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AG 17-098 - INTERCOM Language Services RETURN TO: Tiziana Giazzi EXT: 3016 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: FW Municipal Court 2. ORIGINATING STAFF PERSON: Tiziana Giazzi _EXT: 3016 3. DATE REQ,BY: 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION A CONTRACT AMENDMENT(AG#):17-098 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: INTERPRETER SERVICES 6. NAME OF CONTRACTOR: INTERCOM LANGUAGE SERVICES ADDRESS: PO BOX 98620,DES MOINES,WA 98198-0620 TELEPHONE 206-979-6101 E-MAIL:hilaryhughes@intercom.cc FAX: SIGNATURE NAME: Hilary Hughes TITLE VICE PRESIDENT 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES © COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES LID PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: MAY 19,2017 COMPLETION DATE: DECEMBER 31,2023 9. TOTAL COMPENSATION$$74,000.00 per year. Subject to adjustment based on need. (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES A NO IF YES,MAXIMUM DOLLAR AMOUNT: S IS SALES TAX OWED i)YES ONO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED A PURCHASING: PLEASE CHARGE TO: 001-1100-022-515-22-410 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIE WED INITIAL/DATE APPROVED A PROJECT MANAGER TRG 9/15/2021 © JUDGE DAL ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW MP 9/17/2021 It. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DATE SIGNED U LA EPARTMENT GNATORY(MAYOR OR DIRECTOR) J d ❑ CITY CLERK D ❑ ASSIGNED AG# AG# COMMENTS: DRAFTS WERE ELECTRONICALLY• V ED 2/2017 ` CITY OF CITY HALL Federal Wa Feder 8m Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www atyoffederalway com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR INTERPRETER SERVICES This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and INTERCOM Language Services Corp. a Washington Corporation ("Contractor"). The City and Contractor(together"Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for interpreter services ("Agreement") dated effective May 19, 2017 as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no later than December 31, 2023 ("Amended Term"). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit B-1, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s)for the Amended Term.Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement,as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 1 - Rev.7/2021 CITY OF CITY HALL Federal Feder l Avenue South Way Federal Way,WA 98003-6325 (253) 835-7000 www.cityoffederalway.com IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF DERAL WAY: FEDERAL WAY ICIPAL COURT: Jim F , Mayor David Larson, Presidia i-adge DATE: D r"'! DATE: ATTEST: }� S plzanie Courtney, CM ity Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney INTERCOM LANGUAGE SERVICES CORP.: By. ' ;5�,�t Printed Name: HILARY A. HUGHES Title: DIRECTOR "�'r'nin�nnni DATE: STATE OF WASHINGTON) ) ss. COUNTY OF ti ) On this day personally appeared before me j" Ar. ` C; to me known to be the re c Zy r of lr, r-Ci that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this C day of Notary's signature -� FAIMENDOZA Notary's printed nametary Public Notary Public in and for the Stat of Vashington. of Washingtonssion# 142742 My commission expires 0 j` 20Fe 19. 2Dx5MAl SE ES AGREEMENT -2 - Rev.7/2021 cfrY of CITY HALL Federal Way Feder l Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www.0yoffederahmy.com EXHIBIT B-1 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services,the City shall pay the Contractor an additional amount not to exceed Seventy-Four Thousand and 00/100 Dollars($74,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed One Hundred Thirty-Nine Thousand and 00/100 Dollars ($139,000.00). 2. Method of Compensation: FEDERAL WAY MUNICIPAL COURT INTERPRETER PAYMENT STRUCTURE 1. $65.00 per hour with 2 hours minimum for all interpreters unless otherwise approved. 2. 1-hour minimum payment for over the phone interpreting. 3. Time beyond minimum is paid in 15-minute increments. 4. Full day and half day payments,when interpreter is confirmed for full day or half day work as follows: All Interpreters: Full Day(8:30-12:30 and 1:30—4:30) $520 8-hr-day Half Day (9-12 or 1:30—4:30) $260 Overtime: $65 per hour in 15 min increments 5. Cancellation policy: if the assignment is cancelled less than 24 hours prior to the start of the assignment, an interpreter shall be paid a cancellation fee equal to the payment for the scheduled assignment. Any assignment of 4 hours or greater requires a cancellation of 48 hours in order to avoid billing to the full amount. PROFESSIONAL SERVICES AGREEMENT - 3 - Rev.7/2021 AC"R CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) lllb_ � 04/10/2021 • 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 NAME NAME _ HISCOX Inc. P54ONE _.. FAX ...-"— (A c.-N. ExU (888)202-3007 520 Madison Avenue F-MAil. 32nd Floor anr,R�ss: contact@hiscox.com New York,NY 10022 INSURERS AFFORDING COVERAGE NAIC# INSURERA: Hiscox Insurance Company Inc 10200 INSURED INSURER B: INTERCOM Language Services,Corp. 4112 SW 325th Street INSURERC; Federal Way WA 98023 INSURERD; INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR I ADPLSVOR POLTCYEFF POLTCY ExP LIMITS LTR TYPE OF INSURANCE POLICY NUMBER D MMIDD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 5 -" D CLAIMS-MADE ;,OCCUR PREMISES. S MED EXP(Any one person) I S PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY „PRO_ECT1:1 LOC PRODUCTS-COMP/OP AGG 5 OTHER $ a AUTOMOBILE LIABILITY (Ea. LE L MIT $ E a .�� ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMHt3E $ AUTOS ONLY AUTOS ONLY Per acddent;! $ UMBRELLALIAB OCCUR EACH OCCURRENCE S EXCESS LAB CLAIMS-MADE AGGREGATE S DED I I RETENTIONS 5 WORKERS COMPENSATION PTATUTE J I ER AND EMPLOYERS'LIABILITY Y I N ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ NIA E.L.EACH ACCIDENT T $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E,L,DISEASE-EA EMPLOYEE 5 Y••.m. If yes,describe under DESCRIPTION OF OPERATIONS below I E.L DISEASE-POLICY LIMIT S i A Professional Liability UDC-1985648-EO-21 05/25/2021 05/25/2022 Each Claim: $500,000 Aggregate: $500,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE kk�` 04/10/2021 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 NAME! HISCOX Inc. PHONE FAX fIVC,No,Fxt)t (888)202-3007 !A/C,No):___ 520 Madison Avenue ADDRESS: contact@hiscox.com 32nd Floor - New York, NY 10022 INSURERS AFFORDING COVERAGE NAIC# _ INSURERA: Hiscox Insurance Company Inc 10200 INSURED INSURER B: INTERCOM Language Services,Corp. INSURER C 4112 SW 325th Street Federal Way WA 98023 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INgR ADDLISUBW POLICY EFF POLICY EXP LTR TYPE OF INSURANCE Imp kVXP POLICY NUMBER __ (MMIDDIYVYY) MM/DDIYYVv LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE 1-1 OCCURPREMISES Fa occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑JE£OT FR LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY L!1: NED SINGLE LIMIT $ a cpden ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per acciden tj UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER STATUTE FOTH AND EMPLOYERS'LIABILITY Y I N ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ N/A E.L.EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED9 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E L DISEASE-POLICY LIMIT $ A Professional Liability UDC-1985648-EO-21 05/25/2021 05/25/2022 Each Claim: $500,000 + Aggregate: $500,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE i ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD IM HISCOX encourage courage- Hiscox Insurance Company Inc. Your Insurance docurnents Enclosed you will find the policy documents that make up your insurance contract with us. Please read through all of these documents. If you have any questions or need to update any of your information please call us at 800-867-4001 (Mon-Fri, 7am-10pm EST). Si tiene alguna pregunta o necesita actualizar su informaci6n, por favor Ilamenos al 1-855-744-2300 (Horario de Lunes— Viernes, 9am— 10pm ET). h I� Declarations Page This contains specific policy information, such as the limits and deductibles you have selected. Policy Wording This details the terms and conditions of your coverage, subject to policy endorsements. Endorsements These documents modify the Policy Wording or Declarations Page. These include relevant terms and conditions as required by your state and are part of your policy. Notices These documents provide information that may affect your coverage such as optional terrorism coverage (if purchased)and other important items required by your state. &Wing Please inform us immediately if you have a claim or loss to report. Please have your policy number available so we can handle your call quickly. Email: reportaclaim@hiscox.com Phone:866-424-8508 Mail: Attn: Direct Claims Hiscox 520 Madison Avenue-32nd Floor New York, NY, 10022 40 HISCOX encourage courage- Declarations S�a 7ti i H I SCOX HISCOX INSURANCE COMPANY INC. (A Stock Company) encourage courage- 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 Commercial General Liability Declarations In return for the payment of the premium, and subject to all the terms of this Policy, we agree with you to provide the insurance as stated in this Policy. Policy No.: UDC-1985648-CGL-21 Renewal of: UDC-1985648-CGL-20 Named Insured: INTERCOM Language Services, Corp. Address: 4112 SW 325th Street Federal Way, WA 98023 Policy period: From: May 25, 2021 To: May 25, 2022 At 12:01 A.M. (Standard Time)at the address shown above. Form of Business: Corporation or other Organization Each Occurrence Limit: $1,000,000 Damage to Premises Rented to You Limit: $100,000 Any one premises Medical Expense Limit: $5,000 Any one person Personal &Advertising Injury Limit: $1,000,000 Any one person or organization General Aggregate Limit: $2,000,000 Products/Completed Operations Products-completed operations are subject to the General Aggregate Limit Aggregate Limit: Supplemental Business Personal Property Floater $0 Coverage Limit: Supplemental Business Personal Property Floater Not Applicable Coverage Deductible:All Premises You Own, Rent or Occupy Premises Number: 1 Address- 4112 SW 325th Street Federal Way,WA 98023 Total Premium: $350.00 Attachments: See attached Forms and Endorsements Schedule. CGL D001 01 10 Includes copyrighted material of Insurance Services Office, Inc.,with Page 1 its permission.©ISO Properties, Inc., 2000 M� H I SCOX HISCOX INSURANCE COMPANY INC. (A Stock Company) encourage courage- 104 South Michigan Avenue, Suite 600,Chicago, Illinois 60603 IN WITNESS WHEREOF,the Insurer indicated above has caused this Policy to be signed by its President and Secretary,but this Policy shall not be effective unless also signed by the Insurer's duly authorized representative. President f ♦ t Secretary 1 Authorized Representative CGL D001 01 10 Includes copyrighted material of Insurance Services Office, Inc.,with Page 2 its permission.©ISO Properties, Inc.,2000 r, H I SCOX HISCOX INSURANCE COMPANY INC. (A Stock Company) encourage courage- 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 Forms and Endorsements Schedule Forms and Endorsements made part of this policy at time of issue: CGL D001 01 10 -Commercial General Liability Declarations CG 00 01 12 07 - General Liability Coverage Form CGL E5401 CW (03/10) - Definition of Employee CGL E5403 CW (03/10) - Notice Information CGL E5404 CW (03/10) - Exclusion - Personal Information CGL E5407 CW (03/10) - Exclusion - Professional Services CGL E5408 CW (03/10)-Cancellation Provision (14 Day Full Refund) CGL E5409 CW (03/10)- Right and Duty to Select Defense Counsel CGL E5421 CW (02/14)-Additional Insured -Automatic Status IL 01 46 08 10-Washington Common Policy Conditions IL 01 98 09 08 - Nuclear Energy Liability Exclusion Endorsement(Broad Form) CG 00 68 05 09 - Recording and Distribution of Material or Information in Violation of Law Exclusion CG 21 41 11 85 - Exclusion - Intercompany Products Suits CG 01 81 05 08 -Washington Changes CG 21 70 01 15 - Cap On Losses From Certified Acts Of Terrorism IL 09 85 01 15- Disclosure Pursuant To Terrorism Risk Insurance Act INT N001 CW (01/09)- Economic And Trade Sanctions Policyholder Notice INT D001 01 10 Page 1 of 1 170 HIscox encourage courage- Policy 00 H ISCO COMMERCIAL GENERAL LIABILITY CG 00 01 12 07 COMMERCIAL GENERAL LIA UTY COVERAGE FORM Various provisions in this policy restrict coverage. b. This insurance applies to "bodily injury" and Read the entire policy carefully to determine rights, "property damage" only if: duties and what is and is not covered. (1) The "bodily injury" or "property damage" is Throughout this policy the words "you" and "your" caused by an "occurrence" that takes place refer to the Named Insured shown in the Declarations, in the "coverage territory"; and any other person or organization qualifying as a (2) The "bodily injury" or "property damage" Named Insured under this policy. The words "we", occurs during the policy period; and "us" and "our" refer to the company providing this insurance. (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is The word "insured" means any person or organization An Insured and no "employee" authorized qualifying as such under Section II — Who Is An In- by you to give or receive notice of an "oc- sured. currence" or claim, knew that the "bodily in- Other words and phrases that appear in quotation jury" or "property damage" had occurred, in marks have special meaning. Refer to Section V — whole or in part. If such a listed insured or Definitions. authorized "employee" knew, prior to the SECTION I—COVERAGES policy period, that the "bodily injury" or COVERAGE A BODILY INJURY AND PROPERTY "property damage" occurred, then any con- DAMAGE LIABILITY tinuation, change or resumption of such "bodily injury" or "property damage" during 1. Insuring Agreement or after the policy period will be deemed to a. We will pay those sums that the insured be- have been known prior to the policy period. comes legally obligated to pay as damages c. "Bodily injury" or "property damage" which because of"bodily injury" or"property damage" occurs during the policy period and was not, to which this insurance applies. We will have prior to the policy period, known to have oc- the right and duty to defend the insured against curred by any insured listed under Paragraph any "suit" seeking those damages. However, 1. of Section II — Who Is An Insured or any we will have no duty to defend the insured "employee" authorized by you to give or re- against any "suit" seeking damages for "bodily ceive notice of an "occurrence" or claim, in- injury" or "property damage" to which this in- cludes any continuation, change or resumption surance does not apply. We may, at our discre- of that "bodily injury" or "property damage" af- tion, investigate any "occurrence" and settle ter the end of the policy period. any claim or"suit" that may result. But: d. "Bodily injury" or "property damage" will be (1) The amount we will pay for damages is deemed to have been known to have occurred limited as described in Section III — Limits at the earliest time when any insured listed un- Of Insurance; and der Paragraph 1. of Section II — Who Is An In- sured or any "employee" authorized by you to (2) Our right and duty to defend ends when we have used up the applicable limit of insur- give or receive notice of an "occurrence" or ance in the payment of judgments or set- claim: tlements under Coverages A or B or medi- (1) Reports all, or any part, of the "bodily injury" cal expenses under Coverage C. or "property damage" to us or any other in- No other obligation or liability to pay sums or surer; perform acts or services is covered unless ex- (2) Receives a written or verbal demand or plicitly provided for under Supplementary Pay- claim for damages because of the "bodily ments—Coverages A and B. injury" or"property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has oc- curred or has begun to occur. CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 1 of 16 ❑ e. Damages because of "bodily injury" include c. Liquor Liability damages claimed by any person or organiza- "Bodily injury" or "property damage" for which tion for care, loss of services or death resulting any insured may be held liable by reason of: at any time from the bodily injury". (1) Causing or contributing to the intoxication of 2. Exclusions any person; This insurance does not apply to: (2) The furnishing of alcoholic beverages to a a. Expected Or Intended Injury person under the legal drinking age or un- "Bodily injury" or "property damage" expected der the influence of alcohol; or or intended from the standpoint of the insured. (3) Any statute, ordinance or regulation relating This exclusion does not apply to "bodily injury" to the sale, gift, distribution or use of alco- resulting from the use of reasonable force to holic beverages. protect persons or property. This exclusion applies only if you are in the b. Contractual Liability business of manufacturing, distributing, selling, "Bodily injury" or "property damage" for which serving or furnishing alcoholic beverages. the insured is obligated to pay damages by d. Workers' Compensation And Similar Laws reason of the assumption of liability in a con- Any obligation of the insured under a workers' tract or agreement. This exclusion does not compensation, disability benefits or unem- apply to liability for damages: ployment compensation law or any similar law. (1) That the insured would have in the absence e. Employer's Liability of the contract or agreement; or (2) Assumed in a contract or agreement that is Bodily injury to: of the insured arising out of an "insured contract", provided the "bodily (1) An "employee" g injury" or "property damage" occurs subse- and in the course of: quent to the execution of the contract or (a) Employment by the insured; or agreement. Solely for the purposes of liabil- (b) Performing duties related to the conduct ity assumed in an insured contract", rea- of the insured's business; or sonable attorney fees and necessary litiga- tion expenses incurred by or for a party (2) The spouse, child, parent, brother or sister other than an insured are deemed to be of that "employee" as a consequence of damages because of "bodily injury" or Paragraph (1) above. "property damage", provided: This exclusion applies whether the insured (a) Liability to such party for, or for the cost may be liable as an employer or in any other of, that party's defense has also been capacity and to any obligation to share dam- assumed in the same "insured contract"; ages with or repay someone else who must and pay damages because of the injury. (b) Such attorney fees and litigation ex- This exclusion does not apply to liability as- penses are for defense of that party sumed by the insured under an "insured con- against a civil or alternative dispute tract". resolution proceeding in which damages to which this insurance applies are al- leged. Page 2 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 0 f. Pollution (d) At or from any premises, site or location (1) "Bodily injury" or "property damage" arising on which any insured or any contractors out of the actual, alleged or threatened dis- or subcontractors working directly or in- charge, dispersal, seepage, migration, re- directly on any insured's behalf are per- lease or escape of"pollutants": forming operations if the "pollutants" are brought on or to the premises, site or lo- (a) At or from any premises, site or location cation in connection with such opera- which is or was at any time owned or tions by such insured, contractor or sub- occupied by, or rented or loaned to, any contractor. However, this subparagraph insured. However, this subparagraph does not apply to: does not apply to: (i) "Bodily injury" or "property damage" (1) "Bodily injury" if sustained within a arising out of the escape of fuels, lu- building and caused by smoke, bricants or other operating fluids fumes, vapor or soot produced by or which are needed to perform the originating from equipment that is normal electrical, hydraulic or me- used to heat, cool or dehumidify the chanical functions necessary for the building, or equipment that is used to operation of "mobile equipment" or heat water for personal use, by the its parts, if such fuels, lubricants or building's occupants or their guests; other operating fluids escape from a (II) "Bodily injury" or "property damage" vehicle part designed to hold, store for which you may be held liable, if or receive them. This exception does you are a contractor and the owner not apply if the "bodily injury" or or lessee of such premises, site or "property damage" arises out of the location has been added to your pol- intentional discharge, dispersal or re- icy as an additional insured with re- lease of the fuels, lubricants or other spect to your ongoing operations operating fluids, or if such fuels, lu- performed for that additional insured bricants or other operating fluids are at that premises, site or location and brought on or to the premises, site or such premises, site or location is not location with the intent that they be and never was owned or occupied discharged, dispersed or released as by, or rented or loaned to, any in- part of the operations being per- sured, other than that additional in- formed by such insured, contractor sured; or or subcontractor; (Ili) "Bodily injury" or "property damage" (II) "Bodily injury" or "property damage" arising out of heat, smoke or fumes sustained within a building and from a "hostile fire"; caused by the release of gases, (b) At or from any premises, site or location fumes or vapors from materials which is or was at any time used by or brought into that building in connec- for any insured or others for the han- tion with operations being performed dling, storage, disposal, processing or by you or on your behalf by a con- treatment of waste; tractor or subcontractor; or (c) Which are or were at any time trans- (Ili) "Bodily injury" or "property damage" ported, handled, stored, treated, dis- arising out of heat, smoke or fumes posed of, or processed as waste by or from a hostile fire". for: (e) At or from any premises, site or location (i) Any insured; or on which any insured or any contractors or subcontractors working directly or in- (ii) Any person or organization for whom directly on any insured's behalf are per- you may be legally responsible; or forming 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 ef- fects of, "pollutants". CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 3 of 16 13 (2) Any loss, cost or expense arising out of (5) "Bodily injury" or "property damage" arising any: out of: (a) Request, demand, order or statutory or (a) The operation of machinery or equip- regulatory requirement that any insured ment that is attached to, or part of, a or others test for, monitor, clean up, re- land vehicle that would qualify under the move, contain, treat, detoxify or neutral- definition of"mobile equipment" if it were ize, or in any way respond to, or assess not subject to a compulsory or financial the effects of, "pollutants"; or responsibility law or other motor vehicle (b) Claim or "suit" by or on behalf of a gov- insurance law in the state where it is li- ernmental authority for damages be- censed or principally garaged; or cause of testing for, monitoring, cleaning (b) the operation of any of the machinery or up, removing, containing, treating, de- equipment listed in Paragraph f.(2) or toxifying or neutralizing, or in any way f.(3) of the definition of "mobile equip- responding to, or assessing the effects ment". of, "pollutants". h. Mobile Equipment However, this paragraph does not apply to "Bodily injury" or "property damage" arising out liability for damages because of "property of: damage that the insured would have in the absence of such request, demand, order or (1) The transportation of"mobile equipment" by statutory or regulatory requirement, or such an "auto" owned or operated by or rented or claim or "suit" by or on behalf of a govern- loaned to any insured; or mental authority. (2) The use of "mobile equipment" in, or while g. Aircraft, Auto Or Watercraft in practice for, or while being prepared for, "Bodily injury" or "property damage" arising out any prearranged racing, speed, demolition, of the ownership, maintenance, use or en- or stunting activity. trustment to others of any aircraft, "auto"or wa- i. War tercraft owned or operated by or rented or "Bodily injury" or "property damage", however loaned to any insured. Use includes operation caused, arising, directly or indirectly, out of: and "loading or unloading". (1) War, including undeclared or civil war; This exclusion applies even if the claims (2) Warlike action by a military force, including against any insured allege negligence or other action in hindering or defending against an wrongdoing in the supervision, hiring, employ- actual or expected attack, by any govern- ment, training or monitoring of others by that ment, sovereign or other authority using insured, if the occurrence which caused the military personnel or other agents; or "bodily injury" or "property damage" involved the ownership, maintenance, use or entrust- (3) Insurrection, rebellion, revolution, usurped ment to others of any aircraft, "auto" or water- power, or action taken by governmental au- craft that is owned or operated by or rented or thority in hindering or defending against any loaned to any insured. of these. This exclusion does not apply to: j. Damage To Property (1) A watercraft while ashore on premises you "Property damage"to: own or rent; (1) Property you own, rent, or occupy, including (2) A watercraft you do not own that is: any costs or expenses incurred by you, or (a) Less than 26 feet long; and any other person, organization or entity, for repair, replacement, enhancement, restora- (b) Not being used to carry persons or tion or maintenance of such property for property for a charge; any reason, including prevention of injury to (3) Parking an "auto" on, or on the ways next a person or damage to another's property; to, premises you own or rent, provided the (2) Premises you sell, give away or abandon, if "auto" is not owned by or rented or loaned the "property damage" arises out of any to you or the insured; part of those premises; (4) Liability assumed under any "insured con- (3) Property loaned to you; tract" for the ownership, maintenance or (4) Personal property in the care, custody or use of aircraft or watercraft; or control of the insured; Page 4 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 ❑ (5) That particular part of real property on This exclusion does not apply to the loss of use which you or any contractors or subcontrac- of other property arising out of sudden and ac- tors working directly or indirectly on your cidental physical injury to "your product" or behalf are performing operations, if the "your work" after it has been put to its intended "property damage" arises out of those op- use. erations; or n. Recall Of Products,Work Or Impaired (6) That particular part of any property that Property must be restored, repaired or replaced be- Damages claimed for any loss, cost or ex- cause "your work" was incorrectly per- pense incurred by you or others for the loss of formed on it. use, withdrawal, recall, inspection, repair, re- Paragraphs (1), (3) and (4) of this exclusion do placement, adjustment, removal or disposal of: not apply to "property damage" (other than (1) "Your product'; damage by fire) to premises, including the con- tents of such premises, rented to you for a pe- (2) "Your work"; or riod of 7 or fewer consecutive days. A separate (3) "Impaired property"; limit of insurance applies to Damage To Prem- if such product, work, or property is withdrawn ises Rented To You as described in Section III or recalled from the market or from use by any —Limits Of Insurance. person or organization because of a known or Paragraph (2) of this exclusion does not apply suspected defect, deficiency, inadequacy or if the premises are "your work" and were never dangerous condition in it. occupied, rented or held for rental by you. o. Personal And Advertising Injury Paragraphs (3), (4), (5) and (6) of this exclu- "Bodily injury" arising out of "personal and ad- sion do not apply to liability assumed under a vertising injury". sidetrack agreement. Paragraph (6) of this exclusion does not apply p Electronic Data to "property damage" included in the "products- Damages arising out of the loss of, loss of use completed operations hazard". of, damage to, corruption of, inability to access, k. Damage To Your Product or inability to manipulate electronic data. "Property damage"to "your product' arising out As used in this exclusion, electronic data of it or any part of it. means information, facts or programs stored as or on, created or used on, or transmitted to or I. Damage To Your Work from computer software, including systems and "Property damage" to "your work" arising out of applications software, hard or floppy disks, CD- it or any part of it and included in the "products- ROMS, tapes, drives, cells, data processing completed operations hazard". devices or any other media which are used This exclusion does not apply if the damaged with electronically controlled equipment. work or the work out of which the damage q• Distribution Of Material In Violation Of arises was performed on your behalf by a sub- Statutes contractor. "Bodily injury" or "property damage" arising di- m. Damage To Impaired Property Or Property rectly or indirectly out of any action or omission Not Physically Injured that violates or is alleged to violate: "Property damage" to "impaired property" or (1) The Telephone Consumer Protection Act property that has not been physically injured, (TCPA), including any amendment of or arising out of: addition to such law; or (1) A defect, deficiency, inadequacy or danger- (2) The CAN-SPAM Act of 2003, including any ous condition in "your product' or "your amendment of or addition to such law; or work"; or (3) Any statute, ordinance or regulation, other (2) A delay or failure by you or anyone acting than the TCPA or CAN-SPAM Act of 2003, on your behalf to perform a contract or that prohibits or limits the sending, transmit- agreement in accordance with its terms. ting, communicating or distribution of mate- rial or information. CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 5 of 16 0 Exclusions c. through n. do not apply to damage c. Material Published Prior To Policy Period by fire to premises while rented to you or tempo- "Personal and advertising injury" arising out of rarily occupied by you with permission of the oral or written publication of material whose owner. A separate limit of insurance applies to this first publication took place before the beginning coverage as described in Section III — Limits Of of the policy period. Insurance. d. Criminal Acts COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY "Personal and advertising injury" arising out of 1. Insuring Agreement a criminal act committed by or at the direction g g of the insured. a. We will pay those sums that the insured be- e. Contractual Liability comes legally obligated to pay as damages because of "personal and advertising injury" to "Personal and advertising injury" for which the which this insurance applies. We will have the insured has assumed liability in a contract or right and duty to defend the insured against agreement. This exclusion does not apply to li- any "suit" seeking those damages. However, in abs for ence damages that the in ured would ave we will have no duty to defend the insuredagreement. against any "suit" seeking damages for "per- f. Breach Of Contract sonal and advertising injury" to which this in- "Personal and advertising injury" arising out of surance does not apply. We may, at our discre- a breach of contract, except an implied con- tion, investigate any offense and settle any tract to use another's advertising idea in your claim or suit that may result. But: "advertisement". (1) The amount we will pay for damages is limited as described in Section III — Limits 9• Quality Or Performance Of Goods—Failure Of Insurance; and To Conform To Statements (2) Our right and duty to defend end when we "Personal and advertising injury" arising out of have used up the applicable limit of insur- the failure of goods, products or services to ance in the payment of judgments or set- conform with any statement of quality or per- tlements under Coverages A or B or medi- formance made in your"advertisement". cal expenses under Coverage C. h. Wrong Description Of Prices No other obligation or liability to pay sums or "Personal and advertising injury" arising out of perform acts or services is covered unless ex- the wrong description of the price of goods, plicitly provided for under Supplementary Pay- products or services stated in your "advertise- ments—Coverages A and B. ment". b. This insurance applies to "personal and adver- i. Infringement Of Copyright, Patent, tising injury" caused by an offense arising out Trademark Or Trade Secret of your business but only if the offense was "Personal and advertising injury" arising out of committed in the "coverage territory" during the the infringement of copyright, patent, trade- policy period. mark, trade secret or other intellectual property 2. Exclusions rights. Under this exclusion, such other intellec- tual property rights do not include the use of This insurance does not apply to: another's advertising idea in your "advertise- a. Knowing Violation Of Rights Of Another ment". "Personal and advertising injury" caused by or However, this exclusion does not apply to in- at the direction of the insured with the knowl- fringement, in your "advertisement", of copy- edge that the act would violate the rights of an- right, trade dress or slogan. other and would inflict "personal and advertis- j. Insureds In Media And Internet Type ing injury". Businesses b. Material Published With Knowledge Of "Personal and advertising injury" committed by Falsity an insured whose business is: Personal and advertising injury arising out of (1) Advertising, broadcasting, publishing or oral or written publication of material, if done by telecasting; or at the direction of the insured with knowl- edge of its falsity. (2) Designing or determining content of web- sites for others; or Page 6 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 ❑ (3) An Internet search, access, content or (3) Insurrection, rebellion, revolution, usurped service provider. power, or action taken by governmental au- However, this exclusion does not apply to thority in hindering or defending against any Paragraphs 14.a., b. and c. of "personal and of these. advertising injury" under the Definitions Sec- p. Distribution Of Material In Violation Of tion. Statutes For the purposes of this exclusion, the placing "Personal and advertising injury" arising di- of frames, borders or links, or advertising, for rectly or indirectly out of any action or omission you or others anywhere on the Internet, is not that violates or is alleged to violate: by itself, considered the business of advertis- (1) The Telephone Consumer Protection Act ing, broadcasting, publishing or telecasting. (TCPA), including any amendment of or k. Electronic Chatrooms Or Bulletin Boards addition to such law; or "Personal and advertising injury" arising out of (2) The CAN-SPAM Act of 2003, including any an electronic chatroom or bulletin board the in- amendment of or addition to such law; or sured hosts, owns, or over which the insured (3) Any statute, ordinance or regulation, other exercises control. than the TCPA or CAN-SPAM Act of 2003, I. Unauthorized Use Of Another's Name Or that prohibits or limits the sending, transmit- Product ting, communicating or distribution of mate- "Personal and advertising injury" arising out of rial or information. the unauthorized use of another's name or COVERAGE C MEDICAL PAYMENTS product in your e-mail address, domain name 1. Insuring Agreement or metatag, or any other similar tactics to mis- lead a. We will a medical expenses as described another s potential customers. pay p m. Pollution below for"bodily injury"caused by an accident: "Personal and advertising injury" arising out of (1) On premises you own or rent; the actual, alleged or threatened discharge, (2) On ways next to premises you own or rent; dispersal, seepage, migration, release or es- or cape of"pollutants" at any time. (3) Because of your operations; n. Pollution-Related provided that: Any loss, cost or expense arising out of any: (a) The accident takes place in the "cover- (1) Request, demand, order or statutory or age territory" and during the policy pe- regulatory requirement that any insured or riod; others test for, monitor, clean up, remove, (b) The expenses are incurred and reported contain, treat, detoxify or neutralize, or in to us within one year of the date of the any way respond to, or assess the effects accident; and of, "pollutants"; or (c) The injured person submits to examina- (2) Claim or suit by or on behalf of a govern- tion, at our expense, by physicians of mental authority for damages because of our choice as often as we reasonably testing for, monitoring, cleaning up, remov- require. ing, containing, treating, detoxifying or neu- b. We will make these payments regardless of tralizing, or in any way responding to, or fault. These payments will not exceed the ap- assessing the effects of, "pollutants". plicable limit of insurance. We will pay reason- o. War able expenses for: "Personal and advertising injury", however (1) First aid administered at the time of an caused, arising, directly or indirectly, out of: accident; (1) War, including undeclared or civil war; (2) Necessary medical, surgical, x-ray and (2) Warlike action by a military force, including dental services, including prosthetic de- action in hindering or defending against an vices; and actual or expected attack, by any govern- (3) Necessary ambulance, hospital, profes- ment, sovereign or other authority using sional nursing and funeral services. military personnel or other agents; or CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 7 of 16 ❑ 2. Exclusions f. Prejudgment interest awarded against the We will not pay expenses for"bodily injury": insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of a. Any Insured insurance, we will not pay any prejudgment in- To any insured, except"volunteer workers". terest based on that period of time after the of- b. Hired Person fer. To a person hired to do work for or on behalf of g• All interest on the full amount of any judgment any insured or a tenant of any insured. that accrues after entry of the judgment and before we have paid, offered to pay, or depos- c. Injury On Normally Occupied Premises ited in court the part of the judgment that is To a person injured on that part of premises within the applicable limit of insurance. you own or rent that the person normally occu- These payments will not reduce the limits of insur- pies. ance. d. Workers Compensation And Similar Laws 2. If we defend an insured against a "suit" and an To a person, whether or not an "employee" of indemnitee of the insured is also named as a party any insured, if benefits for the "bodily injury" to the "suit", we will defend that indemnitee if all of are payable or must be provided under a work- the following conditions are met: ers' compensation or disability benefits law or a a. The "suit" against the indemnitee seeks dam- similar law. ages for which the insured has assumed the li- e. Athletics Activities ability of the indemnitee in a contract or agree- To a person injured while practicing, instructing ment that is an "insured contract"; or participating in any physical exercises or b. This insurance applies to such liability as- games, sports, or athletic contests. sumed by the insured; f. Products-Completed Operations Hazard c. The obligation to defend, or the cost of the Included within the "products-completed opera- defense of, that indemnitee, has also been as- tions hazard". sumed by the insured in the same insured contract"; g. Coverage A Exclusions d. The allegations in the "suit" and the information Excluded under Coverage A. we know about the "occurrence" are such that SUPPLEMENTARY PAYMENTS—COVERAGES A no conflict appears to exist between the inter- AND B ests of the insured and the interests of the in- 1. We will pay, with respect to any claim we investi- demnitee; gate or settle, or any "suit" against an insured we e. The indemnitee and the insured ask us to defend: conduct and control the defense of that indem- nitee against such "suit" and agree that we can p assign the same counsel to defend the insured b. Up to $250 for cost of bail bonds required and the indemnitee; and because of accidents or traffic law violations f. The indemnitee: arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We (1) Agrees in writing to: do not have to furnish these bonds. (a) Cooperate with us in the investigation, c. The cost of bonds to release attachments, but settlement or defense of the "suit"; only for bond amounts within the applicable (b) Immediately send us copies of any limit of insurance. We do not have to furnish demands, notices, summonses or legal these bonds. papers received in connection with the d. All reasonable expenses incurred by the in- "suit"; sured at our request to assist us in the investi- (c) Notify any other insurer whose coverage gation or defense of the claim or "suit", includ- is available to the indemnitee; and ing actual loss of earnings up to $250 a day (d) Cooperate with us with respect to coor- because of time off from work. dinating other applicable insurance e. All court costs taxed against the insured in the available to the indemnitee; and "suit". However, these payments do not include (2) Provides us with written authorization to: attorneys' fees or attorneys' expenses taxed against the insured. (a) Obtain records and other information related to the "suit"; and Page 8 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 ❑ (b) Conduct and control the defense of the 2. Each of the following is also an insured: indemnitee in such "suit". a. Your "volunteer workers" only while performing So long as the above conditions are met, attor- duties related to the conduct of your business, neys' fees incurred by us in the defense of that in- or your "employees", other than either your demnitee, necessary litigation expenses incurred "executive officers" (if you are an organization by us and necessary litigation expenses incurred other than a partnership,joint venture or limited by the indemnitee at our request will be paid as liability company) or your managers (if you are Supplementary Payments. Notwithstanding the a limited liability company), but only for acts provisions of Paragraph 2.b.(2) of Section I —Cov- within the scope of their employment by you or erage A — Bodily Injury And Property Damage Li- while performing duties related to the conduct ability, such payments will not be deemed to be of your business. However, none of these "em- damages for"bodily injury" and "property damage" ployees" or "volunteer workers" are insureds and will not reduce the limits of insurance. for: Our obligation to defend an insured's indemnitee (1) "Bodily injury" or "personal and advertising and to pay for attorneys' fees and necessary litiga- injury": tion expenses as Supplementary Payments ends (a) To you, to your partners or members (if when we have used up the applicable limit of in- you are a partnership or joint venture), surance in the payment of judgments or settle- to your members (if you are a limited li- ments or the conditions set forth above, or the ability company), to a co-"employee" terms of the agreement described in Paragraph f. while in the course of his or her em- above, are no longer met. ployment or performing duties related to SECTION II—WHO IS AN INSURED the conduct of your business, or to your 1. If you are designated in the Declarations as: other "volunteer workers" while perform- ing duties related to the conduct of your a. An individual, you and your spouse are insur- business; eds, but only with respect to the conduct of a business of which you are the sole owner. (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volun- b. A partnership or joint venture, you are an in- teer worker" as a consequence of Para- sured. Your members, your partners, and their graph (1)(a) above; spouses are also insureds, but only with re- For which there is any obligation to spect to the conduct of your business. (c) share damages with or repay someone c. A limited liability company, you are an insured. else who must pay damages because of Your members are also insureds, but only with the injury described in Paragraphs (1)(a) respect to the conduct of your business. Your or(b) above; or managers are insureds, but only with respect to their duties as your managers. (d) Arising out of his or her providing or failing to provide professional health d. An organization other than a partnership, joint care services. venture or limited liability company, you are an insured. Your "executive officers" and directors (2) "Property damage"to property: are insureds, but only with respect to their du- (a) Owned, occupied or used by, ties as your officers or directors. Your stock- (b) Rented to, in the care, custody or con- holders are also insureds, but only with respect trol of, or over which physical control is to their liability as stockholders. being exercised for any purpose by e. A trust, you are an insured. Your trustees are you, any of your "employees", "volunteer also insureds, but only with respect to their du- workers", any partner or member (if you are ties as trustees. a partnership or joint venture), or any mem- ber(if you are a limited liability company). CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 9 of 16 ❑ b. Any person (other than your "employee" or 3. The Products-Completed Operations Aggregate "volunteer worker"), or any organization while Limit is the most we will pay under Coverage A for acting as your real estate manager. damages because of "bodily injury" and "property c. Any person or organization having proper damage" included in the "products-completed op- temporary custody of your property if you die, erations hazard". but only: 4. Subject to Paragraph 2. above, the Personal and (1) With respect to liability arising out of the Advertising Injury Limit is the most we will pay un- maintenance or use of that property; and der Coverage B for the sum of all damages be- cause of all "personal and advertising injury" sus- (2) Until your legal representative has been tained by any one person or organization. appointed. 5. Subject to Paragraph 2. or 3. above, whichever d. Your legal representative if you die, but only applies, the Each Occurrence Limit is the most we with respect to duties as such. That represen- will pay for the sum of: tative will have all your rights and duties under this Coverage Part. a. Damages under Coverage A; and 3. Any organization you newly acquire or form, other b. Medical expenses under Coverage C than a partnership, joint venture or limited liability because of all "bodily injury" and "property dam- company, and over which you maintain ownership age" arising out of any one "occurrence". or majority interest, will qualify as a Named In- 6. Subject to Paragraph 5. above, the Damage To sured if there is no other similar insurance avail- Premises Rented To You Limit is the most we will able to that organization. However: pay under Coverage A for damages because of a. Coverage under this provision is afforded only "property damage" to any one premises, while until the 90th day after you acquire or form the rented to you, or in the case of damage by fire, organization or the end of the policy period, while rented to you or temporarily occupied by you whichever is earlier; with permission of the owner. b. Coverage A does not apply to "bodily injury" or 7. Subject to Paragraph 5. above, the Medical Ex- "property damage" that occurred before you pense Limit is the most we will pay under Cover- acquired or formed the organization; and age C for all medical expenses because of "bodily c. Coverage B does not apply to "personal and injury" sustained by any one person. advertising injury" arising out of an offense The Limits of Insurance of this Coverage Part apply committed before you acquired or formed the separately to each consecutive annual period and to organization. any remaining period of less than 12 months, starting No person or organization is an insured with respect with the beginning of the policy period shown in the to the conduct of any current or past partnership, joint Declarations, unless the policy period is extended venture or limited liability company that is not shown after issuance for an additional period of less than 12 as a Named Insured in the Declarations. months. In that case, the additional period will be deemed part of the last preceding period for purposes SECTION III —LIMITS OF INSURANCE of determining the Limits of Insurance. 1. The Limits of Insurance shown in the Declarations SECTION IV—COMMERCIAL GENERAL LIABILITY and the rules below fix the most we will pay re- CONDITIONS gardless of the number of: 1. Bankruptcy a. Insureds; Bankruptcy or insolvency of the insured or of the b. Claims made or"suits" brought; or insured's estate will not relieve us of our obliga- c. Persons or organizations making claims or tions under this Coverage Part. bringing "suits". 2. Duties In The Event Of Occurrence, Offense, 2. The General Aggregate Limit is the most we will Claim Or Suit pay for the sum of: a. You must see to it that we are notified as soon a. Medical expenses under Coverage C; as practicable of an "occurrence" or an offense b. Damages under Coverage A, except damages which may result in a claim. To the extent pos- because of"bodily injury" or"property damage" sible, notice should include: included in the "products-completed operations (1) How, when and where the "occurrence" or hazard"; and offense took place; c. Damages under Coverage B. (2) The names and addresses of any injured persons and witnesses; and Page 10 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 ❑ (3) The nature and location of any injury or 4. Other Insurance damage arising out of the "occurrence" or If other valid and collectible insurance is available offense. to the insured for a loss we cover under Cover- b. If a claim is made or "suit" is brought against ages A or B of this Coverage Part, our obligations any insured, you must: are limited as follows: (1) Immediately record the specifics of the a. Primary Insurance claim or"suit" and the date received; and This insurance is primary except when Para- (2) Notify us as soon as practicable. graph b. below applies. If this insurance is pri- You must see to it that we receive written no- mary, our obligations are not affected unless tice of the claim or "suit" as soon as practica- any of the other insurance is also primary. ble. Then, we will share with all that other insur- ance by the method described in Paragraph c. c. You and any other involved insured must: below. (1) Immediately send us copies of any de- b. Excess Insurance mands, notices, summonses or legal pa- pers received in connection with the claim (1) This insurance is excess over: or"suit"; (a) Any of the other insurance, whether (2) Authorize us to obtain records and other primary, excess, contingent or on any information; other basis: (3) Cooperate with us in the investigation or (i) That is Fire, Extended Coverage, settlement of the claim or defense against Builder's Risk, Installation Risk or the "suit"; and similar coverage for"your work"; (4) Assist us, upon our request, in the en- (II) That is Fire insurance for premises forcement of any right against any person rented to you or temporarily occu- or organization which may be liable to the pied by you with permission of the insured because of injury or damage to owner; which this insurance may also apply. (ill) That is insurance purchased by you d. No insured will, except at that insured's own to cover your liability as a tenant for cost, voluntarily make a payment, assume any "property damage" to premises obligation, or incur any expense, other than for rented to you or temporarily first aid, without our consent. pied by you with permission offhe the owner; or 3. Legal Action Against Us (iv) If the loss arises out of the mainte- No person or organization has a right under this nance or use of aircraft, "autos" or Coverage Part: watercraft to the extent not subject to a. To join us as a party or otherwise bring us into Exclusion g. of Section I — Coverage a "suit" asking for damages from an insured; or A — Bodily Injury And Property Dam- b. To sue us on this Coverage Part unless all of age Liability. its terms have been fully complied with. (b) Any other primary insurance available to A person or organization may sue us to recover on you covering liability for damages aris- an agreed settlement or on a final judgment ing out of the premises or operations, or against an insured; but we will not be liable for the products and completed operations, damages that are not payable under the terms of for which you have been added as an this Coverage Part or that are in excess of the ap- additional insured by attachment of an plicable limit of insurance. An agreed settlement endorsement. means a settlement and release of liability signed (2) When this insurance is excess, we will have by us, the insured and the claimant or the claim- no duty under Coverages A or B to defend ant's legal representative. the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer de- fends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 11 of 16 ❑ (3) When this insurance is excess over other c. We have issued this policy in reliance upon insurance, we will pay only our share of the your representations. amount of the loss, if any, that exceeds the 7, Separation Of Insureds sum of: Except with respect to the Limits of Insurance, and (a) The total amount that all such other any rights or duties specifically assigned in this insurance would pay for the loss in the Coverage Part to the first Named Insured, this in- absence of this insurance; and surance applies: (b) The total of all deductible and self- a. As if each Named Insured were the only insured amounts under all that other in- Named Insured; and surance. b. Separately to each insured against whom claim (4) We will share the remaining loss, if any, is made or"suit" is brought. with any other insurance that is not de- scribed in this Excess Insurance provision 8. Transfer Of Rights Of Recovery Against Others and was not bought specifically to apply in To Us excess of the Limits of Insurance shown in If the insured has rights to recover all or part of the Declarations of this Coverage Part. any payment we have made under this Coverage c. Method Of Sharing Part, those rights are transferred to us. The in- sured must do nothing after loss to impair them. At If all of the other insurance permits contribution our request, the insured will bring suit or transfer by equal shares, we will follow this method those rights to us and help us enforce them. also. Under this approach each insurer con- tributes equal amounts until it has paid its ap- 9• When We Do Not Renew plicable limit of insurance or none of the loss If we decide not to renew this Coverage Part, we remains, whichever comes first. will mail or deliver to the first Named Insured If any of the other insurance does not permit shown in the Declarations written notice of the contribution by equal shares, we will contribute nonrenewal not less than 30 days before the expi- by limits. Under this method, each insurer's ration date. share is based on the ratio of its applicable If notice is mailed, proof of mailing will be sufficient limit of insurance to the total applicable limits of proof of notice. insurance of all insurers. SECTION V—DEFINITIONS 5. Premium Audit 1. "Advertisement" means a notice that is broadcast a. We will compute all premiums for this Cover- or published to the general public or specific mar- age Part in accordance with our rules and ket segments about your goods, products or ser- rates. vices for the purpose of attracting customers or b. Premium shown in this Coverage Part as ad- supporters. For the purposes of this definition: vance premium is a deposit premium only. At a. Notices that are published include material the close of each audit period we will compute placed on the Internet or on similar electronic the earned premium for that period and send means of communication; and notice to the first Named Insured. The due date b. Regarding web-sites, only that part of a web- for audit and retrospective premiums is the site that is about your goods, products or ser- date shown as the due date on the bill. If the vices for the purposes of attracting customers sum of the advance and audit premiums paid or supporters is considered an advertisement. for the policy period is greater than the earned premium, we will return the excess to the first 2. "Auto" means: Named Insured. a. A land motor vehicle, trailer or semitrailer de- c. The first Named Insured must keep records of signed for travel on public roads, including any the information we need for premium computa- attached machinery or equipment; or tion, and send us copies at such times as we b. Any other land vehicle that is subject to a com- may request. pulsory or financial responsibility law or other 6. Representations motor vehicle insurance law in the state where By accepting this policy, you agree: it is licensed or principally garaged. a. The statements in the Declarations are accu- However, "auto" does not include "mobile equip- ment". rate and complete; b. Those statements are based upon representa- tions you made to us; and Page 12 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 0 3. "Bodily injury" means bodily injury, sickness or 9. "Insured contract" means: disease sustained by a person, including death re- a. A contract for a lease of premises. However, sulting from any of these at any time. that portion of the contract for a lease of prem- 4. "Coverage territory" means: ises that indemnifies any person or organiza- a. The United States of America (including its tion for damage by fire to premises while territories and possessions), Puerto Rico and rented to you or temporarily occupied by you Canada; with permission of the owner is not an "insured contract"; b. International waters or airspace, but only if the injury or damage occurs in the course of travel b. A sidetrack agreement; or transportation between any places included c. Any easement or license agreement, except in in Paragraph a. above; or connection with construction or demolition op- c. All other parts of the world if the injury or dam- erations on or within 50 feet of a railroad; age arises out of: d. An obligation, as required by ordinance, to (1) Goods or products made or sold by you in indemnify a municipality, except in connection the territory described in Paragraph a. with work for a municipality; above; e. An elevator maintenance agreement; (2) The activities of a person whose home is in f. That part of any other contract or agreement the territory described in Paragraph a. pertaining to your business (including an in- above, but is away for a short time on your demnification of a municipality in connection business; or with work performed for a municipality) under (3) "Personal and advertising injury" offenses which ho ssu'bod bodily injury"the liability off another that take place through the Internet or simi- party to pay y n y "property p y r lar electronic means of communication age" to a third person or organization. Tort li- ability means a liability that would be imposed provided the insured's responsibility to pay dam- by law in the absence of any contract or ages is determined in a "suit" on the merits, in the agreement. territory described in Paragraph a. above or in a settlement we agree to. Paragraph f. does not include that part of any contract or agreement: 5. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". (1) That indemnifies a railroad for"bodily injury" or "property damage" arising out of con- 6. "Executive officer" means a person holding any of struction or demolition operations, within 50 the officer positions created by your charter, con- feet of any railroad property and affecting stitution, by-laws or any other similar governing any railroad bridge or trestle, tracks, road- document. beds, tunnel, underpass or crossing; 7. "Hostile fire" means one which becomes uncon- (2) That indemnifies an architect, engineer or trollable or breaks out from where it was intended surveyor for injury or damage arising out of: to be. (a) Preparing, approving, or failing to pre- 8. "Impaired property" means tangible property, other pare or approve, maps, shop drawings, than "your product" or "your work", that cannot be opinions, reports, surveys, field orders, used or is less useful because: change orders or drawings and specifi- a. It incorporates "your product" or "your work" cations; or that is known or thought to be defective, defi- (b) Giving directions or instructions, or cient, inadequate or dangerous; or failing to give them, if that is the primary b. You have failed to fulfill the terms of a contract cause of the injury or damage; or or agreement; (3) Under which the insured, if an architect, if such property can be restored to use by the re- engineer or surveyor, assumes liability for pair, replacement, adjustment or removal of "your an injury or damage arising out of the in- product" or "your work" or your fulfilling the terms sured's rendering or failure to render pro- of the contract or agreement. fessional services, including those listed in (2) above and supervisory, inspection, ar- chitectural or engineering activities. CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 13 of 16 ❑ 10."Leased worker" means a person leased to you by However, self-propelled vehicles with the fol- a labor leasing firm under an agreement between lowing types of permanently attached equip- you and the labor leasing firm, to perform duties ment are not "mobile equipment" but will be related to the conduct of your business. "Leased considered "autos": worker" does not include a "temporary worker". (1) Equipment designed primarily for: 11."Loading or unloading" means the handling of (a) Snow removal; property: a. After it is moved from the place where it is (b) Road maintenance, but not construction accepted for movement into or onto an aircraft, or resurfacing;watercraft or"auto"; (c) Street cleaning;; b. While it is in or on an aircraft, watercraft or (2) Cherry pickers and similar devices mounted "auto"; or on automobile or truck chassis and used to c. While it is being moved from an aircraft, water- raise or lower workers; and craft or"auto" to the place where it is finally de- (3) Air compressors, pumps and generators, livered; including spraying, welding, building clean- ing,unloading" geophysical exploration, lighting and but "loading g well servicing equipment. movement of property by means of a mechanical device, other than a hand truck, that is not at- However, "mobile equipment" does not include tached to the aircraft, watercraft or"auto". any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehi- 12. Mobile equipment,� means any of the following cle insurance law in the state where it is licensed types of land vehicles, including any attached ma- or principally garaged. Land vehicles subject to a chinery or equipment: compulsory or financial responsibility law or other a. Bulldozers, farm machinery, forklifts and other motor vehicle insurance law are considered vehicles designed for use principally off public "autos". roads; 13."Occurrence" means an accident, including con- b. Vehicles maintained for use solely on or next to tinuous or repeated exposure to substantially the premises you own or rent; same general harmful conditions. c. Vehicles that travel on crawler treads; 14."Personal and advertising injury" means injury, d. Vehicles, whether self-propelled or not, main- including consequential "bodily injury", arising out tained primarily to provide mobility to perma- of one or more of the following offenses: nently mounted: a. False arrest, detention or imprisonment; (1) Power cranes, shovels, loaders, diggers or b. Malicious prosecution; drills; or c. The wrongful eviction from, wrongful entry into, (2) Road construction or resurfacing equipment or invasion of the right of private occupancy of such as graders, scrapers or rollers; a room, dwelling or premises that a person oc- e. Vehicles not described in Paragraph a., b., c. cupies, committed by or on behalf of its owner, or d. above that are not self-propelled and are landlord or lessor; maintained primarily to provide mobility to per- d. Oral or written publication, in any manner, of manently attached equipment of the following material that slanders or libels a person or or- types: ganization or disparages a person's or organi- (1) Air compressors, pumps and generators, zation's goods, products or services; including spraying, welding, building clean- e. Oral or written publication, in any manner, of ing, geophysical exploration, lighting and material that violates a person's right of pri- well servicing equipment; or vacy; (2) Cherry pickers and similar devices used to If. The use of another's advertising idea in your raise or lower workers; "advertisement"; or f. Vehicles not described in Paragraph a., b., c. g. Infringing upon another's copyright, trade dress or d. above maintained primarily for purposes or slogan in your"advertisement". other than the transportation of persons or cargo. Page 14 of 16 © ISO Properties, Inc., 2006 CG 00 01 12 07 ❑ 15."Pollutants" mean any solid, liquid, gaseous or b. Loss of use of tangible property that is not thermal irritant or contaminant, including smoke, physically injured. All such loss of use shall be vapor, soot, fumes, acids, alkalis, chemicals and deemed to occur at the time of the "occur- waste. Waste includes materials to be recycled, rence"that caused it. reconditioned or reclaimed. For the purposes of this insurance, electronic data 16."Products-completed operations hazard": is not tangible property. a. Includes all "bodily injury" and "property dam- As used in this definition, electronic data means age" occurring away from premises you own or information, facts or programs stored as or on, rent and arising out of "your product" or "your created or used on, or transmitted to or from com- work" except: puter software, including systems and applications (1) Products that are still in your physical pos- software, hard or floppy disks, CD-ROMS, tapes, session; or drives, cells, data processing devices or any other media which are used with electronically controlled (2) Work that has not yet been completed or equipment. abandoned. However, "your work" will be deemed completed at the earliest of the fol- 18."Suit" means a civil proceeding in which damages lowing times: because of "bodily injury", "property damage" or personal and advertising injury to which this in- ( ) Y surance applies are alleged. "Suit" includes: a When all of the work called for in our contract has been completed. a. An arbitration proceeding in which such dam- (b) When all of the work to be done at the ages are claimed and to which the insured job site has been completed if your con- must submit or does submit with our consent; tract calls for work at more than one job or site. b. Any other alternative dispute resolution pro- (c) When that part of the work done at a job ceeding in which such damages are claimed site has been put to its intended use by and to which the insured submits with our con- any person or organization other than sent. another contractor or subcontractor working on the same project. 19."Temporary worker" means a person who is fur- nished to you to substitute for a permanent "em- Work that may need service, maintenance, ployee" on leave or to meet seasonal or short-term correction, repair or replacement, but which workload conditions. is otherwise complete, will be treated as 20."Volunteer worker" means a person who is not completed. your"employee", and who donates his or her work b. Does not include bodily injury or property and acts at the direction of and within the scope of damage" arising out of: duties determined by you, and is not paid a fee, (1) The transportation of property, unless the salary or other compensation by you or anyone injury or damage arises out of a condition in else for their work performed for you. or on a vehicle not owned or operated by 21."Your product": you, and that condition was created by the "loading or unloading" of that vehicle by any a. Means: insured; (1) Any goods or products, other than real (2) The existence of tools, uninstalled equip- property, manufactured, sold, handled, dis- ment or abandoned or unused materials; or tributed or disposed of by: (3) Products or operations for which the classi- (a) You; fication, listed in the Declarations or in a (b) Others trading under your name; or policy schedule, states that products- (c) A person or organization whose busi- completed operations are subject to the ness or assets you have acquired; and General Aggregate Limit. (2) Containers (other than vehicles), materials, 17."Property damage" means: parts or equipment furnished in connection a. Physical injury to tangible property, including with such goods or products. all resulting loss of use of that property. All b. Includes: such loss of use shall be deemed to occur at the time of the physical injury that caused it; or (1) Warranties or representations made at any time with respect to the fitness, quality, du- rability, performance or use of "your prod- uct"; and CG 00 01 12 07 © ISO Properties, Inc., 2006 Page 15 of 16 13 (2) The providing of or failure to provide warn- ings or instructions. c. Does not include vending machines or other property rented to or located for the use of oth- ers but not sold. 22."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, du- rability, performance or use of "your work", and (2) The providing of or failure to provide warn- ings or instructions. Page 16 of 16 ©ISO Properties, Inc., 2006 CG 00 01 12 07 ❑ -Am HISCOX encourage courage• E rat IPA HSCOXHiscox Insurance Company Inc. Policy Number: UDC-1985648-CGL-21 Named Insured: INTERCOM Language Services, Corp. Endorsement Number: 1 Endorsement Effective: May 25, 2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DEHNITION OF EMPLOYEE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART In Section V — DEFINITIONS, Definition 5. "Employee" is deleted and replaced with the following: 5. "Employee" includes a "leased worker" and a "temporary worker". CGL E5401 CW(03/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 0 ZOX Hiscox Insurance Company Inc. Policy Number: UDC-1985648-CGL-21 Named Insured: INTERCOM Language Services, Corp. Endorsement Number: 2 Endorsement Effective: May 25, 2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE INFORMATION ATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Where To Send Notice Phone: 866-424-8508 Email: reportaclaim@hiscox.com Mail: Hiscox 520 Madison Avenue-32nd Floor Attn: Direct Claims New York, NY, 10022 Subparagraph 2. Duties In The Event Of Occur- rence, Offense, Claim Or Suit in Section IV — COMMERCIAL GENERAL LIABILITY CONDI- TIONS is amended to include the following: Any notification required by this policy shall be pro- vided to us at the address listed in the above SCHEDULE. CGL E5403 CW(03/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 6i",4v HSCOXHiscox Insurance Company Inc. Policy Number: UDC-1985648-CGL-21 Named Insured: INTERCOM Language Services, Corp. Endorsement Number: 3 Endorsement Effective: May 25, 2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - PERSONAL INFORMATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Paragraph 2. Exclusions under Section I — COV- ERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY, COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY, and COVERAGE C — MEDICAL PAYMENTS is amended to include the following exclusion: Personal Information "Bodily injury", "property damage" or "personal and advertising injury" caused by the insured's failure to protect any non-public, personally identifiable infor- mation in the insured's care, custody or control. CGL E5404 CW(03/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. 4e% HI O Hiscox Insurance Company Inc. Policy Number: UDC-1985648-CGL-21 Named Insured: INTERCOM Language Services, Corp. Endorsement Number: 4 Endorsement Effective: May 25, 2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - PROFESSIONAL SERVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Paragraph 2. Exclusions under Section I— This exclusion applies even if the claims allege neg- COVERAGE A — BODILY INJURY AND PROPER- ligence or other wrongdoing in the supervision, hir- TY DAMAGE LIABILITY, and COVERAGE B — ing, employment, training or monitoring of others by PERSONAL AND ADVERTISING INJURY an insured, if the "occurrence" which caused the LIABILITY, is amended to include the following "bodily injury" or "property damage", or the offense exclusion: which caused the "personal and advertising injury", involved the rendering or failure to render any pro- fessional service. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" caused by the rendering or failure to render any professional service. CGL E5407 CW (03/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. HSCOXHiscox Insurance Company Inc. Policy Number: UDC-1985648-CGL-21 Named Insured: INTERCOM Language Services, Corp. Endorsement Number: 5 Endorsement Effective: May 25,2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CACL T SON PROVISION (14 DAY FULL REFUND) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART All Coverage Parts included in this policy are subject to the following condition: Notwithstanding anything in the "COMMON POLICY CONDITIONS" or any other cancellation provision to the contrary, if the first Named Insured cancels within 14 days of the inception of the policy period shown in the Declarations without there having been: (i) an "occurrence" that caused "bodily in- jury' or "property damage'; (ii) an offense arising out of your business that caused a "personal and advertising injury'; or (iii) an accident that caused "bodily injury"; then we shall return in full any pre- mium amount actually paid to us. In such event, the effective date of cancellation shall be deemed to be the inception date of the policy period shown in the Declarations. CGL E5408 CW(03/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. -_, 1 SC Hiscox Insurance Company Inc. Policy Number: UDC-1985648-CGL-21 Named Insured: INTERCOM Language Services, Corp. Endorsement Number: 6 Endorsement Effective: May 25, 2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. �GIHT ADD DUTY TO SELECT DEFENSE COUNSEL This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART In regard to any covered "suit" seeking damages under Section I — COVERAGE A — BODILY IN- JURY AND PROPERTY DAMAGE LIABILITY or COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY, our right and duty to defend shall include the right to select defense counsel. CGL E5409 CW(03/10) Page 1 of 1 II SCOX Hiscox Insurance Company Inc. Policy Number: UDC-1985648-CGL-21 Named Insured: INTERCOM Language Services, Corp. Endorsement Number: 7 Endorsement Effective: May 25, 2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDfff ONAL INSURED - AUTOMATIC STATUS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to include as an additional insured any per- son(s) or organization(s) for whom you are performing operations or leasing a premises when you and such person(s) or organiza- tion(s) have agreed in writing in a contract or agreement that such person(s) or organiza- tion(s) be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to lia- bility 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: 1. In the performance of your ongoing opera- tions; or 2. In connection with your premises owned by or rented to you. A person's or organization's status as an addi- tional insured under this endorsement ends when your operations or lease agreement for that additional insured are completed. CGL E5421 CW(02/14) Includes copyrighted material of Insurance Services Office, Inc.,with its Page 1 of 1 permission. HSCOXHiscox Insurance Company Inc. Policy Number: UDC-1985648-CGL-21 Named Insured: INTERCOM Language Services, Corp. Endorsement Number: 8 Endorsement Effective: May 25, 2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON COMMON POLICY CONDdTIONS All Coverage Parts included in this policy are subject to the following conditions. The conditions in this endorsement replace any 3. We may cancel the Commercial Property similar conditions in the policy that are less favorable Coverage Part and the Capital Assets Program to the insured. (Output Policy) Coverage Part, if made a part A. Cancellation of this policy, by mailing or delivering to the first Named Insured and the first Named Insured s 1. The first Named Insured shown in the agent or broker written notice of cancellation at Declarations may cancel this policy by notifying least five days before the effective date of us or the insurance producer in one of the cancellation for any structure where two or following ways: more of the following conditions exist: a. Written notice by mail, fax or e-mail; a. Without reasonable explanation, the b. Surrender of the policy or binder; or structure is unoccupied for more than 60 c. Verbal notice. consecutive days, or at least 65% of the rental units are unoccupied for more than Upon receipt of such notice, we will cancel this 120 consecutive days, unless the structure policy or any binder issued as evidence of is maintained for seasonal occupancy or is coverage, effective on the later of the following: under construction or repair; a. The date on which notice is received or the b. Without reasonable explanation, progress policy or binder is surrendered; or toward completion of permanent repairs to b. The date of cancellation requested by the the structure has not occurred within 60 first Named Insured. days after receipt of funds following 2. We may cancel this policy by mailing or satisfactory adjustment or adjudication of delivering to the first Named Insured and the loss resulting from a fire; first Named Insured's agent or broker written c. Because of its physical condition, the notice of cancellation, including the actual structure is in danger of collapse; reason for the cancellation, to the last mailing d. Because of its physical condition, a address known to us, at least: vacation or demolition order has been a. 10 days before the effective date of issued for the structure, or it has been cancellation if we cancel for nonpayment of declared unsafe in accordance with premium; or applicable law; b. 45 days before the effective date of e. Fixed and salvageable items have been cancellation if we cancel for any other removed from the structure, indicating an reason; intent to vacate the structure; except as provided in Paragraphs 3. and 4. f. Without reasonable explanation, heat, below. water, sewer and electricity are not furnished for the structure for 60 consecutive days; or IL 01 46 08 10 © Insurance Services Office, Inc., 2010 Page 1 of 4 g. The structure is not maintained in 7. If this policy is cancelled, we will send the first substantial compliance with fire, safety and Named Insured any premium refund due. If we building codes. cancel, the refund will be pro rata. If the first 4. If: Named Insured cancels, the refund will be at a. You are an individual; least 90% of the pro rata refund unless the following applies: b. A covered auto you own is of the "private passenger type"; and a. For Division Two — Equipment Breakdown, if the first Named Insured cancels, the c. The policy does not cover garage, refund will be at least 75% of the pro rata automobile sales agency, repair shop, refund. service station or public parking place operations hazards; b. If: we may cancel the Commercial Automobile (1) You are an individual; Coverage Part by mailing or delivering to the (2) A covered auto you own is of the first Named Insured and the first Named "private passenger type"; Insured's agent or broker written notice of (3) The policy does not cover garage, cancellation, including the actual reason for automobile sales agency, repair shop, cancellation, to the last mailing address known service station or public parking place to us: operations hazards; and a. At least 10 days before the effective date of (4) The first Named Insured cancels; cancellation if we cancel for nonpayment of premium; or the refund will be not less than 90% of any b. At least 10 days before the effective date of unearned portion not exceeding $100, plus y 95/o of any unearned portion over $100 but cancellation for any other reason if the not exceeding $500, and not less than 97% policy is in effect less than 30 days; or of any unearned portion in excess of$500. c. At least 20 days before the effective date of The cancellation will be effective even if we cancellation for other than nonpayment if have not made or offered a refund. the policy is in effect 30 days or more; or d. At least 20 days before the effective date of 8. If notice mailed, proof of mailing will be y sufficient proof of notice. cancellation if the policy is in effect for 60 days or more or is a renewal or continuation B. Changes policy, and the reason for cancellation is The policy contains all the agreements between that your driver's license or that of any you and us concerning the insurance afforded. driver who customarily uses a covered The first Named Insured shown in the Declarations "auto" has been suspended or revoked is authorized to make changes in the terms of this during policy period. policy with our consent. This policy's terms can be 5. We will also mail or deliver to any mortgage amended or waived only by endorsement issued holder, pledgee or other person shown in this by us and made a part of this policy. policy to have an interest in any loss which C. Examination Of Your Books And Records may occur under this policy, at their last We may examine and audit your books and mailing address known to us, written notice of records as they relate to this policy at any time cancellation, prior to the effective date of during the policy period and up to three years cancellation. If cancellation is for reasons other afterward. than those contained in Paragraph A.3. above, this notice will be the same as that mailed or D. Inspection And Surveys delivered to the first Named Insured. If 1. We have the right to: cancellation is for a reason contained in a. Make inspections and surveys at any time; Paragraph A.3. above, we will mail or deliver this notice at least 20 days prior to the effective b. Give you reports on the conditions we find; date of cancellation. and 6. Notice of cancellation will state the effective c. Recommend changes. date of cancellation. The policy period will end on that date. Page 2 of 4 © Insurance Services Office, Inc., 2010 IL 01 46 08 10 2. We are not obligated to make any inspections, G. Nonrenewal surveys, reports or recommendations, and any 1. We may elect not to renew this policy by such actions we do undertake relate only to mailing or delivering written notice of insurability and the premiums to be charged. nonrenewal, stating the reasons for We do not make safety inspections. We do not nonrenewal, to the first Named Insured and the undertake to perform the duty of any person or first Named Insured's agent or broker, at their organization to provide for the health or safety last mailing addresses known to us. We will of workers or the public. And we do not warrant also mail to any mortgage holder, pledgee or that conditions: other person shown in this policy to have an a. Are safe or healthful; or interest in any loss which may occur under this b. Comply with laws, regulations, codes or policy, at their last mailing address known to standards. us, written notice of nonrenewal. We will mail or deliver these notices at least 45 days before 3. Paragraphs 1. and 2. of this condition apply not the: only to us, but also to any rating, advisory, rate service or similar organization which makes a. Expiration of the policy; or insurance inspections, surveys, reports or b. Anniversary date of this policy if this policy recommendations. has been written for a term of more than 4. Paragraph 2. of this condition does not apply to one year. any inspections, surveys, reports or Otherwise, we will renew this policy unless: recommendations we may make relative to a. The first Named Insured fails to pay the certification, under state or municipal statutes, renewal premium after we have expressed ordinances or regulations, of boilers, pressure our willingness to renew, including a vessels or elevators. statement of the renewal premium, to the E. Premiums first Named Insured and the first Named The first Named Insured shown in the Insured's insurance agent or broker, at least Declarations: 20 days before the expiration date; 1. Is responsible for the payment of all premiums; b. Other coverage acceptable to the insured and has been procured prior to the expiration 2. Will be the payee for any return premiums we date of the policy; or pay. c. The policy clearly states that it is not renewable and is for a specific line, F. Transfer Of Your Rights And Duties Under This subclassification, or type of coverage that is Policy not offered on a renewable basis. Your rights and duties under this policy may not be 2. If: transferred without our written consent except in the case of death of an individual Named Insured. a. You are an individual; If you die, your rights and duties will be transferred b. A covered auto you own is of the "private to your legal representative but only while acting passenger type"; and within the scope of duties as your legal c. The policy does not cover garage, representative. Until your legal representative is automobile sales agency, repair shop, appointed, anyone having proper temporary service station or public parking place custody of your property will have your rights and operations hazards; duties but only with respect to that property. IL 01 46 08 10 © Insurance Services Office, Inc., 2010 Page 3 of 4 the following applies to nonrenewal of the b. We will not refuse to renew Liability Commercial Automobile Coverage Part in Coverage or Collision Coverage solely place of GA.: because an "insured" has submitted claims a. We may elect not to renew or continue this under Comprehensive Coverage or Towing policy by mailing or delivering to you and And Labor Coverage. your agent or broker written notice at least c. If we fail to mail or deliver proper notice of 20 days before the end of the policy period, nonrenewal and you obtain other insurance, including the actual reason for nonrenewal. this policy will end on the effective date of If the policy period is more than one year, that insurance. we will have the right not to renew or continue it only at an anniversary of its original effective date. If we offer to renew or continue and you do not accept, this policy will terminate at the end of the current policy period. Failure to pay the required renewal or continuation premium when due shall mean that you have not accepted our offer. Page 4 of 4 © Insurance Services Office, Inc., 2010 IL 01 46 08 10 COXHiscox Insurance Company Inc. Policy Number: UDC-1985648-CGL-21 Named Insured: INTERCOM Language Services, Corp, Endorsement Number: 9 Endorsement Effective: May 25, 2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (Broad Form) This endorsement modifies insurance provided under the following:. COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The insurance does not apply: B. Under any Medical Payments Coverage, to A. Under any Liability Coverage, to "bodily injury" expenses incurred with respect to "bodily in- or"property damage": jury" resulting from the "hazardous properties" respect to which an "insured" under of "nuclear material" and arising out of the op- (1) With P ect eration of a "nuclear facility" by any person or the policy is also an insured under a nuc- organization. lear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mu- C. Under any Liability Coverage, to "bodily injury" or "property damage" resulting from "hazard- tual Atomic Energy Liability Underwriters, ous properties"of"nuclear material", if: Nuclear Insurance Association of Canada or any of their successors, or would be an (1) The "nuclear material" (a) is at any "nuclear insured under any such policy but for its facility" owned by, or operated by or on be- termination upon exhaustion of its limit of half of, an "insured" or (b) has been dis- liability; or charged or dispersed therefrom; (2) Resulting from the "hazardous properties" (2) The "nuclear material" is contained in of "nuclear material" and with respect to "spent fuel" or "waste" at any time pos- which (a) any person or organization is re- sessed, handled, used, processed, stored, quired to maintain financial protection pur- transported or disposed of, by or on behalf suant to the Atomic Energy Act of 1954, or of an "insured"; or any law amendatory thereof, or (b) the "in- (3) The "bodily injury" or "property damage" sured" is, or had this policy not been issued arises out of the furnishing by an "insured" would be, entitled to indemnity from the of services, materials, parts or equipment in United States of America, or any agency connection with the planning, construction, thereof, under any agreement entered into maintenance, operation or use of any "nuc- by the United States of America, or any lear facility", but if such facility is located agency thereof, with any person or organi- within the United States of America, its terri- zation. tories or possessions or Canada, this Ex- clusion (3) applies only to "property dam- age" to such "nuclear facility" and any property thereat. IL 01 98 09 08 ©ISO Properties, Inc., 2007 Page 1 of 2 2. As used in this endorsement: (c) Any equipment or device used for the "Hazardous properties" includes radioactive, toxic processing, fabricating or alloying of "special or explosive properties; nuclear material" if at any time the total amount of such material in the custody of the insured "Nuclear material" means "source material", "Spe- at the premises where such equipment or de- cial nuclear material" or"by-product material"; vice is located consists of or contains more "Source material", "special nuclear material", and than 25 grams of plutonium or uranium 233 or "by-product material" have the meanings given any combination thereof, or more than 250 them in the Atomic Energy Act of 1954 or in any grams of uranium 235; law amendatory thereof; (d) Any structure, basin, excavation, premises or "Spent fuel" means any fuel element or fuel com- place prepared or used for the storage or dis- ponent, solid or liquid, which has been used or ex- posal of"waste"; posed to radiation in a "nuclear reactor"; and includes the site on which any of the foregoing is "Waste" means any waste material (a) containing "by- located, all operations conducted on such site and all product material" other than the tailings or wastes premises used for such operations; produced by the extraction or concentration of ura- "Nuclear reactor" means any apparatus designed or nium or thorium from any ore processed primarily for used to sustain nuclear fission in a self-supporting its "source material" content, and (b) resulting from chain reaction or to contain a critical mass of fissiona- the operation by any person or organization of any ble material; "nuclear facility" included under the first two para- graphs of the definition of"nuclear facility". "Property damage" includes all forms of radioactive contamination of property. "Nuclear facility" means: (a) Any"nuclear reactor"; (b) Any equipment or device designed or used for (1) separating the isotopes of uranium or plu- tonium, (2) processing or utilizing "spent fuel", or (3) handling, processing or packaging "waste"; Page 2 of 2 ©ISO Properties, Inc., 2007 IL 01 98 09 08 COXHiscox Insurance Company Inc. Policy Number: UDC-1985648-CGL-21 Named Insured: INTERCOM Language Services, Corp. Endorsement Number: 10 Endorsement Effective: May 25,2021 CO M G AND DISTRBUTW OF MATERIAL OFF �N O W �N VQOL TT ON OF LAW EXCLUSM This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion q. of Paragraph 2. Exclusions of Sec- B. Exclusion p. of Paragraph 2. Exclusions of Sec- tion I — Coverage A— Bodily Injury And Proper- tion I — Coverage B — Personal And Advertising ty Damage Liability is replaced by the following: Injury Liability is replaced by the following: 2. Exclusions 2. Exclusions This insurance does not apply to: This insurance does not apply to: q. Recording And Distribution Of Material p. Recording And Distribution Of Material Or Information In Violation Of Law Or Information In Violation Of Law "Bodily injury" or "property damage" arising "Personal and advertising injury" arising di- directly or indirectly out of any action or rectly or indirectly out of any action or omis- omission that violates or is alleged to vi- sion that violates or is alleged to violate: olate: (1) The Telephone Consumer Protection (1) The Telephone Consumer Protection Act (TCPA), including any amendment Act (TCPA), including any amendment of or addition to such law; of or addition to such law; (2) The CAN-SPAM Act of 2003, including (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such any amendment of or addition to such law; law; (3) The Fair Credit Reporting Act (FCRA), (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to and any amendment of or addition to such law, including the Fair and Accu- such law, including the Fair and Accu- rate Credit Transaction Act (FACTA); or rate Credit Transaction Act(FACTA); or (4) Any federal, state or local statute, ordin- (4) Any federal, state or local statute, ordin- ance or regulation, other than the TCPA, ance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that their amendments and additions, that addresses, prohibits, or limits the print- addresses, prohibits, or limits the print- ing, dissemination, disposal, collecting, ing, dissemination, disposal, collecting, recording, sending, transmitting, com- recording, sending, transmitting, com- municating or distribution of material or municating or distribution of material or information. information. CG 00 68 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 HI SX Hiscox Insurance Company Inc. Policy Number: UDC-1985648-CGL-21 Named Insured: INTERCOM Language Services, Corp. Endorsement Number: 11 Endorsement Effective: May 25, 2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - MTE COMPANY PRODUCTS SUITS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This insurance does not apply to any claim for dam- ages by any Named Insured against another Named Insured because of "bodily injury" or "property dam- age" arising out of "your products" and included within the "products-completed operations hazard." CG 21 41 11 85 Copyright, Insurance Services Office, Inc., 1984 Page 1 of 1 SCOX, Hiscox Insurance Company Inc. Policy Number: UDC-1985648-CGL-21 Named Insured: INTERCOM Language Services, Corp. Endorsement Number: 12 Endorsement Effective: May 25, 2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON CHANGES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion e. of Coverage A — Bodily Injury And a. Your "employees", other than either your Property Damage Liability (Section I — Coverages) "executive officers" (if you are an organiza- applies only to "bodily injury" to any "employee" of tion other than a partnership, joint venture the insured whose employment is not subject to or limited liability company) or your manag- the Industrial Insurance Act of Washington (Wash- ers (if you are a limited liability company), ington Revised Code Title 51). but only for acts within the scope of their With respect to "bodily injury" to "employees" of employment by you or while performing du- the insured whose employment is subject to the ties related to the conduct of your business. Industrial Insurance Act of Washington, Exclusion However, none of these "employees" is an e. is replaced with the following: insured for: This insurance does not apply to: (1) "Bodily injury" or "personal and advertis- 1. "Bodily injury" to an "employee" of the insured ing injury": arising out of and in the course of: (a) To you, to your partners or members (if you are a partnership or joint ven- a. Employment by the insured; or ture), to your members (if you are a b. Performing duties related to the conduct of limited liability company), or to a co- the insured's business; or "employee" while that co-"employee" 2. Any obligation to share damages with or repay is either in the course of his or her someone else who must pay damages be- employment or performing duties re- cause of the injury. lated to the conduct of your busi- ness; This exclusion does not apply to liability assumed (b) For which there is any obligation to by the insured under an insured contract". share damages with or repay some- B. Paragraphs 2.a.(1)(a), (b) and (c) of Section II — one else who must pay damages Who Is An Insured apply only to "employees" of because of the injury described in the insured whose employment is not subject to Paragraph (1)(a) above; or the Industrial Insurance Act of Washington (Wash- (c) Arising out of his or her providing or ington Revised Code Title 51). failing to provide professional health With respect to "employees" of the insured whose care services. employment is subject to the Industrial Insurance Act of Washington, the reference to "volunteer workers" is removed from Paragraph 2.(a) of Sec- tion II — Who Is An Insured and Paragraph 2.a.(1) of Section II is replaced with the following: 2. Each of the following is also an insured: CG 01 81 05 08 © ISO Properties, Inc., 2007 Page 1 of 1 S .) Hiscox Insurance Company Inc. Policy Number: UDC-1985648-CGL-21 Named Insured: INTERCOM Language Services, Corp. Endorsement Number: 13 Endorsement Effective: May 25, 2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CAP ON LOSSES FROM CERTIFED ACTS OF T RROR This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. If aggregate insured losses attributable to terrorist "Certified act of terrorism" means an act that is acts certified under the federal Terrorism Risk In- certified by the Secretary of the Treasury, in ac- surance Act exceed $100 billion in a calendar year cordance with the provisions of the federal Terror- and we have met our insurer deductible under the ism Risk Insurance Act, to be an act of terrorism Terrorism Risk Insurance Act, we shall not be lia- pursuant to such Act. The criteria contained in the ble for the payment of any portion of the amount of Terrorism Risk Insurance Act for a "certified act of such losses that exceeds $100 billion, and in such terrorism" include the following: case insured losses up to that amount are subject 1. The act resulted in insured losses in excess of to pro rata allocation in accordance with proce- d $5 million in the aggregate, attributable to all ures established by the Secretary of the Trea- types of insurance subject to the Terrorism sury. Risk Insurance Act; and 2. The act is a violent act or an act that is dan- gerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian popu- lation of the United States or to influence the policy or affect the conduct of the United States Government by coercion. B. The terms and limitations of any terrorism exclu- sion, or the inapplicability or omission of a terror- ism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Coverage Part. CG 21 70 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 1 ISC OX Hiscox Insurance Company Inc. Policy Number: UDC-1985648-CGL-21 Named Insured: INTERCOM Language Services, Corp. Endorsement Number: 14 Endorsement Effective: May 25, 2021 THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. THIS ENDORSEMENT DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER THE POLICY. [DISCLOSURE PURSUANT TO TERROMSM RISK DNSURANCE ACT SCHEDULE SCHEDULE— PART I Terrorism Premium (Certified Acts) $4.00 This premium is the total Certified Acts premium attributable to the following Coverage Part(s), Cover- age Form(s) and/or Policy(ies): Additional information, if any, concerning the terrorism premium: SCHEDULE— PART II Federal share of terrorism losses 85% year 2015; 84% year 2016; 83%year 2017; 82%year 2018; 81% year 2019 and 80% year 2020. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Disclosure Of Premium In accordance with the federal Terrorism Risk In- surance Act, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for terrorist acts certi- fied under the Terrorism Risk Insurance Act. The portion of your premium attributable to such cov- erage is shown in the Schedule of this endorse- ment or in the policy Declarations. IL 09 85 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 2 B. Disclosure Of Federal Participation In Payment C. Cap On Insurer Participation In Payment Of Of Terrorism Losses Terrorism Losses The United States Government, Department of the If aggregate insured losses attributable to terrorist Treasury, will pay a share of terrorism losses in- acts certified under the Terrorism Risk Insurance sured under the federal program. The federal Act exceed $100 billion in a calendar year and we share equals a percentage (as shown in Part II of have met our insurer deductible under the Terror- the Schedule of this endorsement or in the policy ism Risk Insurance Act, we shall not be liable for Declarations) of that portion of the amount of such the payment of any portion of the amount of such insured losses that exceeds the applicable insurer losses that exceeds $100 billion, and in such case retention. However, if aggregate insured losses at- insured losses up to that amount are subject to pro tributable to terrorist acts certified under the Ter- rata allocation in accordance with procedures es- rorism Risk Insurance Act exceed $100 billion in a tablished by the Secretary of the Treasury. calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. Page 2 of 2 © Insurance Services Office, Inc., 2015 IL 09 85 01 15 A-0 HISCOX encourage courage- Notices C0"11 Hiscox Insurance Company Inc. ECONOMIC AND TRADE SANCTIONS POLICYHOLDER NOTICE Hiscox is committed to complying with the U.S. Department of Treasury Office of Foreign Assets Control (OFAC) requirements. OFAC administers and enforces economic sanctions policy based on Presidential declarations of national emergency. OFAC has identified and listed numerous foreign agents, front organizations, terrorists, and narcotics traffickers as Specially Designated Nationals (SDN's) and Blocked Persons. OFAC has also identified Sanctioned Countries. A list of Specially Designated Nationals, Blocked Persons and Sanctioned Countries may be found on the United States Treasury's web site littr)://www.tl-eas.ciov/offices./enforcement/ofac:-. Economic sanctions prohibit all United States citizens (including corporations and other entities) and permanent resident aliens from engaging in transactions with Specially Designated Nationals, Blocked Persons and Sanctioned Countries. Hiscox may not accept premium from or issue a policy to insure property of or make a claim payment to a Specially Designated National or Blocked Person. Hiscox may not engage in business transactions with a Sanctioned Country. A Specially Designated National or Blocked Person is any person who is determined as such by the Secretary of Treasury. A Sanctioned Country is any country that is the subject of trade or economic embargoes imposed by the laws or regulations of the United States. In accordance with laws and regulations of the United States concerning economic and trade embargoes, this policy may be rendered void from its inception with respect to any term or condition of this policy that violates any laws or regulations of the United States concerning economic and trade embargoes including, but not limited to the following. (1) Any insured under this Policy, or any person or entity claiming the benefits of such insured, who is or becomes a Specially Designated National or Blocked Person or who is otherwise subject to US economic trade sanctions; (2) Any claim or suit that is brought in a Sanctioned Country or by a Sanctioned Country government, where any action in connection with such claim or suit is prohibited by US economic or trade sanctions; (3) Any claim or suit that is brought by any Specially Designated National or Blocked Person or any person or entity who is otherwise subject to US economic or trade sanctions; (4) Property that is located in a Sanctioned Country or that is owned by, rented to or in the care, custody or control of a Sanctioned Country government, where any activities related to such property are prohibited by US economic or trade sanctions; or (5) Property that is owned by, rented to or in the care, custody or control of a Specially Designated National or Blocked Person, or any person or entity who is otherwise subject to US economic or trade sanctions. Please read your Policy carefully and discuss with your broker/agent or insurance professional. You may also visit the US Treasury's website at http://www.treas.gov/offices/enforcement/ofac/. INT N001 CW 01 09 Page 1 of 1 11 RETURN TO: j..) ( EXT: 3 01 pi CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT. /DIV: ('1 v r c, 7 a 1 C u r ORIGINATING STAFF PERSON: kJ o LL.A . T EXT: 3 d 1 TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E. ❑ PUBLIC WORKS CONTRACT Of PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER 3. DATE REQ. BY: G, RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL PROJECT NAME: Zh - er r e \-e.✓ se _r `� i �- e--s NAME OF CONTRACTOR: �NT1:t2CJ1v1 t��q vzq� ��r./icC',.f ADDRESS: P c7 Qo 9 8(0 2-0 TELEPHONE .206— °I -7 O - & I o I E -MAIL: Y■, \ - 1-., e.J c.) 4- e -c o FAX: rer,'d SIGNATURE NAMt: 14; \ �Y y 14,,s5 ), �1 TITLE ert EXHIBITS AND ATTACHMENTS: t*t. SCOPE, WORK OR SERVICES ig- COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS TERM: COMMENCEMENT DATE: '7 J1 y / 1 7 COMPLETION DATE: 10'1 17 / / 2 v 2 TOTAL COMPENSATION $ ‘570 0 0 ' (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES KNO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ENO IF YES, $ RETAINAGE: RETAINAGE AMOUNT: PAID BY: ❑ CONTRACTOR ❑ CITY ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE ❑ PURCHASING: PLEASE CHARGE TO: 00 1 - 1 1 0 D - O -5—/S--,2.2- L/ 1 v 0. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL DA PP' • VED �l PROJECT MANAGER J'w—L. L S'I `1` I.7 Sii� X DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) I% LAW 5 411- I . COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED V LA DEPARTMENT L 1- �' GNATORY (MAYOR OR DIRECTOR) /70/ii�� ❑ CITY CLERK 1 te l'"1 ❑ ASSIGNED AG# AG ° '0' a ❑ SIGNED COPY RETURNED DATE SENT: (Q`1 •i 7-- ;OMMENTS: CITY Ot Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 sot >>w. citvaffederatwway corn PROFESSIONAL SERVICES AGREEMENT FOR INTERPRETER SERVICES This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City ") by and through the Federal Way Municipal Court ( "Court "), and INTERCOM Language Services Corp, a., "Washington corporation" ( "Contractor "). The City and Contractor (together "Parties ") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: INTERCOM Language Services PO BOX 98620 Des Moines, WA 98198 -0620 (206) 979 -6101 (telephone) h i laryh ughes@i ntercom .cc CITY OF FEDERAL WAY: Susanne White 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -3019 (telephone) (253) 835 -3020 (facsimile) Susanne .white @cityoffederalway.com The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be May 19, 2017, the date of mutual execution, and shall continue until the completion of the Services specified in this Agreement, but in any event no later than December 31, 2021 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ( "Services "), attached hereto and incorporated by this reference, in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those services are performed, performed to the City's and Court's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the City's and Court's knowledge of defective or non- complying performance, its substantiality or the ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days' written notice at its address set forth above. The City or Court may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 4. COMPENSATION. 4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of (4) years from the effective date of this Agreement. Except as otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT 1 - 5/2017 CITY OF "r.. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway corn 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City and the Court, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and /or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the City and Municipal Court, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub - contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees, or subcontractors for PROFESSIONAL SERVICES AGREEMENT - 2 - 5/2017 CITY 4F Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www catvoffederaiway com the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products- completed operations, stopgap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington. c. Automobile liability insurance covering all owned, non- owned, hired, and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by this Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 6.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit C and incorporated by this reference. At the City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City or Court obtained by Contractor in performance of this Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City or Court to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that may be produced or modified by Contractor while performing the Services shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Services specified in this Agreement, and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review, or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. PROFESSIONAL SERVICES AGREEMENT 3 5/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www citvoffederaiwiw com 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City and Court being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other entities or persons; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, honorably discharged veteran or military status, sexual orientation including gender expression or identity, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Parts 21, 21.5, and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If PROFESSIONAL SERVICES AGREEMENT - 4 - 5/2017 Aik% Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cit} offederahvay.. corn the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's or Court's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity, or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Court and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT 5 5/2017 a •. ■ Federal C1iV OF Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www utyoftederalway.corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. INTERCOM LANGUAGE SERVICES CORP.: By: 16k J q L•- Printed Name: lyi 1 eityj A s Title: Li)reC+tr♦ VtCe. -Prtsf 01evet DATE: S' I q f 1 STATE OF WASHINGTON ) COUNTY OF ► r �i ) ) ss. FEDERAL WAY ICIPAL COURT: David Larson, mg Jud-&----- DATE: lerk, Stephanie Co y, CMC APPROVED AS TO FORM: a.42 Ovt J. Ryan Call, City ttorney On this day personally appeared before me H i rk A I'1Jc )BJ , to me known to be the cD 1 reecfa V; CC Pei A') of InfcrcDM I ang,x . Suj i c e at executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this Notary Public State of Washington ALEX CASTANEDA My Appointment Expires Nov 2, 2019 1 CI. day of!'G.b ,20 17 Notary's signature Notary's printed name PROFESSIONAL SERVICES AGREEMENT kix Ca e lA Notary Public in and for the Sta e of Washington. My commission expires 111 241 Q - 6 - 5/2017 CITY OF Federal Way EXHIBIT A SERVICES The Contractor shall do or provide the following: CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederaiwaycorn Provide the Court with interpreters as requested. When available an Administrative Office of the Courts (AOC), Certified or Registered Interpreter is requested. When neither a Certified nor Registered Interpreter in the language requested is available, a non - credentialed interpreter is acceptable. For languages that are not certified or registered by (AOC), a non - credentialed interpreter is acceptable. The following are (ADC's) certified and registered languages: Registered Interpreters The Administrative Office of the Courts currently registers interpreters in the following languages: Afrikaans, Akan -Twi, Albanian, Algerian, Amharic, Armenian, Azerbaijani, Baluchi, Bambara, Bengali, Bulgarian, Burmese, Cebuano, Chavacano, Czech, Danish, Dari, Dutch, Finnish, Fulfulde (Fulani), Ga, Georgian, German, Greek, Gujarati, Haitian Creole, Hausa, Hebrew, Hiligaynon, Hindi, Hmong, Hopi, Hungarian, Igbo, Ilocano, Indonesian, Italian, Jamaican Patois, Japanese, Javanese, Kashmiri, Kazakh, Kikongo- Kongo, Krio, Kurdish, Latvian, Lithuanian, Macedonian, Malay, Malayalam, Mandingo- Bambara, Navajo, Nepali, Norwegian, Oromo, Pashto, Persian Farsi, Polish, Portuguese, Punjabi, Romanian, Samoan, Sindhi, Sinhalese, Slovak, Somali, Swahili, Swedish, Tajik, Tamil, Tausug, Telugu, Thai, Tibetan, Tigrinya, Turkish, Turkmen, Uighur, Ukrainian, Urdu, Uzbek, Wolof, Wu, Yoruba Certified Interpreters Arabic (Egyptian or Levantine) Bosnian/Croatian /Serbian Cantonese French Khmer (Cambodian) Korean Laotian Mandarin Marshallese Portuguese Russian Spanish Tagalog Vietnamese PROFESSIONAL SERVICES AGREEMENT 7 5/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 mvi,votyoftecieraiway.com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Sixty -Five Thousand and 00 /100 Dollars ($65,000.00) 2. Method of Compensation: INTERPRETER PAYMENT STRUCTURE 1. $55 per hour with 2 hours minimum for WA State certified or registered court interpreters unless a higher rate is authorized on a per case basis when scheduled by court. 2. $50 per hour with 2 hours minimum for non - credentialed court interpreters unless a higher rate is authorized on a per case basis when scheduled by court. 3. 1 hour minimum payment for over the phone interpreting 4. Time beyond minimum is paid in 15 minute increments 5. If mileage is agreed to by the City, it is paid at the current IRS rate. 6. Full day and half day payments, when interpreter is confirmed for full day or half day work as follows unless a higher rate is authorized on a per case basis when scheduled by court. Certified Interpreters: Full Day (8:30 -12:30 and 1:30 — 4:30) $385 Half Day (9 -12 or 1:30 — 4:30) $165 Overtime: $55 per hour in 15 min increments Registered Interpreters: Full Day (8:30 -12:30 and 1:30 — 4:30) $385 Half Day (9:00 -12:00 or 1:30 — 4:30) $165 Overtime: $55 per hour in 15 min increments Non - credentialed Interpreters: Full Day (8:30 -12:30 and 1:30 — 4:30) $350 Half Day (9 -12 or 1:30 — 4:30) $150 Overtime: $50 per hour in 15 min increments 7. Cancellation policy: if the assignment is cancelled Tess than 24 hours prior to the start of the assignment, an interpreter shall be paid a cancellation fee equal to the payment for the scheduled assignment. PROFESSIONAL SERVICES AGREEMENT 8 5/2017 ACGRD® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05/25/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hiscox Inc. 520 Madison Avenue 32nd Floor New York, NY 10022 CONTACT NAME: PHONE No. : (888) 202 -3007 FAX , No): ADDRESS: contact@hiscox.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Hiscox Insurance Company Inc 10200 INSURED INTERCOM Language Services, Corp. 4112 SW 325th Street Federal Way WA 98023 INSURER B : UQC- 1985648- CGL -17 INSURER C : 05/25/2018 INSURER 0 : $ 1,000,000 INSURER E : $ 100,000 INSURER F : ERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY UQC- 1985648- CGL -17 05/25/2017 05/25/2018 EACH OCCURRENCE $ 1,000,000 PREMISES SES (EaEoccurrence) $ 100,000 CLAIMS -MADE OCCUR MED EXP (Any one person) $ 5,000 PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GE X 'L AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC PRODUCTS - COMP/OP AGG $ SR Gen. Agg. $ AUTOMOBILE UABIUTY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA UAB EXCESS UAB _ OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER /MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) LLATION ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. AlI rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE i 611A ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. AlI rights reserved. The ACORD name and logo are registered marks of ACORD A�°R°® CERTIFICATE OF LIABILITY INSURANCE DATE M/ 05/25/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hiscox Inc 520 Madison Avenue 32nd Floor New York, NY 10022 CONTACT NAME: PHONE 888 202 -3007 FAX IA/C No Extl: (888) (A/C, No): ADDRESS: contact @hiscox.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Hiscox Insurance Company Inc 10200 INSURED INTERCOM Language Services, Corp. 4112 SW 325th Street Federal Way WA 98023 INSURER B : INSURER C : INSURER D : $ INSURER E : $ INSURER F : ERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/D D/YYYY) POUCY EXP M/ (MDD/YYYYI LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO PREMISES (Ea Eoccurrence) $ CLAIMS -MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GE 'L AGGREGATE POLICY OTHER: LIMIT APPLIES JECOT- PER: LOC PRODUCTS - COMP /OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON-OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY a�� DAMAGE $ $ UMBRELLAUAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED RETENT ON $ WORKERS COMPENSATION AND EMPLOYERS'UABIUTY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER /MEMBER EXCLUDED? (Mandatory M NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability UDC - 1985648 -E0-17 05/25/2017 05/25/2018 Each Claim: $ 500,000 Aggregate: $ 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) LLATION 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 3 604A ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD