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23-093 - King County - Grant Agreement: Tukwila Recycling Collection Events
DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 23-093 Council Approval N/A Hazardous Waste Management Program FOR 0 GOVERNMENTS DORKING TOGETHERa, kit A HEALTHIER AND CLEANER KING COUNTY GRANT AGREEMENT This Agreement is between King County and the Recipient identified below. The County department overseeing the work to be performed in this Agreement is the Department of Natural Resources and Parks (DNRP), Water and Land Resources Division (WLRD). RECIPIENT NAME City of Tukwila RECIPIENT ADDRESS Department of Community Development 6200 Southcenter Blvd. Tukwila, WA 98188 RECIPIENT CONTACT & EMAIL Nancy Eklund nancy.eklundAtukwilawa.gov ADDRESS PROJECT TITLE Local Hazardous Waste Management Program Grant Funds for 2023 and 2024 AGREEMENT START DATE January 1, 2023 AGREEMENT END DATE March 31, 2025 AGREEMENT MAXIMUM AMOUNT $22,798.10 EXHIBITS. The following Exhibits are attached and are incorporated into this Agreement by reference: Exhibit A — Scope of Work Exhibit B — Budget Exhibit C — Invoice Template Exhibit D — Certificate/Evidence of Insurance DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 Agreement No. HW1030 AGREEMENT FOR AWARD OF LOCAL HAZARDOUS WASTE MANAGEMENT GRANT FUNDS FOR 2023 and 2024 Between KING COUNTY and the CITY OF TUKWILA This Agreement for Award of Local Hazardous Waste Management Grant Funds "Agreement" is made by and between King County, a charter county and political subdivision of the State of Washington, acting through its Department of Natural Resources, Water and Land Resources Division and the City of Tukwila, a municipal corporation of the State of Washington, hereinafter referred to as the "County" and the "City" respectively. The County and City may be referred to individually as a "Party" and collectively as the "Parties." 1. RECITALS 1.1 The Local Hazardous Waste Management Plan (hereafter referred to as the "Plan") as updated in 1997, 2010, and 2021, was adopted by the participating agencies (the King County Solid Waste Division, the Seattle Public Utilities, the King County Water and Land Resources Division, and Public Health — Seattle and King County) and the cities located in King County. The Washington State Department of Ecology in accordance with RCW 70A.300.350 subsequently approved the Plan. The City is an active and valued partner in the regional Local Hazardous Waste Management Program (hereafter referred to as the "Program"). 1.2 The Plan authorizes Local Hazardous Waste Management Funds to be provided to partner cities located in King County to help fund those cities' activities associated with hazardous waste collection and/or educational outreach and educational services. 1.3 King County has received a proposed scope of work and budget from the City and has determined that the scope of work and budget, attached hereto and incorporated herein as Exhibit A ("Scope of Work") and Exhibit B ("Budget"), respectively, are consistent with the Plan's and Program's policies, goals, and objectives. 1.4 King County and the City desire to enter into this Agreement for the purpose of establishing the terms and conditions under which King County will provide an award of Local Hazardous Waste Management Funds to the City. NOW THEREFORE, in consideration of mutual promises and covenants contained herein, the Parties hereby agree to the terms and conditions as follows: 2. AWARD OF GRANT; CONDITIONS OF GRANT 2.1 The Recitals are an integral part of this Agreement and are incorporated herein by this reference. 1 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 Agreement No. HW1030 2.2 King County agrees to grant the City an award of Local Hazardous Waste Management Funds not to exceed $22,798.10 (the "Award") on a reimbursement basis as described in Section 2.5. The Award shall be used by the City solely for the performance of the activities described in this Agreement. 2.3 The City shall use the grant of Local Hazardous Waste Management Funds to provide hazardous waste collection and/or education services or programs as described in Exhibit A. The total amount of funds available from this grant in 2023 and 2024 shall not exceed $22,798.10. 2.4 This Agreement provides for distribution of 2023 and 2024 grant funds to the City. Reimbursement for activities carried out and expenses incurred by the City may predate the execution date of this Agreement provided that (a) the activities have been identified by the City as being within the Scope of Work and have been approved by King County as being within such Scope of Work; (b) the expenses are incurred in carrying out the Scope of Work and are authorized by the Award; and (c) such activities and expenses otherwise comply with all other terms of this Agreement. Reimbursements shall be paid to the City only after this Agreement has been fully executed. 2.5. During this two-year grant program, the City will submit a minimum of two (2), but no more than eight (8), progress reports, which include the City's reimbursement requests, to the County in a form determined by the County. Reports must be signed by a City official. These reports shall include all of the following: a. A description of each activity accomplished pertaining to the scope of work. b. Copies of invoices for expenditures or a financial statement prepared by the City's finance department. The financial statement should include vendor names, a description of services provided, date paid, and a check or warrant number. c. Reimbursement requests with an Invoice Form and an Invoice Detail Form, which is attached hereto as Exhibit C and incorporated herein by reference, unless the City has a spreadsheet similar to the Invoice Detail Form already in use, in which case the City may use that spreadsheet instead of the Invoice Detail Form. The City will submit the form or similar spreadsheet and submit backup documentation for grant expenses. d. If the City receives funding from sources other than the Local Hazardous Waste Management Program for any of the activities set forth in Exhibit A, then the City's reimbursement request shall acknowledge these other sources and the reimbursement request to the County shall include only a pro -rata share of the expenses. 2.5.1 If the City chooses to submit up to the maximum of eight (8) progress reports and requests for reimbursement during the two-year grant program, the reports shall be due to the County on the last day of the month following the end of each quarter (April 30, July 31, October 31, January 31), except for the final progress report and request for reimbursement, which shall be due by February 29, 2024, and February 28, 2025. 2.5.2 Regardless of the number of progress reports the City chooses to submit, in order to secure reimbursement, the City must provide in writing to the County by the December 14, 2023, 2 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 Agreement No. HW1030 and December 12, 2024, an estimate or final invoice for activities completed in that calendar year for which the City has not yet submitted a reimbursement request. 2.5.3 If the City accepts funding through this grant program for the provision of hazardous waste collection or education programs and projects for other incorporated areas of King County, the City shall explain the relationship with the affected adjacent city or cities that allows for acceptance of this funding and the specifics of the proposed programs and projects within the scope of work document related thereto. 2.5.4 Within forty-five (45) days of receiving a request for reimbursement from the City, the Program's contract administrator shall either notify the City of any exceptions to the request which have been identified or shall process the request for payment. If any exceptions to the request are made, this shall be done by written notification to the City providing the reason for such exception. The contract administrator will not authorize payment for activities and/or expenditures which are not included in the scope of work and budget attached as Exhibits A and B unless the scope has been amended according to Section 5 of this Agreement. The contract administrator retains the right to withhold all or partial payment if the City's report(s) and reimbursement request(s) are incomplete (i.e., do not include proper documentation of expenditures and/or adequate description of each activity described in the scope of work for which reimbursement is being requested), and/or are not consistent with the scope of work and/or budget attached as Exhibits A and B. 2.6 The City shall be responsible for following all applicable federal, state, and local laws, ordinances, rules, and regulations in the performance of the Scope of Work described herein. The City warrants and represents that its procedures are consistent with federal, state, and local laws relating to public contract and bidding procedures. The County neither incurs nor assumes any responsibility for the City's bid, award, or contracting process. 2.7 The City shall use recycled paper for the production of all printed and photocopied documents related to the fulfillment of this Agreement. The City shall use both sides of paper sheets for copying and printing and shall use recycled/recyclable products wherever practical. 2.8 The City shall maintain accounts and records, including personnel, financial, and programmatic records, and other such records as may be deemed necessary by the County, to ensure proper accounting for all project funds and compliance with this Agreement. All such records shall sufficiently and properly reflect all direct and indirect costs of any nature expended and service provided in the performance of this Agreement. 2.8.1 These records shall be maintained for a period of six (6) years after termination hereof unless permission to destroy them is granted by the Office of the State Archivist in accordance with RCW Chapter 40.14. These accounts shall be subject to inspection, review, or audit by the County and/or by federal or state officials as so authorized by law. 2.8.2 The City shall maintain a record of the use of any equipment that costs more than $1,000 and is purchased with grant funds from King County for a total period of three (3) years. The records shall be compiled into a yearly evaluation report, a copy of which shall be submitted to King County by March 31 of each year through the year 2025. 3 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 Agreement No. HW1030 2.9 The City agrees to appropriately acknowledge the Program in all media produced — in part or in whole — with Program funds. Where feasible, the City will use the Program's logo. The intent of this provision is to further strengthen this regional partnership in the public's mind. 2.9.1 The City agrees to provide the Program with copies of all media material produced for local hazardous waste management events or activities that have been funded by the Program. The City also agrees to allow the Program to reproduce media materials created with Program money provided that the Program credits the City as the originator of that material. 2.9.2 The Program agrees to credit the City on all printed materials provided by the City to the Program, which the Program duplicates, for distribution. Either the City's name and logo will appear on such materials (including fact sheets, case studies, etc.), or, at a minimum, the Program will credit the City for artwork or text provided by the City as follows: "artwork provided courtesy of the City of Tukwila" and/or "text provided courtesy of the City of Tukwila." 2.9.3 The Program retains the right to share the written material(s) produced by the City, which have been funded through this grant, with other King County cities for them to duplicate and distribute. In so doing, the Program will encourage other cities to credit the City on any pieces that were produced by the City. 2.10 The City designates Nancy Eklund, Long Range Planning Manager/Recycling Coordinator; 6200 Southcenter Blvd., Tukwila, WA 98188; 206-433-7141; nancy.eklund@tukwilawa.gov, or designee, as the administrator of this Agreement for the City. 2.11 Questions or concerns regarding any issue associated with this agreement that cannot be handled by the Program's Contract Administrator should be referred to the Local Hazardous Waste Management Program Director for resolution. 3. DURATION OF AGREEMENT This Agreement shall become effective on either January 1, 2023, or the date of execution of the Agreement by both the County and the City and shall terminate on March 31, 2025. The City shall not incur any new charges after December 31, 2024. However, if execution by either Party does not occur until after January 1, 2023, this Agreement allows for disbursement of grant funds to the City for County -approved programs initiated between January 1, 2023, and the later execution of the Agreement provided that the City complies with the reporting requirements of Section 2.5 of the Agreement. 4. TERMINATION 4.1 King County may terminate this Agreement in whole or in part, for convenience, without cause prior to the termination date specified in Section 3, upon thirty (30) days advance written notice. 4.2 King County may also terminate this Agreement, in whole or in part, for lack of appropriation, upon thirty (30) days prior written notice to the City. In accordance with King County Code 4A.100.070, if King County terminates this Agreement for non -appropriation, then King County's costs associated 4 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 Agreement No. HW1030 with such termination, if any, shall not exceed the appropriation for the biennium in which termination occurs. 4.3 This Agreement may be terminated by either Party, in whole or in part, for cause prior to the termination date specified in Section 3, upon thirty (30) days advance written notice. Reasons for termination for cause may include but not be limited to nonperformance, misuse of funds, and/or failure to provide grant related reports/invoices/statements as specified in Section 2.5. 4.4 If the Agreement is terminated as provided in this section: (a) the County will be responsible to reimburse the City only for allowable expenses, in accordance with the terms of this Agreement for expenses incurred prior to the effective date of termination; and (b) the City shall be released from any obligation to provide further services pursuant to this Agreement. 4.5 Nothing herein shall limit, waive, or extinguish any right or remedy provided by this Agreement or law that either Party may have in the event that the obligations, terms, and conditions set forth in this Agreement are breached by the other Party. 5. AMENDMENTS This Agreement may be amended only by written agreement of both Parties. Amendments to scopes of work will only be approved if the proposed amendment is consistent with the most recently adopted Hazardous Waste Management Plan. Amendments will only be approved if the proposed change(s) is (are) consistent with and/or achieves the goals stated in the scope and falls within the activities described in the scope. Funds may be moved between tasks in the scope of work, attached as Exhibit A, upon written notification by the City to King County and written approval by the County. 6. HOLD HARMLESS AND INDEMNIFICATION 6.1 The City agrees to indemnify, defend, and hold harmless King County, and its elected or appointed officials, employees and agents, from all suits, claims, alleged liability, actions, losses, costs, expenses (including reasonable attorney's fees), penalties, settlements and damages of whatsoever kind or nature arising out of, in connection with, or incident to any acts or omissions of the City, its employees, agents, contractors or subcontractors in performing its obligations under this Agreement, except of the County's sole negligence. 6.2 The City's obligations under this section shall include, but not be limited to all of the following: (a) The duty to promptly accept tender of defense and provide defense to the County with legal counsel acceptable to the County and at the City's own expense; (b) Indemnification of claims made by the City's own employees or agents; and (c) Waiver of the City's immunity under the industrial insurance provisions of Title 51 R.C.W. but only to the extent necessary to indemnify the County, which waiver has been mutually negotiated by the Parties. In the event it is necessary for the County to incur attorney's fees, legal expenses, or other costs to enforce the provisions of this section, all such fees, expenses, and costs shall be recoverable from The City. The provisions of this Section 2.12 shall survive the expiration, abandonment, or termination of this Agreement. 5 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 Agreement No. HW1030 7. INSURANCE 7.1 The City, at its own cost, or its contractor(s)/subcontractor(s) at their own cost, shall procure by the date of execution of this Agreement and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with performance of work pursuant to this Agreement by the City, its agents, representatives, employees, contractors, and/or subcontractors. The minimum limits of Commercial General Liability insurance shall be $1,000,000 per occurrence and $2,000,000 in the aggregate for bodily injury, personal and advertising injury, and property damage. Such insurance shall include coverage for, but not be limited to, premises liability, ongoing operations, products and completed operations, advertising injury, and contractual liability. The minimum limit of Automobile Liability insurance shall be $1,000,000 combined single limit per accident for bodily injury and property damage. If the work involves the transport of pollutants (as defined by the standard auto policy exclusion of pollution) the auto policy shall be endorsed to include endorsement CA 9948 (or its equivalent) and MCS 90, or auto pollution coverage. The minimum limit of Pollution Liability insurance shall be $1,000,000 per occurrence and in the aggregate to cover sudden and non -sudden bodily injury and/or property damage to include the destruction of tangible property, loss of use, clean-up costs and the loss of use of tangible property that has not been physically injured or destroyed. Coverage shall include non -owned disposal sites. Any deductible or self-insured retention(s) shall be the sole responsibility of the City or its contractor(s)/subcontractor(s). Such insurance shall cover King County, its officials, employees, and agents as additional insured for full coverage and policy limits against liability arising out of activities performed by or on behalf of the City pursuant to this Agreement. A valid Certificate of Insurance and additional insured endorsement is attached to this Agreement as Exhibit D unless Section VII.B. applies. Evidence of required coverage maintained by the contractor(s)/subcontractor(s) must be provided to the County prior to the commencement of any work. 7.2 If the Agency is a Municipal Corporation or an agency of the State of Washington and is self- insured for any of the above insurance requirements, a written acknowledgement of self-insurance is attached to this Agreement as Exhibit D. 7.3 If the Agency is a Municipal Corporation or an agency of the State of Washington and is a member of the Washington Cities Insurance Authority (WCIA), a written acknowledgement/certification of current membership is attached to this Agreement as Exhibit D. 8. ENTIRE CONTRACT; NO WAIVER OF DEFAULT This Agreement is the complete expression of the agreement of the County and City hereto, and any oral or written representations or understandings not incorporated herein are excluded. Waiver of any default shall not be deemed to be a waiver of any subsequent default. Waiver of breach of any provision of this Agreement shall not be deemed to be waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless stated to be such through written approval by the County, which shall be attached to the original Agreement. 6 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 Agreement No. HW1030 9. TIME IS OF THE ESSENCE The County and City recognize that time is of the essence in the performance of this Agreement. The Scope of Work set forth in Exhibit A shall be completed by the City no later than December 31, 2024. In the event that the scope of work is not completed by this date, then King County shall retain any unexpended Award funds. 10. SEVERABILITY If any section, subsection, sentence, clause, or phrase of this Agreement is, for any reason, found to be unconstitutional or otherwise invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions. 11. NOTICE Unless otherwise specified in the Agreement, all notices or documentation required or provided pursuant to this Agreement shall be in electronic form and shall be deemed duly given when received at the addresses first set forth below via electronic mail. A copy of any notice shall also be sent via first class mail to the address listed below. If to the City: Joy Carpine-Cazzanti, Contract Administrator, or a provided designee King County Department of Natural Resources and Parks Water and Land Resources Division Hazardous Waste Management Program 201 S. Jackson Street, Suite 5600 Seattle, WA 98104 hazwastegovrelations@kingcounty.gov or jcarpine@kingcounty.gov Nancy Eklund, Long Range Planning Manager/Recycling Coordinator, or a provided designee City of Tukwila Department of Community Development 6200 Southcenter Blvd. Tukwila, WA 98188 nancy.eklund@tukwilawa.gov Either Party hereto may, at any time, by giving ten (10) days written notice to the other Party, designate any other address in substitution of the foregoing address to which such notice or communication shall be given. 12. GENERAL PROVISIONS 12.1 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 7 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 Agreement No. HW1030 12.2 Each Party warrants and represents that such Party has full and complete authority to enter into this Agreement and each person executing this Agreement on behalf of a Party warrants and represents that he/she has been fully authorized to execute this Agreement on behalf of such Party and that such Party is bound by the signature of such representative. 12.3 None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity or to further the election or defeat of any candidate for public office. 12.4 This Agreement may be signed in multiple counterparts each of which shall be deemed an original, and all counterparts together shall constitute but one and the same instrument. 12.5 This Agreement is for the benefit of the Parties hereto only and is not intended to benefit any other person or entity, and no person or entity not a party to this Agreement shall have any third -party beneficiary or other rights whatsoever hereunder. 12.6 This Agreement shall be governed by and construed according to the laws of the State of Washington. Actions pertaining to this Agreement will be brought in King County Superior Court, King County, Washington. IN WITNESS WHEREOF this Agreement has been executed by each Party on the date set forth below: City of Tukwila ,-DocuSigned by: BY attalA, ---1F89FE09132B402... King County BY Allan Ekberg, Mayor Josh Baldi, Director City of Tukwila Water and Land Resources Division 5/19/2023 1 12:28 PM PDT For Dow Constantine, King County Executive Date Date APPROVED AS TO FORM BY ASSISTANT CITY ATTORNEY 05/17/23 APPROVAL ON FILE. 8 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 City of Tukwila Exhibit A Allan Ekberg, Mayor Department of Community Development - Nora Gierloff, AICP, Director October 31, 2022 Tristen Gardner Policy Liaison King County Hazardous Waste Management tgardner@kingcounty.gov hazwastegovrelations@kingcounty.gov RE: 2023-2024 Waste Reduction & Recycling Grant Application Attached is the Town of Tukwila's 2023-24 Hazardous Waste Management Program Grant Scope of Work and Budget. The information for the Tukwila contact person for this grant is: Nancy Eklund, AICP Long Range Planning Manager Recycling Coordinator City of Tukwila Planning 206/433-7141 Nancy.Eklund@TukwilaWA.gov Thank you for this grant. We look forward to working with you in 2023-24. Sincerely, Del 2. Nancy Eklund, AICP Long Range Planning Manager/Recycling Coordinator cc. Paul Devine Tukwila City Hal • 6200 Southcenter Boulevard • Tukwila, WA 98188 • 206-433-1800 • Website: TukwilaWA.gov DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 LOCAL HAZARDOUS WASTE MANAGEMENT PROGRAM CITY OF TUKWILA 2023-24 SCOPE OF WORK AND BUDGET 1. PROJECT OVERVIEW: A) Two Tukwila Recycling Collection Events B) Event Dates: Spring, 2023 and 2024 C) Event Hours: 9 am to 3 pm D) Event Location: Tukwila Community Center or Foster High School E) Project Managers: 1) City Contact: Nancy Eklund City of Tukwila Planning City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 TEL - (206) 433-7141 FAX - (206) ? Email - Nancy.Eklund@TukwilaWA.gov 2) Outside Consultant: Olympic Environmental Resources 4715 SW Walker Street Seattle, WA 98116 TEL - (206) 938-8262 Email — pauldevine@msn.com F) Event Activities - materials to be collected: 1) Lead Acid Batteries 2) Household Batteries 3) CFC Appliances 4) Computer Monitors* 5) TV Sets* *Will be collected if the material is paid for by Washington Materials Management & Financing Authority. G) Event Educational Activities - the following educational materials will be distributed: 1) Information on City recycling programs DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 2) Local Hazardous Waste Management Plan educational materials produced by King County. 3) Other appropriate educational materials. H) Event Promotion -event promotion will be accomplished by one or more of the following ways: 1) By distributing a promotional flyer through direct mailings to Tukwila households. 2) By including notices in City/community newsletters. 3) By posting a bulletin at City Hall, on the City web site, and on the City cable channel (if available). 4) By publicizing the events through the King County promotional activities, including County websites. I) Two Year Budget: $22,798.10 Estimated Costs 2023 2024 2023 2023 2023 TOTAL LHWMP LHWMP WRR DOE City Staff Salary and Benefits $0.00 $0.00 $0.00 $0.00 $0.00 Consultant Services - Management/Staffing/Admin/Graphics $6,360.36 $6,360.36 $1,500.00 $2,750.00 $10,610.36 Collection/Hauling Costs Batteries $600.00 $600.00 $0.00 $0.00 $600.00 Other Material Costs $250.00 $250.00 $1,200.00 $1,250.00 $2,700.00 Flyer Printing and Mailing $3,300.00 $3,300.00 $1,000.00 $0.00 $4,300.00 Event Supplies $550.00 $550.00 $150.00 $0.00 $700.00 Other Expenses - rentals and mileage, etc $338.69 $338.69 $350.00 $500.00 $1,188.69 TOTALS $11,399.05 $11,399.05 $4,200.00 $4,500.00 $20,099.05 2. PERFORMANCE OBJECTIVES: The City plans to send out approximately 8,000 promotional flyers per event to Tukwila households per event and publicize the events through King County promotional activities, including County websites and telephone assistance. The City anticipates collecting 5-10 tons of material from the local waste stream over two years. The annual expected volumes of material collected, based on past events, are as follows: Type of Material Total Volume Lead Acid Batteries 15-25 Household Batteries 2,000-4,500 CFC Appliances 10-15 Computer Monitors 50-75 TV Sets 70-100 The benefits expected by the collection of these materials will be to divert them from the waste stream where they could damage the environment and pose health risks to Tukwila residents. The volume of materials collected and diverted will be reported to the King County Health Department at the conclusion of each event. These events will also provide an opportunity to 2 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 recycle solid waste. The King County Solid Waste Division and Washington State Department of Ecology will pay for the solid waste element. 3. IMPACT OBJECTIVES: By hosting Recycling Collection Events, Tukwila can further reduce the amount of environmentally damaging materials finding their way to the landfills, storm drains, streams, and other isolated sites in our City. The City of Tukwila has a population of approximately 22,000. The City expects, based on past events, that 900-1,000 households will actively participate in the annual events by bringing the materials listed above to the events for proper disposal and recycling over two years. This will result in 5-10 tons of material diverted from the local waste stream for recycling over two years. In addition to diverting materials from the City waste stream, attracting residents to these events provides an opportunity to distribute educational material on City recycling programs and the Local Hazardous Waste Management Program in King County. The educational materials can enhance the knowledge of residents and improve behavior in purchase, handling, and disposal of hazardous materials. Tukwila will provide the following information to the County for project evaluation after each event: 1) The number of participating vehicles. 2) The volume of each material collected. 3) Actual event cost by budget category. 4) Documentation of the materials collected for recycling by the respective service provider. 3 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 Agreement # HW1030 EXHIBIT B 2023-2024 BUDGET LOCAL HAZARDOUS WASTE MANAGEMENT PROGRAM City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 Component Description 2023-24 Budget Hazardous Waste Collection Activities $22,798.10 Total $22,798.10 Footnote: The 2023-2024 budget can be partly or totally spent in either 2023 and/or 2024 but cannot exceed the budget total in these two years. DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 INVOICE Hazardous Waste Management Program GOVERNMENTS WORKING TOGETHER FOR A HEALTHIER AND CLEANER KING COUNTY Agreement No. HW1030 Exhibit C Period of Performance: 1/1/23-12/31/24 City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 Invoice Processing Contact: Nancy Eklund 206-433-7141 nancy.eklund@tukwilawa.gov Submit signed invoice to: Joy Carpine-Cazzanti Hazardous Waste Management Program DNRP Water and Land Resources Division 201 S. Jackson Street, Suite 5600 Seattle, WA 98104 hazwastegovrelations@kingcounty.gov Invoice for services rendered under this Agreement for the period of: Project Organization Expend Acct Start Date ALL FIELDS MUST BE COMPLETED FOR PROMPT PAYMENT PROCESSING King County Accounts Payable Information Purchase Order # Supplier Name City of Tukwila Supplier # 2079 Supplier Pay Site SOUTHCENTER BLV Remit to Address 6200 Southcenter Blvd. Invoice Date Tukwila, WA 98188 Invoice # Amount to be Paid Requistioner name/phone Kristin Painter 206-477-5470 End Date MM/DD/YY Task CPA Amount 1114016 860000 53105 001 Please do not enter values in shaded cells. Enter "Previously Billed" and "Current" values only. Expenditure Item 2023-24 Budget Previously Billed Current Cumulative Balance HHW Collection $22,798.10 $0.00 $0.00 $0.00 $22,798.10 Total $22,798.10 $0.00 $0.00 $0.00 $22,798.10 Materials and quantities collected: Gallons of motor oil Number of motor oil filters Gallons of mixed fuel Gallons of antifreeze Pounds of lead acid batteries Pounds of dry batteries Number of CFC aplliances Number of fluorescent bulbs Other (please specify) Collection or education event details: Number of events No. of participants at collection events No. of participants at education events I, the undersigned, do hereby certify under the laws of the State of Washington penalty of perjury, that this is a true and correct claim for reimbursement services rendered. I understand that any false claims, statements, documents, or concealment of material fact may be prosecuted under applicable Federal and State laws. This certification includes any attachments which serve as supporting documentation to this reimbursement request. Recipient Signed Date Print Name Haz Waste Program Authorization / Approval Date DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 INVOICE DETAIL Salaries & Wages- List by Employee Hours Rate of Pay/ Hr Budget Previously Current Cumulative Balance (Budget Billed Expenditure (Previous+ Iess Cumulative) Current) Subtotal $ $ Fringe Benefits Base Rate Budget Previously Current Cumulative Balance (Budget Billed Expenditure (Previous+ Iess Cumulative) Current) Subtotal $ $ Consultant Costs- Itemize by consultant below Unit of measure Rate Budget Previously Current Cumulative Balance (Budget Billed Expenditure (Previous + Iess Cumulative) Current) - $ - $ - $ - $ Subtotal $ $ Supplies- Please detail below Budget Previously Current Cumulative Balance (Budget Billed Expenditure (Previous + Iess Cumulative) Current) Subtotal $ $ Travel Budget Previously Current Cumulative Balance (Budget Billed Expenditure (Previous + Iess Cumulative) Current) In State Travel Out of State Travel Per Diem and Lodging Total # of Miles Rate # of People Rate # of People # of Units Unit Cost Subtotal $ $ Other Costs- Please detail below Budget Previously Current Cumulative Balance (Budget Billed Expenditure (Previous + Iess Cumulative) Current) $ - $ - $ - $ Subtotal $ $ Overhead Costs- Please detail below Budget Previously Current Cumulative Balance (Budget Billed Expenditure (Previous + Iess Cumulative) Current) - $ - $ - $ Subtotal $ $ Budget Previously Current Cumulative Balance (Budget Billed Expenditure (Previous + Iess Cumulative) Current) Direct Costs Total $ - $ - $ Grand Total Notes regarding this Invoice $ $ Invoice Detail Page 3 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 WA Exhibit D cities Insurance Authority P.O. Box 88030 Tukwila, WA 98138 Phone: 206-575-6046 Fax: 206-575-7426 www_wciapool.org 2/17/2023 Ref#: 14465 King County Hazardous Waste Management Program Attn: Joy Carpine-Cazzanti, Government Relations 201 S Jackson St, Suite 5600 Seattle, WA 98104 Re: City of Tukwila 2023-24 King County Hazardous Waste Grant Evidence of Coverage The City of Tukwila is a member of the Washington Cities Insurance Authority (WCIA), which is a self-insured pool of over 160 public entities in the State of Washington. WCIA has at least $4 million per occurrence limit of liability coverage in its self-insured layer that may be applicable in the event an incident occurs that is deemed to be attributed to the negligence of the member. Liability coverage includes general liability, automobile liability, stop- gap coverage, errors or omissions liability, employee benefits liability and employment practices liability coverage. WCIA provides contractual liability coverage to the City of Tukwila. The contractual liability coverage provides that WCIA shall pay on behalf of the City of Tukwila all sums which the member shall be obligated to pay by reason of liability assumed under contract by the member. WCIA was created by an interlocal agreement among public entities and liability is self-funded by the membership. As there is no insurance policy involved and WCIA is not an insurance company, your organization cannot be named as an additional insured. Sincerely, Rob Roscoe Deputy Director cc: Vicky Carlsen Tanya Taylor Nancy Eklund DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 3�29�/DDm 2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hylant - Toledo 811 Madison Avenue Toledo OH 43604 CONTACT NAME: Courtney COX PHONE FAX (A/C No Ext): 419-724-8725 (A/C, No): 419-255-7557 ADODRESS: OnPointCertificates@Hylant.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Travelers Prop Cas Co of Amer 25674 INSURED ONPOGRO-01 Concentric LLC dba All Battery Sales and Concentric LLC dba AB Retail c/o OnPoint Group, LLC 3235 Levis Commons Blvd. Perrysburg OH 43551 INSURER B: Charter Oak Fire Insurance Co 25615 INSURER C: Allied World Assurance Co Inc (US) 19489 INSURERD: Indian Harbor Insurance Co 36940 INSURER E: INSURER F : X COVERAGES CERTIFICATE NUMBER: 944100845 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 INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY Y Y Y-630-2J330306-COF-23 3/14/2023 3/14/2024 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 500,000 X XCU Coverage MED EXP (Any one person) $ 10,000 X Contractual Liab PERSONAL & ADV INJURY $ 1,000,000 GE 'L AGGREGATE POLICY OTHER: X LIMITAPPLIES Tar- PER: LOC GENERAL AGGREGATE $ 10,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE X X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY x SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y Y 810-9G392756-23-14 3/14/2023 3/14/2024 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE Y ZUP-71N50062-23 3/14/2023 3/14/2024 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED X RETENTION $ n $ A WORKERS COMPENSATION AND EMPLOYERS LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVEN OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N /A Y UB -0K639277 -23-14-G 3/14/2023 3/14/2024 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 C D Pollution Liability Contractors Professional and Pollution Liability 0311-7536 PEC2000246 3/14/2023 5/3/2022 3/14/2024 5/3/2023 Each Condition/Agg Per Claim/Agg $5,000,000 $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Commercial general liability and automobile policies include a blanket additional insured on a primary and non-contributory basis where required by contract. Umbrella coverage includes additional insureds if provided in the underlying coverage. Umbrella policy is follow form. A separate $10,000,000 General Aggregate Limit applies on a Per Project basis when required by written contract. 30 days notice of cancellation applies to designated entities. Waiver of subrogation applies per the general liability, automobile and workers compensation policies when required by written contract. Entities listed below are included as additional insured when required by written contract. CERTIFICATE HOLDER CANCELLATION King County DNRP Water and Land Resources Division Hazardous Waste Management Program Attn: Joy Carpine Cazzanti 201 S. Jackson Street, Suite 5600 Seattle WA 98104 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 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 Y6302J330306C0F23 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products -Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only: a. With respect to liability for "bodily injury" or "property damage" that occurs, or for "personal injury' caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b. If, and only to the extent that, such injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the written contract or agreement applies. Such person or organization does not qualify as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is subject to the following provisions: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agreement, the insurance provided to the additional insured will be limited to such minimum required limits. For the purposes of determining whether this limitation applies, the minimum limits required by the written contract or agreement will be considered to include the minimum limits of any Umbrella or Excess liability coverage required for the additional insured by that written contract or agreement. This provision will not increase the limits of insurance described in Section III — Limits Of insurance. b. The insurance provided to such additional insured does not apply to: (1) Any "bodily injury", "property damage" or "personal injury" arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (2) Any "bodily injury' or "property damage" caused by "your work" and included in the "products -completed operations hazard" unless the written contract or agreement specifically requires you to provide such coverage for that additional insured during the policy period. c. The additional insured must comply with the following duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (a) How, when and where the "occurrence" or offense took place; (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the "occurrence" or offense. (2) If a claim is made or "suit" is brought against the additional insured: CG D2 46 0419 © 2018 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 COMMERCIAL GENERAL LIABILITY Y6302J330306C0F23 (a) Immediately record the specifics of the claim or "suit" and the date received; and (b) Notify us as soon as practicable and see to it that we receive written notice of the claim or "suit' as soon as practicable. (3) Immediately send us copies of all legal papers received in connection with the claim or "suit', cooperate with us in the investigation or settlement of the claim or defense against the "suit', and otherwise comply with all policy conditions. (4) Tender the defense and indemnity of any claim or "suit" to any provider of other insurance which would cover such additional insured for a Toss we cover. However, this condition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organization as a named insured as described in Paragraph 4., Other Insurance, of Section IV — Commercial General Liability Conditions. Page 2 of 2 © 2018 The Travelers Indemnity Company. All rights reserved. CG D2 46 04 19 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x-ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. K. MEDICAL PAYMENTS — INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: CG D4 58 02 19 COMMERCIAL GENERAL LIABILITY Y6302J330306C0F23 a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. L. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. M. CONTRACTUAL LIABILITY — RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 COMMERCIAL GENERAL LIABILITY c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurers share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: Y6302J330306C0F23 a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment 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. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — 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 purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 810-9G392756-23-14 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 1 80th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which CA T3 53 0215 H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL PROPERTY K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section 11. C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II — COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 810-9G392756-23-14 You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. (d) It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. G. WAIVER OF DEDUCTIBLE — GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph A.4.b., Loss Of Use Expenses, of SEC- TION III — PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION III — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and CA T3 53 02 15 COMMERCIAL AUTO (2) In or on your covered "auto". This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION III — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: (a) You (if you are an individual); (b) A partner (if you are a partnership); (c) A member (if you are a limited liability com- pany); (d) An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or "loss". M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by ® 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2., Con- cealment, Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: Page 4 of 4 810-9G392756-23-14 The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non -renewal. © 2015 The Travelers Indemnity Company. All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 POLICY NUMBER: 810-9G392756-23-14 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 1. The following is added to Paragraph A.1.c., Who Is An Insured. of SECTION 11 — COVERED AUTOS LIABILITY COVERAGE: This includes any person or organization who you are required under a written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to name as an additional insured for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent of that person's or organization's liability for the conduct of another "insured". 2. The following is added to Paragraph B.5., Other Insurance of SECTION IV — BUSINESS AUTO CONDITIONS: Regardless of the provisions of paragraph a. and paragraph d. of this part 5. Other Insurance, this insurance is primary to and non-contributory with applicable other insurance under which an additional insured person or organization is the first named insured when the written contract or agreement between you and that person or organization, that is signed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, requires this insurance to be primary and non-contributory. CA T4 74 4216 G 2016 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 TRAVELERS) ONE TOWER SQUARE HARTFORD CT 06183 WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00) - 001 POLICY NUMBER: UB -0K639277 -23-14-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. DATE OF ISSUE: ST ASSIGN: PAGE 1 OF 3-14-2023 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 COMMERCIAL GENERAL LIABILITY POLICY NUMBER. Y6302J330306C0F23 ISSUE DATE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY TOTAL GENERAL AGGREGATE LIMIT DESIGNATED PROJECT(S) - GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Total General Aggregate Limit: $ 10, 000, 000 Designated Project(s): EACH "PROJECT" FOR WHICH YOU HAVE AGREED, IN A WRITTEN CONTRACT WHICH IS IN EFFECT DURING THIS POLICY PERIOD, TO PROVIDE A SEPARATE GENERAL AGGREGATE LIMIT, PROVIDED THAT THE CONTRACT IS SIGNED AND EXECUTED BY YOU BEFORE THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS. (If no entry appears above, information required to complete as applicable to this endorsement.) A. The Total General Aggregate Limit stated in the Schedule above is the most we will pay for the sum of all: 1. Medical Expenses under COVERAGE C (SECTION I); 2. Damages under COVERAGE A (SECTION I), except damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard"; and 3. Damages under COVERAGE B (SECTION I) regardless of the number of: a. Insureds; b. Claims made or "suits" brought; c. Persons or organizations making claims or bringing "suits"; or d. Designated "projects" listed in the SCHED- ULE above. B. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under COVERAGE A (SECTION I), and for all medical expenses caused by accidents un- rr r1 7i ni Ad this endorsement will be shown in the Declarations der COVERAGE C (SECTION l}, which can be at- tributed only to operations at a single designated 'project" shown in the Schedule above: 1. A separate Designated Project General Ag- gregate Limit applies to each designated "pro- ject", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. Subject to the Total General Aggregate Limit stated in the Schedule above, the Designated Project General Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations haz- ard", and for medical expenses under COV- ERAGE C regardless of the number of: a. b. c. Insureds; Claims made or "suits" brought; or Persons or organizations making claims or bringing "suits". f'.nnttrinht ThA Travaiarc lnrinrnnitt+ (`.nrnr,anv itlfld Parra 1 of 7 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 COMMERCIAL GENERAL LIABILITY 3. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce both the Total General Aggregate Limit stated in the Schedule above, and the Designated Project General Aggregate Limit for that designated "project". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Project General Aggregate Limit for any other designated "project" shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Decla- rations, such limits will be subject to both the Total General Aggregate Limit stated in the Schedule above, and the applicable Desig- nated Project General Aggregate Limit. C. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under COVERAGE A (SECTION I), and for all medical expenses caused by accidents un- der COVERAGE C (SECTION I), which cannot be attributed only to operations at a single desig- nated "project" shown in the Schedule above: 1. Any payments made under COVERAGE A for damages or under COVERAGE C for medical expenses shall reduce the amount available under the Total General Aggregate Limit stated in the Schedule above and the General Aggregate Limit, or the Products -Completed Operations Aggregate Limit, whichever is ap- plicable; and 2. Such payments shall not reduce any Desig- nated Project General Aggregate Limit. As respects this Provision C., the limits shown in the Declarations for Each Occurrence, Damage Pana 9of7 Y6302J330306C0F23 To Premises Rented To You and Medical Ex- pense continue to apply. D. Part 2. of SECTION III — LIMITS OF INSURANCE is deleted and replaced by the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Damages under Coverage B; and b. Damages from "occurrences" under COVERAGE A (SECTION I) and for all medical expenses caused by accidents under COVERAGE C (SECTION I) which cannot be attributed only to operations at a single designated "project" shown in the SCHEDULE above, E. When coverage for liability arising out of the 'products -completed operations hazard" is pro- vided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -Completed Operations Ag- gregate Limit, and not reduce the Total General Aggregate Limit stated in the Schedule above, the General Aggregate Limit, or the Designated Pro- ject General Aggregate Limit. F. For the purposes of this endorsement the Defini- tions Section is amended by the addition of the following definition: "Project" means an area away from premises owned by or rented to you at which you are per- forming operations pursuant to a contract or agreement. For the purposes of determining the applicable aggregate limit of insurance, each "project" that includes premises involving the same or connecting lots, or premises whose con- nection is interrupted only by a street, roadway, waterway or right-of-way of a railroad shall be considered a single "project". G. The provisions of LIMITS OF INSURANCE (SECTION 111) not otherwise modified by this en- dorsement shall continue to apply as stipulated, f r,n trinhf Thn Trmtialarc tnriamnih, r.mmnonu 9flfld no. n'k 91 n1 AA DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 UMBRELLA b. You have paid all premiums due for this policy at the time you make such request; C. You promptly pay the additional premium we charge for the Extended Reporting Period endorsement for this insurance when due. We will determine that additional premium after we have received your request for the Extended Reporting Period endorsement for this insurance. That additional premium is not subject to any limitation stated in the "underlying insurance" on the amount or percentage of additional premium that may be charged for the "extended reporting period" in such "underlying insurance"; and d. That Extended Reporting Period endorsement is issued by us and made a part of this policy. 3. Any Extended Reporting Period endorsement for this insurance will not reinstate or increase the Limits of Insurance or extend the policy period. 4. Except with respect to any provisions to the contrary contained in Paragraphs 1., 2. or 3. above, all provisions of any option to purchase an "extended reporting period" granted to you in the "underlying insurance" apply to this insurance. J. 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 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 workers or the public. We do not warrant that conditions: ZUP-71N50062-23 b. To sue us on this insurance unless all of its terms have been fully complied with. 2. A person or organization may sue us -to recover on an agreed settlement or on a final judgment against an insured. We will not be liable for damages that: a. Are not payable under the terms of this insurance; or b. 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. L. MAINTENANCE OF UNDERLYING INSURANCE a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. K. LEGAL ACTION AGAINST US 1. No person or organization has a right under this insurance: M. a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or Page 14 of 22 1. The insurance afforded by each policy of "underlying insurance" will be maintained for the full policy period of this Excess Follow - Form And Umbrella Liability Insurance. This provision does not apply to the reduction or exhaustion of the aggregate limit or limits of such "underlying insurance" solely by payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — EXCESS FOLLOW -FORM LIABILITY of SECTION I — COVERAGES. As such policies expire, you will renew them at limits and with coverage at least equal to the expiring limits of insurance. If you fail to comply with the above requirements, Coverage A is not invalidated. However, in the event of a loss, we will pay only to the extent that we would have paid had you complied with the above requirements. 2. The first Named Insured shown in the Declarations must give us written notice of any change in the "underlying insurance" as respects: a. Coverage; b. Limits of insurance; C. Termination of any coverage; or d. Exhaustion of aggregate limits. 3. If you are unable to recover from any "underlying insurer" because you fail to comply with any term or condition of the "underlying insurance", Coverage A is not invalidated. However, we will pay for any loss only to the extent that we would have paid had you complied with that term or condition in that "underlying insurance". OTHER INSURANCE This insurance is excess over any valid and collectible "other insurance" whether such "other insurance" is stated to be primary, contributing, © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 ZUP-71N50062-23 excess, contingent or otherwise. This provision does not apply to a policy bought specifically to apply as excess of this insurance. However, if you specifically agree in a written contract or agreement that the insurance provided to any person or organization that qualifies as an insured under this insurance must apply on a primary basis, or a primary and non-contributory basis, then insurance provided under Coverage A is subject to the following provisions: 1. This insurance will apply before any "other insurance that is available to such additional insured which covers that person or organization as a named insured, and we will not share with that "other insurance", provided that the injury or damage for which coverage is sought is caused by an "event" that takes place or is committed subsequent to the signing of that contract or agreement by you. 2. This insurance is still excess over any valid and collectible "other insurance", whether primary, excess, contingent or otherwise, which covers that person or organization as an additional insured or as any other insured that does not qualify as a named insured. N. PREMIUM 1. The first Named Insured shown in the Declarations is responsible for the payment of all premiums and will be the payee for any return premiums. 2. If the premium is a flat charge, it is not subject to adjustment except as provided in Paragraph 4. below. 3. If the premium is other than a flat charge, it is an advance premium only. The earned premium will be computed at the end of the policy period, or at the end of each year of the policy period if the policy period is two years or longer, at the rate shown in the Declarations, subject to the Minimum Premium. 4. Additional premium may become payable when coverage is provided for additional insureds under the provisions of SECTION 11 - WHO IS AN INSURED. O. PREMIUM AUDIT The premium for this policy is the amount stated in Item 5. of the Declarations. The premium is a flat charge unless it is specified in the Declarations as adjustable. EU 00 01 0716 UMBRELLA P. PROHIBITED COVERAGE - UNLICENSED INSURANCE 1. With respect to loss sustained by any insured in a country or jurisdiction in which we are not licensed to provide this insurance, this insurance does not apply to the extent that insuring such loss would violate the laws or regulations of such country or jurisdiction. 2. We do not assume responsibility for: a. The payment of any fine, fee, penalty or other charge that may be imposed on any person or organization in any country or jurisdiction because we are not licensed to provide insurance in such country or jurisdiction; or b. The furnishing of certificates or other evidence of insurance in any country or jurisdiction in which we are not licensed to provide insurance. Q. PROHIBITED COVERAGE - TRADE OR ECONOMIC SANCTIONS We will provide coverage for any loss, or otherwise will provide any benefit, only to the extent that providing such coverage or benefit does not expose us or any of our affiliated or parent companies to: 1. Any trade or economic sanction under any law or regulation of the United States of America; or 2. Any other applicable trade or economic sanction, prohibition or restriction. REPRESENTATIONS By accepting this insurance, you agree: 1. The statements in the Declarations and any subsequent notice relating to "underlying insurance" are accurate and complete; 2. Those statements are based upon representations you made to us; and 3. We have issued this insurance in reliance upon your representations. 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 shown in the Declarations, this insurance applies: 1. As if each Named Insured were the only Named Insured; and 2. Separately to each insured against whom claim is made or "suit" is brought. R. S. © 2016 The Travelers Indemnity Company. All rights reserved. Page 15 of 22 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 UMBRELLA T. WAIVER OR TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 1. If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us and the insured must do nothing after Toss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us, and with respect to Coverage A, the "underlying insurer', enforce them. If the insured has agreed in a contract or agreement to waive that insureds right of recovery against any person or organization, we waive our right of recovery against that person or organization, but only for payments we make because of an "event" that takes place or is committed subsequent to the execution of that contract or agreement by such insured. 2. Reimbursement of any amount recovered will be made in the following order: a. First, to any person or organization (including us or the insured) who has paid any amount in excess of the applicable limit of insurance; b. Next, to us; and c. Then, to any person or organization (including the insured and with respect to Coverage A, the "underlying insurer") that is entitled to claim the remainder, if any. 3. Expenses incurred in the process of recovery will be divided among all persons or organizations receiving amounts recovered according to the ratio of their respective recoveries. U. TRANSFER OF YOUR RIGHTS AND DUTIES UNDER THIS INSURANCE 1. Your rights and duties under this insurance 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. V. UNINTENTIONAL OMISSION OR ERROR The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this Page 16 of 22 ZUP-71N50062-23 provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. W. WHEN LOSS IS PAYABLE If we are liable under this insurance, we will pay for injury, damage or Toss after: 1. The insured's liability is established by: a. A court decision; or b. A written agreement between the claimant, the insured, any "underlying insurer" and us; and 2. The amount of the "applicable underlying limit" or "self-insured retention" is paid by or on behalf of the insured. SECTION VI — DEFINITIONS A. With respect to all coverages of this insurance: 1. "Applicable underlying limit" means the sum of: a. The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance subject to the provisions in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — EXCESS FOLLOW -FORM LIABILITY of SECTION I — COVERAGES; and b. The applicable limit of insurance of any "other insurance" that applies. The limits of insurance in any policy of "underlying insurance" will apply even if: a. The "underlying insurer" claims the insured failed to comply with any term or condition of the policy; or b. The "underlying insurer" becomes bankrupt or insolvent. 2. "Auto hazard" means all "bodily injury" and "property damage" to which liability insurance afforded under an auto policy of "underlying insurance" would apply but for the exhaustion of its applicable limits of insurance. 3. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 4. "Event" means an "occurrence", offense, accident, act, error, omission, wrongful act or loss. ® 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 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 as provided under Paragraph 2. Supplementary Payments of SECTION 1 — COVERAGES of this policy. Notwithstanding the provisions of Paragraph 1. Contractual Liability of SECTION 111 — EXCLUSIONS of this policy, such payments will not be deemed to be damages for bodily injury, property damage, environmental damage and emergency response expense 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, as provided under Paragraph 2. Supplementary Payments of SECTION 1 — COVERAGES of this policy, ends when we have used up the applicable limit of insurance in the payment of judgments or settlements; or the conditions set forth above, or the terms of the agreement described in paragraph (6) above, are no longer met. SECTION II — WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, 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. 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: ENV -CPL 00003 00 (02/12) Page 5 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 (1) Bodily 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), 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 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 (1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (2) Property damage to property: (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. Any person (other than your employee or volunteer worker), or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this policy. e. Any subsidiary, associated, affiliated or allied company or corporation, including subsidiaries thereof, of which you have more than 50% ownership interest at the inception of the policy period. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, 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 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and ENV -CPL 00003 00 (02/12) Page 6 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission. DocuSign Envelope ID: 0283CE23-6815-4D8D-B1 E0-3E09FC08B6A7 b. Coverage under this policy does not apply to bodily injury, property damage, environmental damage or emergency response expense that took place before you acquired or formed the organization; 4. Any person or organization with whom you agree to include as an insured in a written contract or written agreement, but only with respect to bodily injury, property damage, environmental damage or emergency response expense arising out of your work. 5. Any person or organization that has at least a 50% controlling interest in you but only with respect to bodily injury, property damage, environmental damage or emergency response expense arising out of their financial control of you. 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. SECTION III — EXCLUSIONS This insurance does not apply to: 1. Contractual Liability Bodily injury, property damage, environmental damage or emergency response expense 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: a. That the insured would have in the absence of the contract or agreement; or b. Assumed in a contract or agreement that is an insured contract, provided the bodily injury, property damage, environmental damage or emergency response expense occurs subsequent to the execution of the contract or agreement. Solely for the purposes 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, property damage, environmental damage or emergency response expense, provided: (1) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same insured contract; and (2) 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. 2. Criminal Fines, Penalties and Assessments Any criminal fines, criminal penalties or criminal assessments. 3. Damage to Conveyance Property damage to any conveyance utilized during transportation. This exclusion does not apply to claims made by third -party carriers for such property damage arising from the insured's negligence. 4. Damage to Property ENV -CPL 00003 00 (02/12) Page 7 of 22 Includes copyrighted material of Insurance Services Offices, Inc. with its permission.