; or etgineerMq soaks, NM WHO is AN INSURED under season C.is but auto does not include 10.Additional,Unstinted-Co-Owner Of bowed 'mobile equbn t", ! (c)Any physical or chemical change amended to Indudeas an additional insured Poem's 5. "Bodily.injury"means physical: •in the product made intentionally the pelmets)or orpanitation(s)shown in the r by the vendor, •• Declarations as an Addieonat Insured — W�10 IS AN tNSURt ;Under Section C.is a. Injury; ... (d)Repacaging, unless unpacked Controlling interest,but only with oilseed to amended to include as an addibonal insured their liability b. Sickness.or solely br the purpose of inspection, Illy arising out o1: t the persons}orOrpani albn(aI shown b the iNt Declarations as an Additional Insured—Co C. Otseasa demonstration, testing, or she a. Their financial control of you;or _ substitution of parts under b. Premises they own,maintain or control Owner::Of�hawed Premises,'but`only with - sustained by a per>;on and.if arising out of the tnstrudioon from the manufacturer, reaped to their liability as co-owner of the above,.mental anguish or death at any time. and then rs from the in the while you lease or occupy these premises. .premises shown U the Declaration. original G. •Coverage territory means: container, Font ass 00 0a o4 ob Page 20 0124 Page 1f1 of 24 Form SS 00 01 04 OS a • BUSINESS LIABILITY COVERAGE FORM BUSINESS UABILITY COVERAGE FORM • (1) That indemnifies ,sn architect, (1) Power cranes, shovels, loaders, a. The linked States of America(including is b. You have failed to fulfil the terms of a engineer or surveyor`for injury or diggers ordains;or . • imitates and possessions),Puerto Rico contrail or agreement;` damage arising out of: and Canada; (2) Road construction or resurfa if such property con be restored to use by: (a)Pmpadng,approving or failing °� oquipment each as graders,scrapers b IMemaUonal'watema or airspace,but only if ` ,.:.The repair;repfacement,adjustment or prepare or approve maps.shop or rollers;..'. the.injury or damage occurs in the course removal of your product"or"your work', drawings, opinions, �o�, •. Vehicles not described In s.,b.,c.,or d. of travel or transpodtation;between.any ,::, surveys. field orders. charge places included in a.above, y orders,designs or drawings and abode lhiiti am not self-propeged and are - b`Your ful6ling the terns of the contract or maintained`primarily to provide mobility to C. AN other parts of Ore wotW O the injury or apreernen specifications;of permanently attddmed equipmem of the- damage arises out of: (b)giving directions or instructions, Ong : 12.'Insured contract'means tot (1) Goods of products Made or sold by you s.' A contrail for base of`protrhbes. orfaltrhD to give them,N that is the in the territory described in a.above; primary cause of Ore injury or {) Air .~ pampa and However,that of the°onfrad for a sera a including spraying, (2) The acttvrika of a.person whose home base of promises that ir'derrrri6es any damage,or welding, building cleaning, is in the territory described b a. (2) Under°whir the insured, N an o person or orgarqution for damage by fret well e estimation,gme Ughiirg and r+ above.but is away fora shat time on architect- engineer or surveyor, your e.sfrhesa,Or or elrpl0alon to ��while mamma'�Oabllriy for an injury or Wi°g=��equiptnen�or rented b you a terr'poiatfly ooa►pied by (2) Cherry pickers and similar devices o' (3) 'Pertaial:and advertising injury" you�praetor!of Ore owner is rendering arising ouf.:of the insurad's used to raise.or lower workers; o offenses that take place through the subject to the'Damage:To Premises a. `falure:.to render m Internet or similar akctrode means of Rented To You OMR described in Section profsssbnal saMc�including those t Vehicias not ddsoeioed M a.,b.,c.,or d. • m amrrrxmla tlon •ta. Llatilriy and Medical Expenses Limits listed,In(1)above and supervisory, y for purposest provided One Insaed'responsibiWy to pay of Mauranoe inspection,: 'architecture! or other than transportation of persons or atpNteering sahlides.' ,catpo r damages is dotenrtined in the United States of b. A sidetrack agreement; r • o America (lndudhip its terribnks and 13.'teased worker means a person leased to However,"self-inn gieled vehicles with the o c. Arty easement:or a agreement, �+ � :possesabrna),Puerto Rico or Canada,in.a �' .<. .: .: you bit► a labor ;leasNrg firm under an rq types of permanently athdhad o including' an ease ent or license agreement between you and the labor leasing equipment are not'media equipment"but a 'suit' on the merits•accotdhrg to the in connection,with construction does'related to the conduct of ,wk be cotwldeare`autos": subrslardive law in such territory,or in a agreement gym.bushels,- 'Leaded worker'dues not or dertnollfon operations on or within SO �� iceas settlement we agree,to feet of a railroad;: include a'temponry wakar' 111 fiquipmro0t,of at least t,1l00 rinds �• 7. "Bectnonie data•means Information facts or 14. ., gross vehlcie weight, designed . d Any obligation,as regaled lily ordinance, 'Loading or unloading"means the handling of Pithy for awe a• {... ,`_ to Nrdennify a mimic amity, except in ' .., r a. stored as or on;' connection with work tor a munidpatny; • a IMerit Is moved from the place where it is (a)Snow removal,• 1b. Created or used on,or " a. An elevator maintenance agreement;or scarped titan or reuu e, but not pled for meirement Ida or onto an •oorstruction or resurfacing;or C. Transrnf$ed to or from f That IC)Street deaNrg;•a part of any, other contract or afraatt,watercxaRor"dub';..: comrputei software.inducting systems and agreement pertdining to your business Mel b. tattle ft b to or on an dirora,R,watercraft or �- appllcdUona software,hard''or floppy disks, (etdudMp an"trndemnnllcaton of a •auto",or (_) Cherry:plckem and similar devices IMP CD-ROMS, topes,, drives. .cells, data ttunidpality in connection::,with work mounted Motu='automobile or truck BM processing devices-or a other meths which .*petiorrned for 1 under which C. While ft b being moved iliac an aircraft, clnasaia and used`!o raise or lower p "7/ ny 1 " place where ft$ g♦ watercraft or"auto to the are used with electronically controlled you assume the tort liability of another workers;and ,� equipment. paw to pay for y i rju.y or"Property finally datiNrod, (3) Ale damage"to a third person'or but Iodine'or unloading"does not include the ° pumps and organization, "Etipbyee' includes a leased worker. pavement of po it try means of medranical generators s ino spraying, i'° 1. provided the"bodily injury"or'Property _ weld building cleaning, , m "Employee"does not Urdude a..'temporary bg. ng ng, damage"is cased,In whots°r.in part,by device,other shoo a;hand.trtxic,that is not NI worker starred to the alma,watetctaR or'auto". geophysical',exptonate n,lighting and NM you or.by those acting on your behalf. wet aevkirg equipment. 0. 'a ec utive olPoer"means a person holding Tod lobl means a '+Oatrn roe" means an"accldent, as imposed Eby.law it would be 15."Moblb equipmed'means any of the following 16. e triaging �. any of the officer positions'created by your charter`', constitution,Wan or any other any types of land vehicles;including any attached �peated exposure substantially ow similar governing corns rp doarmrmt. contractt or agnemerd. machinery or equipment the same general Paragraph f.includes that part of any a. Bulldozers,term machin � 61.1P: " _ ally,i°fk1111S and 1T.1Personal and advertising� cOrld� 10."Hostile fine means one'which,becomes injury'means injury. contrail`or agisentent that indemnifies a s designed for use principally mo moo uncontrollable or breaks out from where it was other vehicle y jury`.arising ralroad for'bodily injury"or"ProfartY off pubik roads, inclining' coracle jueMial'bodily a 11."impaired to be. damage"arising out of construction or out of one or more of the following offenses: demolition operations within 50 feet of any b Vehicles maintained for use solely on or a. False angst,detention or Miprisonment; "Unpaired property'means tangible property. next to premises you,own or red; OEM other than your product"or your work",that railroad property and affecting any railroad Mal'rcious.proseprtion, cannot be used or Is less useful because: bridge or trestle,tracks,roadbeds,tunnel, c. Vehicles that travel on crawler treads; a. It incorporates your product'or your week' underpass or crossing. d.' Vehicles,mwtiet►ierself-prop>eled or not,on that is known or thought in be defective, However,Paragraph f.does not include which are Permanently mounted: deficient,inadequate or dangerous;or that pad of any contract or agreement Page 22 of 24 Form SS 00 0004 05 Font'SS 0D 05 04 05 Page 21 of 24 __- _ BUSINESS UABIUTY COVERAGE FORM BUSINESS LIABILITY COVERAGE FORM • b. Donates his or work;;: (2) The providing of or tuiture to provide C. The wrongful eviction from,wrongful entry Wbrk that may need service,Maintenance, c. Ads at the direction of and within the warnings or instructions. into,or invasion of e right of private correction,'repair'or replaosmnertt, but scope of duties determined by you;and c. Does not include vending machines or oc upancy of a room, dwelnng or which is otherwise complete, will be d. Is not pail a'fee, salary or other other property rented to or bested for tire premises that the person occupies, . Intend as completed compensation by you or anyone else for committed by or on behalf of its owner, 'bodily jury"or'property damage .. use of others but not sold. The in their work performed for you.. 2b."Your work": landlord or lessor, must occur away from premises you own 24.'Yourproduct": a. Means: d. Oral,%wawa or'electronic puhnanon of or rents unless your business includes the a. Means material that slanders or i'bels a person or sating,.handling or distribution of your (1) Wtortc or operations performed by you organization or disparages a person's or ,product',for consumption on premises you (1) arty pbods or products,other than rest or on your bandit;and organization's goods,products or services; own or rent, pKOpeAy;manufactured,sold,handled, (2) Materials...parts or e. Oral,written or electronic publication of b. Does not include "bodily b distdbeted of y fm equipment M r pu h juM or furnished in connection with such wort or posed b material that distils"a person's right of "propetryidarnage"arising out oL (a)Y0� or operations: Privacy' (b)Others trading under your name; b Includes: III i (1) The transportation of property,unless f. . in your "adveNsement", a or' Copying., the Injury or damage arises out of a (1) Warranties or representations made at person's or organization's "advertising condition In or on a vehicle not owned (c)A'''person or organization whose any time wtuS respect to the ldness, '4 idea"or style of"adirtsement'; • 'ar operated by you,and that condition , business or assets you have v' infringement nut of copyright, or of 'was dreated by the "loading acquhed;and, quality,durabiNty.'performance or use c f fit• fnrhgerrne oopyrig fete " y ng or 1 s of your wont';and any literary or.atUstic work, fn your unloadurip of•that vehicle by soy (2) Containers (other then vehicles), , -(2),The providing�of or tenure to provide "advertisements;or insured,or materials, parts or equipment warnings or irratructbns. �h. Disalmination or humirnation that results in (2) The existence-of tools, uninstalied furnished in.connection with such sg ,.injury.to the feelings or reputation of a equipment or abandoned or unused goods or Products. M natant person #: materials b. includes n 1a"Po1kAants"means�solid.liquid,gaseous or 20."Properly damage'means IF. (1) Wlaniks or n+ep►eseMatiotns muds at • Meniial irdentor Contaminant,including smoke, a. Physical injury to tangible property, any thine with respect to the Roast, vapor,soot,trines,acids.akalis,chemicals and inouding>an-resulting bss of use of that gushy,durabily,performance or use } -. waste.Wait'Willies materiels to be recycled, pro rty AlIsuch bra of use shell be : of"your product';and MINE reeonclibr ed orreclaimed. deemel to oo"cur at the time of the ! 19. roducts•ciu pkted operations hazard"; physical injury that caused k;or a.-Includes an"bodily injury and property b. Loss of use of tangible property that b not 1 .... a"::occurring away from.premises physically in)vred: All such loss of use ' MIN darteg shill be desmed'ito occur at the time of �. you own or rent-aid arising out of'your "occ umence"that caused y, z inn pn+odud"or your�tirork'eidoept: rim j1) Products that ore still in your physical As used in this definition,"electronic data'is s possession;'or :..not tangible property.` s (2) Work that has not yet been completed 21."Sul"`meanly a drill proceeding in which or abandoned.However,."your work' damages because of;tiodiy injury,"property will be deemed to be`'conpleted at the damage`or"personal>and advertising injury' - earliest of the following tines:: to which this:insurance applies are alleged. aria (a)When ail of the work called for in 'Sari'includes: INK your contrail has been completed. ,a. An arblrsUon proceeding`in which such NEE (b)When an of the work to be done at damages are claimed and to which the ': the job site has been completed K insured roust submit or does submit with • am your contract cans for';:.work at our oormseM,or• so more than one job site. b. Any other alternative dispute resolution t� (c)When that pad of the work done at proceeding In which such damages are Eli a job"site has been put to its claimed and to which the insured submits aaa intended use by any person or with our consent. rol organization other than another 22."Temporary worker o eans a:person who fs C contractor or. subcontractor furnished to you to substitute for a permanent working on the same project. 'employee"on leave or to.meet=seasonal or shod•term workload conditions: 23."Volunteer worker"means a person who: a. is not your"empbyee"; Page 24 of 24 Form SS 00 Drs 0405 Form SS 00 011 04 05 Page 23 of 24 f ,. t • COMMERCIAL AUTOMOBILE . HA 9916 0312 - If an "employee's" personal insurance also 5. PHYSICAL. DAMAGE - ADDITIONAL applies on an excess basis to a covered"auto" TEMPORARY TRANSPORTATION EXPENSE - THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. . hired or rented by your"employee"on your COVERAGE behalf and at your direction;this insurance will be primary to the "employee's* personal Paragraph A.4.a.of SECTION III•PHYSICAL DAMAGE COVERAGE is amended to provide a COMMERCIAL AUTOMOBILE BROAD FORM insurance. limit of$50 per day and a maximum Ilnit of ENDORSEMENT 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. EXCLUSION 5.-FELLOW EMPLOYEE-of 6. LOANILEASE GAP COVERAGE SECTION ll-LIABILITY COVERAGE does not _ . ° k.. .,--.._ Under SECTION 111`-::-PHYSICAL DAMAGE This endoisementimodifes-insurance provided under the following:• - apply if you', have workers' compensation COVERAGE,in the event of a total"loss"to a insurance in4orce covering at of your covered"auto",we will pay your additional legal BUSINESS AUTO COVERAGE FORM "employees", obligation for any difference between the actual Coverage is excess over any other collectible cash value of the"auto"at the time of the"loss" tic; To the extent that the provisions of this endorsement provide broader benefits to the 'unwed than other m v, y, Insurance. and the outstanding balance of the Ioanfease. o provisions of the Coverage Form,the provisions of this endorsement apply. c 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance".means the amount you o !. BROAD FORM INSURED d. Any*employee"of yours while using a c If hied"autos"are covered"aunts"for Liability owe on amounts at the time of loss"less c A. Subsidiaries and Acquired or covered"auto"you don't own,hire or c Coverage and if Comprehensive, Specified any representing taxes; overdue Newly o Causes of Loss, or Collision coverages are laymen; penalties, interest or charges o Formed Organizations borrow in your business or your a: Fromm,provided under this Coverage Form for any resulting overdue payments; additional o The Named Insured shown In the personal affairs. m "auto" you.own;then the Physical Damage mileage rg�;excess wear and tear charges; Declarations is amended to include: C. Lessors as Insureds. Coverages provided are extended to"autos"you lease termination fees;security deposits not w, hire or borrow;subject to the:fottowing limit. returned by the lessor costs for extended• c (1)Any legal business entity other than a Paragraph A 1.-WHO IS AN INSURED-of o » warranties;credit lifelnsruanoe,health,accident ... partnership or joint venture,formed as a Section II-Liability Coverage is amended to o The most we will pay for'toss to any hired c subsidiary in which you have an add: o "auto"is: or disability Insurance purchased with the loan or IT ownership interest of more than 50%on e. The lessor of a covered"auto"while the • (1),$100,000;:. lease;and cant'-over balances from previous ille the effective date of the Coverage Form. 3 loans or Leases. • auto is leased to you under a written IS (2)The actual`cash value of the damaged or 7. AIRBAG COVERAGE inude However,the Named Insured does not stolen property at the time of the loss";or Under Paragraph B. `EXCLUSIONS - of ME agreement if: NM include any subsidiary that is an "MB (1)The agreement requires you to "Insured"under any other automobile • (3)The oust of repairing or replacing the SECTION III - PHYSICAL DAMAGE Ns policy or would be an'insured"under provide direct primary insurance for damaged or stolen property,. COVERAGE,the*glowing is added: 'ME such a policy but for its termination or the lessor and o whichever is smallest,minus a deductible.The The exclusion relating to mechanical breakdown the exhaustion of its Limit of Insurance. (2)The"auto"is leased without a driver. INN deductible will be equal to the largest deductible does not apply to the accidental discharge of an ME (2)Any organization that Is acquired or Such a leased"auto"will be considered a MEM applicable to any owned "auto" for that ate;: am formed by you and over which you covered"auto"you own and not a covered MEI coverage.No deductible applies to"loss"caused 8• ELECTRONIC EQUIPMENT-BROADENED maintain majority ownership. However, "auto"you hire. s by fire or lightning.Hired Auto Physical Damage the Named insured does not include any D. Additional Insured if Required by Contract i coverage is excess over any other collectible NI newly formed or acquhed organization: insurance.Subject to the above iimt,deductible a.The exceptions to Paragraphs BA - �� (1)Paragraph Al.. -WHO IS AN INSURED and excess provisions,we will provide coverage EXCLUSIONS-of SECTION It-PHYSICAL ..W� (a)That is a partnership or pint -of Section II-Liability Coverage "� venture, amended to add: r is equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the ME ... (b)That b an"insured"under any other f. When you have agreed,in a written __ Vile will also cover loss of use of the hired"auto" b xmlusions 4.c.and 4,d.do not apply to policy, contract or written a reement,that a "accident",(c)That has exhausted its Limit of person a organization be added as i . if it results from an accident,you are legally equipment designed to be operated solely Insurance under a other policy,or ma liable and the lessor incurs an actual financial by use of the power.from the"auto's" IME any an additional.insured -on your loss, subject to a maximum of$1000 per electrical system that,at the time of loss", No (d)180 days or more alter its business auto policy,such person or as "accident". is: E acquisition or formation by you, organization is an"insured",but only 1 Permanently msfat In or This extension of..coverage does not apply to () IY upon. unless you have given us,notice,of - _ to the extent_such person. or ,, - "auto" " any auto you hire or bortow from any of your the covered"auto"; the acquisitionfor formation.( organization table for "bodily ! "employees".partners of you are a partnership), (2) Removable from a housi unit Coverage does not apply to "bodily Injury"or property damage caused •-� rig injury"or"property damage"that results by the conduct of an"insured"under members(if you are a knitted liability company), which is permanently instated in E from an"accident"that occurred before paragraphs a.or b.of Who Is An NM or members of their households. or upon the covered"auto"; you formed or acquired the organization. Insured with regard to the Ell (3) An integral part of the same unit B Employees as Insureds ownership,maintenance or use of a housing any electronic covered"auto." equipment described in Paragraph A.1.-WHO IS AN INSURED-of SECTION II- UABILfTY COVERAGE is Paragraphs(1)and{2j above;or amended to add: 02011,The Hartford(Includes copyrighted material 0 2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties,Inc.,with Its permission.) Page 1 of 5 Form HA 9916 0312 of ISO Properties,Inc.,with its permission.) Page 3 of 5 The insurance afforded to any such E. Primary and Non-Contributory if • i (4) Necessary. for the normal if another Hartford Financial Services Group, additional insured applies only if the Required by Contract operation of the covered"auto"or Inc.company policy or coverage form that is not "bodily injury" or "property damage" Only with respect to insurance provided to the monitoring of the covered an automobile polcy or coverage form applies to occurs: an additional insured In 1 D.-Additional "auto's"operating system. the same"accident",the following applies: (1)During the policy period,and Insured If Required by.Contract, the b.Section III-Version CA 00 01 03 10 of the (1)If the deductible under this Business Auto (2)Subsequent to the execution of such - following provisions apply:. Business Auto Coverage Form, Physical _Coverage Form is the smaller(or smallest) written contract,and (3)Primary Insurance When Required By Damage Coverage, List of Insurance, deductible,I will be waived; (3)Prior to the expiration of the period Contract Paragraph C2 and Version CA 00 01 10 01 of (2)K the deductible under this Business Auto of time that the written contract This insurance is prirhary if have the Business Auto Coverage Form,Physical COYerage Form is not the smaller (or requires such insurance be provided agreed m a written contrast or written Damage Coverage, Limb of insurance,adth smallest)deductible,s will be reduced by to the additional insured. agreement that this insurance be Paragraph C are each amended to add the the amount of the smaller(or smallest) (2)How Limits Apply primary. If other insurance is also following: deductible. M you have agreed to a written contract printery,we will share with at that other $1,5®is the most we will pay for."loss"in 12.AMENDED DUTIES IN THE EVENT OF insurance by the method described in any one 'accident" to all electronic ACCIDENT,CLAIM,SUITOR LOSS or written agreement that another Other Insurance 5.d. equipment(other than equipment designed person or organization be added as an solely for the reproduction of sound,and The requirement in LOSS CONDITIONS 2.a.- additional insured on your policy,the (4)Primary And Non-Contributory.To Other accessories used with such equipment) DUTIES IN THE EVENT OF ACCIDENT,CLAIM, most we wit pay on behalf of such insurance When Required By Contract SUIT OR LOSS-of SECTION IV•BUSINESS - that reproduces, receives-or transmits AUTO- CONDITIONSIhat you must notify us of adddional insured is the lesser of: If you have agreed in a written contract udio,visual or data-signals.which,at the is: an"accident"applies only when the"accident"is (a)The tnmlts of insurance specified in or veitten agreement that this insurance time of"loss",is: the written contract or written is primary and non-contributory with the known to: (1)Permanerrtiy installed in or upon (1)You,if you are an individual; agreement;or additional insureds'own insurance,this the covered"auto"in a housing, insurance is primary and we will not opening or other location that is not (2)A partner,if you are a partnership; (b)The Limits of Insurance shown in seek contribution from that other " nnormally used by the "auto" (3)A member, if you are a limited kabiflty the Declarations. insurance. Such amount shall be a part of and not manufacturer for the installation of company;or Paragraphs(3)and(4)do not apply to other such equipment; in addition to Limits of Insurance shown insurance to which the additional insured (4)An executive officer or insurance manager,if in the Declarations and described in this has been added as an additional Insured. (2)Removable from a permanently you are a corporation. Installed housing unit as described Section. 13.UNINTENTIONAL FAILURE TO DISCLOSE When this insurance is excess,we will have no • in Paragraph 2.a.above or is an HAZARDS (3)Additional Insureds Other Insurance duty to defend the insured against any"suit"if Integral part of that equipment;or If we cover a claim or"suit"under this any other insurer has a duty to defend the Aq int rat rt of such equipment. if you unintentionally fan 10 disclose any hazards Coverage Part that may also be covered insured t .....„0) exist' mg' at the inception date of your we against that surT.If no other insurer mg � Y f�cy. c.For each covered"auto" � ,should loss be limited will not deny coverage under this Coverage by other insurance available to an defends,we will undertake to do so,but we will additional insured, such additional be entitled to the insured's rights against all to electronic equipment only,our obligation to Form because of such failure. insured must submit such claim or"suit" ,those other insurers. pay for,repair,return or replace damaged or 14.HIRED AUTO-COVERAGE TERRITORY to the other insurer for defense and When this insurance is excess over other stolen electronic equipment will be reduced by W indemnity. insurance,we will the applicable deductible shown in the Paragraph e.of GENERAL CONDITIONS 7.- pay only our share of the Declarations,or$250,whichever deductible is POLICY PERIOD,COVERAGE TERRITORY- However,this provision does not apply amount of the loss,if any,that exceeds the sum less. of SECTION IV - BUSINESS AUTO to the extent that you have agreed in a of CONDITIONS is replaced by the following: written contract or written agreement (1)The total amount that all such other 8. EXTRA EXPENSE - BROADENED that this insurance is primary and non- COVERAGE C. For short-term hired"autos",the coverage Insurance would pay for the loss in the territory with respect to Liability Coverage is contributory with the additional insured's Under Paragraph A.-COVERAGE-of SECTION absence of this insurance;and anywhere in the world provided that if the own insurance. III-PHYSICAL DAMAGE COVERAGE,we will (4)Duties in The Evert Of Accident,Claim, (2)The total of all deductible and self-insured "insured's"responsibility to pay damages for amounts under all that other insurance. Pat for the expense of retuning a stolen covered 'bodily m or "property damage" is Suit or Loss "auto"to you. •determined in a"suit,"the"sub"is brought in We will share the remaining loss,ff any,by the 10.GLASS REPAIR-WAIVER OF DEDUCTIBLE If you have agreed in a written contract the United States of America,the territories method described to Other Insurance 5.d. or written agreement that another Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of _ person or organization be added as an L AUTOS RENTED BY EMPLOYEES ill - PHYSICAL DAMAGE COVERAGE, the America,Puerto Rico or Canada or in a additional insured on your policy,the Any"auto"hired or rented by your"employee" following Is added: settlement we agree to. additional insured shall be required to on your behalf and at your direction will be No deductible applies to glass damage if the 15.WAIVER OF SUBROGATION comply with the provisions in LOSS considered an"auto"you hire. CONDITIONS 2. - DUTIES IN THE glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY The OTHER INSURANCE Condition is amended. 11.TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US-of SECTION IV- EVENT OF ACCIDENT,CLAIM,SUIT by adding the following: BUSINESS AUTO CONDITIONS is amended by OR LOSS - OF SECTION IV - Under Paragraph D.-DEDUCTIBLE•of SECTION adding the following: BUSINESS AUTO CONDITIONS,in the i Ill - PHYSICAL DAMAGE COVERAGE, the same manner as the Named Insured. following is added: - ©2011 The Hartford nd r••.,,,., �.,, - - - ;c fu Wye waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss,the most we will pay under this • you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Formt loss"is$10,000. 16.RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of"bodily injury"in SECTION V- a.A"non-hybrid"auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury"means bodily injury,sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A"hybrid"auto is defined as an auto with an these. internal combustion engine and one or more 17.EXTENDED CANCELLATION CONDITION electric=tom; and that uses the internal m combustion engine and one or more electric • Paragraph 2. of the COMMON POLICY motors to move the auto, or the internal CONDITIONS - CANCELLATION - applies combustion engine to charge one or more c• except as follows: electric motors,which move the auto. �+ tf we cancel for any..reason other than 18.VEHICLE WRAP COVERAGE �+ nonpayment of premium,we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an"auto"for which cancellation at least 60 days before the effective Comprehensive,Specified Causes of LOSS,or era date of cancellation. . : Collision coverages are provided under this Coverage Form„then such Physical Damage 18.HYBRID, ELECTRIC, OR NATURAL GAS • VEHICLE PAYMENT COVERAGE Coverages are amended to add the following # In the event of a total loss to a"non-hybrid"auto In addition to the actual cash value of the"auto", we will pay up to$1,000 for vinyl vehicle wraps for which Comprehensive;Specified Causes of � which L are displayed on the covered"auto"at the Loss,or Collision coverages provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss,the most we win pay Damage Coverages are amended as follows: under this Vehicle V*ap Coverage provision for a.lf the auto is replaced with a"hybrid"auto or any one"loss"is$5,000.For purposes of the an auto powered solely by electricity or natural coverage provision, signs or other graphics ■_ gas,we will pay an additional 10%,to a painted or magnetically affixed to the vehicle are maximum of$2,500,of the"non-hybrid"auto's not consklered vehicle wraps. • i actual cash value or replacement cost, • whichever is less; Eb.The auto must be replaced and a copy of a bill �-• of sale or new lease agreement received by us within 60 calendar days of the date of"loss," wia E i ami nE E • . s En M • - ItiE 0 2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties,Inc.,with its permission) .Page 5 of 5 • • •