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Backup Documents 10/13/2020 Item #11C
ORIGINAL DOCUMENTS CHECKLIST & ROUTING Sli[P1 C TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP gist )c/1 b1xv Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already comp ete with the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attomey Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. County Attorney Office County Attorney Office 5,27 A6//4' 2. BCC Office Board of County Commissioners 3. Minutes and Records Clerk of Court's Office q� ioIIt,.I PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Sean Callahan Phone Number 239-252-8348 Contact/ Department Agenda Date Item was 10/13/20 Agenda Item Number 11.0 Approved by the BCC Type of Document Agreement Number of Original 2 Attached Documents Attached PO number or account number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature?(STAMP OK) CK 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be CK signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's CK signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on above date and all changes made during CK /A is not the meeting have been incorporated in the attached document. The County option for Attorney's Office has reviewed the changes,if applicable. is line. 9. Initials of attorney verifying that the attached document is the version approved by the , /A is not BCC,all changes directed by the BCC have been made,and the document is ready for the q qion for Chairman's signature. c; \* ' OV) (\\ -U. et I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 tic MEMORANDUM Date: October 19, 2020 To: Sean Callahan, Executive Director Corporate Business Operations From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Agreement for a Market and Financial Feasibility Study with Hunden Strategic Partners, Inc., for a proposed development project involving Great Wolf Resorts, Inc., at the City Gate Commerce Park adjacent to the Paradise Coast Sports Complex Attached for your records is a copy document of the document referenced above, (Item #11C) approved by the Board of County Commissioners on October 13, 2020. The original agreement will be held in the Minutes and Records Department for the Board's Official Record. If you have any questions, please contact me at 252-8406. Thank you. Attachment C AGREEMENT for Market and Financial Feasibility Study THIS AGREEMENT, made and entered into on this 22nd day of September 2020, by and between Hunden Strategic Partners, Inc., authorized to do business in the State of Florida, whose business address is 213 W. Institute Place, Suite 707, Chicago, IL 60610, (the "Consultant" or "HSP") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a one (1) year period, commencing on Date of Board award and terminating one(1)year from that date or until all outstanding Purchase Orders issued prior to the expiration of the Agreement period have been completed or terminated. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Consultant written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Consultant shall commence the work upon issuance of a Purchase Order. 3. STATEMENT OF WORK. The Consultant shall provide services in accordance with Exhibit A "Scope of Services" referred to herein and made an integral part of this Agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The County shall pay the Consultant for the performance of this Agreement based on Exhibit B "Fee Schedule", attached hereto and the price methodology as defined in Section 4.1 and described in Exhibit B. Payment will be made upon receipt and acceptance of a proper invoice, and in compliance with Chapter 218, Fla. Stats., otherwise known as the"Local Government Prompt Payment Act." Payments shall be made to the Consultant when requested as work progresses, but not more frequently than once per month. • Page 1 of 10 Hunden Strategic Partners,Inc. Market and Financial Feasibility Study 8 1C 4.1 Price Methodology: 4.1.1. Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the Consultant; and, as a business practice there are no hourly or material invoices presented, rather, the Consultant must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. 4.1.2. Time and Materials: The County agrees to pay the Consultant for the amount of labor time spent by the Consultant's employees and subconsultants to perform the work (number of hours' times hourly rate), and for materials and equipment used in the project (cost of materials plus the Consultant's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subconsultant) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 4.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "[aches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 5. SALES TAX. Consultant shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof,which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531 C-2. 6. NOTICES. All notices from the County to the Consultant shall be deemed duly served if mailed or faxed to the Consultant at the following Address: Hunden Strategic Partners, Inc. 213 W. Institute Place, Suite 707 Chicago, IL 60610 Attention: Robin Hunden, President Telephone: 312-643-2500 Facsimile: 312-643-2501 Email: Rhundenia'�,hundenpartners corn All Notices from the Consultant to the County shall be deemed duly served if mailed or faxed to the County to: Page 2 of 10 Hunden Strategic Partners,Inc. Market and Financial Feasibility Study I 1 C Board of County Commissioners for Collier County, Florida c/o Collier County Office of Business and Economic Development 3299 Tamiami Trail East, Suite 202 Naples, Florida 34112 Attention: Sean Callahan, Executive Director Corporate Business Operations Telephone: 239-252-8348 Email: Sean.Gallahanwcolllercountyfl.gov The Consultant and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Consultant or to constitute the Consultant as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Consultant. The County will not be obligated to pay for any permits obtained by SubConsultants. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Consultant. The Consultant shall also be solely responsible for payment of any and all taxes levied on the Consultant. In addition, the Consultant shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Consultant agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Consultant. 9. NO IMPROPER USE. The Consultant will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Consultant or if the County or its authorized representative shall deem any conduct on the part of the Consultant to be objectionable or improper, the County shall have the right to suspend the Agreement of the Consultant. Should the Consultant fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Consultant further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. Page 3 of 10 Hunden Strategic Partners,Inc. Market and Financial Feasibility Study tr) 1 1 C 10. TERMINATION. Should the Consultant be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non- performance. In the event that the County terminates this Agreement, Consultant's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination.The Consultant shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION.The Consultant agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Consultant shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $1,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Consultants; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $100,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers'Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of$500,000for each accident. D. Professional Liability: Shall be maintained by the Consultant to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Consultant waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and in the aggregate. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or ( available for the benefit of, the Additional Insured and the Consultant's policy shall be endorsed accordingly. Page 4 of 10 Hunden Strategic Partners,inc. Market and Financial Feasibility Study s e I 1 C Current, valid insurance policies meeting the requirement herein identified shall be maintained by Consultant during the duration of this Agreement. The Consultant shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30)days prior written notice, or in accordance with policy provisions. Consultant shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Consultant from its insurer, and nothing contained herein shall relieve Consultant of this requirement to provide notice. Consultant shall ensure that all subconsultants comply with the same insurance requirements that the Consultant is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Consultant shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Consultant, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant or anyone employed or utilized by the Consultant in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Consultant, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Consultant. Consultant's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Tourism Division. 15. CONFLICT OF INTEREST. Consultant represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Consultant further represents that no persons having any such interest shall be employed to perform those services. Page 5 of 10 Hunden Strategic Partners,Inc. Market and Financial Feasibility Study 11C ° 1'2' 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Insurance Certificate(s), Exhibit A- Scope of Services, and Exhibit B- Fee Schedule. 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 19. COMPUANCE WITH LAWS. By executing and entering into this Agreement, the Consultant is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation,workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Page 6 of 10 Hunden Strategic Partners,Inc. Market and Financial Feasibility Study 11C The Consultant must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Consultant does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Consultant or keep and maintain public records required by the public agency to perform the service. If the Consultant transfers all public records to the public agency upon completion of the contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the contract, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Consultant observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful proposer. 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part,the remaining portion of this Agreement shall remain in effect. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted,by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Consultant with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations Page7of10 Hunden Strategic Partners,Inc. Market and Financial Feasibility Study e 1 C r.m to County for approval Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement,the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Consultant with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 24. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. KEY PERSONNEL/PROJECT STAFFING. The Consultant's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Consultant shall assign as many people as necessary to complete the project on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Consultant shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Consultant shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the County's Board approved Executive Summary, the Contract Documents shall take precedence. 27. ASSIGNMENT. Consultant shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Consultant does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Consultant all of the obligations and responsibilities that Consultant has assumed toward the County. 28. SECURITY. The Consultant is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Consultant shall be responsible for all associated costs. If required, Consultant shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Consultant shall be required to maintain records on each employee and make them available to the County for at least four (4) years. Page 8 of 10 Hunden Strategic Partners.Inc. Market and Financial Feasibility Study 1c • All of Consultant's employees and sub-Consultants must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Consultant ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Consultant during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the consultant's business. The Consultant shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@coliiergov.rlu,) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four(4) hours of separation may result in a deduction of$500 per incident. * * * * * Page 9 of 10 Hunden Strategic Partners,Inc. Market and Financial Feasibility Study CA() � 1C _ � IN WITNESS, WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel, Clerk of Court COLLIER COUNTY, FLORIDA & Comptroller CildtAdt y Bu . aunders',,e4e/f airman Dated: 10 (S st as to Chairman's signature only. Appr ved as to and Legality: 11 Sco R. Teach Deputy County Attorney Consultants Witnesses: Hunden Strategic Partners, Inc. Consultant By: u First Witness Signature Rob Hunden,President/CEO Cory Hawkins TType/print signature and titleT TT pe/print witness nameT Second Witness Laura Sportiello «,.., _.a.... TType/print witness nameT Item# 4 Agenda ke -% Daiee Date t'�j�•� : Rec'd Cieik Page 10 of 10 Hunden Strategic Partners,Inc. 00)Market and Financial Feasibility Study CAO ' IC strategic partners EXHIBIT A "SCOPE OF SERVICES" Understanding of the Assignment Collier County (County or Client) is seeking a qualified consultant to conduct and facilitate a third-party market and financial feasibility study that will determine the viability,financial gap and fiscal impacts of the proposed Great Wolf Lodge (Project or GWL) development adjacent to the new Paradise Coast Sports Complex development. Hunden Strategic Partners(HSP)intends to understand how this type of GWL development has worked in other areas, the incentives provides and estimate financial results and economic impact of the Project so that Collier County can make a determination regarding any incentives to offer. Ultimately, HSP's study will guide the County's negotiations regarding the development. The following image shows the conceptual layout proposed by GWL for the Collier County site. Y 1 .l 0 0 1 0 0 1, (t. I II 0 I> l 00 Ir it== oic I II II II I - ` I l 0 [ tr . '...� i . v. 0 0 , ,�. �1 0 0 0 I. I. .nm.. Fr. .• iN M1F.I..MM. GWL is proposing a development that will include the following elements: • GWL branded hotel(550 rooms), • Waterpark attraction, • Family entertainment center, • Outdoor pool area, • Conference center(approximately 15,000-20,000 square feet),and • Parking (950 spaces). GWL claims that a financial partnership between their entity and the County is necessary in order to overcome hurdles and deliver a financially feasible project. It is HSP's job to determine whether that is true through the market and financial feasibility study,and if so,what size of incentive package would be in the County's best interest to provide. 1 1 C .. strategic partners HSP has laid the groundwork for this deep-dive study through preliminary review of GWL's proposal and delivery of a high-level memo outlining current realities in August 2020. HSP is prepared to continue working with the County through the full study process and beyond to additional negotiations advisory work. Scope of Work HSP will complete a scope of work that meets or exceeds all of the elements necessary for a tourism attraction feasibility study for Collier County.HSP is happy to discuss any changes to this scope and to modify the report's organization and methodology.HSP's work plan is proposed to be organized as follows: • Task 1 —Kickoff,Project Orientation and Interviews • Task 2—Great Wolf Lodge Proposed Project Profile and Site Overview • Task 3—Economic,Demographic and Tourism Analysis • Task 4—Relevant Market Assessments • Task 5—Great Wolf Lodge Development Case Studies and Incentives Review • Task 6—Demand and Financial Projections;Feasibility Gap Determination • Task 7—Economic,Fiscal,and Employment Impact Analysis • Task 8—Implications and Recommendations • Task 9—Hourly Advisory Work Task 1: Project Kickoff, Project Orientation and Interviews Due to the present circumstances caused by the COVID-1 9 pandemic,a virtual kickoff plan is likely the safest and most appropriate way forward in the short-term.We have successfully operated with a virtual kickoff plan on other studies during the pandemic and are confident that the kickoff will yield a productive start to the study process. HSP is very familiar with Collier County and the site area,as we have traveled to Collier before for previous projects and studies. However,if the Client feels an in-person meeting or tour is necessary/required,HSP is 100%willing and able to meet in person. HSP will outline a kickoff memo at the start of the analysis process to establish clear understanding and expectations between the consultant and the Client. HSP will work with the Client to prepare a robust,efficient and intense virtual kickoff plan. HSP's kickoff steps will include the following: • Obtain information and data from Collier County, Great Wolf Lodge, economic and development authorities,and any other appropriate agencies. • Discuss the area, the proposed site, and virtually meet with the local officials, community leaders, and others identified in consultation with the Client. • Interview stakeholders from a variety of local private and public organizations and perform virtual fieldwork as appropriate. • Review the various projects on which HSP professionals have worked, discuss their attributes, implementation and approach as part of the interview with the Client and others as previously described. • Gather and analyze background information related to the Project,including all previous studies. • Gather and review available economic,demographic and financial data. • Inventory Collier County retail,shopping,hotel,dining,entertainment,and attractions facilities. liC strategic partners Task 2: Great Wolf Lodge Proposed Project Profile and Site Overview HSP will provide an overview of the proposed Great Wolf Lodge development,the proposed site/parcel of land,any additional supportive walkable uses, surrounding demand generators and the surrounding area to understand the current offerings and needs. HSP will profile Project components at a high-level to understand how the Project fits into the overall plan and mix of uses for the site. HSP will review what Collier County and the surrounding area have been able to host in the past and what it believes it has the ability to induce in the future with the new OWL and sports complex. SWOT and Potential Demand. Ultimately, the strengths, weaknesses, opportunities and threats posed by the Project will set the stage for potential demand. HSP will identify where the Project would likely penetrate certain markets better or worse,based on these attributes. Task 3: Economic, Demographic and Tourism Analysis HSP will evaluate Collier County's position as an economic center of activity.HSP will consider how this activity generates overnight visitors.HSP will also summarize key demand generator trends and comment on the overall growth prospects for the market.This analysis will provide a realistic assessment of the strengths,weaknesses,opportunities and threats (SWOT)for the area's tourism assets.Among the data gathered and analyzed will be: • Geographic attributes,accessibility,and transportation links, • Trends in population growth and income, • Corporate presence,major employers,and any significant future changes, • Analysis of business and commercial development that may affect the performance of the Project, • Higher education activity and implications for the tourism market, • Cores of economic activity, • Major retail destinations, • Arts,culture,and entertainment assets and activity, • History and expected future trends for tourism,and • General real estate trends, with special emphasis on tourism assets, entertainment, and major demand generators. HSP will also look at psychographic data, including ESRI neighborhood psychographics (Tapestry Demographics), specific to proposed sites.ESRI is an analysis tool which classifies U.S.residential neighborhoods into 67 distinct segments based on demographic and socioeconomic characteristics and will help HSP assess the market in and around Collier County. HSP will also profile nearby developments, major roadways, development trends and other factors at play that will materially impact future development opportunity. Task 4: Market Assessments: Hotel, Waterpark, Conference, Family Entertainment In order to accurately assess the opportunity and marketplace penetration from the GWL development,HSP will conduct relevant market assessments on the each of the critical Project components: • Hotel/resort market(including ability to support the sports complex) • Conferences and meetings market,and • Waterpark and family entertainment market Each of the market assessments will follow the same outline of work elements: x1C strategic partners • Competitive Supply.HSP will provide detail on the existing and planned competitive offerings throughout the drivable region and how the Project will add a unique offering or duplicate existing offerings. • Character of Existing Demand.HSP will conduct an analysis of type of demand that is currently occurring in the market and determine if the Project will attract,induce and/or recapture demand that is currently unmet. • Interviews. To determine whether or not Collier County's current supply of hotels, conference/meeting space, and family entertainment facilities can accommodate a new GWL, HSP will interview local hotel and tourism management to determine the sources and character of demand for the market generally. Task 5: Great Wolf Lodge Development Case Studies and Incentives Review HSP will provide profiles of peer GWL developments across the country to better understand how other Great Wolf Lodge resort developments have performed in terms of gross revenue and net profit versus what incentives they have received.HSP will work with the Client and GWL to examine real-world examples of relevant GWL developments,as well as lessons learned from any failed endeavors.HSP will also profile the reported/estimated tax impacts estimated in the case studies versus any incentives. First,HSP will identify,with the Client and GWL input,the most relevant GWL developments to profile.Then HSP will gather detail on what these projects offer in comparison to that proposed for Collier County. HSP will also compare the market realities to the Collier County market reality.This will include discussion of number,size,type and style of mixed-use assets, including waterpark, restaurants, retail, entertainment, attractions, hotel rooms, and others, as appropriate.HSP will also look at how GWL's provide synergy with nearby youth sports or tournament sports complexes. Additionally, HSP recently invested in Placer.ai as a key resource to study location and visitation analytics for event venues, retailers and other relevant businesses.This tool is a critical investment that gives us an edge in helping cities determine consumer and user-group behaviors and opportunities. With this tool, HSP will analyze the following key insights: origin of visitors,number of visits,customer journey,audience,trade area,churn patterns,and special events impact. HSP can show each GWL and how busy they are,their,the origin of customers, etc. In addition,this tool will help identify the customer journey before/after they go to an event. We know when the GWL is busy, hour by hour, length of stay, the brand loyalties, and behavior patterns of user groups.Finally,we can compare multiple venues to see which work best given Collier County's specific situation. The following figures demonstrate some of the visual output possibilities through this tool. They demonstrate overall trends in visits,customer journey,and the true trade area for the site.The items below show some statistics from a major horse track in Maryland,as an example. Visitor origin, length of stay, where visitors go before and after to spend money, and other detail on their customer journey help to understand the impact of the GWL project. CA() ' IC strategic partners f.•ttlt.l I'•ltk • .• 131.3K 829.6K 6.32 13. ci Est ■of V sds Weekly.. „/.• Download len lrK 1 \\A7 s 4 l•�t}ossP•0 0nt7!'w^�hs�y A VN kshds� 0.f sks }°`ib7E�ly�l'aso{t��n sssy�,J�Esf.>t,oke.yeks0,s"M Oss s�al"e�sf<oss e os Ndsfps}iO4 s}el=tst V"poL• �f'O't „ 04+y� • • • • v.% • • • • E• • •a' 5 CA 0 i1c ► ► I ► strategic partners Task 6: Demand and Financial Projections In this task HSP will create demand and financial projection models for the GWL. Based on the projection of demand and a number of assumptions regarding room rates,fees,food and beverage per- capita revenues and others,HSP will prepare a financial projection for the GWL.This financial analysis will include the following: • Estimated line-item revenues for ten years(or as many as match the incentive period), • Line-item Expenses, • Determination of net operating income, • Supportable financing and valuation. The financials will be presented in a line-item by line-item basis, which will lead to estimates of net operating income or loss. These will then feed a valuation model as well as a supportable financing model of equity and debt and valuation.The cost of the project versus the valuation reveals the funding gap that would need to be filled. Synergistic Impact of the Combined Sports Complex and GWL. One item that only HSP can determine easily is the additional impact that will occur due to the synergy of the sports complex and the GWL project.But for the GWL,the sports complex will attract fewer events.But for the sports complex,the GWL will attract/capture fewer sports complex visiting families. Part of the complexity of the demand and fiscal impact model will be ensuring that this issue is addressed. Given that HSP completed the feasibility study for the sports complex, HSP will be able to layer in the performance of both to the model and determine/estimated the"1 + 1 = 3"that may occur due to the adjacency of these two major developments. Task 7: Economic, Fiscal, and Employment Impact Analysis HSP will conduct an economic, fiscal and employment impact analysis to determine the direct, indirect and induced impacts,including the tax revenues that are generated by projected visitors to the Project.Based on the above analysis, a projection of net new direct spending will be tabulated. New spending is that spending that is new to the community as visitors come to Collier County and the surrounding area due to an event, spend the night or otherwise spend time or money in the area. HSP will analyze the spending by residents (transfer spending) and discuss the amount that is recaptured. For example,due to the existence of activity generated by events,economic activity occurs as residents pass up opportunities to leave the area to spend money.Instead of going to an event in another area,the event keeps their spending within the area. This is considered recaptured demand. The net new and recaptured direct spending is considered to be the Direct Impacts. From the direct spending figures,further impact analyses will be completed. • Indirect Impacts are the supply of goods and services resulting from the initial direct spending. For example, an attendee's direct expenditure on a hotel room causes the hotel to purchase linens and other items from suppliers.The portion of these hotel purchases that are within the local economy is considered an indirect economic impact. • Induced Impacts embody the change in local spending due to the personal expenditures by employees whose incomes are affected by direct and indirect spending. For example, a waitress at a restaurant may have more personal income as a result of the attendee's visit. The amount of the increased income that the employee spends in the area is considered an induced impact. • Fiscal Impacts represent the incremental tax revenue collected by the County due to the net new economic activity related to an event. For example,our analysis will estimate the hotel TDT, real estate and other tax revenues generated from visitors to the Project.The fiscal impact represents the government's share of total economic benefit.Fiscal impacts provide an offset to the potential public expenditures required 6 CAO 11C .� I I ' • I strategic partners to host events.HSP will identify the taxes affected and conduct an analysis of the impact on these accounts and governmental units. ■ Employment Impacts include the incremental employment provided not only onsite, but due to the spending associated with on event. For example, the direct, indirect and induced impacts generate spending,support new and ongoing businesses,and ultimately result in ongoing employment for citizens. HSP will show the number of ongoing jobs supported by the project and provide the resulting income and income taxes generated. HSP uses one of the industry's most relied upon multiplier models,IMPLAN.This input-output model estimates the indirect and induced impacts, as well as employment impacts, based on the local economy. An input-output model generally describes the commodities and income that normally flow through the various sectors of the economy.The indirect and induced expenditure, payroll and employment result from the estimated changes in the flow of income and goods caused by the projected direct impacts.The model data are available by various jurisdictional levels,including counties. Task 8: Implications and Recommendations Considering all of the completed analysis and financial projection tasks, HSP will provide implications for the direct and indirect benefits of the Project to the County.HSP will make recommendations for any incentive packages that the County should or should not provide GWL in support of this endeavor.This will be based on the existing market, as well as on the market that Collier County is looking to attract as it continues to enhance and improve its image as a tourism destination. This task will provide the Client with a conclusion as to whether or not the Project will be suitable and economically beneficial for the Collier County area, as well as whether or not the Project warrants financial contributions and investment from the County. Task 9: Hourly Advisory Services Once the initial study work concludes and the Final Report is delivered,HSP will continue to work with Collier County throughout the Project's development deal and negotiation process. HSP will provide advisory services on an hourly basis,including conference meetings,term sheets,contract reviews,etc. Deliverables and Timing HSP has the capacity to begin work immediately and proposes to complete a draft report of the analysis within ten (10) weeks after the kickoff,with a preliminary findings discussion at week five(5). Preliminary Findings PowerPoint - Prior to the issuance of the draft analysis, HSP will present a PowerPoint by teleconference of our initial findings and recommendations approximately midway (five weeks) through the process. This will allow the Client to provide feedback and determine in a more detailed manner,the next steps in the study process. Draft Report—Having completed all these tasks, HSP will compile the results into a fully-documented draft report of findings and recommendations,which will be presented to the Client for review and comment. Final Report—Approximately two weeks after receiving comments on the draft report,HSP will issue its white-paper final report. 7 11c strategic partners Conditions The following conditions apply to this engagement with you. SCOPE LIMITATIONS. HSP's services do not include the following:any assistance with a bond marketing strategy,any assistance with the preparation or distribution of any official statement,or any advice on the municipal bond market. HSP does not provide advice with respect to municipal financial products or the issuance of municipal securities,including advice with respect to the structure,timing,terms and other similar matters concerning such financial products or issues. HSP is not a municipal advisor and HSP is not subject to the fiduciary duty set forth in section 15B(c)(1)of the Act (15 U.S.C. 78o-4(c)(1)) with respect to the municipal financial product or issuance of municipal securities. Client is advised that any actual issuance of debt would be done under the advice of its bond counsel and financial advisors.Financial advisor would provide advice concerning the specific structure,timing,expected interest cost,and risk associated with any government loan or bond issue. Potential investors should not rely on representations made in this report with respect to the issuance of municipal debt. The findings and recommendations of HSP's research will reflect analyses of primary and secondary sources of information. Estimates and analyses presented in our report will be based on data that are subject to variation. HSP will use sources that it deems reliable, but will not guarantee their accuracy. Recommendations will be made from information provided by the analyses,internal databases,and from information provided by external sources. UPDATES. HSP has no responsibility to update its report for events and circumstances occurring after the date of its report. Delayed invoice payments will result in delay of deliverables for the next portion of work.If edits and comments are not received by the Client to the draft report within thirty (30) days of the delivery of the report,the report will be considered final and the final billing will be sent and due. 8 1 1 C EXHIBIT B "FEE SCHEDULE" Deliverable/Title 1 Fee Payment Type The Consultant shall complete Tasks 1-8 outlined in Exhibit $40,000.00 Lump Sum,inclusive of all "A,"Scope of Services,according to the following delivery research and related expenses— schedule: Payable monthly upon percentage completion of deliverable milestone Kickoff to Initiate Work: $12,000 { Preliminary Findings Presentation: $10,000 Draft Report: $10,000 Final Report: $ 8,000 For the hourly advisory services referenced in Task 9 of Exhibit A, Scope of Services, the Consultant will bill the County at an hourly rate of$250. If requested and authorized in writing by County in advance, the Consultant may submit invoices for necessary travel expenses incurred in accordance with the requirements of Chapter 112, F.S. Reimbursable expense must be verified by attached receipts or copies thereof. Claims for mileage and meals cannot exceed the statutory allowance as provided for under Chapter 112,F.S. Claims for lodging at single rate (actual cost) must be substantiated by paid bill or charge, with a cap of no more than $150.00 per night. Car rentals required for travel should include compact or standard-size vehicles only. Common carrier travel shall be reimbursable at tourist or coach class fares only. Meals and mileage cannot be charged unless the professional has traveled outside the county of the principal business location. The County requires original receipts or copies of receipts which are true copies of the originals. The Consultant's federal employee identification number and Purchase Order number must be on all invoices submitted by the Consultant. Services rendered must be specifically and concisely identified. Services for hourly rates must include the name of Consultant's employee performing the service(s) and the date(s)performed. No service, interest, or other charge of like nature is to be imposed with regard to any item, invoice, or request. All firms doing business with Collier County must have a current W-9 "Request for Taxpayer Identification Number and Certification"on file. RF C ACo® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) kii....---- 09/15/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must 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 CONTACT Alan Schulte NAME: Shepherd Insurance,LLC. PHO No Ext): (317)846-5554 �A/X No): (317)846-5444 111 Congressional Boulevard E-MAIL aschulte©shepherdins.com ADDRESS: Suite 100 INSURER(S)AFFORDING COVERAGE NAIC# Carmel IN 46032 INSURER A: Continental Casualty Company 20443 INSURED INSURER B: Valley Forge Insurance Company 20508 Hunden Strategic Partners,Inc. INSURER C: The Continental Insurance Co 35289 213 West Institute Place INSURER D: Hartford Underwriters Ins.Co. Suite 707 INSURER E: Chicago IL 60610 INSURER F: COVERAGES CERTIFICATE NUMBER: CL203903426 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 AUUL SUBK POLICY EFF POLICY EXP LTR TYPE OF INSURANCE IN SD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 1,000,000 MED EXP(Any one person) $ 10,000 D 36SBAAF7H9Z 03/09/2020 03/09/2021 PERSONAL&ADV INJURY $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 4,000,000 PRO 00000X POLICY JECT LOC PRODUCTS-COMP/OPAGG $ 4,0 , OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED 6020828538 03/13/2020 03/13/2021 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 3,000,000 D EXCESS LIAB CLAIMS-MADE 36SBAAF7H9Z 03/09/2020 03/09/2021 AGGREGATE $ 3,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION X STATUTE EORH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N 1,000,000 C OFFICER/MEMBER EXCLUDED? N/A 6020998933 03/13/2020 03/13/2021 E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ , Professional Liability A (Errors&Omissions) 652205693 03/13/2020 03/13/2021 Each Claim: 2,000,000 Aggregate Limit: 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Per attached form SL30321018 blanket additional insured status applies for general liability when required by written contract;waiver of subrogation applies for general liability;insurance is primary and non contributory for general liability but only if required by written contract or written agreement.All only in accordance with policy terms,provisions and exclusions. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Board of County Commissioners for Collier County FL c/o Collier ACCORDANCE WITH THE POLICY PROVISIONS. and Economic Development 3299 Tamiami Trail E,Ste 202 AUTHORIZED REPRESENTATIVE Naples FL 34112 iCa I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1 1 C THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD 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; (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 Form SL 30 32 10 18 Page 1 of 3 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) I 1 C THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD (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; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: (a) 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 damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service. (b) This insurance does not apply to "bodily injury" or "property damage" included within the "products- completed operations hazard". 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 Form SL 30 32 10 18 Page 2 of 3 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 1 1 C • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE HARTFORD (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 30 32 10 18 Page 3 of 3 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) I1c THE I HARTFORD 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 1 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) ' IC THE HARTFORD (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 2 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) I1C - * THE HARTFORD (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 3 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) I C THE ' HARTFORD 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 4 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 11c � THE HARTFORD 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 5 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) tic THE HARTFORD 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 6 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) f 1 C . THE HARTFORD 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 7 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) t1C . . THE HARTFORD (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". I. 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 8 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 1 1 c THE HARTFORD (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 9 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) tic THE HARTFORD (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 10 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) � c THE HARTFORD (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 11 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) ! 1C THE HARTFORD 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 12 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) tic THE HARTFORD (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 13 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) I1C { THE HARTFORD 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 14 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) I 1 C fr THE HARTFORD 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 15 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) tic THE HARTFORD (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 16 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) tic THE HARTFORD (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 17 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 3 1 C .. THE HARTFORD 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 18 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) tic THE HARTFORD (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 19 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) ' IC THE HARTFORD (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 20 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 13C THE HARTFORD 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 21 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) tic • THE HARTFORD 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. 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)