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24-038 Klarity Consulting, LLC for Executive Coaching and Mentoring ServicesExecutive Coaching and Mentoring Services Page 1 of 9 Professional/Consulting Contracts /Version: April 2024 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Klarity Consulting, LLC (“Contractor”), a Sole Proprietorship for Executive Coaching and Mentoring Services, and is effective on the last date signed below (“Effective Date”). 2. SERVICES 2.1 Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 2.2 Contractor’s duties and services under this agreement shall not include preparing or assisting the City with any portion of the City’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with the City. The City shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. Contractor’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. Contractor shall cooperate with the City to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by contractor pursuant to this agreement. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on December 31, 2024 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by December 31, 2024. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. Executive Coaching and Mentoring Services Page 2 of 9 Professional/Consulting Contracts /Version: April 2024 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $7,200.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Executive Coaching and Mentoring Services Page 3 of 9 Professional/Consulting Contracts /Version: April 2024 Agreement is determined by a court of competent jurisdiction, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the r esponsibility of City, and actual attorney’s fees incurred by City in connection with the above. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. Executive Coaching and Mentoring Services Page 4 of 9 Professional/Consulting Contracts /Version: April 2024 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prio r written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance Executive Coaching and Mentoring Services Page 5 of 9 Professional/Consulting Contracts /Version: April 2024 of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4 Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, or a purchase order, or other transaction. 11.5 Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6 This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. Executive Coaching and Mentoring Services Page 6 of 9 Professional/Consulting Contracts /Version: April 2024 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Pamela Wu as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Ashwini Kantak as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. Executive Coaching and Mentoring Services Page 7 of 9 Professional/Consulting Contracts /Version: April 2024 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. Executive Coaching and Mentoring Services Page 8 of 9 Professional/Consulting Contracts /Version: April 2024 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Pamela Wu Email: PamelaW@cupertino.org To Contractor: Klarity Consulting, LLC 297 Campina Court Fremont, CA 94539 Attention: Ashwini Kantak Email: akantak@klarityconsulting.net 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. Executive Coaching and Mentoring Services Page 9 of 9 Professional/Consulting Contracts /Version: April 2024 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Ashwini Kantak Ashwini Kantak CEO, Klarity Consulting, LLC 04/11/2024 Christopher D. Jensen Pamela Wu City manager 04/12/2024 04/12/2024 EXHIBIT A Scope of Work This agreement is for Consultant, Klarity Consul�ng, LLC, to conduct execu�ve coaching and mentoring services with the City Manager to inspire new ways of thinking, help develop strategies for addressing specific challenges, and raise performance. The execu�ve coaching services will be provided by Dave Sykes. He will work closely with the City Manager to develop a coaching plan that is tailored to the City’s needs and style. One-on-one coaching sessions will be scheduled on an as needed basis (weekly, bi-weekly, or monthly basis) at the hourly rate described in Exhibit C. Coaching sessions will be engaging and interac�ve and a flexible approach will be used to achieve results. EXHIBIT B Schedule of Performance This execu�ve coaching and mentoring training will begin in April 2024 and is es�mated to conclude by December 2024. EXHIBIT C Cost Summary The work outlined in Exhibit A will be charged at a rate of $240 per hour, with a not to exceed amount of $7,200, which will provide for 30 hours of execu�ve coaching and mentoring training services. Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proce eds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non -contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such cov erage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self - insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. ◻ Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self -insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self -insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right t o demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. WLTR001 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 April 9, 2024 KLARITY CONSULTING, LLC 297 CAMPINA CT FREMONT CA 94539 Policy Information: Policy Number:76 SBU BF3EVU Contact Us Visit https://business.thehartford.com 24/7 access to pay bills, view policy documents, get your certificate of insurance and more. Need Help?Chat online or call us at (866) 467- 8730. We're here Monday - Friday. You can find information about your policy enclosed. You can also find this info online at https://business.thehartford.com. If you have any questions or concerns about what you see, contact us at any of the options listed on this page. Thanks for choosing us for your business insurance needs. Sincerely, The Hartford CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/09/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NUTMEG INS AGENCY INC/PHS 76210775 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (888) 925-3137 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED Klarity Consulting, LLC 297 CAMPINA CT FREMONT CA 94539-4799 INSURER A : Hartford Underwriters Insurance Company 30104 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 LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY)LIMITS A COMMERCIAL GENERAL LIABILITY 76 SBU BF3EVU 04/10/2024 04/10/2025 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 X POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: A AUTOMOBILE LIABILITY 76 SBU BF3EVU 04/10/2024 04/10/2025 COMBINED SINGLE LIMIT (Ea accident)$2,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT A Professional Liability 76 SBU BF3EVU 04/10/2024 04/10/2025 Each Claim Limit Aggregate Limit $2,000,000 $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. The Business Liability Coverage Part includes a Blanket Additional Insured By Contract Endorsement, Form SL 30 32. Waiver of Subrogation applies in favor of the Certificate Holder per Waiver of Subrogation Form SL3003, attached to this policy. CERTIFICATE HOLDER CANCELLATION City of Cupertino 10300 TORRE AVE CUPERTINO CA 95014-3202 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 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/09/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NUTMEG INS AGENCY INC/PHS 76210775 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACT NAME: PHONE (A/C, No, Ext): (888) 925-3137 FAX (A/C, No): (888) 443-6112 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED Klarity Consulting, LLC 497 CAMPINA CT FREMONT CA 94539-4799 INSURER A : Hartford Underwriters Insurance Company 30104 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 LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY)LIMITS A COMMERCIAL GENERAL LIABILITY 76 SBU BF3EVU 04/10/2024 04/10/2025 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 X POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: A AUTOMOBILE LIABILITY 76 SBU BF3EVU 04/10/2024 04/10/2025 COMBINED SINGLE LIMIT (Ea accident)$2,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT A Professional Liability 76 SBU BF3EVU 04/10/2024 04/10/2025 Each Claim Limit Aggregate Limit $2,000,000 $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The Business Liability Coverage Part includes a Blanket Additional Insured By Contract Endorsement, Form SL 30 32. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD SC 50 50 10 18 APRIL 9, 2024 Welcome to The Hartford Policy Number:76 SBU BF3EVU HOW TO REACH US We and NUTMEG INS AGENCY INC/PHS thank you for your business.We look forward to providing you with exceptional customer service in the years to come. HERE’S YOUR NEW POLICY Enclosed is your new business insurance policy.It includes forms,notices, disclosures and other important information about your coverage.In some cases,you may have paperwork that requires your special attention.If so, you’ll see those documents packaged together right after this letter. WHAT TO DO NEXT Want a digital version of your policy? We make it easy. You can download a copy instantly when you access your account online. Plus, you’ll also be If you have questions,you can reach The Hartford the following ways: ONLINE BY VISITING https://business.thehartford.com POLICY QUESTIONS 1-888-925-3137, Monday - Friday 7 a.m. - 7 p.m. CT 24 HOUR CLAIMS HOTLINE 1-800-327-3636, always open able to quickly and easily do things like: ·Pay bills ·Request certificates of insurance ·Change coverage Visit https://business.thehartford.com to get started today. Thank you, Your Customer Service Team from The Hartford Declarations: Business Owner’s Policy NGS Business Owners Declaration Page This Spectrum® Business Owner’s Policy consists of the Declarations, Coverage Forms, Coverage Parts, Common Policy Conditions and any other Forms and endorsements issued to be a part of the Policy. The Hartford® is Hartford Fire Insurance Company and its affiliated property and casualty insurance companies. Form: SC 00 01 10 18 1 Policy Number:76 SBU BF3EVU Policy Period:04/10/2024 to 04/10/2025, 12:01 a.m., Standard time at your mailing address shown here. Exception: 12 noon in New Hampshire. Insurer: Hartford Underwriters Insurance Company, a property and casualty company of The Hartford. One Hartford Plaza, Hartford, CT 06155 Named Insured and Mailing Address: Klarity Consulting, LLC 497 CAMPINA CT FREMONT, CA 94539-4799 Type of Business:Consultant - Business and Management Name of Agency/Broker: NUTMEG INS AGENCY INC/PHS 8711 UNIVERSITY DRIVE EAST CHARLOTTE, NC 28213 Code:76210775 Previous Policy Number: New Organization Type:LLC Audit Period: Non-Auditable Insurance Provided: In return for the payment of the premium and subject to all of the terms of this policy, we agree with you to provide insurance as stated in this policy. TOTAL PREMIUM:$1,329* *Total Premium includes the premium for all Coverage Parts issued to you in this policy, as well as any companion policies delivered with this policy. Total Premium includes any applicable fees and surcharges. Total Premium may change based on coverage changes made through endorsement or if your policy is subject to Premium Audit. Countersigned by:04/09/2024 Authorized Representative Date A Business Owner’s Policy typically covers property and business liability risks. Generally, Property insurance pays you if a covered cause of loss damages property that you own, rent or lease. Business liability insurance pays in certain cases where something you do or something you own causes injury or damage to someone else, or someone else’s property.Please see the coverages and limits described in your Declarations for details regarding the insurance you purchased. Declarations: Business Owner’s Policy Form: SC 00 01 10 18 2 Glossary of Terms* TERM DEFINITION Audit Period Your Policy period, which may be auditable or non-auditable. If your Policy is auditable, we will examine your business records to determine actual exposures for final premium calculation. Base Coverage Form Each Coverage Part has a form that explains, generally, what is and is not covered. This is the first building block of the Coverage Part. All other forms directly or indirectly modify the Base Coverage Form and are attached to it. Coverage Part A section of the Policy for a particular coverage. Unless otherwise stated in a specific Coverage Part, a Coverage Part consists of a Declarations page, a Base Coverage Form, all forms that modify the Base Coverage Form, and other forms applicable to the Coverage Part or the entire Policy. Declarations The part of the insurance contract that specifies the named insured, address, policy period, covered locations, limits of insurance and other key information such as forms applicable to the Coverage Part. Policy A contract between you and us to provide you with certain insurance coverages. Your Spectrum Business Owner’s Policy consists of all Coverage Parts and forms common to some or all Coverage Parts. *The terms and definitions contained in the Glossary of Terms are provided to help you better understand your Business Owners Policy and how it is constructed.These terms and definitions are not definitions that apply to any Coverage Part or Policy you have purchased and should not be construed as such.Please refer to the applicable provisions in your coverage parts or policies for complete details of the defined terms, including but not limited to the applicable Definitions section of such Coverage Part or Policy. Declarations: Locations and Location-Based Coverages Form: SC 00 01 10 18 3 Here’s how your Business Owner’s insurance coverage and limits apply to your business locations (LOC). If you have more than one location or building (BLDG), we break out your coverage and limits separately for each LOC. LOC 1, BLDG 1 Class: Consultant - Business and Management Location: 497 CAMPINA CT FREMONT,CA 94539 LOC 1, BLDG 1: LOCATION-BASED COVERAGES AND FEATURES LIMIT OF INSURANCE No property coverage at this location Declarations: Business Liability Coverage Part Form: SC 00 01 10 18 4 Your policy includes the liability coverages listed below. The limits in the right-hand column show the maximum amount we’ll pay. FORM NUMBER FORM NAME LIMIT OF INSURANCE SL 00 00 10 18 BUSINESS LIABILITY COVERAGE FORM Damage To Premises Rented To You Limit $1,000,000 General Aggregate Limit $4,000,000 Liability and Medical Expenses Limit $2,000,000 Medical Expenses Limit $10,000 Personal and Advertising Injury Limit $2,000,000 Products-Completed Operations Aggregate Limit $4,000,000 Property Damage Liability Deductible No Deductible ADDITIONAL BUSINESS LIABILITY COVERAGES SL 30 32 06 21 BLANKET ADDITIONAL INSURED BY CONTRACT Included1 SL 30 23 10 18 ELECTRONIC MEDIA LIABILITY Included1 SL 30 26 10 18 HIRED AUTO AND NON-OWNED AUTO LIABILITY Included1 SL 30 03 10 18 WAIVER OF SUBROGATION See schedule below 1Included in Business Liability Limit(s) BUSINESS LIABILITY SCHEDULES Form Number Form Name Description Additional Details SL 30 03 10 18 WAIVER OF SUBROGATION City of Cupertino Location: 10300 Torre Ave, Cupertino, CA 95014 ALL OTHER BUSINESS LIABILITY FORMS Form Number Form Name SL 20 06 10 18 EXCLUSION - NUCLEAR ENERGY LIABILITY SL 20 78 10 18 EXCLUSION - SILICA - BUSINESS LIABILITY COVERAGE FORM BUSINESS LIABILITY COVERAGE PREMIUM:$244* * Price is subject to fees and surcharges. For more details, refer to Page 6 Form: SC 00 01 10 18 5 Declarations: Other Liability Coverages Your policy also includes the following additional liability Coverage Parts or polices. Please see the applicable Declaration form for details. DECLARATION FORM NUMBER COVERAGE NAME PREMIUM SL 50 00 10 18 Professional Liability $775 Declarations: Common Forms Your policy includes the Common Forms listed below. These forms apply to all Coverage Parts on your policy. FORM NUMBER FORM NAME SC 01 04 10 18 CALIFORNIA CHANGES - COMMON POLICY CONDITIONS SC 00 00 10 18 COMMON POLICY CONDITIONS SC 00 01 10 18 DECLARATIONS: BUSINESS OWNER'S POLICY SC 70 00 12 20 DISCLOSURE - CAP ON LOSSES - TERRORISM RISK INSURANCE ACT IH12050221 GOODS AND SERVICES ENDORSEMENT SC 50 63 06 20 IMPORTANT NOTICE TO POLICYHOLDER'S SC 90 04 10 18 IMPORTANT NOTICE TO POLICYHOLDERS THE HARTFORD CYBER CENTER WEBSITE ACCESS 100722 INSURANCE POLICY BILLING INFORMATION SC 50 31 10 18 PRODUCER COMPENSATION NOTICE SC 00 12 10 18 SPECTRUM BUSINESS OWNER'S POLICY JACKET SC 01 68 10 18 SUPPLEMENTAL DECLARATIONS - WA AND CA SC 90 16 10 18 TRADE OR ECONOMIC SANCTIONS ENDORSEMENT SC 90 15 10 18 US DEPARTMENT OF THE TREASURY, OFFICE OF FOREIGN ASSETS CONTROL (OFAC) ADVISORY NOTICE TO POLICYHOLDERS Declarations: Other Charges Form: SC 00 01 10 18 6 States laws and regulations may require you to pay taxes, fees, surcharges or other costs. We’ve listed those charges below DESCRIPTION COST Other Premiums Policy Base Premium $244 Terrorism Premium $11 Form SC 01 68 10 18 Page 1 of 1 Process Date:04/09/2024 © 2018, The Hartford Policy Expiration Date:04/10/2025 (May include copyrighted material of Insurance Services Office, Inc., with its permission) SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 76 SBU BF3EVU SUPPLEMENTAL DECLARATIONS: A service fee of $7.00 is charged for each installment when your premium is paid in installments.The service fee is $5.00 per withdrawal when you select an electronic fund transfer payment plan.The service fee will be added to the premium amount shown on your premium billing statement. Declarations: Professional Liability Coverage Part PROFESSIONAL LIABILITY DECLARATIONS This Spectrum®Business Owner’s Policy consists of the Declarations,Coverage Forms,Coverage Parts,Common Policy Conditions and any other Forms and endorsements issued to be a part of the Policy.The Hartford®is Hartford Fire Insurance Company and its affiliated property and casualty insurance companies. CONTINUED Form:SL 50 00 10 18 Process Date: 04/09/2024 Policy Expiration Date: 04/10/2025 1 NOTICE:COVERAGE APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD OR APPLICABLE EXTENDED REPORTING PERIOD AND WHICH HAVE BEEN REPORTED TO US IN ACCORDANCE WITH THE APPLICABLE NOTICE PROVISIONS.THE LIMITS OF LIABILITY AVAILABLE TO PAY DAMAGES SHALL BE REDUCED BY AMOUNTS INCURRED AS CLAIMS EXPENSES.THE DEDUCTIBLE IS APPLICABLE TO CLAIMS EXPENSES AND DAMAGES. PLEASE READ THE ENTIRE POLICY CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. This Declarations Page,with Common Policy Conditions,Professional Liability Coverage Form and Endorsements,if any,issued to form a part thereof,shall together constitute this Professional Liability Coverage Part which in turn forms a part of the Policy Number shown below. The Nuclear Energy Liability Exclusion (Form SL 20 06)of the Policy to which this Coverage Part is attached also applies to this Coverage Part. Policy Number: 76 SBU BF3EVU Named Insured and Mailing Address: Klarity Consulting, LLC 497 CAMPINA CT FREMONT, CA 94539-4799 Named Insured Is:Klarity Consulting, LLC Policy Period Effective Date: 04/10/2024 Expiration Date: 04/10/2025 12:01 A.M., Standard time at the address of the named insured as stated herein. Insurer: Hartford Underwriters Insurance Company One Hartford Plaza, Hartford, CT 06155 PREMIUM:$775 Declarations: Professional Liability Coverage Part CONTINUED Form:SL 50 00 10 18 Process Date: 04/09/2024 Policy Expiration Date: 04/10/2025 2 POLICY PERIOD EFFECTIVE DATE: 04/10/2024 EXPIRATION DATE: 04/10/2025 12:01 A.M., Standard time at the address of the named insured as stated herein. LIMITS OF LIABILITY INSURANCE EACH CLAIM LIMIT:$2,000,000 AGGREGATE LIMIT:$2,000,000 CLAIM EXPENSE EACH CLAIM LIMIT:$No Coverage CLAIM EXPENSE AGGREGATE LIMIT:$No Coverage SUBPOENA ASSISTANCE CLAIM EXPENSE SUB-LIMIT:$25,000 DISCIPLINARY PROCEEDINGS CLAIM EXPENSE SUB-LIMIT:$25,000 RETROACTIVE DATE:04/10/2024 If no date is entered, the Retroactive Date is the same as the effective date of this Coverage Part. DEDUCTIBLE:$1,000 Each Claim Deductible Form Numbers of Forms and Endorsements that apply: FORM NUMBER FORM NAME SC 00 00 10 18 COMMON POLICY CONDITIONS SL 20 06 10 18 EXCLUSION – NUCLEAR ENERGY LIABILITY SL 50 00 10 18 PROFESSIONAL LIABILITY DECLARATIONS SL 50 57 10 18 PROFESSIONAL SERVICES ENDORSEMENT - BUSINESS OR MANAGEMENT CONSULTANTS SL 50 80 10 18 CALIFORNIA AMENDATORY ENDORSEMENT - PROFESSIONAL LIABILITY SL 50 45 10 18 PROFESSIONAL LIABILITY COVERAGE FORM Countersigned by:04/09/2024 Authorized Representative Date Form SL 00 00 10 18 BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY QUICK REFERENCE Beginning On Page A.COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B.EXCLUSIONS 3 C.WHO IS AN INSURED 12 D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1.Bankruptcy 15 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3.Legal Action Against Us 16 4.Separation Of Insureds 16 5.Representations 16 6.Other Insurance 16 7.Transfer Of Rights Of Recovery Against Others To Us 18 F.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 18 Form SL 00 00 10 18 Page 1 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) BUSINESS LIABILITY COVERAGE FORM Various provisions in this Policy restrict coverage.Read the entire Policy carefully to determine rights,duties and what is and is not covered. Throughout this Coverage Part the words "you"and "your"refer to the Named Insured shown in the Declarations.The words "we", "us" and "our" refer to the insurance company shown in the Declarations. "Policy period",as used in this Coverage Part,means the period from the effective date of this Coverage Part to the expiration date of the Coverage Part as stated in the Declarations or the date of cancellation, whichever is earlier. The word "insured" means any person or organization qualifying as such under Section C. Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning.Refer to Section F.Liability And Medical Expenses Definitions. A.COVERAGES 1.Business Liability Coverage (Bodily Injury,Property Damage,Personal And Advertising Injury)Insuring Agreement a.We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury","property damage"or "personal and advertising injury"to which this insurance applies.We will have the right and duty to defend the insured against any "suit"seeking those damages.However,we will have no duty to defend the insured against any "suit"seeking damages for "bodily injury","property damage"or "personal and advertising injury" to which this insurance does not apply. We may,at our discretion,investigate any "occurrence"or offense and settle any claim or "suit"that may result. But: (1)The amount we will pay for damages is limited as described in Section D.Liability And Medical Expenses Limits Of Insurance; and (2)Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b.This insurance applies: (1)To "bodily injury" and "property damage" only if: (a)The “bodily injury”or “property damage”is caused by an “occurrence”that takes place in the “coverage territory”; (b)The "bodily injury" or "property damage" occurs during the policy period; and (c)Prior to the policy period,no insured listed under Paragraph 1.of Section C.Who Is An Insured and no "employee"authorized by you to give or receive notice of an "occurrence"or claim,knew that the "bodily injury"or "property damage"had occurred,in whole or in part.If such a listed insured or authorized "employee"knew,prior to the policy period,that the "bodily injury"or "property damage" occurred,then any continuation,change or resumption of such "bodily injury"or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2)To "personal and advertising injury"caused by an offense arising out of your business,but only if the offense was committed in the "coverage territory" during the policy period. c."Bodily injury"or "property damage"will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.of Section C.Who Is An Insured or any "employee"authorized by you to give or receive notice of an "occurrence" or claim: (1)Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2)Receives a written or verbal demand or claim for damages because of the "bodily injury"or "property damage"; or Form SL 00 00 10 18 Page 2 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)Becomes aware by any other means that "bodily injury"or "property damage"has occurred or has begun to occur. d.Damages because of "bodily injury"include damages claimed by any person or organization for care,loss of services or death resulting at any time from the "bodily injury". e.Incidental Medical Malpractice (1)"Bodily injury"arising out of the rendering of or failure to render professional health care services as a physician,dentist,nurse,emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a)The physician,dentist,nurse,emergency medical technician or paramedic is employed by you to provide such services; and (b)You are not engaged in the business or occupation of providing such services. (2)For the purpose of determining the limits of insurance for incidental medical malpractice,any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2.Medical Expenses Insuring Agreement a.We will pay medical expenses as described below for "bodily injury" caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent; or (3)Because of your operations; provided that: (1)The accident takes place in the "coverage territory" and during the policy period; (2)The expenses are incurred and reported to us within three years of the date of the accident; and (3)The injured person submits to examination,at our expense,by physicians of our choice as often as we reasonably require. b.We will make these payments regardless of fault.These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1)First aid administered at the time of an accident; (2)Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3)Necessary ambulance, hospital, professional nursing and funeral services. 3.Coverage Extension - Supplementary Payments a.We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: (1)All expenses we incur. (2)Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury"applies.We do not have to furnish these bonds. (3)The cost of appeal bonds or bonds to release attachments,but only for bond amounts within the applicable limit of insurance.We do not have to furnish,finance,arrange for,guarantee,or collateralize these bonds, whether the collateralization is characterized as premium or not. (4)All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5)All court costs taxed against the insured in the "suit".However,such costs do not include attorneys’fees, attorneys’ expenses, witness or expert fees, or any other expenses of a party taxed against the insured. (6)Prejudgment interest awarded against the insured on that part of the judgment we pay.If we make an offer to pay the applicable limit of insurance,we will not pay any prejudgment interest based on that period of time after the offer. Form SL 00 00 10 18 Page 3 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (7)All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid,offered to pay,or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the Limits of Insurance. b.If we defend an insured against a "suit"and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1)The "suit"against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2)This insurance applies to such liability assumed by the insured; (3)The obligation to defend,or the cost of the defense of,that indemnitee,has also been assumed by the insured in the same "insured contract"; (4)The allegations in the "suit"and the information we know about the "occurrence"are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5)The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6)The indemnitee: (a)Agrees in writing to: (i)Cooperate with us in the investigation, settlement or defense of the "suit"; (ii)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the "suit"; (iii)Notify any other insurer whose coverage is available to the indemnitee; and (iv)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b)Provides us with written authorization to: (i)Obtain records and other information related to the "suit"; and (ii)Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met,attorneys'fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b)of Section B.Exclusions,such payments will not be deemed to be damages for "bodily injury"and "property damage"and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys'fees and necessary litigation expenses as Supplementary Payments ends when: (1)We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2)The conditions set forth above,or the terms of the agreement described in Paragraph (6)above,are no longer met. B.EXCLUSIONS 1.Applicable To Business Liability Coverage This insurance does not apply to: a.Expected Or Intended Injury (1)"Bodily injury"or "property damage"expected or intended from the standpoint of the insured.This exclusion does not apply to "bodily injury"or "property damage"resulting from the use of reasonable force to protect persons or property; or (2)"Personal and advertising injury"arising out of an offense committed by,at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". Form SL 00 00 10 18 Page 4 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) b.Contractual Liability (1)"Bodily injury" or "property damage"; or (2)"Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a)"Bodily injury","property damage"or "personal and advertising injury"that the insured would have in the absence of the contract or agreement; or (b)"Bodily injury"or "property damage"assumed in a contract or agreement that is an "insured contract", provided the "bodily injury"or "property damage"occurs subsequent to the execution of the contract or agreement.Solely for the purpose of liability assumed in an "insured contract",reasonable attorneys'fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i)Liability to such party for,or for the cost of,that party’s defense has also been assumed in the same "insured contract"; and (ii)Such attorneys'fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c.Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1)Causing or contributing to the intoxication of any person; (2)The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; (3)Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; or (4)Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by an insured,if the “bodily injury”or “property damage”involved that which is described in Paragraph (1), (2), (3) or (4) above. However,this exclusion applies only if you are in the business of manufacturing,distributing,selling,serving or furnishing alcoholic beverages.For the purposes of this exclusion,permitting a person to bring alcoholic beverages on your premises,for consumption on your premises,whether or not a fee is charged or a license is required for such activity,is not by itself considered the business of selling,serving,or furnishing alcoholic beverages. d.Workers' Compensation And Similar Laws Any obligation of the insured under a workers'compensation,disability benefits or unemployment compensation law or any similar law. e.Employer’s Liability "Bodily injury" to: (1)An "employee" of the insured arising out of and in the course of: (a)Employment by the insured; or (b)Performing duties related to the conduct of the insured’s business; or (2)The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. Form SL 00 00 10 18 Page 5 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) This exclusion does not apply to liability assumed by the insured under an "insured contract". f.Pollution (1)"Bodily injury","property damage"or "personal and advertising injury"arising out of the actual,alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a)At or from any premises,site or location which is or was at any time owned or occupied by,or rented or loaned to any insured. However, this paragraph does not apply to: (i)"Bodily injury"if sustained within a building and caused by smoke,fumes,vapor or soot produced by or originating from equipment that is used to heat,cool or dehumidify the building,or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii)"Bodily injury"or "property damage"for which you may be held liable,if you are a contractor and the owner or lessee of such premises,site or location has been added to this Coverage Part as an additional insured with respect to your ongoing operations performed for that additional insured at that premises,site or location and such premises,site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b)At or from any premises,site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c)Which are or were at any time transported,handled,stored,treated,disposed of,or processed as waste by or for: (i)Any insured; or (ii)Any person or organization for whom you may be legally responsible; (d)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants"are brought on or to the premises,site or location in connection with such operations by such insured, contractor or subcontractor. However, this paragraph does not apply to: (i)"Bodily injury"or "property damage"arising out of the escape of fuels,lubricants or other operating fluids which are needed to perform the normal electrical,hydraulic or mechanical functions necessary for the operation of "mobile equipment"or its parts,if such fuels,lubricants or other operating fluids escape from a vehicle part designed to hold,store or receive them.This exception does not apply if the "bodily injury"or "property damage"arises out of the intentional discharge,dispersal or release of the fuels,lubricants or other operating fluids,or if such fuels, lubricants or other operating fluids are brought on or to the premises,site or location with the intent that they be discharged,dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii)"Bodily injury"or "property damage"sustained within a building and caused by the release of gases,fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii)"Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the operations are to test for,monitor,clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants". (2)Any loss, cost or expense arising out of any: (a)Request,demand,order or statutory or regulatory requirement that any insured or others test for, monitor,clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants"; or (b)Claim or “suit”by or on behalf of a governmental authority for damages because of testing for, monitoring,cleaning up,removing,containing,treating,detoxifying or neutralizing,or in any way responding to, or assessing the effects of, "pollutants". Form SL 00 00 10 18 Page 6 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) However,this paragraph does not apply to liability for damages because of "property damage"that the insured would have in the absence of such request,demand,order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g.Aircraft, Auto Or Watercraft (1)Unmanned Aircraft "Bodily injury"or "property damage"arising out of the ownership,maintenance,use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This Exclusion g.(1)applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by that insured,if the "bodily injury” or “property damage”arises out of the ownership,maintenance,use or entrustment to others of any aircraft that is an "unmanned aircraft". (2)Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft "Bodily injury"or "property damage"arising out of the ownership,maintenance,use or entrustment to others of any aircraft (other than “unmanned aircraft”),"auto"or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This Exclusion g.(2)applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by that insured,if the "bodily injury" or "property damage"arises out of the ownership,maintenance,use or entrustment to others of any aircraft (other than “unmanned aircraft”),"auto"or watercraft that is owned or operated by or rented or loaned to any insured. This Exclusion g.(2) does not apply to: (a)A watercraft while ashore on premises you own or rent; (b)A watercraft you do not own that is: (i)Less than 51 feet long; and (ii)Not being used to carry persons or property for a charge; (c)Parking an "auto"on,or on the ways next to,premises you own or rent,provided the "auto"is not owned by or rented or loaned to you or the insured; (d)Liability assumed under any "insured contract"for the ownership,maintenance or use of aircraft (other than “unmanned aircraft”) or watercraft; (e)"Bodily injury" or "property damage" arising out of: (i)The operation of any of the machinery or equipment listed in Paragraph f.(2)or f.(3)of the definition of "mobile equipment"; or (ii)The operation of machinery or equipment that is attached to,or part of,a land vehicle that would qualify under the definition of “mobile equipment”if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged; or (f)An aircraft (other than “unmanned aircraft”)that is not owned by any insured and is hired,chartered or loaned with a paid crew.However,this exception does not apply if the insured has any other insurance for such "bodily injury"or "property damage",whether the other insurance is primary, excess, contingent or on any other basis. h.Mobile Equipment "Bodily injury" or "property damage" arising out of: (1)The transportation of "mobile equipment"by an "auto"owned or operated by or rented or loaned to any insured; or (2)The use of “mobile equipment”in,or while in practice or preparation for,a prearranged racing,speed or demolition contest or in any stunting activity. Form SL 00 00 10 18 Page 7 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) i.War "Bodily injury","property damage"or "personal and advertising injury",however caused,arising,directly or indirectly, out of: (1)War, including undeclared or civil war; (2)Warlike action by a military force,including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3)Insurrection,rebellion,revolution,usurped power,or action taken by governmental authority in hindering or defending against any of these. j.Professional Services "Bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1)Legal, accounting or advertising services; (2)Preparing,approving,or failing to prepare or approve maps,shop drawings,opinions,reports,surveys, field orders, change orders, designs or drawings and specifications; (3)Supervisory, inspection, architectural or engineering activities; (4)Medical, surgical, dental, x-ray or nursing services, treatment, advice or instruction; (5)Any health or therapeutic service treatment, advice or instruction; (6)Any service,treatment,advice or instruction for the purpose of appearance or skin enhancement,hair removal or replacement or personal grooming; (7)Optical or hearing aid services including the prescribing,preparation,fitting,demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (8)Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products; (9)Any: (a)Body piercing (not including ear piercing); (b)Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c)Similar services; (10)Pharmaceutical services including but not limited to: (a)The administering,prescribing,preparing,distributing or compounding of pharmaceutical drugs, vaccinations, immunizations or any of their component parts; (b)The providing of or failure to provide home health care or home infusion products or services; and (c)Advising and consulting customers; (11)Computer consulting, design or programming services, including web site design. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by an insured,if the “bodily injury”,“property damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service. Paragraphs (4)and (5)of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. Coverages. k.Damage To Property "Property damage" to: (1)Property you own,rent or occupy,including any costs or expenses incurred by you,or any other person, organization or entity,for repair,replacement,enhancement,restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2)Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises; Form SL 00 00 10 18 Page 8 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)Property loaned to you; (4)Personal property in the care, custody or control of the insured; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations,if the "property damage"arises out of those operations; or (6)That particular part of any property that must be restored,repaired or replaced because "your work"was incorrectly performed on it. Paragraphs (1),(3)and (4)of this exclusion do not apply to "property damage"(other than damage by fire)to premises,including the contents of such premises,rented to you for a period of 7 or fewer consecutive days.A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D. Limits Of Insurance. Paragraph (2)of this exclusion does not apply if the premises are "your work"and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3),(4),(5)and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3)and (4)of this exclusion do not apply to "property damage"to borrowed equipment while not being used to perform operations at a job site. Paragraph (6)of this exclusion does not apply to "property damage"included in the "products-completed operations hazard". l.Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m.Damage To Your Work "Property damage"to "your work"arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n.Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1)A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2)A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. o.Recall Of Products, Work Or Impaired Property Damages claimed for any loss,cost or expense incurred by you or others for the loss of use,withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; if such product,work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p.Personal And Advertising Injury "Personal and advertising injury": (1)Arising out of oral,written,electronic,or any other manner of publication of material,if done by or at the direction of the insured with knowledge of its falsity; Form SL 00 00 10 18 Page 9 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Arising out of oral,written,electronic,or any other manner of publication of material whose first publication took place before the beginning of the policy period; (3)Arising out of a criminal act committed by or at the direction of the insured; (4)Arising out of any breach of contract,except an implied contract to use another’s "advertising idea"in your "advertisement"; (5)Arising out of the failure of goods,products or services to conform with any statement of quality or performance made in your "advertisement"; (6)Arising out of the wrong description of the price of goods, products or services; (7)Arising out of: (a)Any actual or alleged infringement or violation of any intellectual property rights,such as copyright, patent,right of publicity,trademark,trade dress,trade name,trade secret,service mark or other designation of origin or authenticity; or (b)Any injury or damage alleged in any claim or “suit”that also alleges an infringement or violation of any intellectual property right,whether such allegation of infringement or violation is made against you,or by you or by any other party involved in the claim or “suit”,regardless of whether this insurance would otherwise apply. However,this exclusion does not apply if the only allegation in the claim or “suit”involving any intellectual property right is limited to: (i)Infringement, in your “advertisement”, of: a.Copyright; b.Slogan;unless the slogan is also a trademark,trade dress,trade name,service mark or other designation of origin or authenticity; or c.Title of any literary or artistic work; or (ii)Copying,in your “advertisement”,a person’s or organization’s “advertising idea”or style of “advertisement”. Paragraph (7)(b)ii above shall not apply to claims or “suits”alleging infringement or violation of trademark, trade dress, trade name, service mark or other designation of origin or authenticity. (8)Arising out of an offense committed by an insured whose business is: (a)Advertising, broadcasting, publishing or telecasting; (b)Designing or determining content of web sites for others; or (c)An Internet search, access, content or service provider. However,this exclusion does not apply to Paragraphs a.,b.and c.under the definition of "personal and advertising injury" in Section F. Liability And Medical Expenses Definitions. For the purposes of this exclusion,the placing of frames,borders,or links,or advertising,for you or others anywhere on the Internet,is not by itself,considered the business of advertising,broadcasting, publishing or telecasting; (9)Arising out of an electronic chat room or bulletin board the insured hosts,owns,or over which the insured exercises control; (10)Arising out of the unauthorized use of another's name or product in your e-mail address,domain name or metatags, or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created by any state or federal act. However,this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12)Arising out of: (a)Advertising content for others on your web site; (b)Placing a link to a web site of others on your web site; Form SL 00 00 10 18 Page 10 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (c)Content from a web site of others displayed within a frame or border on your web site.Content includes information, code, sounds, text, graphics or images; or (d)Computer code, software or programming used to enable: (i)Your web site; or (ii)The presentation or functionality of an "advertisement" or other content on your web site; (13)Arising out of a violation of any anti-trust law; (14)Arising out of the fluctuation in price or value of any stocks, bonds or other securities; (15)Arising out of any access to or disclosure of any person's or organization's confidential or personal information,including patents,trade secrets,processing methods,customer lists,financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs,credit monitoring expenses, forensic expenses,public relations expenses or any other loss,cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information; or (16)Arising out of the ownership,maintenance,use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by that insured,if the "personal and advertising injury"arises out of the ownership,maintenance,use or entrustment to others of any aircraft that is an "unmanned aircraft". However,this exclusion does not apply if the only allegation in the claim or "suit"involves an intellectual property right which is limited to: (a)Infringement, in your "advertisement", of: (i)Copyright; (ii)Slogan; or (iii)Title of any literary or artistic work; or (b)Copying,in your "advertisement",a person's or organization's "advertising idea"or style of "advertisement". q.Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability (1)Damages because of “bodily injury”or “property damage”arising out of any access to or disclosure of any person’s or organization’s confidential or personal information,including patents,trade secrets, processing methods,customer lists,financial information,credit card information,health information or any other type of nonpublic information; or (2)Damages arising out of the loss of,loss of use of,damage to,corruption of,inability to access,or inability to manipulate "electronic data". This exclusion applies even if such damages are claimed for notification costs,credit monitoring expenses, forensic expenses,public relations expenses or any other loss,cost or expense incurred by you or others arising out of that which is described in Paragraphs (1) or (2) above. However,unless Paragraph (1)above applies,this exclusion does not apply to damages because of “bodily injury”. r.Employment-Related Practices "Bodily injury" or "personal and advertising injury" to: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment; or Form SL 00 00 10 18 Page 11 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (c)Employment-related practices,policies,acts or omissions,such as coercion,demotion,evaluation, reassignment,discipline,defamation,harassment,humiliation,discrimination,malicious prosecution or false arrest directed at that person; or (2)The spouse,child,parent,brother or sister of that person as a consequence of "bodily injury"or "personal and advertising injury"to that person at whom any of the employment-related practices described in Paragraphs (a), (b),or (c)above is directed. This exclusion applies: (1)Whether the injury-causing event described in Paragraphs (a),(b),or (c)above occurs before employment, during employment or after employment of that person; (2)Whether the insured may be liable as an employer or in any other capacity; and (3)To any obligation to share damages with or repay someone else who must pay damages because of the injury. s.Asbestos (1)"Bodily injury","property damage"or "personal and advertising injury"arising out of the "asbestos hazard". (2)Any damages, judgments, settlements, loss, costs or expenses that: (a)May be awarded or incurred by reason of any claim or “suit”alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b)Arise out of any request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor,clean up,remove,encapsulate,contain,treat,detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c)Arise out of any claim or “suit”for damages because of testing for,monitoring,cleaning up,removing, encapsulating,containing,treating,detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t.Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury","property damage",or "personal and advertising injury"arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3)The Fair Credit Reporting Act (FCRA),and any amendment of or addition to such law,including the Fair and Accurate Credit Transaction Act (FACTA); or (4)Any federal,state or local statute,ordinance or regulation,other than the TCPA,CAN-SPAM Act of 2003 or FCRA and their amendments and additions,that addresses,prohibits or limits the printing, dissemination,disposal,collecting,recording,sending,transmitting,communicating or distribution of material or information. Damage To Premises Rented To You – Exception For Damage By Fire, Lightning Or Explosion Exclusions c.through h.and k.through o.do not apply to damage by fire,lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 2.Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a.Any Insured To any insured, except "volunteer workers". b.Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. Form SL 00 00 10 18 Page 12 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) c.Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d.Workers' Compensation And Similar Laws To a person,whether or not an "employee"of any insured,if benefits for the "bodily injury"are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e.Athletics Activities To a person injured while practicing,instructing or participating in any physical exercises or games,sports or athletic contests. f.Products-Completed Operations Hazard Included with the "products-completed operations hazard". g.Business Liability Exclusions Excluded under Business Liability Coverage. C.WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual,you and your spouse are insureds,but only with respect to the conduct of a business,other than that described in b. through e. below, of which you are the sole owner. b.A partnership or joint venture,you are an insured.Your members,your partners,and their spouses are also insureds, but only with respect to the conduct of your business. c.A limited liability company,you are an insured.Your members are also insureds,but only with respect to the conduct of your business.Your managers are insureds,but only with respect to their duties as your managers. d.An organization other than a partnership,joint venture or limited liability company,you are an insured.Your "executive officers"and directors are insureds,but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2.Each of the following is also an insured: a.Employees And Volunteer Workers Your "volunteer workers"only while performing duties related to the conduct of your business,or your "employees",other than either your "executive officers"(if you are an organization other than a partnership, joint venture or limited liability company)or your managers (if you are a limited liability company),but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1)"Bodily injury" or "personal and advertising injury": (a)To you,to your partners or members (if you are a partnership or joint venture),to your members (if you are a limited liability company),or to a co-"employee"while in the course of his or her employment or performing duties related to the conduct of your business,or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the spouse,child,parent,brother or sister of that co-"employee"or that "volunteer worker"as a consequence of Paragraph (1)(a) above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d)Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services,Paragraph (d)does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage" to property: Form SL 00 00 10 18 Page 13 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (a)Owned, occupied or used by: (b)Rented to,in the care,custody or control of,or over which physical control is being exercised for any purpose by you,any of your "employees","volunteer workers",any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b.Real Estate Manager Any person (other than your "employee"or "volunteer worker"),or any organization while acting as your real estate manager. c.Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d.Legal Representative If You Die Your legal representative if you die,but only with respect to duties as such.That representative will have all your rights and duties under this insurance. e.Unnamed Subsidiary Any subsidiary and subsidiary thereof,of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3.Newly Acquired Or Formed Organization Any organization you newly acquire or form,other than a partnership,joint venture or limited liability company, and over which you maintain financial interest of more than 50%of the voting stock,will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b.Coverage under this provision does not apply to: (1)"Bodily injury" or "property damage" that occurred; or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4.Operator Of Mobile Equipment With respect to "mobile equipment"any person is an insured while driving such equipment along a public highway with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the equipment,and only if no other insurance of any kind is available to that person or organization for this liability.However,no person or organization is an insured with respect to: a."Bodily injury" to a co-"employee" of the person driving the equipment; or b."Property damage"to property owned by,rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5.Operator Of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons or property for a charge,any person is an insured while operating such watercraft with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the watercraft,and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: Form SL 00 00 10 18 Page 14 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) a."Bodily injury" to a co-"employee" of the person operating the watercraft; or b."Property damage"to property owned by,rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1.The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; or c.Persons or organizations making claims or bringing "suits". 2.Aggregate Limits The most we will pay for: a.Damages because of "bodily injury"and "property damage"included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodily injury","property damage"or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate limit does not apply to "property damage"to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3.Each Occurrence Limit Subject to 2.a.or 2.b above,whichever applies,the most we will pay for the sum of all damages because of all "bodily injury","property damage"and medical expenses arising out of any one "occurrence"is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury"sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4.Personal And Advertising Injury Limit Subject to 2.b.above,the most we will pay for the sum of all damages because of all "personal and advertising injury"sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5.Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage"to any one premises,while rented to you,or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire,lightning or explosion,the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event,whether such damage results from fire,lightning or explosion or any combination of these. 6.How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance required in a written contract, written agreement or permit; or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. If more than one limit of insurance under this Policy and any endorsements attached thereto applies to any claim or "suit",the most we will pay under this Policy and the endorsements is the single highest limit of liability of all Form SL 00 00 10 18 Page 15 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) coverages applicable to such claim or "suit".However,this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months,starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months.In that case,the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1.Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit a.Notice Of Occurrence Or Offense You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an "occurrence"or an offense which may result in a claim.To the extent possible,notice should include: (1)How, when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence" or offense. b.Notice Of Claim If a claim is made or "suit"is brought against any insured,you or any additional insured under this Coverage Part must: (1)Immediately record the specifics of the claim or "suit" and the date received; and (2)Notify us as soon as practicable. You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c.Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the claim or “suit”; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4)Assist us,upon our request,in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d.Obligations At The Insured's Own Cost No insured will,except at that insured's own cost,voluntarily make a payment,assume any obligation,or incur any expense, other than for first aid, without our consent. e.Additional Insured's Other Insurance If we cover a claim or "suit"under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part,such additional insured must submit such claim or "suit"to the other insurer for defense and indemnity. However,this provision does not apply to the extent that you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with such additional insured's own insurance. f.Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured under this Coverage Part only when such "occurrence", offense, claim or "suit" is known to: Form SL 00 00 10 18 Page 16 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (1)You or any additional insured under this Coverage Part that is an individual; (2)Any partner, if you or an additional insured under this Coverage Part is a partnership; (3)Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured under this Coverage Part is a corporation; (5)Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6)Any elected or appointed official,if you or an additional insured under this Coverage Part is a political subdivision or public entity. This Paragraph f. applies separately to you and any additional insured under this Coverage Part. 3.Legal action Against Us No person or organization has a right under this Coverage Part: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured;but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance.An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4.Separation Of Insureds Except with respect to the Limits of Insurance,and any rights or duties specifically assigned in this Policy to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom a claim is made or "suit" is brought. 5.Representations a.When You Accept This Policy By accepting this Policy, you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us; and (3)We have issued this Policy in reliance upon your representations. b.Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part,we shall not deny any coverage under this Coverage Part because of such failure. 6.Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part,our obligations are limited as follows: a.Primary Insurance This insurance is primary except when b.below applies.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. b.Excess Insurance This insurance is excess over any of the other insurance,whether primary,excess,contingent or on any other basis: (1)Your Work That is Fire,Extended Coverage,Builder's Risk,Installation Risk,Owner Controlled Insurance Program or OCIP,Contractor Controlled Insurance Program or CCIP,Wrap Up Insurance or similar coverage for "your work"; Form SL 00 00 10 18 Page 17 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Premises Rented To You That is fire,lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3)Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage"to premises rented to you or temporarily occupied by you with permission of the owner; (4)Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g.of Section B. Exclusions. (5)Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section B. Exclusions. (6)When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations,or products and completed operations,for which you have been added as an additional insured by that insurance; or (7)When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However,the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract,written agreement or permit that this insurance be primary.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. (b)Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance,this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess,we will have no duty under this Coverage Part to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any, that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c.Method Of Sharing If all the other insurance permits contribution by equal shares,we will follow this method also.Under this approach,each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Form SL 00 00 10 18 Page 18 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 7.Transfer Of Rights Of Recovery Against Others To Us a.Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring "suit"or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b.Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,we also waive that right,provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. F.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1."Advertisement"means a notice that is broadcast or published to the general public or specific market segments about your goods,products or services for the purpose of attracting customers or supporters.For the purpose of this definition: a.Notices that are published include material placed on the Internet or on similar electronic means of communication; and b.Regarding web sites,only that part of a web site that is about your goods,products or services for the purpose of attracting customers or supporters is considered an advertisement. 2."Advertising idea" means any idea for an "advertisement". 3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto" means: a.A land motor vehicle,trailer or semi-trailer designed for travel on public roads,including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6."Coverage territory" means: a.The United States of America (including its territories and possessions), Puerto Rico and Canada; b.International waters or airspace,but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a. above; (2)The activities of a person whose home is in the territory described in a.above,but is away for a short time on your business; or Form SL 00 00 10 18 Page 19 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (3)"Personal and advertising injury"offenses that take place through the Internet or similar electronic means of communication. provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions),Puerto Rico or Canada,in a "suit"on the merits according to the substantive law in such territory, or in a settlement we agree to. 7."Electronic data"means information,facts or computer programs stored as or on,created or used on,or transmitted to or from computer software (including systems and applications software),on hard or floppy disks, CD-ROMs,tapes,drives,cells,data processing devices or any other repositories of computer software which are used with electronically controlled equipment.The term computer programs,referred to in the foregoing description of “electronic data”,means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it,which enable the computer or device to receive,process,store, retrieve or send data. 8."Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9."Executive officer"means a person holding any of the officer positions created by your charter,constitution,by- laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property"means tangible property,other than "your product"or "your work",that cannot be used or is less useful because: a.It incorporates "your product"or "your work"that is known or thought to be defective,deficient,inadequate or dangerous; or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a.The repair, replacement, adjustment or removal of "your product" or "your work"; or b.Your fulfilling the terms of the contract or agreement. 12."Insured contract" means: a.A contract for a lease of premises.However,that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire,lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. Liability And Medical Expenses Limits Of Insurance. b.A sidetrack agreement; c.Any easement or license agreement,including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d.Any obligation,as required by ordinance,to indemnify a municipality,except in connection with work for a municipality; e.An elevator maintenance agreement; or f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality)under which you assume the tort liability of another party to pay for "bodily injury"or "property damage"to a third person or organization.Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.includes that part of any contract or agreement that indemnifies a railroad for "bodily injury"or "property damage"arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing,approving or failing to prepare or approve maps,shop drawings,opinions,reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Giving directions or instructions,or failing to give them,if that is the primary cause of the injury or damage; or Form SL 00 00 10 18 Page 20 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (2)Under which the insured,if an architect,engineer or surveyor,assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services,including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13."Leased worker"means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm,to perform duties related to the conduct of your business."Leased worker"does not include a "temporary worker". 14."Loading or unloading" means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft,watercraft or "auto"; b.While it is in or on an aircraft, watercraft or "auto"; or c.While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading"does not include the movement of property by means of a mechanical device,other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment"means any of the following types of land vehicles,including any attached machinery or equipment: a.Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles, whether self-propelled or not, on which are permanently mounted: (1)Power cranes, shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers; e.Vehicles not described in a.,b.,c.,or d.above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors,pumps and generators,including spraying,welding,building cleaning,geophysical exploration, lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower workers; f.Vehicles not described in a.,b.,c.,or d.above maintained primarily for purposes other than the transportation of persons or cargo. However,self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1)Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a)Snow removal; (b)Road maintenance, but not construction or resurfacing; or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3)Air compressors,pumps and generators,including spraying,welding,building cleaning,geophysical exploration, lighting and well servicing equipment. However,“mobile equipment”does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally garaged.Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registration law are considered “autos”. 16."Occurrence"means an accident,including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury"means injury,including consequential "bodily injury",arising out of one or more of the following offenses: Form SL 00 00 10 18 Page 21 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) a.False arrest, detention or imprisonment; b.Malicious prosecution; c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies,committed by or on behalf of its owner,landlord or lessor; d.Oral,written,electronic,or any other manner of publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e.Oral, written, electronic, or any other manner of publication of material that violates a person's right of privacy; f.Copying, in your "advertisement", a person’s or organization’s "advertising idea" or style of "advertisement"; or g.Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."Pollutants"means any solid,liquid,gaseous or thermal irritant or contaminant,including smoke,vapor,soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard"; a.Includes all "bodily injury"and "property damage"occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned.However,"your work"will be deemed to be completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service,maintenance,correction,repair or replacement,but which is otherwise complete, will be treated as completed. The "bodily injury"or "property damage"must occur away from premises you own or rent,unless your business includes the selling,handling or distribution of "your product"for consumption on premises you own or rent. b.Does not include "bodily injury" or "property damage" arising out of: (1)The transportation of property,unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you,and that condition was created by the "loading or unloading"of that vehicle by any insured; or (2)The existence of tools, uninstalled equipment or abandoned or unused materials. 20."Property damage" means: a.Physical injury to tangible property,including all resulting loss of use of that property.All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured.All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21."Suit"means a civil proceeding in which damages because of "bodily injury","property damage"or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. Form SL 00 00 10 18 Page 22 of 22 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 22."Temporary worker"means a person who is furnished to you to substitute for a permanent "employee"on leave or to meet seasonal or short-term workload conditions. 23."Unmanned aircraft" means an aircraft that is not: a.Designed; b.Manufactured; or c.Modified after manufacture; to be controlled directly by a person from within or on the aircraft. 24."Volunteer worker" means a person who: a.Is not your "employee"; b.Donates his or her work; c.Acts at the direction of and within the scope of duties determined by you; and d.Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 25."Your product": a.Means: (1)Any goods or products,other than real property,manufactured,sold,handled,distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2)Containers (other than vehicles),materials,parts or equipment furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness,quality,durability, performance or use of "your product"; and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 26."Your work": a.Means: (1)Work or operations performed by you or on your behalf; and (2)Materials, parts or equipment furnished in connection with such work or operations. b.Includes: (1)Warranties or representations made at any time with respect to the fitness,quality,durability, performance or use of "your work"; and (2)The providing of or failure to provide warnings or instructions. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 20 06 10 18 Page 1 of 2 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) EXCLUSION - NUCLEAR ENERGY LIABILITY Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.This insurance does not apply: 1.To any injury or damage: a.With respect to which an insured under the Policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association,Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada,or any of their successors,or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or b.Resulting from the "hazardous properties" of "nuclear material" and with respect to which: (1)Any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or (2)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. 3.Under any Medical Payments or Medical Expenses Coverage,to expenses incurred with respect to "bodily injury" resulting from the "hazardous properties"of "nuclear material"and arising out of the operation of a "nuclear facility" by any person or organization. 4.To any injury or damage resulting from the "hazardous properties" of "nuclear material"; if: a.The "nuclear material": (1)Is at any "nuclear facility" owned by, or operated by or on behalf of, an insured; or (2)Has been discharged or dispersed therefrom; b.The "nuclear material"is contained in "spent fuel"or "waste"at any time was possessed,handled,used, processed, stored, transported or disposed of by or on behalf of an insured; or c.The injury or damage arises out of the furnishing by any insured of any "technology services"in connection with the planning, construction, maintenance, operation or use of any "nuclear facility"; or d.The injury or damage arises out of the furnishing by an insured of services,materials,parts or equipment in connection with the planning,construction,maintenance,operation or use of any "nuclear facility";but if such facility is located within the United States of America,its territories or possessions or Canada,this exclusion (d) applies only to "property damage" to such "nuclear facility" and any property thereat. B.As used in this exclusion, the following definitions apply: 1."Byproduct material","source material"and "special nuclear material"have the meanings given to them in the Atomic Energy Act of 1954 or in any law amendatory thereof. 2."Computer system and network" means: a.Leased or owned computer hardware including mobile, networked, and data storage computing equipment; b.Owned or licensed software; c.Owned websites; d.Leased or owned wireless input and output devices; and e.Electronic backup facilities and data storage repositories employed in conjunction with 2.a.through 2.d. above. 3."Hazardous properties" include radioactive, toxic or explosive properties. 4."Nuclear facility" means: a.Any "nuclear reactor"; b.Any equipment or device designed or used for: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 20 06 10 18 Page 2 of 2 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (1)Separating the isotopes of uranium or plutonium; (2)Processing or utilizing "spent fuel"; or (3)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 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. 5."Nuclear material" means "byproduct material", "source material" or "special nuclear material". 6."Nuclear reactor"means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. 7.“Property damage" and injury or damage include all forms of radioactive contamination of property. 8."Spent fuel"means any fuel element or fuel component,solid or liquid,which has been used or exposed to radiation in a "nuclear reactor". 9."Technology services" means: a.The following services performed for others: (1)Consulting,analysis,design,installation,training,maintenance,support and repair of or on:software, wireless applications, firmware, shareware, networks, systems, hardware, devices or components; (2)Integration of systems; (3)Processing of, management of, mining or warehousing of data; (4)Administration,management,operation or hosting of:another party's systems,technology or computer facilities; (5)Website development; website hosting; (6)Internet access services;intranet,extranet or electronic information connectivity services;software application connectivity services; (7)Manufacture,sale,licensing,distribution,or marketing of:software,wireless applications,firmware, shareware, networks, systems, hardware, devices or components; (8)Design and development of: code, software or programming; (9)Providing software application: services, rental or leasing; (10)Screening,selection,recruitment or placement of candidates for temporary or permanent employment by others as information technology professionals; (11)"Telecommunication services"; and (12)"Telecommunication products". b.Web-related software and connectivity services performed for others; and c.Activities on the named insured's "computer system and network". 10."Waste" means any waste material: a.Containing “by-product 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 the first two paragraphs of the definition of "nuclear facility". THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 20 78 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) EXCLUSION – SILICA – BUSINESS LIABILITY COVERAGE FORM This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following exclusion is added to Section B. EXCLUSIONS: This insurance does not apply to: Silica Any injury,damage,loss,cost or expense,including but not limited to "bodily injury","property damage"or “personal and advertising injury" arising out of, or relating to, in whole or in part, the "silica hazard". B.The following definition is added to Section F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS: "Silica hazard"means an exposure to,inhalation of or contact with,or threat of exposure to,inhalation of or contact with,the actual or alleged properties of silica or any silica containing materials and includes the mere presence of silica or any silica containing materials in any form. Silica includes all forms of the compound silicon dioxide, including, but not limited to, quartz. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 03 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. The following is added to Section E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS: We waive any right of recovery we may have against: a.Any person or organization shown in the Declarations, or b.Any person or organization with whom you have a contract that requires such waiver. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 23 10 18 Page 1 of 2 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) ELECTRONIC MEDIA LIABILITY This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. This endorsement modifies coverage for “your web site” or internet related activities. A.The following changes are made to Exclusion 1.p.Personal And Advertising Injury of Section B. EXCLUSIONS: 1.Paragraph (4)is deleted and replaced by the following: (4)Arising out of any breach of contract,except an implied contract to use another's "advertising idea"in your "advertisement" or on "your web site"; 2.Paragraph (5) is deleted and replaced by the following: (5)Arising out of the failure of goods,products or services to conform with any statement of quality or performance made in your "advertisement" or on "your web site"; 3.Paragraph (7) is deleted and replaced by the following: (7)Arising out of: (a)Any actual or alleged infringement or violation of any intellectual property rights,such as copyright, patent,right of publicity,trademark,trade dress,trade name,trade secret,service mark or other designation of origin or authenticity; or (b)Any injury or damage alleged in any claim or "suit"that also alleges an infringement or violation of any intellectual property right,whether such allegation of infringement or violation is made against you,or by you or by any other party involved in the claim or "suit",regardless of whether this insurance would otherwise apply. However,this exclusion does not apply if the only allegation in the claim or "suit"involving any intellectual property right is limited to: (i)Infringement in your "advertisement" or on “your website”, of: a.Copyright; b.Slogan;unless the slogan is also a trademark,trade dress,trade name,service mark or other designation of origin or authenticity; or c.Title of any literary or artistic work; or (ii)Copying in your "advertisement"or on “your website:”,a person's or organization's "advertising idea" or style of "advertisement". Paragraph (7)(b)ii above shall not apply to claims or “suits”alleging infringement or violation of trademark, trade dress, trade name, service mark or other designation of origin or authenticity. 4.Paragraph (9) does not apply. 5.Paragraphs (a),(b) and (c) of Paragraph (12) do not apply. B.The following changes apply to Section F.LIABILITY AND MEDICAL EXPENSES DEFINITIONS: 1.Paragraph b. of Definition 1. "advertisement" is deleted. 2.Paragraphs f.and g.of the definition of "personal and advertising injury"are deleted and replaced by the following: "Personal and advertising injury"means injury,including consequential "bodily injury",arising out of one or more of the following offenses: f.Copying,in your "advertisement"or on "your web site",a person's or organization's "advertising idea"or style of "advertisement"; THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 23 10 18 Page 2 of 2 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) g.Infringement of copyright,slogan,or title of any literary or artistic work,in your "advertisement"or on "your web site"; 3.The following is added to the definition of "personal and advertising injury": As used in this definition,oral,written,electronic,or any other manner of publication includes publication of material in your care, custody or control by someone not authorized to access or distribute that material. 4.The following definition is added: "Your web site"means a web page or set of interconnected web pages prepared and maintained by you,or by others on your behalf,for the purpose of promoting your goods,products,or services,that is accessible over a computer network, even if other content on “your web site” is not promoting your goods, products, or services. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 26 10 18 Page 1 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) HIRED AUTO AND NON-OWNED AUTO LIABILITY This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.Amended Coverage: The following is added to Section A. COVERAGES: Coverage is extended to "bodily injury"and "property damage"arising out of the use of a "hired auto"or "non-owned auto". B.The following changes are made to Section B. EXCLUSIONS: 1.Exclusion g.Aircraft, Auto Or Watercraft does not apply to a "hired auto" or a "non-owned auto". 2.Exclusion e.Employer’s Liability does not apply to "bodily injury"to domestic "employees"not entitled to workers’ compensation benefits or to liability assumed by the insured under an "insured contract". 3.Exclusion f.Pollution is deleted and replaced by the following: (1)"Bodily injury"or "property damage"arising out of the actual,alleged or threatened discharge,dispersal, seepage, migration, release or escape of "pollutants": (a)That are, or that are contained in any property that is: (i)Being transported or towed by,handled,or handled for movement into,onto or from,the covered "auto"; (ii)Otherwise in the course of transit by or on behalf of the "insured"; or (iii)Being stored, disposed of, treated or processed in or upon the covered "auto". (b)Before the "pollutants"or any property in which the "pollutants"are contained are moved from the place where they are accepted by the insured for movement into or onto the covered "auto"; or (c)After the "pollutants"or any property in which the "pollutants"are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the insured. Paragraph (a)above does not apply to fuels,lubricants,fluids,exhaust gases or other similar "pollutants"that are needed for or result from the normal electrical,hydraulic or mechanical functioning of the covered "auto" or its parts, if: (i)The "pollutants"escape,seep,migrate,or are discharged or released directly from an "auto"part designed by its manufacturer to hold, store, receive, or dispose of such "pollutants"; and (ii)The "bodily injury"and "property damage"does not arise out of the operation of any equipment listed in Paragraphs 15.f.(2) and 15.f.(3) of the definition of "mobile equipment". Paragraphs (b)and (c)above do not apply to accidents that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (i)The "pollutants"or any property in which the "pollutants"are contained are upset,overturned or damaged as a result of the maintenance or use of a covered "auto"; and (ii)The discharge,dispersal,seepage,migration,release or escape of the "pollutants"is caused directly by such upset,overturn or damage as a result of the maintenance or use of a covered "auto". 4.The following exclusion is added: Fellow employee Coverage does not apply to "bodily injury"to any fellow "employee"of the insured arising out of the operation of an "auto" owned by the insured in the course of the fellow "employee’s" employment. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 26 10 18 Page 2 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 5.The following exclusion is added: Care, Custody Or Control Coverage does not apply to "property damage"involving property owned or transported by the insured or in the insured’s care, custody or control. C.With respect to "hired auto"and "non-owned auto"coverage,Section C.WHO IS AN INSURED is deleted and replaced by the following: 1.The following are insureds: a.You. b.Your "employee" while using with your permission: (1)An "auto" you hire or borrow; or (2)An "auto" you don’t own, hire or borrow in your business or personal affairs; or (3)An "auto" hired or rented by your "employee" on your behalf and at your direction. c.Anyone else while using a "hired auto" or "non-owned auto" with your permission except: (1)The owner or anyone else from whom you hire or borrow an "auto". (2)Someone using an auto while he or she is working in a business of selling,servicing,repairing,parking or storing "autos" unless that business is yours. (3)Anyone other than your "employees",partners (if you are a partnership),members (if you are a limited liability company),or a lessee or borrower or any of their "employees",while moving property to or from an "auto". (4)A partner (if you are a partnership),or a member (if you are a limited liability company)for an "auto" owned by him or her or a member of his or her household. d.Anyone liable for the conduct of an insured described above but only to the extent of that liability. D.With respect to the operation of a "hired auto"or "non-owned auto"covered by this endorsement,the following changes are made to Section E. LIABILITY AND MEDICAL EXPENSES CONDITIONS : 1.The following condition is added: Other Insurance a.Except for any liability assumed under an "insured contract"the insurance provided by this endorsement is excess over any other collectible insurance. However,if your business is the selling,servicing,repairing,parking or storage of "autos",the insurance provided by this endorsement is primary when covered "bodily injury"or "property damage"arises out of the operation of a customer’s "auto" by you or your "employee". b.When this endorsement and any other endorsement,coverage part,or policy covers on the same basis, either excess or primary,we will pay only our share.Our share is the proportion that the Limit of Insurance of our endorsement bears to the total of the limits of all the endorsements,coverage parts,and policies covering on the same basis. 2.The following condition is added: Two Or More Coverage Parts, Endorsements, Or Policies Issued By Us If this endorsement and any other endorsement,coverage part or policy issued to you by us or any company affiliated with us apply to the same accident,the aggregate maximum Limit of Insurance under all the endorsements,coverage parts,or policies shall not exceed the highest applicable Limit of Insurance under any one endorsement,coverage part,or policy.This condition does not apply to any endorsement,coverage part,or policy issued by us or an affiliated company specifically to apply as excess insurance over this endorsement. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 26 10 18 Page 3 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 3.The following condition is added: Financial Responsibility Laws a.With respect to a “hired auto”or “non-owned auto”to which this insurance applies,when this endorsement is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law,the insurance provided by this endorsement 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 a “hired auto"or “non-owned auto”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. E.The following changes are made to Section F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS : 1.The following definition is added: "Hired auto"means any "auto"you lease,hire,rent or borrow.This does not include any auto you lease,hire,rent or borrow from any of your "employees",your partners (if you are a partnership),members (if you are a limited liability company),, or your "executive officers" or members of their households. This does not include a long-term leased "auto"that you insure as an owned "auto"under any other auto liability insurance policy or a temporary substitute for an "auto"you own that is out of service because of its breakdown, repair, servicing or destruction. 2.The following definition is added: "Non-owned auto"means any "auto"you do not own,lease,hire,rent or borrow which is used in connection with your business. This includes: a."Autos"owned by your "employees"your partners (if you are a partnership),members (if you are a limited liability company),or your "executive officers",or members of their households,but only while used in your business or your personal affairs. b.Customer’s "auto" that is in your care, custody or control for service. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 1 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) BLANKET ADDITIONAL INSURED BY CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following is added to Section C.WHO IS AN INSURED: Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s)or organization(s)identified in Paragraphs a.through f.below are additional insureds when you have agreed,in a written contract or written agreement,or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision that such person or organization be added as an additional insured on your Coverage Part,provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However,no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by any other endorsement issued by us and made a part of this Coverage Part. The insurance afforded to such additional insured will not be broader than that which you are required by the contract, agreement, or permit to provide for such additional insured. The insurance afforded to such additional insured only applies to the extent permitted by law. The limits of insurance that apply to additional insureds are described in Section D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE.How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS. a.Vendors Any person(s)or organization(s)(referred to below as vendor),but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury"or "property damage" included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f)Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of the product; THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 2 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h)"Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Paragraphs (d) or (f); or (ii)Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b.Lessors Of Equipment (1)Any person or organization from whom you lease equipment;but only with respect to their liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your maintenance, operation or use of equipment leased to you by such person or organization. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c.Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises,but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)Any "occurrence"which takes place after you cease to lease that land or be a tenant in that premises; or (b)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. d.Architects, Engineers Or Surveyors (1)Any architect,engineer,or surveyor,but only with respect to liability for "bodily injury","property damage" or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; (b)In the performance of your ongoing operations performed by you or on your behalf; or (c)In connection with "your work"and included within the "products-completed operations hazard",but only if: (i)The written contract,written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services, including: (i)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (ii)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring,employment,training or monitoring of others by an insured,if the “bodily injury”,“property THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 30 32 06 21 Page 3 of 3 © 2021, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service. e.State Or Governmental Agency Or Subdivision Or Political Subdivision Issuing Permit (1)Any state or governmental agency or subdivision or political subdivision,but only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a)"Bodily injury","property damage"or "personal and advertising injury"arising out of operations performed for the federal government, state or municipality; or (b)"Bodily injury" or "property damage" included within the "products-completed operations hazard". f.Any Other Party (1)Any other person or organization who is not in one of the categories or classes listed above in Paragraphs a.through e.above,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations performed by you or on your behalf; (b)In connection with your premises owned by or rented to you; or (c)In connection with "your work"and included within the "products-completed operations hazard",but only if: (i)The written contract,written agreement or permit requires you to provide such coverage to such additional insured; and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services, including: (a)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions,reports, surveys, field orders, change orders, designs or drawings and specifications; or (b)Supervisory, surveying, inspection, architectural or engineering activities. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by an insured,if the “bodily injury”,“property damage”,or “personal and advertising injury”arises out of the rendering of or the failure to render any professional service described in Paragraphs f.(2)(a) or f.(2)(b) above. Form SL 50 45 10 18 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) PROFESSIONAL LIABILITY COVERAGE FORM NOTICE: THIS IS A CLAIMS MADE AND REPORTED COVERAGE PART. PLEASE READ IT CAREFULLY. COVERAGE APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD OR APPLICABLE EXTENDED REPORTING PERIOD AND WHICH HAVE BEEN REPORTED TO US IN ACCORDANCE WITH THE APPLICABLE NOTICE PROVISIONS.THE LIMITS OF LIABILITY AVAILABLE TO PAY DAMAGES SHALL BE REDUCED BY AMOUNTS INCURRED AS CLAIMS EXPENSES.THE DEDUCTIBLE IS APPLICABLE TO CLAIMS EXPENSES AND DAMAGES.PLEASE READ THE ENTIRE POLICY CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. Quick Reference Beginning on Page SECTION I:INSURING AGREEMENT ...………………………………..........................1 SECTION II:DEFINITIONS ....……………………………………………..........................1 SECTION III:DEFENSE AND SETTLEMENT …………………………...........................4 SECTION IV:DISCIPLINARY PROCEEDINGS ………………………............................5 SECTION V:LIMITS OF LIABILITY AND DEDUCTIBLE ………….............................5 SECTION VI:INTERRELATED CLAIMS ………………………......................................6 SECTION VII:COVERAGE TERRITORY …………………………………........................6 SECTION VIII:EXTENDED REPORTING PERIOD ………………………………...……….6 SECTION IX:EXCLUSIONS ……………………………………………….........................7 SECTION X:CONDITIONS – CLAIMS ……………………………………………………..9 SECTION XI:GENERAL CONDITIONS ……………………………………………………..11 PROFESSIONAL LIABILITY COVERAGE FORM Form SL 50 45 10 18 Page 1 of 13 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) PROFESSIONAL LIABILITY COVERAGE FORM Throughout this Coverage Part the words you and your refer to the "named insured"shown in the Coverage Part Declarations.The words we,us and our refer to the stock insurance company member of THE HARTFORD shown in the Coverage Part Declarations providing this insurance. Words and phrases that appear in quotation marks are defined in SECTION II - DEFINITIONS of this Coverage Part. In consideration of,and subject to,the payment of the premium by you and in reliance upon the accuracy and completeness of the "application",including but not limited to the statements,attachments and exhibits contained in and submitted with the "application",we agree with you,subject to all terms,exclusions and conditions of this Coverage Part, as follows: SECTION I - INSURING AGREEMENT We will pay on behalf of the "insureds",subject to the Limits of Liability,such "damages"and "claims expenses"in excess of the applicable Deductible for "claims"first made against the "insureds"during the "policy period"or applicable Extended Reporting Period and reported in writing to us immediately,but in no event later than sixty (60)calendar days after the expiration date of the "policy period"or within any applicable Extended Reporting Period.The "damages"and "claims expenses"must arise out of a "wrongful act"or "personal injury"that occurs on or after the "retroactive date"as stated in the Coverage Part Declarations and before the end of the "policy period".It is a condition precedent to coverage under this Coverage Part,that no "insured"was aware as of the "effective date"of this Coverage Part of any act,error or omission that he or she knew, or could have reasonably foreseen, to be the basis of a "claim". SECTION II – DEFINITIONS The following terms, whether used in the singular or plural, shall have the meanings specified below: 1."Application"means the application for this Coverage Part,including any materials or information submitted therewith or made available to us during the underwriting process,which application shall be on file with us.In addition,"application"includes any warranty,representation or other statement provided to us in connection with any policy or Coverage Part of which this Coverage Part is a renewal or replacement. 2."Bodily injury"means bodily injury,sickness or disease sustained by a person,including the death of any person, resulting at any time. "Bodily injury" includes mental anguish and emotional distress. 3."Claim" means an allegation of a "wrongful act" or "personal injury" in conjunction with: a.a written demand seeking monetary damages or other civil non-monetary relief against an "insured"; b.a civil proceeding,including an arbitration or other alternative dispute proceeding,commenced by the service of a complaint, filing of a demand for arbitration, or similar pleading against an "insured"; or c.a request received by an "insured"to toll or waive the statute of limitations or other bars against the filing or maintenance of a lawsuit or arbitration proceeding seeking "damages" against, or services from, an "insured". 4."Claims expenses"mean all reasonable and necessary fees charged by attorneys designated or approved in writing by us and all other fees,costs and expenses resulting from the investigation,adjustment,defense and appeal of a "claim"incurred by us or by an "insured"with our prior written consent."Claims expenses"shall not include loss of earnings,except as set forth below,salaries,fees,remuneration,overhead or any other benefit expenses associated with any "insured"."Claims expenses" shall include but are not limited to: a.costs awarded against an "insured" in "claims"; b.premium on an appeal bond in any lawsuit and premium on a bond to release an attachment in any lawsuit. We shall not be obligated to apply for or furnish any bond; c.reasonable and necessary expenses incurred with our prior written consent by an "insured"in the investigation or litigation of any "claim",including actual loss of earnings up to $500 a day for each "insured" because of time off from work,subject to a limit of $10,000 for each "insured person"and subject to a maximum limit of $25,000 per "policy period"; or PROFESSIONAL LIABILITY COVERAGE FORM Form SL 50 45 10 18 Page 2 of 13 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) d.subpoena assistance to an "insured"provided,during the "policy period",the "insured"receives a subpoena for documents or testimony as a fact witness arising from an actual or alleged negligent act,error or omission in the rendering of "professional services"which occurred on or after the "retroactive date"and before the expiration of the "policy period",and the "insured"requests our assistance in responding to the subpoena. The "insured"will provide us with a copy of the subpoena and we will retain an attorney to provide advice regarding the production of documents,to prepare the "insured"for sworn testimony and to represent the "insured" at their deposition, provided that: i.The subpoena arises out of a lawsuit to which the "insured" is not a party; and ii.The "insured"has not been engaged to provide advice or testimony in connection with the lawsuit,nor has the "insured" provided such advice or testimony in the past. Subpoena assistance coverage will be provided up to a maximum amount stated in the Coverage Part Declarations under Subpoena Assistance Claim Expense Sub-Limit,regardless of the number of subpoenas received,"claims"incurred,or number of "insureds"receiving subpoenas.Amounts paid on all subpoenas received will be aggregated for purposes of meeting the afore-mentioned sub-limit. Any notice an "insured"provides us of such subpoena shall be deemed notification of a potential "claim" under SECTION X.Paragraph 1. Notice of Circumstances of this Coverage Part. 5."Computer system" means: a.computer hardware,software applications and tools (including licensed software),middleware,websites,and related electronic backup,but only if owned or leased,and operated,by an "insured"and connected to an "insured's" computer network; or b.the following if owned or leased,and operated by an "insured"and not connected to an "insured's"computer network:laptops,smart phones,memory devices or personal digital assistants,or any other mobile computing devices. 6."Damages"means the monetary amounts that an "insured"becomes legally liable to pay solely as a result of a "claim" covered under this Coverage Part, including: a.compensatory damages; b.settlement amounts,provided any settlement is made with our prior written approval and we had the opportunity to meaningfully participate or assist in the negotiations; c.interest on the amount of any judgment covered by this Coverage Part that accrues after the entry of judgment and before we have paid or tendered or deposited into court that part of the judgment which does not exceed the applicable Limits of Liability shown in the Coverage Part Declarations; d.punitive and/or exemplary damages; or e.the multiple portion of any multiplied damage award. "Damages" does not include: a.restitution,reduction,or set off of any fees,other consideration,and/or expenses paid to or charged by an "insured" for "professional services"; b.matters deemed uninsurable by law;provided,however,that with respect to punitive and exemplary damages,or the multiple portion of any multiplied damage award,the insurability of such damages shall be governed by the internal laws of any applicable jurisdiction that most favors coverage of such damages.We shall not contend for any reason,unless appropriate to do so as a matter of public policy,that such damages are uninsurable; c.equitable, injunctive or other non- monetary relief; or d.taxes, fines, penalties and sanctions assessed against an "insured". 7."Data privacy law"means any Canadian or United States federal,state,provincial,territorial and/or local statutes and regulations governing the confidentiality, control and use of "nonpublic personal information". 8."Domestic partner"means any natural person qualifying as a domestic partner under the provisions of any applicable federal, state or local laws. PROFESSIONAL LIABILITY COVERAGE FORM Form SL 50 45 10 18 Page 3 of 13 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 9."Effective date" means the date identified in the Coverage Part Declarations. 10."Insured" means any: a."insured entity"; b."named insured"; or c."insured person". 11."Insured entity" means: a.the "named insured"; b.any "subsidiary" while it qualifies as such; or c.any "predecessor firm(s)"provided a request for such coverage is made to us and approved in writing by us prior to the inception of such coverage. 12."Insured person" means: a.any person who was,is now,or hereafter becomes principal,partner,officer,director,employee,or principal shareholder of the "insured entity",but only if such person was performing "professional services"on behalf of an "insured entity" at the time of the alleged "wrongful act" or "personal injury"; or b.the estate,heirs,executors,administrators,and legal representatives of any "insured person"in the event of the "insured person's"death,incapacity,insolvency or bankruptcy,but only to the extent that the "insured person" would otherwise be provided coverage under this Coverage Part. 13."Interrelated claims"means all "claims"that include,in whole or in part,"wrongful acts"or "personal injury"that have as a common nexus any fact,circumstance,situation,event,transaction,goal,motive,methodology,or cause or series of causally connected facts,circumstances,situations,events,transactions,goals,motives, methodologies or causes. 14."Named insured" means the individuals or entities stated in the Coverage Part Declarations. 15."Nonpublic personal information" means: a.the first name and last name of a natural person in combination with any one or more of the following: i.social security number; ii.medical or healthcare information or data; iii.financial account information that would permit access to that individual's financial account; or b.a natural person's information that is designated as private by a "data privacy law". "Nonpublic personal information" does not include information that is lawfully available to the general public. 16."Personal injury"means injury,other than "bodily injury",arising out of one or more of the following actual or alleged acts, errors or omissions committed in the performance or failure to perform "professional services": a.false arrest, detention or imprisonment; b.abuse of process or malicious prosecution; c.wrongful eviction from,wrongful entry into,or the invasion of the right of private occupancy of a room, dwelling or premises that a person occupies by or on behalf of its owner, landlord or lessor; or d.the publication or utterance of a libel or slander or other defamatory or disparaging material;or publication or utterance in violation of an individual's right of privacy;or use of the name or likeness of a person in violation of an individual's right to publicity. 17."Policy period",as used in this Coverage Part,means the period from the "effective date"of this Coverage Part to the expiration date of the Coverage Part as stated in the Coverage Part Declarations or the date of cancellation, whichever is earlier. 18."Predecessor firm"means any firm disclosed to us which has undergone dissolution and to whose financial assets and liabilities the "named insured" is the majority successor-in-interest. PROFESSIONAL LIABILITY COVERAGE FORM Form SL 50 45 10 18 Page 4 of 13 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 19."Professional services"means those services set forth in the definition of "professional services"in the class- specific Professional Services Endorsement, attached to this Coverage Part. 20."Property damage" means a.physical injury to tangible property, including all resulting loss of use of that property; or b.loss of use of tangible property that is not physically injured. 21."Pollutants"means any solid,liquid,gaseous or thermal irritant or contaminant,including without limitation smoke, vapor,soot,fumes,acids,alkalis,chemicals,odors,noise,lead,oil or oil products,radiation,asbestos or asbestos-containing products,waste and any electric,magnetic or electromagnetic field of any frequency.Waste includes, but is not limited to, material to be recycled, reconditioned or reclaimed. 22."Retroactive date"means the date specified in the Coverage Part Declarations,or in any endorsement attached to this Coverage Part,on or after which the "wrongful act"or "personal injury"must have occurred in order for any "claim"or any notification given to us pursuant to SECTION X.Paragraph 1.Notice Of Circumstances or SECTION X. Paragraph 2. Notice Of Claim to be covered under this Coverage Part. 23."Subsidiary" means any entity that: a.performs "professional services"during any time in which the "named insured"owns or controls,directly or through one or more of its subsidiaries,more than fifty percent (50%)of such entity or the right to elect or appoint more than fifty percent (50%) of such entity's directors or trustees; and b.existed as of the "effective date" of this Coverage Part. This Coverage Part does not cover any "claim"against a "subsidiary"or any "insured person"thereof for any "wrongful act"or "personal injury"that occurred when the "named insured"did not own or control,directly or through one or more of its subsidiaries,more than fifty percent (50%)of such entity or the right to elect or appoint more than fifty percent (50%)of such entity's director or trustees.If,before or during the "policy period",any entity ceases to qualify as a "subsidiary",then coverage shall be available under the Coverage Part for such former "subsidiary"and its "insured persons",but only for a "claim"for a "wrongful act"or "personal injury"that occurred before such "subsidiary"ceases to qualify as a "subsidiary".No coverage shall be available for any "claim"arising out of a "wrongful act" or "personal injury" that occurred after such "subsidiary" ceases to qualify as a "subsidiary". 24."Unauthorized access"means the gaining of access to a "computer system"by an unauthorized person(s)or entity(ies), or by an authorized person or persons in an unauthorized manner. 25."Unauthorized use"means the use of a "computer system"by a person(s)unauthorized by the "insured"or a person authorized by the "insured" who uses the "computer system" for a purpose not intended by the "insured". 26."Wrongful act"means an actual or alleged negligent act,error or omission in the performance of or the failure to perform "professional services". SECTION III - DEFENSE AND SETTLEMENT 1.Subject to all terms and conditions of this Coverage Part,we shall have the right and duty to defend a "claim" covered by this Coverage Part even if any of the allegations of the "claim"are groundless,false or fraudulent.Our duty to defend a "claim"ends upon exhaustion of any applicable Limits of Liability.We shall have the sole right to appoint counsel,make such investigation,conduct settlement negotiations,and conduct such defense of a "claim" as we deem necessary.If a "claim"is subject to arbitration or mediation,we are entitled to exercise all of the "insured's"rights,including the choice of arbitrators or mediators,in the arbitration or mediation proceeding.We shall have the right to associate in the defense and settlement of any "claim"that in our judgment appears reasonably likely to involve this Coverage Part. 2.An "insured"shall not admit or assume any liability,make any settlement offer or enter into any settlement agreement,stipulate to any judgment,or incur any "claims expenses"regarding any "claim"without our prior written consent.Such consent shall not be unreasonably withheld.We shall not be liable for any admission, assumption,settlement offer or agreement,stipulation or "claims expenses"to which we have not consented.An "insured"must take all reasonable action to prevent or mitigate any "claim"that may be covered under this Coverage Part. PROFESSIONAL LIABILITY COVERAGE FORM Form SL 50 45 10 18 Page 5 of 13 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 3.An "insured" shall give us all information and cooperation as we may reasonably request. 4.We shall not settle a "claim"without an "insured's"consent,which consent will not be unreasonably withheld.If, however,an "insured"refuses to consent to a settlement recommended by us and acceptable to the claimant and elects to continue proceedings in connection with the "claim",then our liability for "damages"and "claims expenses"relating to that "claim"will not exceed the total amount for "damages"and "claims expenses"which we would have paid up to the date of our settlement recommendation,minus any applicable Deductible and subject to the Limits of Liability and all other provisions of this Coverage Part.We shall continue to have the right to appoint counsel,make such investigation,conduct settlement negotiations,and conduct such defense of the "claim" as we deem necessary until the Limits of Liability are exhausted. Bankruptcy,insolvency,or dissolution of an "insured"or of an "insured's"estate shall not relieve us or the "insured"of the obligations under this Coverage Part.In the event of your bankruptcy,insolvency,or dissolution, we shall have, at our sole option, the right to settle any "claim" without obtaining your consent. We shall not be obligated to pay "damages"or "claims expenses"or defend or continue to defend any "claim" after the applicable Limits of Liability as stated in the Coverage Part Declarations has been exhausted by payment of "damages" or "claims expenses" or a combination of both. SECTION IV - DISCIPLINARY PROCEEDINGS Notwithstanding any other provisions of this Coverage Part,but subject to all terms and conditions of this Coverage Part, we shall pay "claims expenses"(but not "damages")incurred for defending a proceeding before a regulatory or governmental disciplinary official or agency to investigate allegations of professional misconduct in the rendering of or failure to render "professional services".We will pay Disciplinary Proceedings "claims expenses"up to the amount stated in the Coverage Part Declarations under Disciplinary Proceedings Claim Expense Sub-Limit,regardless of the number of proceedings brought by a regulatory or disciplinary official or agency.This amount will not be included within (and shall not serve to reduce)the Limits of Liability and is not subject to any Deductible obligation of the "insured".In order to receive coverage under this provision,you must give us written notice within thirty (30)days of receipt of any regulatory or disciplinary allegation made against any "insured". SECTION V - LIMITS OF LIABILITY AND DEDUCTIBLE Regardless of the number of "insureds"under this Coverage Part,the number of persons or organizations seeking "damages" or the number of "claims" made, our liability is limited as follows: 1.Limits Of Liability - Each Claim The amount stated in the Coverage Part Declarations as applicable to each "claim"is the most we will pay for all "damages" and "claims expenses" arising out of any one "claim" or any one set of "interrelated claims". 2.Limits Of Liability – Aggregate The amount shown in the Coverage Part Declarations as the Aggregate limit is the most we will pay for all "damages" and "claims expenses" for all "claims" to which this Coverage Part applies. 3.Limits Of Liability – Reduction Any payment of "damages" and "claims expenses" we make reduces the Limits of Liability. 4.Deductible a.Our obligation to pay "damages"and "claims expenses"under this Coverage Part applies only to the amount of "damages"and "claims expenses"which are in excess of the Deductible amount stated in the Coverage Part Declarations. The Deductible shall be borne by the "named insured" and shall not be insured. b.The Deductible amount applies to all "damages" and "claims expenses" incurred as the result of each "claim". c.The terms of this Coverage Part,including those with respect to our right and duty to defend suits and your duties in the event of a "claim",suit or circumstances which may give rise to a "claim",apply irrespective of the application of the Deductible. PROFESSIONAL LIABILITY COVERAGE FORM Form SL 50 45 10 18 Page 6 of 13 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) d.We may pay "damages"and "claims expenses"under this Coverage Part in the investigation or settlement of any "claim"prior to your payment of any part or all of the Deductible amount.Upon notification of the action we have taken,you shall reimburse us for that part of the Deductible amount you owe within sixty (60)days. We will be entitled to recover reasonable attorney's fees and other costs incurred in collecting the Deductible amount you owe. e.The Limits of Liability will not be reduced by the amount of any "damages"and "claims expenses"within the Deductible amount unless (but only to the extent that)such "damages"and "claims expenses"have been paid by us and not reimbursed by you. f.If you agree with a request we make to submit a "claim"made against you to binding arbitration or mediation under the terms and conditions we specify,and the "claim"is resolved through such mediation or binding arbitration,then we will reduce the deductible amount stated in the Coverage Part Declarations by fifty percent (50%).While the right to submit a "claim"to binding arbitration or mediation shall be ours,no "claim" shall be submitted to mediation or binding arbitration under this paragraph without your prior written consent. In the case of such resolution through mediation or binding arbitration,the maximum dollar amount by which the deductible will be reduced under this paragraph is $25,000. SECTION VI - INTERRELATED CLAIMS All "claims"based upon,arising from or in any way related to the same "wrongful act"or "personal injury"or "interrelated claim"shall be deemed to be a single "claim"for all purposes under this Coverage Part first made on the earliest date that: 1.any of such "claims" was first made, regardless of whether such date is before or during the "policy period"; 2.notice of any "wrongful act"or "personal injury"described above was given to us under this Coverage Part pursuant to SECTION X.Paragraph 2. Notice Of Claim; or 3.notice of any "wrongful act" or "personal injury" described above was given under any prior insurance policy. SECTION VII - COVERAGE TERRITORY This Coverage Part applies to any "wrongful act"or "personal injury"in the rendering of or failure to render "professional services"anywhere in the world,provided that the "claim"is made and suit,if any,is brought within the United States (including its territories or possessions), or Canada. SECTION VIII - EXTENDED REPORTING PERIODS 1.Extended Reporting Periods – General You will have the right to purchase an Extended Reporting Period if you or we cancel or non-renew this Coverage Part for any reason other than non-payment of either premium or the Deductible amount.You must exercise such right by providing written notice to us accompanied by the premium for the Extended Reporting Period and all other premiums due within sixty (60)days after the cancellation or non-renewal of the Coverage Part.We will then issue an endorsement for the Extended Reporting Period.This endorsement to this Coverage Part will allow reporting of "claims"first made during the Extended Reporting Period for "wrongful acts"or "personal injury"which occurred prior to the end of the "policy period",and are otherwise covered by the Coverage Part.The additional premium for the Extended Reporting Period is based on a percentage of the full annual premium for the "policy period" of this Coverage Part and shall be: a.100% of the Coverage Part's annual premium for one year; b.165% of the Coverage Part's annual premium for three years; c.200% of the Coverage Part's annual premium for five years; 2.Retiree Extended Reporting Period For A Sole Proprietor If you are a sole proprietor,you are designated as an Individual in the Coverage Part Declarations and you have been continuously insured for professional liability coverage with a member of The Hartford Financial Services PROFESSIONAL LIABILITY COVERAGE FORM Form SL 50 45 10 18 Page 7 of 13 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) Group,Inc.group of companies for three or more full consecutive years under this Coverage Part,an unlimited extended reporting period,subject to any applicable Limits of Liability,will be provided without additional charge if you; a.Cancel or fail to renew this Coverage Part due to your retirement from your profession within the "policy period"; b.Cease the performance of all "professional services" covered by this Coverage Part; and c.Are fifty-five (55) years of age or older, You must notify us in writing if this coverage is desired within sixty (60)days after the termination of the Coverage Part.This Retiree Extended Reporting Period does not apply to "claims"that are covered under any subsequent insurance you purchase,or that would be covered but for the exhaustion of the amount of insurance applicable to such "claims". 3.Death Or Disability Extended Reporting Period For A Sole Proprietor If you are a sole proprietor,you are designated as an Individual in the Coverage Part Declarations,and you die or become totally and permanently disabled during the "policy period",a Death Or Disability Extended Reporting Period shall be provided without additional charge.Coverage for reporting "claims"is extended until the executor or administrator of the estate is discharged or your disability ends.You or your estate must,within sixty (60)days after the termination of this Coverage Part,notify us in writing if this coverage is desired.This Death Or Disability Extended Reporting Period for a sole proprietor does not apply to "claims"that are covered under any subsequent insurance available to you,or that would be covered but for the exhaustion of the amount of insurance applicable to such "claims". We also require: a.Written proof of your permanent and total disability,including the date it happened,certified by your attending physician. You agree to submit to medical examination(s) by any physician(s) we designate if requested; or b.Written proof of the date of your death. 4.Extended Reporting Period Coverage The Limits of Liability available for any Extended Reporting Period are part of,and not in addition to,the Limits of Liability as shown in the Coverage Part Declarations.The Deductible shown on the Coverage Part Declarations will apply separately to each "claim" reported under any Extended Reporting Period. As of the effective date of any Extended Reporting Period,this Coverage Part is not cancelable and all premium paid for the Extended Reporting Period is fully earned. The Extended Reporting Periods are not renewable. SECTION IX – EXCLUSIONS We shall not pay "damages" or "claims expenses" in connection with any "claim": 1.for,based upon,arising from or in any way related to any dishonest,fraudulent or criminal act,or omission or any willful violation of law by an "insured"if a judgment or other non-appealable final adjudication establishes such an act,omission or violation.This exclusion does not apply to a "claim"against an "insured person"who did not personally commit or personally participate in committing any of the dishonest,fraudulent,criminal or malicious acts, errors or omissions, provided that: a.such "insured person" had neither notice nor knowledge of such act, omission or violation; and b.such "insured person",upon receipt of notice or knowledge of such act,omission or violation immediately notifies us. 2.for "bodily Injury"or "property damage"except that this exclusion does not apply to claims of mental anguish or emotional distress caused by "personal injury". 3.made, directly or indirectly, by or on behalf of, or with the assistance of, a former or present "insured". 4.for,based upon,arising from or in any way related to the actual or alleged discrimination,humiliation,harassment or misconduct by an "insured"because of race,creed,color,age,gender,sexual preference or orientation, national origin,religion,disability,handicap,marital status or any other class protected under federal,state,local or other law. PROFESSIONAL LIABILITY COVERAGE FORM Form SL 50 45 10 18 Page 8 of 13 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 5.for, based upon, arising from or in any way related to any actual or alleged violation of: a.Securities Act of 1933; b.Securities Exchange Act of 1934; c.Employee Retirement Income Security Act of 1974; or d.Crime Control Act of 1970 (commonly known as Racketeer Influenced and Corrupt Organizations Act or RICO); or any amendment to or any rule or regulation promulgated under or in connection with any of the above statutes; or any similar provision of any federal, state, or local statutory law or common law anywhere in the world. 6.for, based upon, arising from or in any way related to an "insured's" capacity as: a.a public official or employee of a governmental body,subdivision or agency thereof unless an "insured"is deemed to be such solely by virtue of rendering "professional services"to such governmental body,the remuneration for which services benefits the "named insured"; or b.an officer, director, partner, employee, principal shareholder or member of any organization other than yours. 7.for,based upon,arising from,or in any way related to any prior or pending demand,suit or proceeding against any "insureds"as of the effective date of the first Professional Liability Coverage Part issued and continuously renewed by us,or the same or any substantially similar fact,circumstance or situation underlying or alleged in such demand, suit or proceeding. 8.for,based upon,arising from or in any way related to any fact,circumstance,situation,"wrongful act"or "personal injury"that,before the "effective date"in the Coverage Part Declarations,was the subject of any notice given under any other professional liability policy, or similar insurance policy. 9.for, based upon, arising from or in any way related to: a.the promotion, sale or solicitation for sale of securities, real estate, or other investments by any "insured"; b.recommendations,representations,or opinions concerning investment advice by an "insured"or any person or organization referred to by an "insured"in connection with portfolio or trust account management,or the performance or nonperformance of securities, real estate, or other investments; c.the guaranteeing of the availability of funds, or specified rate of return and/or interest; d.any governmental intervention,cease and/or desist order,insolvency,receivership,bankruptcy,licensing or liquidation of any organization (directly or indirectly)in which the "insured"has placed or obtained insurance coverage or placed the funds of a client or account; e.any "insured" making: i.warranties or guarantees of the future value of investments; or ii.warranties or guarantees of potential sales, earnings, profitability, or economic value. f.any "damages"alleged to have been sustained through fluctuation in the market value of any security or investment. 10.for,based upon,arising from or in any way related to "professional services"performed for or on behalf of any organization if, at any time when those services were performed, the organization was or was intended to be: a.directly or indirectly controlled, operated or managed by an "insured"; or b.owned by an "insured", or by a spouse of any "insured", in a percentage which exceeds: i.five (5)percent of the issued and outstanding voting stock of the shares of a publicly traded organization; or ii.ten (10) percent of the legal and/or equitable ownership of the organization. 11.against an "insured" as a beneficiary or distributee of any trust or estate. PROFESSIONAL LIABILITY COVERAGE FORM Form SL 50 45 10 18 Page 9 of 13 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 12.for,based upon,arising from or in any way related to liability assumed by an "insured"under an indemnity,hold harmless or liquidated damages provision or similar provisions or agreements,but this exclusion does not apply to liability an "insured" would have in the absence of such agreements. 13.for,based upon,arising from or in any way related to the gaining in fact of any personal profit or advantage to which the "insured"is not legally entitled;or the investment,conversion,misappropriation,or comingling of the assets of others. 14.made by an employee,former employee or job applicant of the "insured";or based upon,or arising from or in any way related to any express or implied contract of employment with the "insured" and alleging a breach thereof. 15.for,based upon,arising from or in any way related to "professional services"performed by a professional with whom the "insured"shared office space or common office facilities and who is not an "insured"under this Coverage Part. 16.for,based upon,arising from or in any way related to any award,prize,games,sweepstakes,lotteries,contests, coupons or redemption offers, including over-redemptions. 17.for,based upon,arising from or in any way related to the actual or alleged misappropriation of advertising ideas, style of doing business or trade secrets,service mark or infringement or violation of copyright,patent,trademark or any other intellectual property rights or laws. 18.for,based upon,arising from or in any way related to the actual or alleged violation of any state or federal antitrust,restraint of trade,unfair or deceptive business practices,unfair competition or other consumer protection laws. 19.for, based upon, arising from or in any way related to any: a.actual or alleged discharge,dispersal,release,or escape of "pollutants",or any threat of such discharge, dispersal, release or escape; or b.direction,request or voluntary decision to test for,abate,monitor,clean up,remove,contain,treat,detoxify or neutralize "pollutants". 20.for, based upon, arising from or in any way related to any actual or alleged unsolicited: a.sending of information by fax or email, or by any other means, where prohibited by law; or b.telephone calls using an autodialer or other automated system,or by any other means,where prohibited by law. 21.for,based upon,arising from or in any way related to any actual or alleged negligent act,error or omission committed in connection with the performance or failure to perform "professional services"which results in or from any of the following: a.the "unauthorized access" or "unauthorized use" of an "insured's computer system" b.the transmission of corrupting or harmful software code,including but not limited to,computer viruses,Trojan Horses, worms, spy-ware or malware; c.the unauthorized disclosure of "nonpublic personal information"; or d.the gaining of access to an entity's information utilized in e-commerce,e-mail and file transfers,by any person who is not authorized to gain such access. SECTION X - CONDITIONS – CLAIMS 1.Notice Of Circumstances If during the "policy period"an "insured"becomes aware of any "wrongful act","personal injury"or other fact, circumstance or situation that he or she (i)believes might result in a "claim"or (ii)could reasonably have foreseen might result in a "claim",the "insured"shall,as a condition precedent to the coverage afforded by this Coverage Part,immediately and in all instances prior to the expiration of the "policy period",give written notice to us of the particulars of: PROFESSIONAL LIABILITY COVERAGE FORM Form SL 50 45 10 18 Page 10 of 13 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) a.the nature and dates of the specific act,error,omission or other fact,circumstance or situation giving rise to the potential of a "claim",including,without limitation,the identity of each "insured"who participated and/or had supervisory responsibility for the matter and the reasons why it seems foreseeable that the matter may give rise to a "claim"; b.the identity of each potential claimant and the alleged injury or damage which has resulted or may result from such "wrongful act","personal injury"or other fact,circumstance or situation and the steps,if any,undertaken or proposed to be undertaken to mitigate "damages"; and c.the conditions under which the "insured"first became aware of such "wrongful act","personal injury"or other fact, circumstance or situation. This Coverage Part shall then apply to any "claim"that is subsequently made against the "insured"and arises out of such "wrongful act"or "personal injury"or other fact,circumstance or situation that occurred on or after the "retroactive date"and before the end of the "policy period",and was reported and accepted as a notice of circumstances in accordance with this SECTION X.Paragraph 1. Notice of Circumstances provision. 2.Notice Of Claim a.Reporting Of A Claim Made Against An Insured If,during the "policy period"or applicable Extended Reporting Period,a "claim"is made against an "insured", as a condition precedent to coverage under this Coverage Part,you must give written notice in accordance with Paragraph b,below. b.Insured's Duties In The Event A Claim Is Received By An Insured i.The "named insured"and any other involved "insured"must see to it that we are notified immediately,but in no event later than sixty (60)calendar days after the expiration date of the "policy period"or within any applicable Extended Reporting Period,of any "claim"made against an "insured".To the extent possible, written notice should include: 1)the specific "wrongful act or "personal injury"including the date the "claim"was made and or received; and 2)the "damages" that may reasonably result. ii.the "named insured" and any other involved "insured" must: 1)immediately send us copies of any demands,tolling agreements,complaints,notices,summonses or similar documents received in connection with the "claim"; 2)authorize us to obtain records and other information; 3)provide us with such information and cooperation as we may reasonably require in the investigation, evaluation,settlement or defense of the "claim"or suit;assist in making statements,in the conduct of suits or similar legal proceedings,attend hearings,depositions,and trials,assist on securing and giving evidence and obtaining the attendance of witnesses; and 4)assist us,upon our request,in the enforcement of any right against any person or organization that may be liable to an "insured" because of "damages" to which this insurance may also apply. iii.no "insured"will,except at their own cost,voluntarily make a settlement offer or payment,assume any obligation,assume or admit liability,settle any "claim"or incur any expense without our prior written consent. 3.False Or Fraudulent Claims If any "insured"notifies us of a "claim"or circumstance knowing it to be false or fraudulent,this Coverage Part shall become void. PROFESSIONAL LIABILITY COVERAGE FORM Form SL 50 45 10 18 Page 11 of 13 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 4.Subrogation When any payment is made under this Coverage Part,we shall be subrogated to the "insured's"right of recovery in connection with that payment.Each "insured"shall do whatever is necessary to secure the right of recovery and shall do nothing to waive or prejudice such right. 5.No Action Against Company No action shall lie against us,unless,as a condition precedent,the "insured"has fully complied with all the terms of the Policy, and the amount of the "insured's" obligation to pay shall have been fully determined either: a.by written agreement of the "insured", the claimant, and us; or b.by final judgment against the "insured". 6.Allocation Where "insureds"who are afforded coverage for a "claim"incur an amount consisting of both "damages"and "claim expenses"that are covered by this Coverage Part and also incur "damages"and "claim expenses"that are not covered by this Coverage Part because such "claim"includes both covered and uncovered matters,then coverage shall apply as follows: a.with respect to a covered "claim" for which we have the duty to defend: i.100% of the "insured's claims expenses" shall be allocated to covered "claims expenses"; and ii.All "damages"shall be allocated between covered "damages"and non-covered "damages"based upon the relative legal exposure of all parties to such matters. b.with respect to a covered "claim"for which we do not have the duty to defend,all "damages"and "claims expenses"shall be allocated between covered "damages"and "claims expenses"and non-covered "damages" and "claims expenses" based upon the relative legal exposure of all parties to such matters. SECTION XI - GENERAL CONDITIONS 1.Cancellation a.We may cancel this Coverage Part for non-payment of premium by sending not less than ten (10)days notice to the first "named insured". This Coverage Part may not otherwise be cancelled by us. b.Except as provided in SECTION XI.Paragraph 3.Changes In Exposure,Subparagraph b.Takeover Of Named Insured,the first "named insured"may cancel this Coverage Part by sending written notice of cancellation to us.Such notice shall be effective upon receipt by us unless a later cancellation time is specified therein. c.If we cancel this Coverage Part,unearned premium shall be calculated on a pro rata basis.If the first "named insured"cancels this Coverage Part,unearned premium shall be calculated at our customary short rates. Payment of any unearned premium shall not be a condition precedent to the effectiveness of a cancellation. We shall make payment of any unearned premium as soon as practicable d.Any state amendatory endorsement changing Cancellation Conditions for any part of this Policy shall also apply to this Coverage Part. 2.Authorization Of First Named Insured The first "named insured"shown in the Coverage Part Declarations shall act on behalf of all "insureds"with respect to all matters under this Coverage Part,including,without limitation,giving and receiving of notices regarding "claims",cancellation,election of Extended Reporting Period,payment of premiums,receipt of any return premiums and acceptance of any endorsements to this Coverage Part. 3.Changes In Exposure a.Mergers And Acquisitions If during the "policy period", the "named insured": i.merges with another entity such that the "named insured" is the surviving entity; or PROFESSIONAL LIABILITY COVERAGE FORM Form SL 50 45 10 18 Page 12 of 13 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) ii.acquires another entity, then such newly merged or acquired entity shall be an "insured",notwithstanding SECTION II - DEFINITIONS,Paragraph 23.Subparagraph b.,to the extent such entity would otherwise qualify as an "insured",but only for a "wrongful act"or "personal injury"occurring after such merger or acquisition.No coverage shall be available for any "wrongful act"or "personal injury"of such "insured"occurring before such transaction or for any "interrelated claims" thereto. If the annual revenue or assets of the "insured"increases by more than 20%from those reflected in its most recent consolidated financial statements prior to such merger or acquisition,the "named insured"shall give us full details of the transaction in writing as soon as practicable but no later than thirty (30)days after the effective date of such merger or acquisition,and we shall be entitled to impose such additional terms, conditions,and premium.There shall be no coverage under this Coverage Part for any newly merged or acquired entity unless the "named insured" complies with the terms of this provision. b.Takeover Of Named Insured If, during the "policy period": i.the "named insured"merges into or consolidates with another entity such that the "named insured"is not the surviving entity; ii.greater than fifty percent (50%)of the ownership of the "named insured"or the right to elect or appoint more than fifty percent (50%)of the "named insured's"directors or trustees is acquired by another entity or person or group of entities or persons; or iii.all or substantially all of the "named insured's"assets are sold to another entity or person or group of entities or persons,then coverage shall continue under this Coverage Part,but only for a "wrongful act"or "personal Injury"occurring before such transaction.No coverage shall be available for any "wrongful act" or "personal injury"occurring after such transaction.Notwithstanding any applicable cancellation provisions of this Policy,upon such transaction this Coverage Part shall not be cancelled and the entire premium for this Coverage Part shall be deemed fully earned. The "named insured"shall give us written notice of such transaction or change in control as soon as practicable, but not later than thirty (30) days after the effective date of such transaction. 4.Bankruptcy Bankruptcy or insolvency of the "insured"shall not relieve us of our obligations nor deprive us of our rights or defenses under this Coverage Part. 5.Application a.By accepting this Coverage Part,you represent that the Coverage Part Declarations and statements contained in the "application"are true,accurate and complete.This Coverage Part is issued in reliance upon the "application". b.If the "application"contains intentional misrepresentations or misrepresentations that materially affect the acceptance of the risk by us,no coverage shall be afforded under this Coverage Part for any "insureds"who knew on the "effective date" of this Coverage Part of the facts that were so misrepresented, provided that: i.knowledge possessed by any "insured person" shall not be imputed to any other "insured person"; and ii.knowledge possessed by any principal,partner,chief executive officer,chief operating officer,general counsel,chief financial officer,risk manager,human resources director or any position equivalent to the foregoing of the "named insured",or anyone signing the "application",shall be imputed to all "insured entities". No other person's knowledge shall be imputed to an "insured entity". 6.Headings The descriptions in the headings and subheadings of this Coverage Part are solely for convenience and form no part of the terms, conditions, exclusions and limitations of this Coverage Part. PROFESSIONAL LIABILITY COVERAGE FORM Form SL 50 45 10 18 Page 13 of 13 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 7.Notice Addresses a.All notices to the "insureds"shall be sent to the first "named insured"at the address specified in the Coverage Part Declarations. b.All notices to us shall be sent to the address specified in the Coverage Part Declarations.Any such notice shall be effective upon receipt by us at such address. 8.Other Insurance With respect to any "claim"reported under this Coverage Part,if there is available any other valid and collectible insurance,then this Coverage Part shall apply only in excess of the amount of any deductibles,retentions and limits of liability under such other policy or policies,whether such other policy or policies are stated to be primary, contributory,excess,contingent or otherwise,unless such other insurance is written specifically excess of this Policy by reference in such other policy or policies to this Policy's policy number. 9.Spousal / Domestic Partner Extension If a covered "claim"against an "insured"also includes a "claim"against the lawful spouse or "domestic partner"of such "insured"solely by reason of (a)such spousal or "domestic partner"status,or (b)such spouse or "domestic partner's"ownership interest in property or assets that are sought as recovery for such "claim",then such spouse or "domestic partner"shall be deemed an "insured"for such "claim".However,this extension shall not apply to the extent the "claim"alleges any act or omission by such spouse or "domestic partner".Coverage of the spouse or "domestic partner"shall be on the same terms and conditions,including,but not limited to,any applicable Deductible, as apply to coverage of the "insured" for such "claim". 10.References To Laws a.Wherever this Coverage Part mentions any law,including,without limitation,any statute,act or code of the United States,such mention shall be deemed to include all amendments of,and all rules or regulations promulgated under, such law. b.Wherever this Coverage Part mentions any law or laws,including,without limitation,any statute,act or code of the United States and such mention is followed by the phrase or any similar law,such phrase shall be deemed to include all similar laws of all jurisdictions throughout the world,including,without limitation, statutes and any rules or regulations promulgated under such statutes as well as common law. 11.Minimum Standards In the event there is an inconsistency between: a.The terms and conditions that are required to meet minimum standards of a state's law (pursuant to a state amendatory endorsement attached to this Policy), and b.Any other term or condition of this Coverage Part, It is understood and agreed that,where permitted by law,we shall apply those terms and conditions of a.or b. above that are more favorable to the "insured". 12.When We Do Not Renew a.If we decide not to renew this Coverage Part,we will mail or deliver to the first "named insured"shown in the Coverage Part Declarations written notice of the nonrenewal not less than thirty (30)days before the expiration date. b.If notice is mailed, proof of mailing will be sufficient proof of notice. c.Any state amendatory endorsement changing Nonrenewal Conditions for any part of this Policy shall also apply to this Coverage Part. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 50 57 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) PROFESSIONAL SERVICES ENDORSEMENT – BUSINESS OR MANAGEMENT CONSULTANTS This endorsement modifies insurance provided under the following: PROFESSIONAL LIABILITY COVERAGE FORM I.The definition, "professional services" in the DEFINITIONS Section is amended to include the following: "Professional services"means "business or management consultant services"performed by the "insured",in the ordinary conduct of its profession, for others for a fee, remuneration or other consideration. II.The following definition is added to the DEFINITIONS Section: "Business or management consultant services" means services, including advice, regarding: a.The "insured's"analysis of management,strategic direction,operational processes and marketing processes,and the "insured's" identification, assessment and advice arising out of such analysis; and b.Consultative advice regarding: i.Business communication; ii.Business and leadership coaching; iii.Corporate training; iv.Economic research; v.Expense savings; vi.Human resource; vii.Market research; viii.Public relations; or ix.Organizational structure. "Business or management consultant services" does not include: i.the actual sale of any product; ii.services as an architect,engineer,insurance agent,insurance broker,mortgage broker,mortgage banker, real estate agent, real estate broker, lawyer or accountant; iii.any advice regarding mergers,acquisitions,business turn around,business financing or business valuations; or iv.any services not listed in a. or b., above. All other terms and conditions remain unchanged. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 50 80 10 18 Page 1 of 2 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) CALIFORNIA AMENDATORY ENDORSEMENT – PROFESSIONAL LIABILITY This endorsement modifies insurance provided under the following: PROFESSIONAL LIABILITY COVERAGE FORM SECTION II - DEFINITIONS, Paragraph 6., "Damages", is amended to include the following: "Damages" does not include punitive or exemplary damages in the State of California. All other terms and conditions remain unchanged. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SL 50 80 10 18 Page 2 of 2 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) IMPORTANT INFORMATION TO POLICYHOLDERS In the event you need to contact someone about this Coverage Part for any reason,please contact your producer.If you have additional questions,you may contact the insurance company issuing this Coverage Part at the following address and telephone number: The Hartford 3600 Wiseman Blvd San Antonio, TX 78251 866-467-8730 If you have a problem with your insurance company,its producer or representative that has not been resolved to your satisfaction, please call or write to the Department of Insurance. Consumer Services Division California Department of Insurance 300 South Spring Street 14th Floor Los Angeles, CA 90013 1-800-927-4357 or 1-213-897-8921 Written correspondence is preferable so that a record of your inquiry can be maintained.When contacting your producer, company or the Bureau of Insurance, have your policy number available. Form 100722 11th Rev. Printed in U.S.A. Insurance Policy Billing Information Thank you for selecting The Hartford for your business insurance needs. Shortly,you will receive your first bill from us.You are receiving this Notice so you know what to expect as a valued customer of The Hartford.Should you have any questions after reviewing this information,please contact us at 866-467-8730,and we will be happy to assist you. o Your total policy premium will appear on your policy’s Declarations Page.You will be billed based on the payment plan you selected. o You may pay the "minimum due" as it appears on your insurance bill or pay the policy balance in full. o An installment service fee is added to each installment.A late fee will also be applied if the "minimum due"is not received by the due date shown on your bill. Service and late payment fees do not apply in all states. o If you selected installment billing,any credit or additional premium due as the result of a change made to your policy, will be spread over the remaining billing installments.Additional premium due as a result of an audit will be billed in full on your next bill date following the completion of the audit. o If you elected Electronic Funds Transfer (EFT),policy changes may result in changes to the amount automatically withdrawn from your bank account.The invoice you receive following a policy change will include future withdrawal amounts.If you need to adjust or stop your next scheduled EFT withdrawal,please contact us at least 3 days prior to the scheduled withdrawal date at the telephone number shown below. o If you selected installment billing and pay the premiums for your first policy term on time,at renewal,your account may qualify for our "Equal Installment"feature.This means that the percentage due for each installment,including the initial renewal installment,will be the same throughout the policy term –helping you better manage cash flow.Equal installments will continue as long as you pay your premiums on time and no cancellation notices are issued for any policy on your account.If you no longer qualify for Equal Installments,future renewals will be billed based on the payment plan you selected, which includes a higher initial installment amount. o If your policy is eligible for renewal,your bill for the upcoming policy term will be sent to you approximately 30 days prior to your policy’s renewal date.If your insurance needs change,please contact us at least 60 days prior to your renewal date so we can properly address any adjustments needed. o One bill convenience --you have the option of combining all eligible Hartford policies on one single bill allowing you to make one payment for all policies on your account as payments are due. You’re In Control In addition to selecting a bill plan option that best meets your budget, you have the flexibility to decide how your payments are made … o Repetitive EFT:Sign up for Repetitive EFT payments and have payments automatically withdrawn from your bank account. This option saves you money by reducing the amount of the installment service fee. o Pay Online: Register at www.thehartford.com/servicecenter. Online Bill Pay is Quick, Easy and Secure! o Pay by Check:Send a check with your remittance stub in the envelope provided with your bill. o Pay by Phone:Call toll-free 1-866-467-8730. Should you have any questions about your bill, please call Customer Service toll-free number: 1-866-467-8730 - 7AM – 7PM CST.We look forward to being of service to you. Form SC 00 00 10 18 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) COMMON POLICY CONDITIONS DECLARATIONS AND COMMON POLICY CONDITIONS I.DECLARATIONS Named Insured and Mailing Address Policy Period Description and Business Location Coverages and Limits of Insurance II.COMMON POLICY CONDITIONS QUICK REFERENCE - SPECTRUM POLICY Beginning on Page A.Cancellation 1 B.Changes 2 C.Concealment, Misrepresentation Or Fraud 2 D.Examination Of Your Books And Records 2 E.Inspections And Surveys 2 F.Insurance Under Two Or More Coverages 2 G.Liberalization 2 H.Premiums 2 I.Transfer Of Your Rights And Duties Under This Policy 3 J.Premium Audit 3 K.Payment of Premiums 3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SC 00 00 10 18 Page 1 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) COMMON POLICY CONDITIONS All coverages of this Policy are subject to the following conditions: A.CANCELLATION 1.The first Named Insured shown in the Declarations may cancel this Policy by mailing or delivering to us advance written notice of cancellation. 2.We may cancel this Policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a.5 days before the effective date of cancellation if any one of the following conditions exists at any building that is Covered Property in this Policy: (1)The building has been vacant or unoccupied 60 or more consecutive days. This does not apply to: (a)Seasonal unoccupancy; or (b)Buildings in the course of construction, renovation or addition. Buildings with 65%or more of the rental units or floor area vacant or unoccupied are considered unoccupied under this provision. (2)After damage by a Covered Cause of Loss, permanent repairs to the building: (a)Have not started; and (b)Have not been contracted for, within 30 days of initial payment of loss. (3)The building has: (a)An outstanding order to vacate; (b)An outstanding demolition order; or (c)Been declared unsafe by governmental authority. (4)Fixed and salvageable items have been or are being removed from the building and are not being replaced.This does not apply to such removal that is necessary or incidental to any renovation or remodeling. (5)Failure to: (a)Furnish necessary heat,water,sewer service or electricity for 30 consecutive days or more,except during a period of seasonal unoccupancy; or (b)Pay property taxes that are owed and have been outstanding for more than one year following the date due.This provision will not apply where you are in a bona fide dispute with the taxing authority regarding payment of such taxes. b.10 days before the effective date of cancellation if we cancel for nonpayment of premium. c.30 days before the effective date of cancellation if we cancel for any other reason. 3.We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4.Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5.If this Policy is canceled,we will send the first Named Insured any premium refund due.Such refund will be pro rata.If the first Named Insured cancels,the refund may be less than pro rata.The cancellation will be effective even if we have not made or offered a refund. 6.If notice is mailed, proof of mailing will be sufficient proof of notice. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SC 00 00 10 18 Page 2 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) B.CHANGES This Policy contains all the agreements between you and us concerning the insurance afforded.The first Named Insured shown in the Declarations is authorized to make changes in the terms of this Policy with our consent.This Policy's terms can be amended or waived only by endorsement issued by us and made a part of this Policy. C.CONCEALMENT, MISREPRESENTATION OR FRAUD This Policy is void in any case of fraud by you as it relates to this Policy at any time.It is also void if you or any other insured, at any time, intentionally conceal or misrepresent a material fact concerning: 1.This Policy; 2.The Covered Property; 3.Your interest in the Covered Property; or 4.A claim under this Policy. D.EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit your books and records as they relate to the Policy at any time during the policy period and up to three years afterward. E.INSPECTIONS AND SURVEYS 1.We have the right but are not obligated to: a.Make inspections and surveys at any time; b.Give you reports on the conditions we find; and c.Recommend changes. 2.Any inspections,surveys,reports or recommendations will relate only to insurability and the premiums to be charged.We do not make safety inspections.We do not undertake to perform the duty of any person or organization to provide for the health or safety of any person. We do not represent or warrant that conditions: a.Are safe or healthful; or b.Comply with laws, regulations, codes or standards. 3.This condition applies not only to us,but also to any rating,advisory,rate service or similar organization which makes insurance inspections, surveys, reports or recommendations on our behalf. F.INSURANCE UNDER TWO OR MORE COVERAGES If two or more of this Policy's coverages apply to the same loss or damage,we will not pay more than the actual amount of the loss or damage. G.LIBERALIZATION If we adopt any revision that would broaden the coverage under this Policy without additional premium within 45 days prior to, or at any time during, the policy period, the broadened coverage will immediately apply to this Policy. H.PREMIUMS 1.The first Named Insured shown in the Declarations: a.Is responsible for the payment of all premiums; and b.Will be the payee for any return premiums we pay. 2.The premium shown in the Declarations was computed based on rates in effect at the time the Policy was issued. If applicable,on each renewal,continuation or anniversary of the effective date of this Policy,we will compute the premium in accordance with our rates and rules then in effect. 3.With our consent,you may continue this Policy in force by paying a continuation premium for each successive policy period. The premium must be: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SC 00 00 10 18 Page 3 of 3 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) a.Paid to us prior to the anniversary date; and b.Determined in accordance with Paragraph 2. above. Our forms then in effect will apply.If you do not pay the continuation premium,this Policy will expire on the first anniversary date that we have not received the premium. 4.Changes in exposures or changes in your business operation,acquisition or use of locations that are not shown in the Declarations may occur during the policy period.If so,we may require an additional premium.That premium will be determined in accordance with our rates and rules then in effect. I.TRANSFER OF YOUR RIGHTS AND DUTIES UNDER THIS POLICY 1.Your rights and duties under this Policy may not be transferred without our written consent except in the case of death of an individual Named Insured. 2.If you die,your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative.Until your legal representative is appointed,anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. J.PREMIUM AUDIT 1.We will compute all premiums for this Policy in accordance with our rules and rates. 2.The premium amount shown in the Declarations is a deposit premium only.At the close of each policy period,we may do an audit to compute the earned premium for that period.Any additional premium found to be due as a result of the audit are due and payable on notice to the first Named Insured.If the deposit premium paid for the policy term is greater than the earned premium, we will return the excess to the first Named Insured. 3.The first Named Insured must maintain all records related to the coverage provided by this Policy and necessary to finalize the premium audit, and send us copies of the same upon our request. K.PAYMENT OF PREMIUMS If your initial premium payment is by check draft,electronic funds transfer,credit card,debit card,or any other form of remittance,coverage under the Policy is conditioned on payment to us by the financial institution.If the financial institution does not honor such remittance upon presentment,this policy may,at our option,be deemed void from its inception. Our President and Secretary have signed this Policy.Where required by law,the Declarations page has also been countersigned by our duly authorized representative. Kevin Barnett, Secretary M. Ross Fisher, President THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SC 01 04 10 18 Page 1 of 4 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) CALIFORNIA CHANGES – COMMON POLICY CONDITIONS This endorsement modifies insurance provided under the following: COMMON POLICY CONDITIONS Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A.The following changes are made to Section A.,CANCELLATION: 1.Paragraph 2.is deleted and replaced by the following: Cancellation of policies in effect for 60 days or less If this Policy has been in effect for 60 days or less,and is not a renewal of a policy we have previously issued,we may cancel this Policy by mailing or delivering to the first Named Insured at the mailing address shown in the Policy and to the producer of record,advance written notice of cancellation,stating the reason for cancellation,at least: a.10 days before the effective date of cancellation if we cancel for: (1)Nonpayment of premium; or (2)Discovery of fraud or material misrepresentation by: (a)Any insured or his or her representative in obtaining this insurance; or (b)You or your representative in pursuing a claim under this Policy. b.30 days before the effective date of cancellation if we cancel for any other reason. 2.Paragraph 3.is deleted and replaced by the following: Cancellation of policies in effect for more than 60 days a.If this Policy has been in effect for more than 60 days,or is a renewal of a policy we issued,we may cancel this Policy only upon the occurrence,after the effective date of the Policy,of one or more of the following,or as permitted under applicable California law: (1)Nonpayment of premium,including payment due on a prior policy we issued and due during the current Policy term covering the same risks. (2)Discovery of fraud or material misrepresentation by: (a)Any insured or his or her representative in obtaining this insurance; or (b)You or your representative in pursuing a claim under this Policy. (3)A judgment by a court or an administrative tribunal that you have violated a California or Federal law, having as one of its necessary elements an act which materially increases any of the risks insured against. (4)Discovery of willful or grossly negligent acts or omissions,or of any violations of state laws or regulations establishing safety standards,by you or your representative,which materially increase any of the risks insured against. (5)Failure by you or your representative to implement reasonable loss control requirements,agreed to by you as a condition of policy issuance,or which were conditions precedent to our use of a particular rate or rating plan, if that failure materially increases any of the risks insured against. (6)A determination by the Commissioner of Insurance that the: (a)Loss of,or changes in,our reinsurance covering all or part of the risk would threaten our financial integrity or solvency; or (b)Continuation of the Policy coverage would: (i)Place us in violation of California law or the laws of the state where we are domiciled; or THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SC 01 04 10 18 Page 2 of 4 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (ii)Threaten our solvency. (7)A change by you or your representative in the activities or property of the commercial or industrial enterprise,which results in a materially added,increased or changed risk,unless the added,increased or changed risk is included in the Policy. b.We will mail or deliver advance written notice of cancellation,stating the reason for cancellation,to the first Named Insured, at the mailing address shown in the Policy, and to the producer of record, at least: (1)10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud, or (2)30 days before the effective date of cancellation if we cancel for any other reason listed in Paragraph a. above 3.The following provision is added: Cancellation of Policies that Provide Coverage for Residential Property This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units,and to coverage on tenants'household personal property in a residential unit, if such coverage is written under this Policy: a.If such coverage has been in effect for 60 days or less,and is not a renewal of coverage we previously issued, we may cancel this coverage for any reason, except as provided in b. and c. below. b.We may not cancel solely because the first Named Insured has: (1)Accepted an offer of earthquake coverage; or (2)Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA)that included an earthquake policy premium surcharge. However,we shall cancel this Policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. c.We may not cancel such coverage solely because corrosive soil conditions exist on the premises.This restriction c.applies only if coverage under the Special Property Coverage Form excludes loss or damage caused by or resulting from corrosive soil conditions. If a state of emergency under California Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeter,as determined by California Law,we may not cancel this Policy for one year,beginning from the date the state of emergency is declared,solely because the dwelling or other structure is located in an area in which a wildfire has occurred. However, we may cancel: a.When you have not paid the premium,at any time by letting you know at least 10 days before the date cancellation takes effect; b.If willful or grossly negligent acts or omissions by the named insured,or his or her representatives,are discovered that materially increase any of the risks insured against; or c.If there are physical changes in the property insured against,beyond the catastrophe-damaged condition of the structures and surface landscape, which result in the property becoming uninsurable B.Section C.,CONCEALMENT, MISREPRESENTATION OR FRAUD is deleted and replaced by the following: CONCEALMENT, MISREPRESENTATION OR FRAUD 1.We do not provide coverage to the insured who,whether before or after a loss or damage caused by fire,has committed fraud or intentionally concealed or misrepresented any material fact or circumstance concerning: a.This Policy; b.The Covered Property; c.That insured's interest in the Covered Property; or d.A claim under this Policy. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SC 01 04 10 18 Page 3 of 4 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 2.This Policy is void if any insured,whether before or after a loss,has committed fraud or intentionally concealed or misrepresented any material fact or circumstance concerning: a.This Policy; b.The Covered Property; c.That insured's interest in the Covered Property; or d.A claim under this Policy. C.The following provision is added and supersedes any provisions to the contrary: NONRENEWAL 1.Subject to the provisions of Paragraphs 2.and 3.below,if we elect not to renew this Policy,we will mail or deliver written notice stating the reason for nonrenewal to the first Named Insured shown in the Declarations and to the producer of record, at least 60 days but not more than 120 days, before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured,and to the producer of record,at the mailing address shown in the Policy. 2.Residential Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units,and to coverage on tenants'household property contained in a residential unit, if such coverage is written under this Policy. a.We may elect not to renew such coverage for any reason, except as provided in 2.b., 2.c. and 2.d. below: b.We will not refuse to renew such coverage solely because the first Named Insured has accepted an offer of earthquake coverage. However,the following applies only to insurers who are associate participating insurers as established by Cal. Ins.Code Section 10089.16.We may elect not to renew such coverage after the first Named Insured has accepted an offer of earthquake coverage, if one or more of the following reasons applies: (1)The nonrenewal is based on sound underwriting principles that relate to the coverages provided by this Policy and that are consistent with the approved rating plan and related documents filed with the Department of Insurance as required by existing law; (2)The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvency or place us in a hazardous condition.A hazardous condition includes,but is not limited to,a condition in which we make claims payments for losses resulting from an earthquake that occurred within the preceding two years and that required a reduction in policyholder surplus of at least 25%for payment of those claims; or (3)We have: (a)Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage; or (b)Experienced a substantial increase in the premium charged for reinsurance coverage of our residential property insurance policies; and the Commissioner has approved a plan for the nonrenewals that is fair and equitable,and that is responsive to the changes in our reinsurance position. c.We will not refuse to renew such coverage solely because the first Named Insured has cancelled or did not renew a policy,issued by the California Earthquake Authority that included an earthquake policy premium surcharge. d.We will not refuse to renew such coverage solely because corrosive soil conditions exist on the premises. This restriction applies only if coverage under the Special Property Coverage Form excludes loss or damage caused by or resulting from corrosive soil conditions. e.If a state of emergency under California Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeter,as determined by California Law,we may not nonrenew this Policy for one year,beginning from the date the state of emergency is declared,solely because the dwelling or other structure is located in an area in which a wildfire has occurred. However, we may nonrenew: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SC 01 04 10 18 Page 4 of 4 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) (1)If willful or grossly negligent acts or omissions by the named insured,or his or her representatives,are discovered that materially increase any of the risk insured against. (2)If losses unrelated to the post disaster loss condition of the property have occurred that would collectively render the risk ineligible for renewal; or (3)If there are physical changes in the property insured against,beyond the catastrophe-damaged condition of the structures and surface landscape, which result in the property becoming uninsurable. 3.We are not required to send notice of nonrenewal in the following situations: a.If the transfer or renewal of a policy,without any changes in terms,conditions,or rates,is between us and a member of our insurance group. b.If the Policy has been extended for 90 days or less,provided that notice has been given in accordance with Paragraph C.1. c.If you have obtained replacement coverage,or if the first Named Insured has agreed,in writing,within 60 days of the termination of the Policy, to obtain that coverage. d.If the Policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. e.If the first Named Insured requests a change in the terms or conditions or risks covered by the Policy within 60 days of the end of the policy period. f.If we have made a written offer to the first Named Insured,in accordance with the time frames shown in Paragraph 1.above,to renew the Policy under changed terms or conditions or at an increased premium rate, when the increase exceeds 25%. Form SC 50 31 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) PRODUCER COMPENSATION NOTICE You can review and obtain information on The Hartford’s producer compensation practices at www.TheHartford.com or at 1-800-592-5717. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SC 70 00 12 20 Page 1 of 2 Process Date:04/09/2024 © 2020, The Hartford Policy Expiration Date:04/10/2025 (May include copyrighted material of Insurance Services Office, Inc., with its permission) DISCLOSURE/CAP ON LOSSES - TERRORISM RISK INSURANCE ACT THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. POLICY NUMBER:76 SBU BF3EVU SCHEDULE Terrorism Premium: $11 A.Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act,as amended (TRIA),we are required to provide you with a notice disclosing the portion of your premium,if any,attributable to coverage for "certified acts of terrorism"under TRIA.The portion of your premium attributable to terrorism coverage is shown in the above Schedule of this endorsement. B.The following definition is added with respect to the provisions of this endorsement: 1.A "certified act of terrorism"means an act that is certified by the Secretary of the Treasury,in accordance with the provisions of TRIA,to be an act of terrorism under TRIA.The criteria contained in TRIA for a "certified act of terrorism" include the following: a.The act results in insured losses in excess of $5 million in the aggregate,attributable to all types of insurance subject to TRIA; and b.The act results in damage within the United States,or outside the United States in the case of certain air carriers or vessels or the premises of an United States mission; and c.The act is a violent act or an act that is dangerous to human life,property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. C.Disclosure Of Federal Share Of Terrorism Losses The United States Department of the Treasury will reimburse insurers for 80%of insured losses attributable to "certified acts of terrorism" under TRIA that exceeds the applicable insurer deductible. However,if aggregate industry insured losses attributable to "certified acts of terrorism"under TRIA),exceed $100 billion in a calendar year,the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion.The United States government has not charged any premium for their participation in covering terrorism losses. D.Cap On Insurer Liability for Terrorism Losses If aggregate industry insured losses attributable to "certified acts of terrorism"under TRIA exceed $100 billion in a calendar year and we have met,or will meet,our insurer deductible under TRIA,we shall not be liable for the payment of any portion of the amount of such losses that exceed $100 billion.In such case,your coverage for terrorism losses may be reduced on a pro-rata basis in accordance with procedures established by the Treasury,based on its THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SC 70 00 12 20 Page 2 of 2 Process Date:04/09/2024 © 2020, The Hartford Policy Expiration Date:04/10/2025 (May include copyrighted material of Insurance Services Office, Inc., with its permission) estimates of aggregate industry losses and our estimate that we will exceed our insurer deductible.In accordance with the Treasury's procedures,amounts paid for losses may be subject to further adjustments based on differences between actual losses and estimates. E.Application of Other Exclusions The terms and limitations of any terrorism exclusion,the inapplicability or omission of a terrorism exclusion,or the inclusion of terrorism coverage,do not serve to create coverage for any loss which would otherwise be excluded under this Coverage Form,Coverage Part or Policy,such as losses excluded by any pollution,pathogenic,nuclear hazard or war exclusions. F.All other terms and conditions remain the same. Form SC 90 15 10 18 Page 1 of 1 © 2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) U.S. DEPARTMENT OF THE TREASURY, OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy.You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by the United States.Please read this Notice carefully. The Office of Foreign Assets Control ("OFAC")of the U.S.Department of the Treasury administers and enforces economic and trade sanctions based on U.S.foreign policy and national security goals against targeted foreign countries and regimes,terrorists,international narcotics traffickers,those engaged in activities related to the proliferation of weapons of mass destruction,and other threats to the national security,foreign policy or economy of the United States. OFAC acts under Presidential national emergency powers,as well as authority granted by specific legislation,to impose controls on transactions and freeze assets under U.S.jurisdiction.OFAC publishes a list of individuals and companies owned or controlled by,or acting for or on behalf of,targeted countries.It also lists individuals,groups,and entities,such as terrorists and narcotics traffickers designated under programs that are not country-specific.Collectively,such individuals and companies are called "Specially Designated Nationals and Blocked Persons"or "SDNs".Their assets are blocked and U.S.persons are generally prohibited from dealing with them.This list can be located on OFAC’s web site at – http//www.treas.gov/ofac. In accordance with OFAC regulations,if it is determined that you or any other insured,or any person or entity claiming the benefits of this insurance has violated U.S.sanctions law or is an SDN,as identified by OFAC,the policy is a blocked contract and all dealings with it must involve OFAC.When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SC 90 16 10 18 Page 1 of 1 Process Date:04/09/2024 © 2018, The Hartford Policy Expiration Date:04/10/2025 (May include copyrighted material of Insurance Services Office, Inc., with its permission) TRADE OR ECONOMIC SANCTIONS ENDORSEMENT POLICY NUMBER: 76 SBU BF3EVU NAMED INSURED:Klarity Consulting, LLC COMPANY NAME:Hartford Underwriters Insurance Company EFFECTIVE DATE:04/10/2024 EXPIRATION DATE:04/10/2025 This insurance does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit us from providing insurance, including, but not limited to, the payment of claims. All other terms and conditions remain unchanged. Form IH 12 05 02 21 Page 1 of 1 © 2021, The Hartford GOODS AND SERVICES ENDORSEMENT We may offer or make “goods or services”available to you through this underwriting company,a non-insurer subsidiary, or unaffiliated third parties as a part of this policy.The “goods or services”may be provided for a charge,at a discount,on a subsidized basis,or free of charge.In some cases,we may receive a fee from the unaffiliated third parties that provide “goods or services”.We do not warrant or guarantee the “goods or services”provided by third parties,and such third parties shall be solely liable and responsible for the “goods or services”they provide.The “goods or services”offered or made available by us may be modified or discontinued at any time. “Goods or services”means goods,products or services,including but not limited to risk mitigation,safety,and/or loss prevention services or equipment. Revised 2.06.23 Contractor/Consultant Affidavit of No Employees State of California County of Santa Clara City of Cupertino I, the undersigned, declare as follows: I am an independent contractor and the owner of . I wish to enter into a services contract with the City of Cupertino. I am fully aware of the provisions of section 3700 of the California Labor Code, which requires every employer to provide Workers' Compensation coverage for employees in accordance with the provisions of that Code. I am also aware that I must provide proof of workers’ compensation insurance to the City of Cupertino for any and all employees I may have, pursuant to Section 12 of the City of Cupertino’s contract. I hereby certify that I do not have any employees nor will I have any employees working for me or my business during the term of any service contract with the City of Cupertino. I am not required to have Workers’ Compensation insurance. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on this ____day of ____________, 20____, at , California. ______________________________ PRINT NAME ______________________________ SIGNATURE Ashwini Kantak Klarity Consulting, LLC 11th April 24 Fremont Ashwini Kantak Executive Coaching and Mentoring Services Final Audit Report 2024-04-12 Created:2024-04-11 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAdDWmm_he8uBpjAUwzccY6MmciV--v08m "Executive Coaching and Mentoring Services" History Document created by Webmaster Admin (webmaster@cupertino.org) 2024-04-11 - 2:37:32 PM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2024-04-11 - 2:51:15 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2024-04-11 - 3:07:52 PM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to akantak@klarityconsulting.net for signature 2024-04-11 - 3:07:54 PM GMT Email viewed by akantak@klarityconsulting.net 2024-04-11 - 3:10:03 PM GMT- IP address: 67.180.209.215 Signer akantak@klarityconsulting.net entered name at signing as Ashwini Kantak 2024-04-11 - 3:12:23 PM GMT- IP address: 67.180.209.215 Document e-signed by Ashwini Kantak (akantak@klarityconsulting.net) Signature Date: 2024-04-11 - 3:12:25 PM GMT - Time Source: server- IP address: 67.180.209.215 Document emailed to christopherj@cupertino.org for signature 2024-04-11 - 3:12:27 PM GMT Email viewed by christopherj@cupertino.org 2024-04-11 - 3:51:19 PM GMT- IP address: 104.47.73.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2024-04-11 - 3:51:34 PM GMT- IP address: 64.165.34.3 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2024-04-11 - 3:51:36 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2024-04-11 - 3:51:38 PM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2024-04-11 - 4:17:43 PM GMT- IP address: 104.28.124.106 Email viewed by Pamela Wu (pamelaw@cupertino.org) 2024-04-12 - 4:39:22 PM GMT- IP address: 24.120.62.179 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2024-04-12 - 4:40:01 PM GMT - Time Source: server- IP address: 24.120.62.179 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2024-04-12 - 4:40:03 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2024-04-12 - 4:43:44 PM GMT- IP address: 104.47.73.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2024-04-12 - 4:43:54 PM GMT - Time Source: server- IP address: 162.245.20.145 Agreement completed. 2024-04-12 - 4:43:54 PM GMT