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HomeMy WebLinkAboutCAG2020-011 - Amendment - #1 - G C Systems, Inc. - Valve Maintenance - Additional Parts - 02/24/2020 Agreement Routing Form • For Approvals,Signatures and Records Management KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms. WASHINGTON (Print on pink or cherry colored paper) Originator: Department: Kathi Kilborn for Jim Reed Public Works Operations-Water Source&Supply Date Sent: Date Required: > 2/25/2020 2/27/2020 O I- aAuthorized to Sign: Date of Council Approval: Q 0 Director or Designee ❑ Mayor Budget Account Number: Grant? ❑Yes ❑No 4100550.64110,7418 Budget? ❑Yes ❑No Type: Vendor Name: Category: C � U"G C Systems, Inc. Vendor Number: Sub-Category��� ����n1� = 33084 O Project Name: Cla-Valve Maintenance 2020 E w = Project Details: Additional parts not anticipated in original quote 4w _ 0 £ Agreement Amount: $1,148.20 Basis for Selection of Contractor: 40 41 Start Date: 02/24/2020 Termination Date: 06/30/2020 Q Local Business? ❑Yes El No* *Ifineets requirements per KCC3.70J00,please complete"Vendor Purchase-Local Exceptions"form on Cityspace. Notice required prior to disclosure? Contract Number: ` ❑Yes ❑No Date Received by City Attorney: Comments: _ Z3 7 3 0 a, p� Date Routed to the Mayor's Office: V1 Date Routed to the City Clerk's Office: Visit Documents.KentWA.gov to obtain copies of all agreements • 4000, KENT WASH GT AMENDMENT NO. 1 NAME OF CONSULTANT OR VENDOR: G C Systems, Inc. CONTRACT NAME & PROJECT NUMBER: 2020 Cla-Valve Maintenance ORIGINAL AGREEMENT DATE: January 8, 2020 This Amendment is made between the City and the above-referenced Consultant or Vendor and amends the original Agreement and all prior Amendments. All other provisions of the original Agreement or prior Amendments not inconsistent with this Amendment shall remain in full force and effect. For valuable consideration and by mutual consent of the parties, Consultant or Vendor's work is modified as follows: 1. Section I of the Agreement, entitled "Description of Work," is hereby modified to add additional work or revise existing work as follows: In addition to work required under the original Agreement and any prior Amendments, the Consultant or Vendor shall: Include additional parts not anticipated in original quote. For a description, see Vendor's Service Invoice listing the parts that were replaced, which is attached as Exhibit A and incorporated by this reference. 2. The contract amount and time for performance provisions of Section II "Time of Completion," and Section III, "Compensation," are modified as follows: Original Contract Sum, $9,073.00 including applicable WSST Net Change by Previous Amendments $0.00 including applicable WSST Current Contract Amount $9,073.00 including all previous amendments Current Amendment Sum $1,043.82 Applicable WSST Tax on this $104.38 Amendment Revised Contract Sum $10,221.20 AMENDMENT - 1 OF 2 Original Time for Completion 06/30/2020 (insert date) Revised Time for Completion under N/A prior Amendments (insert date) Add'I Days Required (t) for this 0 calendar days Amendment Revised Time for Completion 06/30/2020 (insert date) The Consultant or Vendor accepts all requirements of this Amendment by signing below, by its signature waives any protest or claim it may have regarding this Amendment, and acknowledges and accepts that this Amendment constitutes full payment and final settlement of all claims of any kind or nature arising from or connected with any work either covered or affected by this Amendment, including, without limitation, claims related to contract time, contract acceleration, onsite or home office overhead, or lost profits. This Amendment, unless otherwise provided, does not relieve the Consultant or Vendor from strict compliance with the guarantee and warranty provisions of the original Agreement. All acts consistent with the authority of the Agreement, previous Amendments (if any), and this Amendment, prior to the effective date of this Amendment, are hereby ratified and affirmed, and the terms of the Agreement, previous Amendments (if any), and this Amendment shall be deemed to have applied. 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. IN WITNESS, the parties below have executed this Amendment, which will become effective on the last date written below. CONSULTANT/VENDOR: CITY E GENT: By: f By: signature) t (Argnat e) Print Nartae: 4 f'c�< IV�t%GG�' Print Name: Timothy J. LaPorte, P.E. Its %' Its Public Work Dire for r(title) titi DATE: DATE: ZO Q ATTEST: APPROVED AS TO FORM: (applicable if Mayor's signature required) Kent City Clerk Kent Law Department P:\Public\Administration\Contracts\Contracts Prepared(Kathi)\GC Systems Amendment AMENDMENT - 2 OF 2 EXHIBIT A Service Invoice Terms: NET 30 DAYS P.O. Box 848 Sumner,WA 98390 (253) 939-8322 Date: 2/6/2020 Invoice #: 5173 Bill To: Service Date: 1/22/2020 CA�NE� CITY OF KENT PW OPERATIONS P.O. Numb :157068 ACCOUNTS PAYABLE Salesman: KEVIN I 220 4TH AVENUE SOUTH FEg I KENT, WA 98032-5895 Service Description UMAUP, REBUILD CLA-VAL CONTROL VALVES PER PROPOSAL $7,498.00 ADDITIONAL METAL PARTS INSTALLED: $0.00 _ _ 1 -8" ST.ST STUD $41.00 1 -8" ST.ST. COVER NUT $8.00 1 -8" 100-01 DISC RETAINER $807.00 1 - 3" 100-02 DISC RETAINER $350.00 11 -3" 100-02 DISC GUIDE ST.ST. $428.00 1 -ASCO MANUAL OPERATOR $93.00 1 - CRL STEM $67.00 Comments: Sub Total $9,292.00 Sales Tax: : $929.20 / Total: $10,221.20`� Client#: 73747 GCSYSTEM2 ACORD-. CERTIFICATE OF LIABILITY INSURANCE DATE(MMiDD/YYYY) 1/08/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER Z_IA T_Traci Wills Propel Insurance ,Eat1:80a 499-0933 Tacoma Commercial Insurance E MgIL A/G Nn}; 866 577-1326 D Ess: traci.willS@propelinsurance.com 1201 Pacific Ave,Suite 1000 Tacoma,WA 98402 INSURt]t(S)AFFORDING COVERAGE NAIC o INSURER A:West American Insurance Company 44393 INSURED INSURER B:The Ohio Casualty Insurance Company 24Q74 G C Systems Inc — Inter Ave Business Park INSURERC: P.O. Box 848 INSURER D: Sumner,WA 98390-0150 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 CONTRACTOR 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, IN Apo UB LTR TYPE OF INSURANCE POLICY NUMBER M�tA/DDYYYLIC YEFF hPOLICMIDID YEVYYY LIMITS A X COMMERCIAL GENERAL LIABILITY BKW54798034 6/01/2019 06101/202 EACH OCCURRENCE S11,000,000 CLAIMS-MADE a OCCUR MI FET REiD b $1,000 000 X PD Ded: 500 occuMED EXP Wny oneperson) $_19,000 PERSONAL&ADV INJURY $1 aaa,Oaa _ GENT AGGREGATE LIMIT APPLIES PER; GENERAL AGGREGATE $2,0a0,a00 POLICY OX JE� �LOG PRODUCTS-COMP/OP AGG s2.000,000 B AUTOMOBILE LIABILITY BAS54798034 6/01/2019 06/01/202 $ COMBINED SINGLE LIMIT 1,aQa,aaa - X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X HIRED NON-OWNED _ AUTOS ONLY X AUTOS ONLY PROPERTY DAMAGE $ $ X UMBRELLALIAB X OCCUR US054798034 6101/2019i06/01/202 EACH OCCURRENCE s2000,000 _ EXCESS LIAB CLAIMS-MADE AGGREGATE S QQ(I;QaQ .� DEO X RETENTIONS10,000 - A WORKERS COMPENSATION BKW54798034 PER X OTH- $ AND EMPLOYERS'LIABILITY YIN 6l01/20 99 06/011202 ANY PROPRIETOR/PARTNER/EXECUTIVE WA Stop Gap OOO , OFFICERfMEMBER EXCLUDED? a N I A E.L.EACH ACCIDENT $1 QOO (Mandatory In NH) - If yes,describe under E L-DISEASE•EA EMPLOYEE $1 000,000 _ DESCRIPTION OF OPERATIONS allow E.L.DISEASE-POLICY LIMIT $1,000,000 TT DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space Is required) RE: Operations of the Named Insured City of Kent is an Additional Insured when required by written contract or agreement per the attached form(s). Policies are modified by forms: CG8810 0413,CG8870 1208,AC8501 0618, CU6495 1207, and CU6002 0697. CERTIFICATE HOLDER CANCELLATION City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Kevin Swinford ACCORDANCE WITH THE POLICY PROVISIONS. 220 SO 4th Street Kent,WA 98032 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #53971128/M3971095 JKOO This page has been left blank intentionally. COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY—ELEVATORS 2 EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS—COVERAGES A AND B 3 ADDITIONAL INSUREDS—BY CONTRACT,AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY—ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS—EXTENDED PROTECTION OF YOUR"LIMITS OF INSURANCE" 6 WHO IS AN INSURED—INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED— 6 FELLOW EMPLOYEE EXTENSION—MANAGEMENT EMPLOYEES NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US— 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU ©2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of insurance Services Office, Inc.,with its permission. Page 1 of 8 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I—Coverage A-Bodily Injury And Property Damage Liability, exclusion g.Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However,the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance,whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I—Coverage A—Bodily Injury And Property Damage Liability, Subparagraph(2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY—ELEVATORS 1. Under Paragraph 2. Exclusions of Section I—Coverage A—Bodily Injury And Property Damage Liability, Subparagraphs(3), (4)and (6) of exclusion j. Damage To Property do not apply if such "property damage" results from the use of elevators. For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV—Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I-Coverage A-Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the following: Paragraphs(1), (3) and(4)of this exclusion do not apply to"property damage"(other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days;or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs(1), (3) and(4)of this exclusion do not apply to "property damage"to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III—Limits of Insurance. ©2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 Of 8 b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c.through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III—Limits Of Insurance. 2. Paragraph 6. under Section III—Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5.above,the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage"to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection systems;or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) -Paragraph 9.a.of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract'. E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1.Insuring Agreement of Section I—Coverage C—Medical Payments, Subparagraph (b)of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS—COVERAGES A AND B 1. Under Supplementary Payments—Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to$3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to $500 a day because of time off from work. G. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section 11—Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract,written agreement or permit. Such person or organization is an additional insured but only with respect to liability for"bodily injury","property damage'or"personal and advertising injury" caused in whole or in part by: a. Your acts or omissions,or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the"bodily injury"or'Property damage"occurs, or the"personal and advertising injury"is committed, subsequent to the signing of such written contract or written agreement; or ©2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 8 b. Premises or facilities rented by you or used by you; or C. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to"bodily injury", "property damage", or"personal and advertising injury"arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to"bodily injury"or"property damage" included within the "completed operations hazard". (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a.above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s)at the location of the covered operations has been completed;or (2) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above,this insurance does not apply to any"occurrence"which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the"bodily injury"or"property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a"suit" by the additional insured as required in Paragraph b.of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV—Commercial General Liability Conditions. O 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 8 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I-Coverage A-Bodily Injury And Property Damage Liability: This insurance does not apply to: a. "Bodily injury"or"property damage"arising from the sole negligence of the additional insured. b. "Bodily injury' or"property damage"that occurs prior to you commencing operations at the location where such "bodily injury" or"property damage" occurs. C. "Bodily injury", "property damage"or"personal and advertising injury"arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the"occurrence"which caused the"bodily injury" or"property damage", or the offense which caused the"personal and advertising injury", involved the rendering of, or the failure to render, any professional architectural, engineering or surveying services. d. "Bodily injury"or"property damage"occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed;or (2) That portion of"your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED—OWNERS, LESSEES OR CONTRACTORS endorsement issued by us and made a part of this policy. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III— Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis,this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. ©2013 Liberty Mutual Insurance CG 88 10 04 13 includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 8 b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease,facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the additional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured,this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. 1. ADDITIONAL INSUREDS-EXTENDED PROTECTION OF YOUR"LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. Give written notice of an"occurrence"or an offense that may result in a claim or"suit" under this insurance to us; b. Tender the defense and indemnity of any claim or"suit"to all insurers whom also have insurance available to the additional insured; and C. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit' by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III—Limits of Insurance of this policy,whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED -INCIDENTAL MEDICAL ERRORS/MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION -MANAGEMENT EMPLOYEES Paragraph 2.a.(1)of Section II -Who Is An Insured is replaced with the following: (1) "Bodily injury"or"personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture),to your members (if you are a limited liability company),to a co-"employee"while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers"while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or"volunteer worker"as a consequence of Paragraph (1)(a)above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a)or(b)above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing professional health care personnel to others, or if coverage for providing professional health care services is not otherwise excluded by separate endorsement, this provision (Paragraph(d))does not apply. ©2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 6 Of 8 Paragraphs(a)and (b)above do not apply to"bodily injury"or"personal and advertising injury"caused by an "employee"who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's"job responsibilities assigned by you, includes the direct supervision of other"employees"of yours. However, none of these"employees" are insureds for"bodily injury" or"personal and advertising injury"arising out of their willful conduct, which is defined as the purposeful or willful intent to cause"bodily injury" or"personal and advertising injury", or caused in whole or in part by their intoxication by liquor or controlled substances. The coverage provided by provision J. is excess over any other valid and collectable insurance available to your "employee". K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3.of Section II-Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury"or"property damage"that occurred before you acquired or formed the organization; and C. Coverage B does not apply to"personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV—Commercial General Liability Conditions, the following is added to Condition 6. Representations: Your failure to disclose all hazards or prior"occurrences"existing as of the inception date of the policy shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or prior"occurrences" is not intentional. M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV—Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: Knowledge of an"occurrence", offense, claim or"suit" by an agent, servant or"employee" of any insured shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section 11—Who Is An Insured or a person who has been designated by them to receive reports of "occurrences", offenses, claims or"suits"shall have received such notice from the agent, servant or "employee". N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V—Definitions, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness or disease sustained by a person. This includes mental anguish, mental injury, shock, fright or death that results from such physical injury, sickness or disease. ©2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 8 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury"or"property damage"expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injury"or"property damage"resulting from the use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US—WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV— Commercial General Liability Conditions, the following is added to Condition 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or"your work"done under a contract with that person or organization and included in the"products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agreement. OO 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 8 of 8 COMMERCIAL GENERAL LIABILITY CG 88 70 12 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONSTRUCTION PROJECT(S) - GENERAL AGGREGATE LIMIT (PER PROJECT) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. For all sums which the insured becomes legally obligated to pay as damages caused by"occurrences" under Section I—Coverage A-Bodily Injury And Property Damage Liability, and for all medical expenses caused by accidents under Section 1—Coverage C Medical Payments, which can be attributed only to ongoing operations at a single construction project away from premises owned by or rented to you: 1. A separate Construction Project General Aggregate Limit applies to each construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of"bodily injury"or"property damage" included in the"products-completed operations hazard", and for medical expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or"suits" brought; or C. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Construction Project General Aggregate Limit for that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Construction Project General Aggregate Limit for any other construction project. 4. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Construction Project General Aggregate Limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by"occurrences" under Section I—Coverage A-Bodily Injury And Property Damage Liability, and for all medical expenses caused by accidents under Section I—Coverage C Medical Payments,which cannot be attributed only to ongoing operations at a single construction project away from premises owned by or rented to you: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-Completed Operations Aggregate Limit,whichever is applicable; and 2. Such payments shall not reduce any Construction Project General Aggregate Limit. C. When coverage for liability arising out of the"products-completed operations hazard"is provided,any payments for damages because of"bodily injury'or"property damage"included in the "products- completed operations hazard"will reduce the Products-Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Construction Project General Aggregate Limit. D. If the applicable construction project has been abandoned, delayed, or abandoned and then restarted,or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of Section III -Limits Of Insurance not otherwise modified by this endorsement shall continue to apply. CG 88 70 12 08 Includes copyrighted material of ISO Properties,Inc.,with its permission. Page 1 of 1 This page has been left blank intentionally. COMMERCIAL AUTO AC 85 01 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGEINDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 13 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 4 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 21 AMENDED FELLOW EMPLOYEE EXCLUSION 6 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 15 BODILY INJURY REDEFINED 25 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 3 EXTRA EXPENSE- BROADENED COVERAGE 11 GLASS REPAIR-WAIVER OF DEDUCTIBLE 17 HIRED AUTO COVERAGE TERRITORY 23 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 7 LOAN / LEASE GAP (Coverage Not Available In New York) 16 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 2 PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) 18 PERSONAL EFFECTSCOVERAGE 12 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE g PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM 14 PRIMARY AND NON-CONTRIBUTORY -WRITTEN CONTRACT OR WRITTEN AGREEMENT 24 RENTAL REIMBURSEMENT 10 SUPPLEMENTARY PAYMENTS 5 TOWING AND LABOR 8 TRAILERS - INCREASED LOAD CAPACITY 1 TWO OR MORE DEDUCTIBLES 19 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 20 WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US 22 SECTION I -COVERED AUTOS is amended as follows: 1. TRAILERS-INCREASED LOAD CAPACITY The following replaces Paragraph CA. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I-COVERED AUTOS: "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 1 of 7 SECTION II -LIABILITY COVERAGE is amended as follows: 2. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph A.I. - Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 3. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 4. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION It - LIABILITY COVERAGE, Paragraph A.I. Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance. 5. SUPPLEMENTARY PAYMENTS SECTION 11 - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations )required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 2 of 7 6. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added: SECTION II - LIABILITY, Exclusion B.S. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of"loss". This coverage is excess over any other collectible insurance. SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: 7. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee's" household. Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 8. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 3 of 7 9. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of$50 per day and a maximum limit of $1,500. 10. RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE, A.Coverage, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident' or "loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lessor vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 12.13. 11. EXTRA EXPENSE -BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 12, PERSONAL EFFECTS COVERAGE A. SECTION III -PHYSICAL DAMAGE COVERAGE,A.Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V-DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties. 13. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III -PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for 'loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 4 of 7 14. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 15. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 16. LOAN /LEASE GAP COVERAGE(Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a "Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; L Any amount representing taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss". © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 5 of 7 C. SECTION V -DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a 'loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 17. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III -PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 18. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to 'loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The 'loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 19. TWO OR MORE DEDUCTIBLES Under SECTION Ill - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 6 of 7 21. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is replaced in its entirety by the follow- ing: a. In the event of"accident", claim, "suit" or "loss", you must promptly notify us when it is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insureds" name and address; and (c) The names and addresses of any injured persons and witnesses. 22. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 23. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B.7. Policy Period, Coverage Territory, is amended by the addition of the following: f. For"autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured's" responsibility to pay for damages is determined in a "suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. 24. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV -BUSINESS AUTO CONDITIONS, General Conditions, B.S. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V-DEFINITIONS is amended as follows: 25. BODILY INJURY REDEFINED Under SECTION V -DEFINITIONS, Definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. © 2017 Liberty Mutual Insurance AC 85 01 06 18 includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 7 of 7 This page has been left blank intentionally. CU 64 95 12 07 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us to the extent that such insurance is provided by a policy listed in the Schedule of Underlying Insurance, and for no broader coverage than is provided by such policy. This endorsement does not change any other provisions of the policy. CU 64 95 12 07 This page has been left blank intentionally. CU60020697 COMMERCIAL UMBRELLA COVERAGE FORM There are provisions in this policy that restrict coverage, Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy,the words "you"and"your" refer to the Named Insured as defined in Insuring Agreement,V. DEFINITIONS.The words"we,""us"and "our"refer to the Company providing this insurance. The word "Insured"means any person or organization qualifying as such in Insuring Agreement,V. DEFINITIONS. Words and phrases that appear in quotation marks have special meaning and can be found in the DEFINITION Section or the specific policy provision where they appear. In consideration of the payment of the premium and in reliance upon the statements in the Declarations we agree with you to provide coverage as follows: INSURING AGREEMENTS I. COVERAGE We will pay on behalf of the"Insured"those sums in excess of the"Retained Limit"that the"Insured" becomes legally obligated to pay by reason of liability imposed by law or assumed by the"Insured" under an"insured contract"because of"bodily injury,""property damage,""personal injury,"or"advertising injury"that takes place during the Policy Period and is caused by an "occurrence"happening anywhere. The amount we will pay for damages is limited as described below in the Insuring Agreement Section II. LIMITS OF INSURANCE. II. LIMITS OF INSURANCE A. The Limits of Insurance shown in Item 4.of the Declarations and the rules below state the most we will pay regardless of the number of: 1. "Insureds"; 2. "claims"made or"suits"brought; or 3. persons or organizations making"claims"or bringing"suits." B. The General Aggregate Limit is the most we will pay for all damages covered under the Insuring Agreement in Section I., except: 1. damages included in the"products-completed operations hazard'; and 2. coverages included in the policies listed in the Schedule of Underlying Insurance to which no underlying aggregate limit applies. The amount stated on the Declarations as the General Aggregate Limit is the most we will pay for all damages arising out of any"bodily injury,""property damage,""personal injury,"or"advertising injury" subject to an aggregate limit in the"underlying insurance."The General Aggregate Limit applies separately and in the same manner as the aggregate limits in the"underlying insurance." C. The Products-Completed Operations Aggregate Limit is the most we will pay for all damages included in the "products-completed operations hazard." D. Subject to B.or C. in Section II. LIMITS OF INSURANCE,whichever applies, the Each Occurrence Limit is the most we will pay for"bodily injury,""property damage,""personal injury,"or"advertising injury" covered under the Insuring Agreement in Section I. because of all"bodily injury,""property damage," "personal injury," or"advertising injury"arising out of any one"occurrence." CU 60 02 06 97 (Page 1 of 15) E. If the applicable Limits of Insurance of the policies listed in the Schedule of Underlying Insurance or of other insurance providing coverage to the"Insured"are reduced or exhausted by actual payment of one or more"claims,"subject to the terms and conditions of this policy, we will: 1. in the event of reduction, pay in excess of the reduced underlying Limits of Insurance, or; 2. in the event of exhaustion, continue in force as"underlying insurance," but for no broader coverage than is available under this policy. F. The Limits of Insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. G. Retained Limit We will be liable only for that portion of damages, subject to the Each Occurrence Limit stated in the Declarations, in excess of the"retained limit,"which is the greater of: 1. the total amounts stated as the applicable limits of the underlying policies listed in the Schedule of Underlying Insurance and the applicable limits of any other insurance providing coverage to the "Insured"during the Policy Period; or 2. the amount stated in the Declarations as Self-Insured Retention as a result of any one "occurrence" not covered by the underlying policies listed in the Schedule of Underlying Insurance nor by any other insurance providing coverage to the"Insured"during the Policy Period; and then up to an amount not exceeding the Each Occurrence Limit as stated in the Declarations. Once the Self-Insured Retention has been exhausted by actual payment of"claims" in full by the "Insured,"the Self-Insured Retention will not be reapplied or again payable by the"Insured"for said Policy Period. III. DEFENSE A. We will have the right and duty to investigate any"claim"and defend any"suit'seeking damages covered by the terms and conditions of this policy when: 1. the applicable Limits of Insurance of the underlying policies listed in the Schedule of Underlying Insurance and the Limits of Insurance of any other insurance providing coverage to the"Insured" have been exhausted by actual payment of"claims"for any'occurrence"to which this policy applies; or 2. damages are sought for any"occurrence"which is covered by this policy but not covered by any underlying policies listed in the Schedule of Underlying Insurance or any other insurance providing coverage to the'Insured." B. When we assume the defense of any"claim"or"suit': 1. We will investigate any"claim"and defend any"suit"against the"Insured"seeking damages on account of any occurrence"covered by this policy. We have the right to investigate, defend and settle the"claim"or"suit'as we deem expedient. 2. All expenses we incur in the investigation of any"claim"or defense of any"suit'are in addition to our Limits of Insurance. CU 60 02 06 97 (Page 2 of 15) 3. We will pay the following as expenses,to the extent that they are not included in the coverage in the underlying policies listed in the Schedule of Underlying Insurance or in any other insurance providing coverage to the"Insured": a. premiums on bonds to release attachments, which bond amounts will not exceed our Limits of Insurance, but we are not obligated to apply for or furnish any such bond; b. premiums on appeal bonds,which bond amounts will not exceed our policy limits, required by law to appeal any"claim"or"suit"we defend, but we are not obligated to apply for or furnish any such bond; C. all costs taxed against the"Insured" in any"claim"or"suit"we defend; d. pre-judgment interest awarded against the"Insured"on that part of the judgment we pay that is within our applicable Limits of Insurance. If we make an offer to pay the applicable Limits of Insurance, we will not pay any pre-judgment interest based on the period of time after the offer; e. all interest that accrues after entry of judgment and before we have paid, offered to pay or deposited in court the part of the judgment that is within our applicable Limit of Insurance; f. the"Insured's"actual and reasonable expenses incurred at our request. C. We will not investigate any"claim" or defend any"suit"after our applicable Limits of Insurance have been exhausted by payment of judgments or settlements. D. In all other instances except Subsection A. in Section III. DEFENSE,we will not be obligated to assume charge of the investigation, settlement or defense of any"claim"or"suit"against the"Insured." We will, however, have the right and will be given the opportunity to participate in the settlement, defense and trial of any"claim"or"suit" relative to any"occurrence"which, in our opinion, may create liability on our part under the terms of this policy. If we exercise such right, we will do so at our own expense. IV. EXCLUSIONS This insurance does not apply to: A. "Bodily injury" or"property damage" expected or intended from the standpoint of the"Insured." This exclusion does not apply to"bodily injury"resulting from the use of reasonable force to protect persons or property. B. Any obligation of the"Insured" under a Workers Compensation, Unemployment Compensation or Disability Benefits Law,or under any similar law, regulation or ordinance- C. Any obligation of the"Insured" under the Employee Retirement Income Security Act of 1974 or any amendments to that act, or under any similar law, regulation or ordinance. D. Any obligation of the"Insured"under a No Fault, Uninsured Motorist or Underinsured Motorist law, or under any similar law, regulation or ordinance. E. "Property damage"to"impaired property"or property that has not been physically injured, arising out of: 1. a defect, deficiency, inadequacy or dangerous condition in "your product"or"your work'; or 2. a delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to"your product"or"your work"after it has been put to its intended use. CU 60 02 06 97 (Page 3 of 15) F. "Property damage"to"your product'arising out of it or any part of it. G. 'Property damage"to"your work"arising out of it or any part of it and included in the"products-completed operations hazard." This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. H. Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: 1. "your product'; 2. "your work"; or 3. "impaired property" if such product,work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. I. 'Property damage"to property owned by the'Insured." J. "Personal injury"or"advertising injury": 1. arising out of oral, written, televised, videotaped, or electronic publication of material, if done by or at the direction of the'Insured"with knowledge of its falsity; 2. arising out of oral, written,televised, videotaped, or electronic publication of material whose first publication took place before the beginning of the policy period; 3. arising out of the willful violation of a penal statute or ordinance committed by or with consent of the"Insured"; or 4. for which the'Insured"has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the"Insured"would have in the absence of the contract or agreement. K. "Advertising injury"arising out of: 1. breach of contract, other than misappropriation of advertising ideas under an implied contract; 2. the failure of goods, products or services to conform with advertised quality or performance; 3. the wrong description of the price of goods, products or services; or 4. an offense committed by an'Insured"whose business is advertising, broadcasting, publishing or telecasting. L. Any liability, including but not limited to settlements,judgments, costs, charges, expenses, costs of investigations, or the fees of attorneys, experts, or consultants, arising out of or in any way related to: 1. The actual, alleged or threatened presence, discharge, dispersal, seepage, migration, release, or escape of"pollutants," however caused. 2. Any request, demand or order that any'Insured"or others test for, monitor, clean-up, remove, contain, treat, detoxify, neutralize or in any way respond to or assess the effects of"pollutants." This includes demands, directives, complaints, "suits,"orders or requests brought by any governmental entity or by any person or group of persons. 3. Steps taken or amounts incurred by a governmental unit or any other person or organization to test for, monitor, clean-up, remove, contain, treat, detoxify or neutralize or assess the effects of "pollutants." This exclusion will apply to any liability, costs, charges, or expenses, or any judgments or settlements, arising directly or indirectly out of pollution whether or not the pollution was sudden, accidental, gradual, intended, expected, unexpected, preventable or not preventable. CU 60 02 06 97 (Page 4 of 15) As used in this exclusion "pollutants"means any solid, liquid, gaseous, or thermal irritant or contaminant, including, but not limited to smoke, vapor, soot,fumes, acids, alkalis, chemicals and waste material. Waste material includes materials which are intended to be or have been recycled, reconditioned or reclaimed. M. 'Bodily injury"or"property damage"due to war, whether or not declared, or any act or condition incident to war. War includes civil war, insurrection, rebellion or revolution. This exclusion applies only to liability assumed under a contract or agreement. N. Any liability, including, but not limited to settlements,judgments, costs, charges, expenses, costs of investigations, or the fees of attorneys, experts, or consultants arising out of or related in any way, either directly or indirectly,to: 1. asbestos, asbestos products, asbestos-containing materials or products, asbestos fibers or asbestos dust, including, but not limited to, manufacture, mining, use, sale, installation, removal, or distribution activities; 2. exposure to testing for, monitoring of, cleaning up, removing, containing or treating of asbestos, asbestos products, asbestos-containing materials or products, asbestos fibers or asbestos dust; or 3. any obligation to investigate, settle or defend, or indemnify any person against any"claim"or"suit" arising out of, or related in any way, either directly or indirectly, to asbestos, asbestos products, asbestos-containing materials or products, asbestos fibers or asbestos dust. 0. 'Bodily injury,""property damage,""personal injury"or"advertising injury"arising out of any: 1. refusal to employ or promote; 2. termination of employment; 3. coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, molestation, humiliation, discrimination or other employment related practices, policies, acts or omissions; or 4. consequential"bodily injury,""property damage,""personal injury"or"advertising injury"as a result of 0.1.through 0.3. This exclusion applies whether the"Insured"may be held liable as an employer or in any other capacity and to any obligation to share damages with or to repay someone else who must pay damages because of"bodily injury,""property damage,""personal injury"or"advertising injury." P. 'Bodily injury,""property damage,""personal injury"or"advertising injury"excluded by the Nuclear Energy Liability Exclusion attached to this Policy. Q. The following Items 1.through 4., except to the extent that such insurance is provided by a policy listed in the Schedule of Underlying Insurance, and for no broader coverage than is provided by such policy: 1. Liability of any employee with respect to"bodily injury,""property damage,""personal injury"or "advertising injury"to you or to another employee of the same employer injured in the course of such employment. 2. "Bodily injury"or"property damage"arising out of the ownership, maintenance, operation, use, "loading"or"unloading"of any watercraft, if such watercraft is owned, or chartered without crew, by or on behalf of any"Insured." This exclusion will not apply to watercraft while ashore on any premises owned by, rented to, or controlled by you. 3. "Bodily injury"or"property damage"arising out of the ownership, maintenance, operation, use, "loading"or"unloading"of any aircraft, if such aircraft is owned, or hired without pilot or crew, by or on behalf of any'Insured." CU 60 02 06 97 (Page 6 of 15) 4. "Bodily injury"to: a. an employee of any"Insured"arising out of and in the course of: i. employment by any"Insured"; or ii. performing duties related to the conduct of any"Insured's"business; or b. the spouse, child, parent, brother or sister of that employee as a consequence of Paragraph 4.a. This exclusion applies: a. whether any"Insured"may be liable as an employer or in any other capacity; and b. to any obligation to share damages with or repay someone else who must pay damages because of the injury. V. DEFINITIONS A. "Advertising injury" means injury arising solely out of advertising activities of any"Insured"as a result of one or more of the following offenses during the policy period: 1. oral, written,televised, videotaped, or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; 2. oral,written, televised, videotaped, or electronic publication of material that violates a person's right of privacy; 3. misappropriation of advertising ideas or style of doing business; 4. infringement of copyright,title or slogan; or 5. mental injury, mental anguish, humiliation, or shock, if directly resulting from Items A.1. through A.4. B. "Auto"means a land motor vehicle,trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. "Auto"does not include"mobile equipment." C. "Bodily injury"means physical injury, sickness, or disease, including death of a person. "Bodily injury"also means mental injury, mental anguish, humiliation, or shock if directly resulting from physical injury, sickness, or disease to that person. D. "Claim" means any demand for monetary damages upon an"Insured" resulting from a covered "occurrence." E. "Impaired property"means tangible property, other than"your product"or"your work,"that cannot be used or is less useful because: 1. it incorporates"your product"or"your work"that is known or thought to be defective,deficient, inadequate or dangerous; or 2. you have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: 1. the repair, replacement, adjustment or removal of"your product"or"your work"; or 2. your fulfilling the terms of the contract or agreement. F. "Insured" means each of the following, to the extent set forth: 1. The Named Insured meaning: a. Any person or organization listed in Item 1. of the Declarations, and any Company of which you own more than 50%, as of the effective date of this policy. b. Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company, and over which you maintain ownership or majority interest,will qualify to be a Named Insured However: CU 60 02 06 97 (Page 6 of 15) (1) coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period,whichever is earlier; (2) coverage does not apply to"bodily injury,""property damage,""personal injury"or "advertising injury"that occurred before you acquired or formed the organization; and (3) coverage applies only if the organization is included under the coverage provided by the policies listed in the Schedule of Underlying Insurance and then for no broader coverage than is provided under such underlying policies. 2. If you are an individual, you and your spouse, but only with respect to the conduct of a business of which you are the sole owner as of the effective date of this policy. 3. If you are a partnership or joint venture, the partners or members and their spouses but only as respects the conduct of your business. 4. If you are a limited liability company, the members or managers but only as respects the conduct of your business. 5. Any person or organization, other than the Named Insured, included as an additional "Insured"by virtue of an"insured contract,"and to which coverage is provided by the"underlying insurance," and for no broader coverage than is provided by the"underlying insurance"to such additional "Insured." 6. Any of your partners, executive officers, directors, or employees but only while acting within the scope of their duties. However,the coverage granted by this Provision 6.does not apply to the ownership, maintenance, use, "loading"or"unloading"of any"autos,"aircraft or watercraft unless such coverage is included under the policies listed in the Schedule of Underlying Insurance and for no broader coverage than is provided under such underlying policies. Employees include"leased workers"but not"temporary workers." "Leased workers"are leased to you by a labor leasing firm under an agreement between you and the labor leasing firm to perform related duties to the conduct of your business. "Leased workers"are not"temporary workers." "Temporary workers"are persons furnished to you to substitute for permanent employees on leave or to meet seasonal or short-term workload conditions. 7. Any person, other than one of your employees, or organization while acting as your real estate manager. 8. Any person (other than your partners, executive officers, directors, stockholders or employees)or organizations with respect to any"auto"owned by you, loaned to you or hired by you or on your behalf and used with your permission. However, the coverage granted by this Provision 8. does not apply to any person using an"auto" while working in a business that sells, services, repairs or parks"autos" unless you are in that business. 9. No person or organization is an"Insured"with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. G. 'Insured contract'means any oral or written contract or agreement entered into by you and pertaining to your business under which you assume the"tort liability'of another party to pay for"bodily injury"or "property damage"to a third person or organization, arovided that the"bodily injury"or"property damage" occurs subsequent to the execution of the contractor agreement. "Tort liability'means a civil liability that would be imposed by law in the absence of any contract or agreement. CU 60 02 06 97 (Page 7 of 15) H. "Loading"or"unloading" means the handling of property: 1. after it is removed from the place where it is accepted for movement into or onto an aircraft, watercraft or"auto"; 2. while it is in or on an aircraft,watercraft or"auto"; 3. while it is being moved from an aircraft, watercraft or"auto"to the place where it is finally delivered. However, "loading"or"unloading"does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or"auto." I. "Mobile equipment"means any of the following types of land vehicles, including any attached machinery or equipment: 1. bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; 2. vehicles maintained for use solely on or next to premises you own or rent; 3. vehicles that travel on crawler treads; 4. vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: a. power cranes, shovels, loaders, diggers or drills; or b. road construction or resurfacing equipment such as graders, scrapers or rollers; 5. vehicles not described in 1., 2., 3.,or 4. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: a. air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment or b. cherry pickers and similar devices used to raise or lower workers; 6. vehicles not described in 1.,2., 3.,or 4. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not"mobile equipment'but will be considered "autos": a. equipment designed primarily for: (1) snow removal; (2) road maintenance, but not construction or resurfacing; or (3) street cleaning; b. cherry pickers and similar devices mounted on auto or truck chassis and used to raise or lower workers; and C. air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. J. "Occurrence" means: 1. as respects"bodily injury"or"property damage,"an accident, including continuous or repeated exposure to substantially the same general harmful conditions; 2. as respects"personal injury,"an offense arising out of the business of any"insured"that results in "personal injury." All damages that arise from the same or related injurious material or acts will be considered as arising out of one"occurrence," regardless of the frequency or repetition thereof, the number and kind of media used and the number of claimants; CU 60 02 06 97 (Page 8 of 15) 3. as respects"advertising injury,"an offense committed in the course of advertising your goods, products and services that results in "advertising injury." All damages that arise from the same or related injurious material or acts will be considered as arising out of one"occurrence," regardless of the frequency or repetition thereof, the number and kind of media used and the number of claimants. K. "Personal injury"means injury other than"bodily injury"or"advertising injury"arising out of one or more of the following offenses during the policy period: 1. false arrest, detention or imprisonment; 2. malicious prosecution; 3. the wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies by or on behalf of its owner, landlord or lessor; 4. oral, written, televised, videotaped, or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; 5. oral, written, televised, videotaped, or electronic publication of material that violates a person's right of privacy; or 6. mental injury, mental anguish, humiliation, or shock, if directly resulting from Items K.I.through 5. L. 1. "Products-completed operations hazard"means all"bodily injury"and"property damage"from an "occurrence"taking place away from premises you own or rent and arising out of"your product"or "your work"except: a. products that are still in your physical possession; or b. work that has not yet been completed or abandoned. 2. "Your work"will be deemed completed at the earliest of the following times: a When all of the work called for in your contract has been completed. b. When all of the work to be done at the site has been completed if your contract calls for work at more than one site. C. When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. 3. This"products-completed operations hazard"does not include"bodily injury"or"property damage" arising out of: a. the transportation of property, unless the injury or damage arises out of a condition in or on a vehicle created by the"loading"or"unloading"of it; b. the existence of tools, uninstalled equipment or abandoned or unused materials. M. "Property damage"means: 1. physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it, or 2. loss of use of tangible property that is not physically injured. All such loss will be deemed to occur at the time of the"occurrence"that caused it. N. "Suit"means a civil proceeding which seeks monetary damages because of"bodily injury,""property damage,""personal injury,"or"advertising injury"to which this insurance applies. "Suit" includes: CU 60 02 06 97 (Page 9 of 15) 1. an arbitration proceeding in which such damages are claimed and to which you must submit or do submit with our consent; or 2. any other alternative dispute resolution proceeding in which such damages are claimed and to which you submit with our consent. O. "Underlying insurance" means the insurance coverage provided under policies shown in the Schedule of Underlying Insurance, or any additional policies agreed to by us in writing. It includes any policies issued to replace those policies during the term of this insurance that provide: 1. at least the same policy limits, and 2. insurance for the same hazards, except as to any modifications which are agreed to by us in writing. P. "Your product"means: 1. Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: a. you; b. others trading under your name; or C. a person or organization whose business or assets you have acquired; and 2. Containers(other than vehicles)materials, parts or equipment furnished in connection with such goods or products. "Your product" includes: 1. warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product"; and 2. the providing of or failure to provide warnings or instructions. "Your product"does not include vending machines or other property rented to or located for the use of others but not sold. Q. "Your work" 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. "Your work" includes: 1. warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your work"; and 2. the providing of or failure to provide warnings or instructions. VI. Conditions A. Appeals If the"Insured"or an "Insured's"underlying insurers do not appeal a judgment in excess of the"retained limit,"we have the right to make such an appeal. If we elect to appeal, our liability on such an award or judgment will not exceed our Limits of Insurance as stated in Item 4. of the Declarations plus the cost and expense of such appeal. B. Audit We may audit and examine your books and records as they relate to this policy at any time during the period of this policy and for up to three years after the expiration or termination of this policy. C. Bankruptcy or Insolvency The bankruptcy, insolvency or inability to pay of any"Insured"or the bankruptcy, insolvency or inability to pay of any of the Underlying Insurers will not relieve us from the payment of any"claim"or"suit"covered by this policy. Under no circumstances will such bankruptcy, insolvency or inability to pay require us to drop down and replace the"retained limit"or assume any obligation with the"retained limit." CU 60 02 06 97 (Page 10 of 15) D. Cancellation 1. You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. 2. We may cancel this policy. If we cancel because of nonpayment of premium, we must mail or deliver to you not less than ten (10)days advance written notice stating when the cancellation is to take effect. If we cancel for any other reason,we must mail or deliver to you not less than thirty (30)days advance written notice stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in Item 1.of the Declarations will be sufficient to prove notice. 3. The policy period will end on the day and hour stated in the cancellation notice. 4. If we cancel, final premium will be calculated pro rata based on the time this policy was in force. Final premium will not be less than the Minimum Premium as shown in Item 3.of the Declarations. 5. If you cancel, final premium will be more than pro rata; it will be based on the time this policy was in force and increased by our short rate cancellation table and procedure. Final premium will not be less than the Minimum Premium as shown in Item 3. of the Declarations. 6. Premium adjustment may be made at the time of cancellation or as soon as practicable thereafter but the cancellation will be effective even if we have not made or offered any refund due you. Our check or our representative's check, mailed or delivered, will be sufficient tender of any refund due you. 7. The first Named Insured in Item 1.of the Declarations will act on behalf of all other"Insured's" with respect to the giving and receiving of notice of cancellation and the receipt of any refund that may become payable under this policy. 8. Any of these provisions that conflict with a law that controls the cancellation of the insurance in this policy is changed by this statement to comply with the law. E. Changes Notice to any agent or knowledge possessed by any agent or any other person will not effect a waiver or a change in any part of this policy. This policy can only be changed by a written endorsement that becomes a part of this policy and that is signed by one of our authorized representatives. F. Duties in The Event of An Occurrence, Claim Or Suit 1. You must see to it that we are notified as soon as practicable of an"occurrence"which may result in a"claim"or"suit" under this policy. To the extent possible, notice will include: a. how, when and where the"occurrence"took place; b. the names and addresses of any injured person and witnesses; C. the nature and location of any injury or damage arising out of the"occurrence." 2. If a"claim"or"suit"against any"Insured"is reasonably likely to involve this policy you must notify us in writing as soon as practicable. 3. You and any other involved"Insured"must: a. immediately send us copies of any demands, notices, summonses or legal papers received in connection with the"claim"or"suit' b. authorize us to obtain records and other information; CU 60 02 06 97 (Page 11 of 15) C. cooperate with us in the investigation, settlement or defense of the"claim"or"suit"; and d. assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the"Insured"because of injury or damage to which this insurance may also apply. 4. The"Insured's"will not, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid,without our consent. G. Inspection We have the right, but are not obligated,to inspect the premises and operations of any"Insured"at any time. Our inspections are not safety inspections. They relate only to the insurability of the premises and operations of any"Insured"and the premiums to be charged. We may give you reports on the conditions we find. We may also recommend changes. While they may help reduce losses,we do not undertake to perform the duty of any person or organization to provide for the health or safety of any employees or the public. We do not warrant that the premises or operations of any"Insured" are safe or healthful or that they comply with laws, regulations, codes or standards. H. Legal Actions Against Us There will be no right of action against us under this insurance unless: 1. you have complied with all the terms of this policy; and 2. the amount you owe has been determined by settlement with our consent or by actual trial and final judgment; This insurance does not give anyone the right to add us as a party in an action against you to determine your liability. 1. Maintenance of Underlying Insurance During the period of this policy, you agree: 1. to keep the policies listed in the Schedule of Underlying Insurance in full force and effect; 2. that any renewals or replacements of the policies listed in the Schedule of Underlying Insurance will not be more restrictive in coverage; 3. that the Limits of Insurance of the policies listed in the Schedule of Underlying Insurance will be maintained except for any reduction or exhaustion of aggregate limits by payment of"claims"or "suits"for"occurrences"covered by"underlying insurance';and 4. that the terms, conditions and endorsements of the policies listed in the Schedule of Underlying Insurance will not change during the period of this policy such as to increase the coverage afforded under this policy. If you fail to comply with these requirements, we will only be liable to the same extent that we would have been had you fully complied with these requirements. J. Otherinsurance If other insurance applies to a loss that is also covered by this policy, this policy will apply excess of the other insurance. Nothing herein will be construed to make this policy subject to the terms, conditions and limitations of such other insurance. However, this provision will not apply if the other insurance is specifically written to be excess of this policy. K. Premium The first Named Insured designated in Item 1.of the Declarations will be responsible for payment of all premiums when due. The premium for this policy will be computed on the basis set forth in Item 3. of the Declarations. At the beginning of the policy period, you must pay us the Advance Premium shown in Item 3. of the Declarations. CU 60 02 06 97 (Page 12 of 15) When this policy expires or if it is canceled, we will compute the earned premium for the time this policy was in force. If this policy is subject to audit adjustment,the actual exposure basis will be used to compute the earned premium. If the earned premium is greater than the Advance Premium, you will promptly pay us the difference. If the earned premium is less than the Advance Premium, we will return the difference to you. But in any event we will retain the Minimum Premium as shown in Item 3. of the Declarations for each twelve months of our policy period. L. SEPARATION OF INSUREDS Except with respect to our Limits of Insurance and any rights or duties specifically assigned to the first Named Insured designated in Item 1. of the Declarations,this insurance applies: 1. as if each Named Insured were the only Named Insured; and 2. separately to each "Insured"against whom "claim"is made or"suit"brought. M. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US If any"Insured" has rights to recover all or part of any payment we have made under this policy,those rights are transferred to us. The"Insured"must do nothing after loss to impair those rights and must help us enforce them. Any recoveries will be applied as follows: 1. any interests, including the"Insured,"that have paid an amount in excess of our payment under this policy will be reimbursed first; 2. we then will be reimbursed up to the amount we have paid; and 3. lastly, any interests, including the"Insured,"over which our insurance is excess, are entitled to claim the residue. Expenses incurred in the exercise of rights of recovery will be apportioned between the interests, including the"Insured," in the ratio of their respective recoveries as finally settled. N. TERMS CONFORMED TO STATUTE The terms of this Policy which are in conflict with the statutes of the state where this Policy is issued are amended to conform to such statutes. If we are prevented by law or statute from paying on behalf of an "Insured,"then we will, where permitted by law or statute, indemnify the"Insured"for those sums in excess of the "retained limit." O. TRANSFER OF YOUR RIGHTS AND DUTIES Your rights and duties under this policy may not be transferred without our written consent. If you die or are legally declared bankrupt, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. However, notice of cancellation sent to the first Named Insured designated in Item 1. of the Declarations and mailed to the address shown in this policy will be sufficient notice to effect cancellation of this policy. P. WHEN LOSS IS PAYABLE Coverage under this policy will not apply unless and until any"Insured"or an"Insured's"underlying insurer is obligated to pay the"retained limit." When the amount of loss has finally been determined, we will promptly pay on behalf of the"Insured"the amount of loss falling within the terms of this policy. You will promptly reimburse us for any amount within the Self-Insured Retention advanced by us at our discretion on behalf of any"Insured." CU 60 02 06 97 (Page 13 of 15) NUCLEAR ENERGY LIABILITY EXCLUSION This policy does not apply to: 1. Any liability, injury or damage: a. with respect to which any"Insured" under the policy is also an "Insured" under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an "Insured"under any such policy but for its termination upon exhaustion of its Limits of Insurance; or b. resulting from the"hazardous properties"of"nuclear material'and with respect to which (a) a person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or(b) any"Insured"is, or had this policy not been issued would be,entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. 2. Any injury or"nuclear property damage" resulting from the"hazardous properties"of"nuclear material," if: a. the"nuclear material'(a) is at any"nuclear facility"owned by, or operated by or on behalf of, any"Insured" or(b) has been discharged or dispersed therefrom; b. the"nuclear material' is contained in"spent fuel'or"nuclear waste"at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of any"Insured'; or C. the injury or"nuclear property damage"arises out of the furnishing by any"Insured"of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility," but if such facility is located within the United States of America, its territories or possessions or Canada,this Exclusion 2.c, applies only to"nuclear property damage"to such"nuclear facility'and any property therein. 3. As used in this exclusion: a. "Hazardous properties"includes radioactive, toxic or explosive properties. b. "Nuclear facility'means: I. any"nuclear reactor"; ii. any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) processing or utilizing "spent fuel'or (3) handling, processing or packaging"nuclear waste"; iii. any equipment or device used for the processing, fabricating or alloying of"special nuclear material' if at any time the total amount of such material in the custody of any"Insured"at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; iv, any structure, basin, excavation, premises or place prepared or used for the storage or disposal of, "nuclear waste,"and includes the site on which any of the foregoing is located, all operations considered on such site and all premises used for such operations. C. "Nuclear material' means"source material,""special nuclear material'or by-product material. d. "Nuclear property damage" includes all forms of radioactive contamination of property. CU 60 02 06 97 (Page 14 of 15) e. "Nuclear reactor"means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. f. "Nuclear waste"means any nuclear waste material(a)containing"by-product material'other than the tailings of nuclear waste produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its"source material'content, and (b) resulting from the operation by any person or organization of any"nuclear facility"included within the definition of"nuclear facility"under Paragraph 3.b.i. or 3.b.ii. g. "Source material,""special nuclear material,"and"by-product material'have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. h. "Spent fuel'means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a"nuclear reactor." This endorsement does not change any other provision of the policy. In Witness Whereof,we have caused this policy to be executed and attested, but this policy will not be valid unless countersigned by one of our duly authorized representatives,where required by law. CU 60 02 06 97 (Page 15 of 16) This page has been left blank intentionally. i