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HomeMy WebLinkAbout5853TOURISM PROMOTION SERVICES AGREEMENT Kitsap County Historical Society & Museum The City of Bremerton ("City") and Kitsap County Historical Society & Museum ("Organization"), referred to collectively as the "Parties," enter into the following Agreement for Tourism Promotion services: I. Scope: The Organization shall provide tourism promotion services for the City. Tourism promotion shall mean activities and expenditures designed to increase tourism to the City. Tourism promotion activities may include, but are not limited to, advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists to the City. The Organization shall provide to the City a work plan attached hereto as Exhibit A setting forth its goals and objectives for successful tourism promotion. The event(s) promoted by Organization must occur within the agreement Term, unless otherwise agreed to in writing by the City. II. Term: This agreement shall commence on January 1, 2018 and shall continue in full force and effect until December 31, 2018 unless terminated earlier pursuant to Section IX of this Agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement City shall pay the Organization an amount not to exceed Twenty -Four Thousand Dollars ($24,000.00) for Tourism Promotion services. However, funding for this Agreement is subject to the actual Hotel/Motel Tax funds received by the City. If Hotel/Motel Tax receipts are lower than budgeted funding may be decreased. The Organization shall submit monthly billing invoices, by the 15`h of the month, detailing how activities and services performed by the Organization during the preceding month have specifically promoted tourism in the City of Bremerton including measurable results. Upon receipt of conforming billing invoice, the City shall promptly process payment. If a billing invoice does not conform to this Agreement, the City may withhold payment until the invoice is brought into compliance. Such withholding does not relieve the Organization of its obligations under this Agreement. Failure by the Organization to submit all conforming billing invoices by January 151h after the expiration of this Agreement may result in the forfeiture of remaining unbilled compensation. The Organization shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. IV. Relationship of Parties: The Organization represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. The Organization and its personnel are independent contractors and not employees of the City. The Organization and its personnel have no authority to bind the City or to control the City's employees and other contractors. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub -consultants Bremerton/KHSM Page I of 4 of the Organization. Organization will be solely and entirely responsible for its acts and for the acts of the Organization's agents, employees, representatives and sub -consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work. As an independent contractor, the Organization is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Organization or its personnel. As an independent contractor, Organization is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Organization. V. Indemnification: Organization shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. The provisions of this section shall survive the expiration or termination of this Agreement. VI. Insurance: Prior to and during the performance of the work covered by this Agreement, Organization shall provide the Risk Manager for the City with evidence that it has obtained and maintains in full force and effect during the term of this Agreement comprehensive general liability insurance coverage of at least $500,000.00 per occurrence. In the event Organization organizes, promotes or sponsors an event involving the sale or consumption of food or alcoholic beverages, Organization shall also provide evidence that it has obtained products liability and liquor liability insurance of at least $500,000.00 per occurrence, for each event. The City shall be named as additional insured and it shall be an affirmative obligation upon Organization to advise the City's Risk Manager by fax at (360) 473-5161, or by certified mail, return receipt requested to City of Bremerton, attn: Risk Management, 345 6'h Street, Suite 100, Bremerton, WA 98337 within two days of the cancellation, suspension or substantive change of any insurance policy set out herein, and failure to do so shall be construed to be a breach of this Agreement. The Organization's insurance shall be primary and non-contributory insurance as respects the City and shall contain a waiver of subrogation against the City for claims arising out of any operations, liabilities and obligations to which coverage applies. Bremerton/KHSM Page 2 of 4 VII. General Conditions: A. Reports and Information: When requested by the City, Organization shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Organization shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Work Performed at Organization's Risk: Organization shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub -consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Organization's own risk, and Organization shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. C. Place of Work: The Organization shall perform the work authorized under this Agreement at its offices in Bremerton, Washington. Any necessary meetings with the City staff shall take place at the City's offices, or at locations mutually agreed upon by the parties. D. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. E. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. F. Modification: This Agreement may only be modified by written instrument signed by both Parties. G. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or Ist class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address Organization Address City Clerk Executive Director 345 61h Street, Suite 100 280 Fourth Street Bremerton, WA 98337 Bremerton, WA 98337 H. Waiver. Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. 1. Non -Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. Bremerton/KHSM Page 3 of 4 J. Compliance with Laws: Organization shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. K. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. L. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. M. Assignment: Any assignment of this agreement by the Organization without the written consent of the City shall be void. VIII. Nondiscrimination: Organization shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, sexual orientation or disability, except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement may be terminated by either party for convenience upon thirty (30) days written notice to the other party, or for cause if either party fails substantially to perform through no fault of the other and does not commence correction within five (5) days of written notice and diligently completes the correction thereafter. Upon such termination, City will be entitled to reports showing the status of all services Organization is providing to the City as of the effective date of termination. X. Termination of Other Contracts. This Agreement shall supersede all prior Agreements between the parties relating to the use of Hotel/Motel Tax. CITY OF BREMERTON By: 14eg Wheeler its: Mayor Date: Autca 12i 020 Approved as to form: Breme tC' Atto ey Bremerton/KHSM Page 4 of 4 KITSAP COUNTY HISTORICAL S$)CIETY & MUSEUM By: Amber Buell its: Executive Director Date: �07 7%'S LW-AOi. • TTP CERTIFICATE OF LIABILITY INSURANCE R022 DATE (MM/DD/YYYY) 8/5/2018 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER PROPEL INSURANCE/PHS 701950 P: F: (888) 443-6112 PO BOX 33015 SAN ANTONIO TX 78265 CONTACT NAME: (a0,"No,Ext): wc,No>: (888) 443-6112 ADDRIESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Sentinel Ins Co LTD 11000 INSURED KITSAP COUNTY HISTORICAL SOCIETY 280 4TH ST BREMERTON WA 98337 INSURER B INSURER C INSURER D: \ INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPEOFINSURANCE ADDL SUBR POLICYNUMBER POOLIICDYEFF POLICYEXP LIMITS COMMERCIAL GENERAL LIA ITY EACH OCCURRENCE $1, 000, O CLAIMS -MADE X CCUR DAMAGE TO RENTED $1 000, 000 PREMISES (Ea occurrence) / X X MED EXP (Any one person) $10, 000 A X General Liab 52 SBA AA8188 04/30/2014/30/2019 PERSONAL & ADV INJURY $1, 000, 000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s2, 000, 000 POLICY --1 PRO � LOC JECT PRODUCTS - COMP/OP AGG s2, 000, 000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1 000, 000 (Ea accident) / BODILY INJURY (Per person) $ ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS 52 SBA AA8188 04/30/2018 04/30/2019 BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY S UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DEO RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N OFFICER/MEMBER EXCLUDED? (Mandatoryin NH) ❑ N/A E.L. DISEASE- EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below F] $ E.L. DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS /LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE THE CITY OF BREMERTON DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. OFFICE OF THE CITY CLERK AUTHORIZED REPRESENTATIVE 345 6TH ST STE 100 UGC r�GLDL�� BREMERTON, WA 98337 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: ADDITIONAL REMARKS SCHEDULE Page of AGENCY PROPEL INSURANCE/PHS NAMED INSURED KITSAP COUNTY HISTORICAL SOCIETY 280 4TH ST BREME RTON WA 98337 POLICY NUMBER SEE ACORD 25 CARRIER SEE ACORD 25 NAIC CODE iEFFECTIVE DATE: SEE ACORD 25 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORMNUMBER: ACORD 25 FORMTITLE: CERTIFICATE OF LIABILITY INSURANCE Certificate holder is an additio insured per the Busines,� Liability Coverage Form SS0008 attached to this policy. Coverage is primary aptd noncontributory per the Business Liabili Coverage Form SS0008, attached to this policy. Waiver of Subrogation ap ies in favor of the Certificate Holder per the Business Liability Coverage Form SS0008, attached to this policy. ACORD 101 (2014/01) © 2014 ACORD CORPORATION. All rights reserved. rhe ACORD name and logo are registered marks of ACORD BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 10 96 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1996 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Coverage Extension - Supplementary Payments 1 Medical Expenses 2 Professional Services Coverages 2 Incidental Malpractice 3 B. EXCLUSIONS 3 C. WHO IS AN INSURED 8 D. LIABILITY AND MEDICAL EXPENSES: LIMITS OF INSURANCE 11 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy 11 2. Duties in The Event of Occurrence, Claim or Suit 11 3. Financial Responsibility Laws 12 4. Legal Action Against Us 12 5. Separation of Insureds 12 6. Unintentional Failure To Disclose Hazards 12 F. OPTIONAL COVERAGES 13 1-4 Additional Insured 13 5-7 Additional Insured (Continued) 14 G. LIABILITY AND MEDICAL EXPENSES LIABILITY DEFINITIONS 15 Form SS 00 08 10 96 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1996 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we," "us" and 'bur" refer to the Company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION C. - WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION G. - LIABILITY AND MEDICAL EXPENSES DEFINITIONS. A. COVERAGES 1. Business Liability a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury," "property damage," "personal injury" or "advertising injury" to which this insurance applies. We will have the right and duty to defend any "suit" seeking those damages. We may at our discretion investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in SECTION D. - LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements or medical expenses. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; and (b) The "bodily injury" or "property dam- age" occurs during the policy period. (2) To: (a) "Personal injury" caused by an of- fense arising out of your business, excluding advertising, publishing, Form SS 00 08 10 96 Printed in U.S.A. (NS) broadcasting or telecasting done by or for you; (b) "Advertising injury" caused by an offense committed in the course of advertising your goods, products or services; but only if the offense was committed in the "coverage territory" during the policy period. c. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury." d. 'Property damage" that is loss of use of tangible property that is not physically injured will be deemed to occur at the time of the "occurrence" that caused it. e. Coverage Extension - Supplementary Payments In addition to the Limits of Insurance, we will pay, with respect to any claim or "suit' we defend: (1) All expenses we incur. (2) Up to $1,000 for cost of bail bonds re- quired because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of bonds to release attachments, but only for bond amount within our Limits of Insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit," including actual loss of Copyright, Hartford Fire Insurance Company, 1996 Page 1 of 18 BUSINESS LIABILITY COVERAGE FORM earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit." (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the Limits of Insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within our Limits of Insurance. Medical Expenses a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and re- ported to us within three years of the date of the accident; and (c) The injured person submits to ex- amination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the Limit of Insurance. We will pay reasonable expenses for: (1) First aid at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. Professional Services Coverages When your operations include: a. Optician or hearing aid establishment, Exclu- sion j. (7) in Section B. - EXCLUSIONS does not apply. Page 2 of 18 b. Retail druggist or drugstore, Exclusion j. (10) in Section B. - EXCLUSIONS does not apply. c. Funeral director or funeral parlors, the following professional services coverage is added: (1) The Business Liability Coverage applies to damages arising out of professional services by you or your employees in the course of your mortician or funeral parlor business. Subject to Limits of Insurance stated in SECTION D. of this form, we will pay those sums that the insured becomes legally obligated to pay as damages for "bodily injury" including mental anguish, and "property damage" because of any: (a) Professional malpractice, error or omission in the: (i) Removal; (ii) Handling; (iii) Disposition; (iv) Cremation; (v) Burial; or (vi) Embalming; (vii) Disinterment, of any "deceased human body"; (viii) Conduct of any memorial serv- ice even though no "deceased human body" actually be pre- sent; (ix) Injury to, destruction of or inter- ference with the right of burial of a "deceased human body." (b) Professional service by any insured as a member of: (i) Formal accreditation board; or (ii) Similar professional board or committee. (2) This insurance also applies to damages for "property damage" caused by an "occurrence" to: (a) Urns; (b) Caskets, linings or fittings; (c) Casket cases; (d) Crypts or mausoleums; or (e) Other facilities belonging to others that are in the care, custody or control of the insured and used for Form SS 00 08 10 96 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1996 the purpose of burying or caring for a "deceased human body." (3) Only Exclusions d., e., f. and k. in B. EXCLUSIONS apply to this coverage. (4) Additional Definition "Deceased human body" includes any part of a human body severed therefrom and ashes of a deceased human body after legal cremation. 4. Incidental Malpractice a. The definition of "bodily injury" in SECTION G. - LIABILITY AND MEDICAL EXPENSES DEFINITIONS is amended to include injury arising out of the rendering or failure to render medical or paramedical services to persons by any physician, dentist, nurse, emergency medical technician or paramedic who is employed by you to provide such services. b. Paragraph 2.a.(2) in SECTION C. - WHO IS AN INSURED does not apply to nurses, emergency medical technicians or paramedics referred to in a. above. c. Paragraph (1) of Exclusion e. in SECTION B. - EXCLUSIONS does not apply to injury to the emotions or reputation of a person arising out of such services. This Incidental Malpractice does not apply if you are engaged in the business or occupation of providing any services referred to in a. above. B. EXCLUSIONS 1. Applicable to Business Liability Coverage This insurance does not apply to: a. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) Assumed in a contract or agreement that is an "insured contract," provided the "bodily injury" or "property damage" oc- curs subsequent to the execution of the contract or agreement; or Form SS 00 08 10 96 Printed in U.S.A. (NS) BUSINESS LIABILITY COVERAGE FORM (2) That the insured would have in the ab- sence of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract," reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured, are deemed to be damages because of "bodily injury," "property damage," "personal injury" or "advertising injury" provided: (1) Liability to such party, or for the cost of that party's defense has also been assumed in the same "insured contract," and (2) Such attorney fees and litigation ex- penses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers Compensation and Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An employee of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: Copyright, Hartford Fire Insurance Company, 1996 Page 3 of 18 BUSINESS LIABILITY COVERAGE FORM (a) Whether the insured may be liable as an employer or in any other capacity; and (b) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract." Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants: (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for any insured or any person or organization for whom you may be legally responsible; or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations: (i) If the pollutants are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor, or (ii) If the operations are to test for, monitor, clean up, remove, con- tain, treat, detoxify or neutralize, or in any way respond to, or as- sess the effects of pollutants. Subparagraphs (a) and (d)(i) do not apply to "bodily injury" or "property damage" arising out of heat, smoke or fumes from a hostile fire. As used in this exclusion, a hostile fire means one which becomes Page 4 of 18 uncontrollable or breaks out from where it was intended to be. (2) Any loss, cost or expense arising out of any: (a) Request, demand or order that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of pollutants; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of pollutants. Pollutants means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. g. Aircraft, Auto or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and loading or unloading. This exclusion does not apply to: (1) Aircraft that is: (a) Hired, chartered or loaned with a paid crew; but (b) Not owned by any insured; (2) A watercraft while ashore on premises you own or rent; or (3) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge. This provision (3) applies to any person who with your expressed or implied consent either uses or is responsible for use of a watercraft. Provisions under paragraphs (1) and (3) of this Exclusion g. do not apply if the insured has any other insurance for "bodily injury" or "property damage" liability that would also be covered under those provisions, whether the other insurance is primary, excess, contingent or on any other basis. In that Form SS 00 08 10 96 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1996 case, provisions (1) and (3) above do not provide any insurance. (4) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (5) Liability assumed under any "insured contract" for the ownership, maintenance, or use of aircraft or watercraft; or (6) "Bodily injury" or "property damage" arising out of the operation of any of the following equipment: (a) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (b) Air compressors, pumps and generators, including spraying, welding, building cleaning, geo- physical exploration, lighting and well servicing equipment. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. i. War "Bodily injury" or "property damage" due to war, whether or not declared, or any act or condition incidental to war. War includes civil war, insurrection, rebellion or revolution. This exclusion applies only to liability assumed under a contract or agreement. j. Professional Service "Bodily injury," "property damage," "personal injury" or "advertising injury" due to rendering or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; (3) Supervisory, inspection or engineering services; Form SS 00 08 10 96 Printed in U.S.A. (NS) BUSINESS LIABILITY COVERAGE FORM (4) Medical, surgical, dental, x-ray or nursing services or treatment; (5) Any health service or treatment; (6) Any cosmetic or tonsorial service or treatment; (7) Optical or hearing aid services including prescribing, preparation, fitting, demonstration, or distribution of ophthalmic products or hearing aid devices; (8) Optometric services including but not limited to examination of the eyes and prescribing of ophthalmic lenses and exercises; (9) Ear piercing service; (10) Services in the practice of pharmacy. Paragraphs (4) and (5) of this exclusion do not apply to Incidental Malpractice coverage afforded under paragraph 4. in SECTION A. - COVERAGE. k. Damage to Property "Property damage" to: (1) Property you own, rent or occupy; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in care, custody or control of the insured; (5) That particular part of real property on which you or any contractor or subcon- tractor working directly or indirectly on your behalf is performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4) and (6) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (4) of this exclusion does not apply to "property damage" to borrowed Copyright, Hartford Fire Insurance Company, 1996 Page 5 of 18 BUSINESS LIABILITY COVERAGE FORM M. n. F equipment while not being used to perform operations at job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard." Damage to Your Product "Property damage" to "your product" arising out of it or any part of it. But this exclusion does not apply to: (1) The use of elevators; or (2) Liability assumed under a sidetrack agreement. Damage to Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard." This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. Property Damage Loss of use of tangible property which has not been physically injured or destroyed resulting from: (1) A delay in or lack of performance by you or on your behalf of any contract or agreement; or (2) The failure of "your product" or "your work" to meet the level of performance, quality, fitness or durability warranted or represented by you or on your behalf. The exclusion does not apply to loss of use of other tangible property resulting from the sudden and accidental physical injury to or destruction of: (1) "Your product"; or (2) "Your work," after such product or work has been put to its intended use. Property Damage Damages claimed for any loss, cost or ex- pense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) Any property of which "your product" or "your work" forms a part, Page 6 of 18 if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. "Personal injury" or "advertising injury": (1) Arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral or written publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of the willful violation of a penal statute or ordinance committed by or with the consent of the insured; or (4) Arising out of oral or written publication of material by the insured or on the insured's behalf, if done in the course or conduct of practice of law. q. "Advertising injury" arising out of: (1) Breach of contract, other than misappropriation of advertising ideas under an implied contract; (2) The failure of goods, products or services to conform with advertised quality or performance; (3) The wrong description of the price of goods, products or services; or (4) An offense committed by an insured whose business is advertising, broadcasting, publishing or telecasting. Exclusions c., d., e., f., g., h., i., k., I., m., n., and o. do not apply to damage by fire, lightning or explosion to premises rented to you. A separate Limit of Insurance applies to this coverage as described in SECTION D. - LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE. 2. Applicable to Medical Expenses Coverage We will not pay expenses for "bodily injury": a. To any insured. b. To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. To a person injured on that part of premises you own or rent that the person normally occupies. Form SS 00 08 10 96 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1996 BUSINESS LIABILITY COVERAGE FORM d. To a person, whether or not an employee arising out of the operation of a "nuclear of any insured, if benefits for the "bodily facility" by any person or organization. injury" are payable or must be provided c. Under Business Liability Coverage, to under a workers' compensation or "bodily injury" or "property damage" disability benefits law or a similar law. resulting from the "hazardous properties" e. To a person injured while taking part in of "nuclear material"; if: athletics. (1) The "nuclear material": f. Included with the "products -completed (a) Is at any "nuclear facility" owned operations hazard." by, or operated by or on behalf of, g. Excluded under Business Liability Coverage. an insured; or h. Due to war, whether or not declared, or (b) Has been discharged or dispersed any act or condition incidental to war. War therefrom; includes civil war, insurrection, rebellion or revolution. (2) The "nuclear material" is contained in 3. Applicable to both Business Liability "spent fuel" or 'Waste" at any time pos- Coverage and Medical Expenses Coverage sessed, handled, used, processed, stored, transported or disposed of by or - Nuclear Energy Liability Exclusion on behalf of an insured; or This insurance does not apply: (3) The "bodily injury" or "property damage" a. Under Business Liability Coverage, to arises out of the furnishing by an insured "bodily injury" or "property damage": of services, materials, parts or (1) With respect to which an insured under equipment in connection with the the policy is also an insured under a nu- planning, construction, maintenance, clear energy liability policy issued by operation or use of any "nuclear facility'; Nuclear Energy Liability Insurance but if such facility is located within the Association, Mutual Atomic Energy United States of America, its territories Liability Underwriters or Nuclear or possessions or Canada, this exclusion Insurance Association of Canada, or (3) applies only to "property damage" to would be an insured under any such such "nuclear facility" and any property policy but for its termination upon thereat. exhaustion of its limit of liability; or As used in this exclusion: (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which: (a) Any person or organization is re- quired to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or (b) The insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. b. Under Medical Expenses Coverage, to ex- penses incurred with respect to "bodily injury" resulting from the "hazardous properties" of "nuclear material" and Form SS 00 08 10 96 Printed in U.S.A. (NS) "byproduct material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; "hazardous properties" include radioactive, toxic or explosive properties; "nuclear facility" means: (a) Any "nuclear reactor"; (b) Any equipment or device designed or used for: (i) Separating the isotopes of uranium or plutonium; (ii) Processing or utilizing "spent fuel"; or (iii) Handling, processing or packaging "waste'; (c) Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the insured at the premises where such Copyright, Hartford Fire Insurance Company, 1996 Page 7 of 18 BUSINESS LIABILITY COVERAGE FORM equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "nuclear material" means "source material," "special nuclear material' or "byproduct material"; "nuclear reactor" means any apparatus de- signed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; "property damage" includes all forms of ra- dioactive contamination of property; "source material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; "special nuclear material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; "waste" means any waste material: (a) Containing "byproduct material' other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material' content; and (b) Resulting from the operation by any person or organization of any "nuclear facility" included under paragraphs (a) and (d) of the definition of "nuclear facility." C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners Page 8 of 18 and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your manager. d. An organization other than a partnership or joint venture or limited liability company you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. Each of the following is also an insured: a. Your "employees", other than your "executive officers", but only for acts within the scope of their employment by you. However, none of these employees is an insured for: (1) 'Bodily injury" or "personal injury," to you or to a co -employee while in the course of his or her employment or to the spouse, child, parent, brother or sister of that co -employee as a consequence of such "bodily injury" or "personal injury," or for any obligation to share damages with or repay someone else who must pay damages because of the injury. (2) "Bodily injury" or "personal injury," arising out of his or her providing or failing to provide professional health care services; or (3) 'Property damage" to property owned or occupied by or rented or loaned to that employee, any of your other employees, or any of your partners or members (if you are a partnership or joint venture). b. Any person (other than your employee), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That Form SS 00 08 10 96 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1996 BUSINESS LIABILITY COVERAGE FORM representative will have all your rights and (b) To "bodily injury" or "property duties under this policy. damage" arising out of the sole e. Any "employee" of the insured while acting negligence of the lessor. in the scope of his/her duties as a retail (3) When owners or other interests pharmacist, or optician or optometrist. from whom land has been leased f. Additional Insureds by ontract, become an insured under provision Agreement or Permit 2.f., the following additional exclusions Any person or organization with whom you apply: agreed, because of a written contract or (a) Any "occurrence" which takes agreement or permit, to provide insurance place after you cease to lease that such as is afforded under this Business land; or Liability Coverage Form, but only with (b) Structural alterations, new respect to your operations, "your work" or construction or demolition facilities owned or used by you. operations performed by or on However, coverage under this provision behalf of the owners or other does not apply: interests from whom land has (1) Unless the written contract or been leased. agreement has executed or permit has (4) When managers or lessors of been issued prior to the "bodily injury," premises become an insured under "property damage," "personal injury" provision 2.f., the following exclusions or "advertising injury." apply: (2) To any person or organization (a) Any "occurrence" which takes included as an insured under provision place after you cease to be a g. (Broad Form Vendors). tenant in that premises: or (3) To any other person or organization (b) Structural alterations, new shown in the Declarations as an Addi- construction or demolition tional Insured. operations performed by or on Coverage under this provision includes behalf of the manager or lessors of the following: the premises. (1) When an engineer, architect or g. Additional Insured - Broad Form Vendors surveyor becomes an insured under Any person or organization with whom you provision 2.f., the following additional agreed, because of a written contract or exclusion applies: agreement to provide insurance, but only "Bodily injury," "property damage," with respect to "bodily injury" or "property p Y "personal injury," or "advertising damage" arising out of "your products" injury" arising out of the rendering of which are distributed or sold in the regular or the failure to render any course of the vendor's business, subject to professional services by or for you the following additional exclusions: including: (1) The insurance afforded the vendor (a) The preparing, approving, or does not apply to: failure to prepare or approve (i) "Bodily injury" or "property damage" maps, drawings, opinions, reports, for which the vendor is obligated to surveys, change orders, designs pay damages by reason of the or specifications; and assumption of liability in a contract (b) Supervisory, inspection, or or agreement. This exclusion does engineering services. not apply to liability for damages (2) When a lessor of leased equipment that the vendor would have in the becomes an insured under provision absence of the contract or 2.f., the following additional exclusions agreement; apply: (ii) Any express warranty unauthorized (a) To any "occurrence" which takes by you; place after the equipment lease (iii) Any physical or chemical change expires; or in product made intentionally by the vendor; (iv) Repackaging, unless unpacked solely for the purpose of Form SS 00 08 10 96 Printed in U.S.A. (NS) Page 9 of 18 Copyright, Hartford Fire Insurance Company, 1996 BUSINESS LIABILITY COVERAGE FORM inspection, demonstration, testing, (b) "Personal injury" or "advertising or substitution of parts under injury" arising out of an offense instructions from the manufacturer, committed; and then repackaged in the original before you acquired or formed the container; organization. (v) Any failure to make such I. Newly Formed or Acquired inspections, adjustments, tests or Organizations servicing as the vendor has Any subsidiary and subsidiary thereof, of agreed to make or normally yours which is a legally incorporated entity undertakes to make in the usual of which you own a financial interest of course of business, in connection more than 50% of the voting stock on the with the distribution or sale of the effective date of this policy. products; The insurance afforded herein for any sub - (vi) Demonstration, installation, sidiary not shown in the Declarations as a servicing or repair operations named insured does not apply to injury or performed at the vendor's damage with respect to which an insured premises in connection with the under this policy is also an insured under sale of the product; another policy or would be an insured (vii)Products which, after distribution or under such policy but for its termination or sale by you, have been labeled or upon the exhaustion of its limits of relabeled or used as a container, insurance. part or ingredient of any other thing j. Additional Insured - Volunteers or substance by or for the vendor. Any person(s) who are volunteer worker(s) (2) This insurance does not apply to any for you, but only while acting at the insured person or organization, from direction of, and within the scope of their whom you have acquired such duties for you. products, or any ingredient, part or (1) However, no volunteer worker(s) are container, entering into, insureds for: accompanying or containing such (a) "Bodily injury," "property damage," products. "personal injury" or "advertising (3) This provision g. does not apply to any injury" arising out of rendering or vendor included as an insured by an the failure to render professional endorsement issued by us and made a services by a volunteer worker. part of this Coverage Part. (b) "Bodily injury" or "personal injury:" (4) This provision g. does not apply if (i) To you, to your partners or "bodily injury" or "property damage" members (if you are a included within the "products- partnership or joint venture), completed operation hazard" is to your other volunteer excluded either by the provisions of worker(s) or to your the Coverage Part or by endorsement. "employees" arising out of and h. Broad Form Named Insured in the course of their duties for Any organization you newly acquire or form, you; other than a partnership or joint venture, and (ii) To the spouse, child, parent, over which you maintain ownership or brother or sister of your majority interest, will qualify as a Named volunteer worker(s) or your Insured if there is no other similar insurance "employees" as a available to that organization. However: consequence of paragraph (1) (1) Coverage under this provision is (a) above; or afforded only until the 180th day after (c) "Property damage" to property: you acquire or form the organization (i) Owned, occupied or used by, or the end of the policy period, (ii) Rented to, in the care, custody whichever is earlier; and or control of, or over which (2) Coverage under this provision does physical control is being not apply to: exercised for any purpose by: (a) "Bodily injury" or "property you, any of your other volunteer damage" that occurred; or worker(s), your "employees" or if Page 10 of 18 Form SS 00 08 10 96 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1996 you are a partnership or joint venture, any partner or member. (2) Exclusion B.2.a. Applicable to Medical Expenses Coverage is replaced by the following: 2.a.To any insured, except volunteer workers. (3) When used in this provision volunteer worker(s) means a person who is not paid a fee, salary or other compensation. 3. Additional Insured - Mobile Equipment With respect to "mobile equipment' registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -employee of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. No person or organization is an insured with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits." 2. Aggregate Limits The most we will pay for.- a. or: a. Injury or damages under the "products -com- pleted operations hazard" arising from all "occurrences" during the policy period is the Product -Completed Operations Aggregate Limit shown in the Declarations. Form SS 00 08 10 96 Printed in U.S.A. (NS) BUSINESS LIABILITY COVERAGE FORM b. All other injury or damages, including medical expenses, arising from all "occurrences" during the policy period is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This aggregate limit does not apply to "property damage" to premises rented to you arising out of fire, lightning or explosion. The limits of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. 3. Subject to item 2. above, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Subject to item 2. above, the most we will pay for the sum of all damages because of all "personal injury" and "advertising injury" sustained by any one person or organization is the Personal Injury and Advertising Injury Limit shown in the Declarations. 5. The most we will pay under Business Liability Coverage for damages because of "property damage" to premises rented to you arising out of any one fire, lightning or explosion is the Fire Legal Liability Limit shown in the Declarations. The Fire Legal Liability Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of the three. Copyright, Hartford Fire Insurance Company, 1996 Page 11 of 18 BUSINESS LIABILITY COVERAGE FORM E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under the policy. 2. Duties in The Event of Occurrence, Claim Or Suit a. You must see to it that we are notified promptly of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; and (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. This condition applies only when the "occurrence" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) A manager if you are a limited liability company; (4) An "executive officer" or insurance manager, if you are a corporation. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable You must see to it that we receive a written notice of the claim or "suit" as soon as practicable. But this condition will not be considered breached unless the breach occurs after such claim or suit is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; or (3) A manager if you are a limited liability company; (4) An "executive officer" or insurance manager, if you are a corporation. c. You and any other involved insured must: (1) Immediately send us copies of any de- mands, notices, summonses or legal Page 12 of 18 papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement or defense of the claim or "suit"; and (4) Assist us, upon our request, in the en- forcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insureds will, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this policy: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this policy unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured obtained after an actual trial; but we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable Limit of Insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. Form SS 00 08 10 96 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1996 5. Separation of Insureds Z Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 6. Unintentional Failure To Disclose Hazards It is agreed that based on our reliance on your representations as to existing hazards, if unintentionally you should fail to disclose all such hazards at the inception date of your policy, we shall not deny any coverage under this Coverage Part because of such ilure. 7. Other Insurance - Primary Additional Insured If the written contract or agreement or permit requires this insurance to be primary for any person or organization with whom you agree to include in WHO IS AN INSURED, this Other Insurance Provision is applicable. If other valid and collectible insurance is available for a loss we cover under this Business Liability Coverage Form, our obligations are limited as follows: a. Primary Insurance This insurance is primary. We will not seek contributions from other insurance available to the person or organization with whom you agree to include in WHO IS AN INSURED, except when b. applies. b. Excess Insurance This insurance is excess over any of the other insurance whether primary, excess, contingent or on any other basis: (1) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work;" (2) That is Fire, lightning or explosion insurance for premises rented to you; or temporarily occupied by you with permissions of the owner; or (3) If the loss arises out of the maintenance or use of aircraft, "auto" or watercraft to the extent not subject to Exclusion g. of this Business Liability Coverage Form (Section 1). When this insurance is excess, we will have no duty to defend any claim or Form SS 00 08 10 96 Printed in U.S.A. (NS) BUSINESS LIABILITY COVERAGE FORM "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any or the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's base on the ratio of its applicable limits of insurance of all insurer. d. This provision provides such insurance as is afforded under this policy, but only with respect to your operations, "your work" or facilities owned or used by you. F. OPTIONAL COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Coverages also apply. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person or Organization WHO IS AN INSURED under SECTION C. is amended to include as an insured the person or organization shown in the Declarations, but only with respect to liability arising out of your operations or premises owned by or rented to you: Copyright, Hartford Fire Insurance Company, 1996 Page 13 of 18 BUSINESS LIABILITY COVERAGE FORM 2. Additional Insured - Managers or lessors of Premises a. WHO IS AN INSURED under SECTION C. is amended to include as an insured the person(s) or organization(s) shown in the Declarations; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations and subject to the following additional exclusions: b. Additional Exclusions This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises. (2) Structural alterations, new constructions or demolition operations performed by or for that person or organization. Additional Insured - Grantor of Franchise WHO IS AN INSURED under SECTION C. is amended to include as an insured the person(s) or organization(s) shown in the Declarations, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor of Leased Equipment a. WHO IS AN INSURED under SECTION C. is amended to include as an insured the person(s) or organization(s) shown in the Declarations, but only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person(s) or organization(s). b. Additional Exclusions: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires, (2) To "bodily injury" or "property damage" arising out of the sole negligence of the lessor. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased WHO IS AN INSURED under SECTION C. is amended to include as an insured the person or organization shown in the Declarations, but only with respect to liability arising out of the owner- ship, maintenance or use of that part of the land leased to you and shown in the Declarations and subject to the following additional exclusion: This insurance does not apply to: Page 14 of 18 a. Any "occurrence" that takes place after you cease to lease that land; or b. Structural alterations, new construction or demolition operations performed by or for the person or organization shown in the Declarations. Additional Insured - State or Political Subdivision - Permits a. WHO IS AN INSURED under SECTION C. is amended to include as an insured the state or political subdivision shown in the Declarations, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. Additional Exclusions This insurance does not apply to: (1) "Bodily injury," "property damage," "personal injury" or "advertising injury" arising out of operations performed for the state or political subdivision; or (2) "Bodily injury" or "property damage" included in the "product -completed operations" hazard. 7. Additional Insured - Vendors a. WHO IS AN INSURED under SECTION C. is amended to include as an insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. b. Additional Exclusions (1) The insurance afforded the vendor does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; Form SS 00 08 10 96 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1996 (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS "Advertising Injury" means injury arising out of one or more of the following offenses: a. Oral or written publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; b. Oral or written publication of material that violates a person's rights of privacy; c. Misappropriation of advertising ideas or styles of doing business; or d. Infringement of copyright, title or slogan. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment." "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish or death resulting from any of these at any time. Form SS 00 08 10 96 Printed in U.S.A. (NS) BUSINESS LIABILITY COVERAGE FORM 4. "Coverage Territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, provided the injury or damage does not occur in the course of travel or transportation to or from any place not included in a. above; or c. All parts of the world if: (1) The injury or damage arises out of: (a) Goods or products made or sold by you in the territory described in a. above; or (b) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; and (2) The insured's responsibility to pay damages is determined in a "suit" on the merits in the territory described in a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 6. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 7. "Insured Contract" means: a. A lease of premises; b. A sidetrack agreement; c. Any easement or license agreement; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of municipality in connection with work performed for a municipality) under which you assume the liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. An "insured contract" does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: Copyright, Hartford Fire Insurance Company, 1996 Page 15 of 18 BUSINESS LIABILITY COVERAGE FORM (a) Preparing, approving or failing to e. Vehicles not described in a., b., c., or d. prepare or approve maps, drawings, above that are not self-propelled and are opinions, reports, surveys, change maintained primarily to provide mobility to orders, designs or specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, if that is (1) Air compressors, pumps and the primary cause of the injury or generators, including spraying, damage; welding, building cleaning, (2) Under which the insured, if an architect, geophysical exploration, lighting and engineer or surveyor, assumes liability well servicing equipment; or for an injury or damage arising out of the (2) Cherry pickers and similar devices insured's rendering or failure to render used to raise or lower workers; professional services, including those f. Vehicles not described in a., b., c., or d. listed in (a) above and supervisory, in- above maintained primarily for purposes spection or engineering services; or other than the transportation of persons or 8. "Leased worker" means a person leased to cargo. you by a labor leasing firm under an However, self-propelled vehicles with the agreement between you and the labor leasing following types of permanently attached firm, to perform duties related to the conduct equipment are not "mobile equipment" but of your business. "Leased worker" does not will be considered "autos": include a "temporary worker". (1) Equipment designed primarily for: 9. "Loading or Unloading" means the handling of (a) Snow removal; property: a. After it is moved from the place where it is (b) Road maintenance, but not con - accepted for movement into or onto an struction or resurfacing; aircraft, watercraft or "auto"; (c) Street cleaning; b. While it is in or on an aircraft, watercraft or Paragraph f.(1), (a), (b), (c) does not ap- "auto"; or ply to self-propelled vehicles of less than c. While it is being moved from an aircraft, 1,000 pounds gross vehicle weight. watercraft of "auto" to the place where it is (2) Cherry pickers and similar devices finally delivered; mounted on automobile or truck but "loading or unloading" does not include chassis and used to raise or lower the movement of property by means of a workers; and mechanical device, other than a hand (3) Air compressors, pumps and generators, truck, that is not attached to the aircraft, including spraying, welding, building watercraft or "auto." cleaning, geophysical exploration, 10. "Mobile Equipment" means any of the lighting and well servicing equipment. following types of land vehicles, including any 11. "Occurrence" means an accident, including con - attached machinery or equipment: tinuous or repeated exposure to substantially the a. Bulldozers, farm machinery, forklifts and same general harmful conditions. other vehicles designed for use principally 12. "Personal Injury" means injury, other than off public roads; "bodily injury", arising out of one or more of b. Vehicles maintained for use solely on or the following offenses: next to premises you own or rent; a. False arrest, detention or imprisonment; c. Vehicles that travel on crawler treads; b. Malicious prosecution; d. Vehicles, whether self-propelled or not, on c. Wrongful eviction from, wrongful entry which are permanently mounted: into, or invasion of the right of private (1) Power cranes, shovels, loaders, diggers occupancy of a room, dwelling or premises or drills; or that the person occupies, by or on behalf of its owner, landlord or lessor; (2) Road construction or resurfacing equip - ment such as graders, scrapers or d. Oral or written publication of material that rollers; slanders or libels a person or organization Page 16 of 18 Form SS 00 08 10 96 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1996 BUSINESS LIABILITY COVERAGE FORM or disparages a person's or organization's c. This hazard does not include "bodily goods, products or services; injury" or "property damage" arising out of: e. Oral or written publication of material that (1) The transportation of property, unless violates a person's rights of privacy; or the injury or damage arises out of a f. Discrimination or humiliation that results in condition in or on a vehicle created by injury to the feelings or reputation of a the "loading or unloading" of it; or natural person but only if such (2) The existence of tools, uninstalled equip - discrimination or humiliation is: ment or abandoned or unused materials. (1) Not done intentionally by or at the 14. "Property Damage" means: direction of: a. Physical injury to tangible property, (a) The insured; or including all resulting loss of use of that (b) Any executive officer, director, property. All such loss of use shall be stockholder, partner or member of deemed to occur at the time of the the insured; and physical injury that caused it; or (2) Not directly or indirectly related to the b. Loss of use of tangible property that is not employment, prospective employment physically injured. All such loss of use or termination of employment of any shall be deemed to occur at the time of person or persons by any insured. "occurrence" that caused it. This paragraph f. does not apply in the 15. "Suit" means a civil proceeding in which States of Nebraska, Ohio and Kansas. damages because of "bodily injury," "property 13. "Products -Completed Operations Hazard" in- damage," "personal injury" or "advertising cludes all "bodily injury" and "property injury" to which this insurance applies are damage" arising out of "your product" or "your alleged. "Suit" includes: work" except: a. An arbitration proceeding in which such (1) Products that are still in your physical damages are claimed and to which you possession; or must submit or do submit with our (2) Work that has not yet been completed consent; or or abandoned. b. Any other alternative dispute resolution pro - The "bodily injury" or "property damage" ceedi gin which damagesare clamed must occur away from premises you own and which you such t with our or rent, unless your business includes the 16. "Temporary worker" means a person who is selling, handling or distribution of "your furnished to you to substitute for a permanent product" for consumption on premises you "employee" on leave or to meet seasonal or own or rent. short-term workload conditions. b. "Your work" will be deemed completed at the earliest of the following times: (1) When all of the work called for in your contract has been completed. (2) When all of the work to be done at the site has been completed if your contract calls for work at more than one site. (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or sub- contractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. Form SS 00 08 10 96 Printed in U.S.A. (NS) 17. "Your Product" means: a. Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (1) You; (2) Others trading under your name; or (3) A person or organization whose business or assets you have acquired; and b. Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. "Your product" includes: a. Warranties or representations made at any time with respect to the fitness, quality, du- rability, performance or use of "your product"; and b. The providing of or failure to provide warnings or instructions. Copyright, Hartford Fire Insurance Company, 1996 Page 17 of 18 BUSINESS LIABILITY COVERAGE FORM "Your product" does not include vending machines or other property rented to or located for the use of others, but not sold. 17. "Your Work" means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or operations. "Your work" includes: Page 18 of 18 a. Warranties or representations made at any time with respect to the fitness, quality, du- rability, performance or use of "your work"; and b. The providing of or failure to provide warnings or instructions. Form SS 00 08 10 96 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1996 THE HARTFORD Select Customer Insurance Center 3600 WISEMAN BLVD. SAN ANTONIO TX 78251 Policyholder, please call us at: (866) 467-8730 Agent, please callus at: (866) 467-8730 SERVICE.TX@THEHARTFORD.COM INSURANCE ENDORSEMENT ATTACHED *** PLEASE REVIEW THE CHANGE *** Enclosed is an endorsement for your business insurance policy. Please review it at your convenience. If you have questions or need to make further changes: Policyholder, please call us at: (8 66) 467-8730 Agent, please call us at: (866) 467-8730 between 7 A.M. and 7 P.M. CST. The premium billing will be mailed to you separately. You can expect to receive it soon. Thank you for allowing us to service your business needs. PROPEL INSURANCE/PHS THE HARTFORD SELECT CUSTOMER INSURANCE CENTER The Hartford Hartford Fire Insurance Company and its Affiliates One Hartford Plaza. Hartford. Connecticut 06155 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless another date is indicated below: Policy Number: 52 S13AAA8188 DX Named Insured and Mailing Address; KITSAP COUNTY HISTORICAL SOCIETY 280 4TH ST BREMERTON WA 98337 Policy Change Effective Date: 07/05/18 Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: 001 Agent Name: PROPEL INSURANCE/PHS Code: 701950 POLICY CHANGES: SENTINEL INSURANCE COMPANY, LIMITED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT.IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE BUSINESS LIABILITY OPTIONAL COVERAGES ARE REVISED ADDITIONAL INSURED(S) ARE ADDED THE FOLLOWING ARE ADDITIONAL INSURED FOR BUSINESS LIABILITY COVERAGE IN THIS POLICY. LOCATION 001 BUILDING 001 PERSON/ORGANIZATION: SEE FORM IH 12 00 FORM NUMBERS OF ENDORSEMENTS ADDED AT ENDORSEMENT ISSUE: PRO RATA FACTOR: 1.000 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 12 11 04 05 T Page 001 (CONTINUED ON NEXT PAGE) Process Date: 07/05/18 Policy Effective Date: 04/30/18 Policy Expiration Date: 04/30/19 POLICY CHANGE (Continued) Policy Number: 52 SBA AA8188 Policy Change Number: 001 IH12001185 ADDITIONAL INSURED - PERSON -ORGANIZATION Form SS 12 11 04 05 T Page 002 Process Date: 07/06/18 Policy Effective Date: 04/30/18 Policy Expiration Date: 04/30/19 POLICY NUMBER: 52 SBA AA8188 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON -ORGANIZATION ', OFFICE OF CITY CLERK CITY OF BREMERTON 345 6TH STREET SUITE 100 BREMERTON, WA 98337 Form IH 12 00 11 85 T SEQ. NO. 002 Printed in U.S.A. Page 001 Process Date: 07/06/18 Expiration Date: 04/30/19