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Home My WebLink AboutCAG2020-110 - Amendment - #3 - GeoEngineers, Inc. - Signature Point Levee 30% Design Services - 11/09/2021Nancy Y. for Thomas Leyrer Public Works 11/10/2021 11/12/2021 N/A D20085 N/A GeoEngineers, Inc.Contract Amendment Signature Pointe Levee Extend the time of completion to December 31, 2022 due to the project will not be completed this year. Other 12/31/2022 $0 CAG2020-110 AMENDMENT - 1 OF 2 AMENDMENT NO. 3 NAME OF CONSULTANT OR VENDOR: GeoEngineers, Inc. CONTRACT NAME & PROJECT NUMBER: Signature Pointe Levee ORIGINAL AGREEMENT DATE: April 7, 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: No change to the scope of work, however an amendment is necessary to extend the time of completion to December 31, 2022 due to the project will not be completed by the end of this year. 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, including applicable WSST $ Net Change by Previous Amendments including applicable WSST $ Current Contract Amount including all previous amendments $ Current Amendment Sum $ Applicable WSST Tax on this Amendment $ Revised Contract Sum $ AMENDMENT - 2 OF 2 Original Time for Completion (insert date) Revised Time for Completion under prior Amendments (insert date) Add’l Days Required (±) for this Amendment calendar days Revised Time for Completion (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: By: (signature) Print Name: Its (title) DATE: CITY OF KENT: By: (signature) Print Name: Carla Maloney, P.E. Its Design Engineering Manager (title) DATE: ATTEST: ___________________________ Kent City Clerk APPROVED AS TO FORM: (applicable if Mayor’s signature required) Kent Law Department GeoEngineers - Signature Pointe Amd 3/Leyrer Client#: 326119 GEOENINC2 YYYY) ACORDTU CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/6/23M/DD/ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 'ATIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES SLOW. 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 CONTAC NAME: Please See Below: US] Insurance Services NW CL PHONE 206 441-6300 610-362-8530 601 Union Street, Suite 1000 E-MAIL °'�"If: [A/c.No}: ADDREss: Seattle.PLCertRequest@usi.com Seattle, WA 98i 01 "' ''-f"" ' INSURER(S) AFFORDING COVERAGE NAIC # _ INSURER A: Hartford Fire Insurance Company 119682 INSURED INSURER B : Hartford Casualty Insurance Company 129424 GeoEngineers, Inc. INSURER C: Hartford - WC Multiple Issuing Cos 00914 17425 NE Union Hill Road, Suite 250 INSURERD: Redmond, WA 98052 INSURER E : OVERAGES GFRTIFICATF NIIMRFR- REVISION NIIMRFR- 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. NSR _LTA A TYPE OF INSURANCE X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE k X1 OCCUR DDL INBR UBR _WVD _ _ POLICY NUMBER 52UUNOL5662 POLICY EFF II POLICY EXP I (W1DD/YYYY� 06/30/2022 LIMITS_ $1,000,000 s300,000 X . X ,(_AAtIA/DD/YYyY) D6/30/2021 EACH OCCURRENCE PA 1 a ENTE ertce MED EXP (Any one person) $10 000 PERSONAL & ADV INJURY $1 000,000 GEN'LAGGREGATE LIMIT APPLIES PER: POLICY L.4 JECT LOC OTHER: GENERAL AGGREGATE $2000000 PRODUCTS - COMP/OP AGG $2 000,000 $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS AUTOS ONLY X NON -OWNED AUTOS ONLY rx. B X UMBRELLA LIAB X OCCUR EXCESS LIAB CLAIMS -MADE X X 52UENOL5663 52XHUOL5664 (Follow Form) D6/30/2021 06/30/202 MBINEDSINGLELTMT7 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per e .$ X X D6/30/2021 06/30/2022 EACH OCCURRENCE $3 000,000 AGGREGATE $3f000,000 DED J XI RETENTION $10,000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITYTE ANY PROPRIETOR/PARTNER/EXECUTIVE Y/ N OFFICER/MEMBER EXCLUDED? N (Mandatory in NH) If yes, descrihe under DESCRIPTION OF OPERATIONS below N / A X 52WEOL6H8D Includes: StopGap/MEL/USL&H D6/30/2021 06/30/2022 E.L.EACH ACCIDENT $1r000,000 E.L. DISEASE - EA EMPLOYEE $1 OOOOOO E.L. DISEASE - POLICY LIMIT $1 000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) **Please Note: The limits shown above may not represent the full limits of coverage carried by the Named Insured, but are shown as evidence that coverage is carried with limits at least as high as is required by contract.** RE: GeoEngineers Project No. 0410-175-08 - Signature Point Franchise Agreement, Kent, Washington. City of Kent is Additional Insured, coverage is primary and non-contributory and waiver of subrogation (See Attached Descriptions) U t:h I li-K A I L MULUtYi City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 Fourth Avenue South ACCORDANCE WITH THE POLICY PROVISIONS. Kent, WA 98032-0000 AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S32441963/M32439176 MYPZP DESCRIPTIONS (Continued from Page 1) applies as respects General Liability and Automobile liability if required by written contract per attached 'orsement(s). Umbrella Liability follows form. SAGITTA 25.3 (2016/03) 2 of 2 #S32441963/M32439176 POLICY NUMBER: 52 U U N O L5662 COMMERCIAL GENERAL LIABILITY CG 20 1010 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION Thin endorsement modMe5 Insurance provided under the following: COMMEROIAL, GENERAL LIARII..TTY COVERAGE PART SCHEDULE Name of Parson or Orgasnfzatlonl AS required by written contract (it no entry appears abpve, Information requited to complete this arndorsomant will be shown In the declarations as applicable In this endorsa- ment. y A. S"Oon 9 _ Who Is An Insured 16 amended to include as an Inoured the person or organization shown In the Schedule, but only with respect to fiabliffy arising out of your ongaing opera- tions performed for that Insured. B. With respect to the insurance alfoyded to these iaddiliGnal Insurrrds, the foUwing exofusaoh is addW: 2. Exclusions This insurance does riot apply to'bridity injury" or "prop. arty damage- occurring altar, (1) All work, Indudlno maledale, parts or equipment I€ir4lehed M eprrneddon with each work. on The project (other than service, maintenance or a- palrs) to be performed by or on behalf of the ad- ditional Insu-red(s) at the site of the covered cp- aretlorls has been eornpleled: or (2) That pot&m of "your wo R" out of which the Injury or damage anses naS Imen pelt to Its Intended use by any person or organization other than an- other contractor at suboonTractor engaged in per- forming operaltons for a principal as a part of Ille Same project, CG 20 10 10 01 Copyright, Insurance Services Office, Inc.. 21>00 Pap f of 1 POLICY: 52UUNOL5662 AI.PNC.WOS.SI.OngOps,CQ COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the wards "you" and "your" refer to the Darned Insured shown In the Declarations, and any other person or organization qualifying as a blamed Insured under this policy. The words "we", "us" and "our" refer to the stack insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured, Other words .and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the Insured becomes legally obligated to pay as damages because of "bodily injury" or "properly damage" to which this Insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages, However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at ourdiscretion, investigate any 'occurrence' and settle any claim or "suit` that may result. But; (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance, and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance In the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage G. No other obligation or liability to pay gurus or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and S. III This insurance applies to "bodily injury" and "property damage" only If; (1) The "bodily injury" or "property damage" is caused by an "occurrence' that takes place in the "coverage territory"; (2) The 'bodily injury" or 'property damage" occurs during the policy period, and (3) Prior to the policy period, no Insured listed under Paragraph 1. of Section III — Who Is An Insured and no 'employee' authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, In whole or in part, If such a listed Insured or authorized "empiclyse" knew, prior to the policy period, that the "bodily Injury" or 'property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily Injury" or "property damage" will be deemed to have been known to have occurred at the eatliest time when any Insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily Injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d_ Damages because of "bodily injury" includes damages Claimed by any person or organization for care, Kass of services or death resulting at any time from the "bodily Injury", e. Incidental Medical Malpractice And Good Samaritan Coverage "Bodily injury" arising out of the rendering of or failure to render the fallowing health cage services by any "employee" or "volunteer worker" shall be deemed to be caused by an "occurrence" for: HG 00 0109 16 Page 1 of 21 0 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc, with Its permission.) (1) Professional health care services such as. (a) Medical, surgical, dental. laboratory, x- ray or nursing services or treatment, advice or instruction, or the related furnishing of food or beverages; (b) Any health or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental„ or surgical supplies or appliances, or (2) First aid services, which include; (a) Cardiopulmonary resuscitation, whether performed manually or with a defibrl I lator: or (b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, any :act or omission together with all related acts or omissions in the furnishtng of these services to any one person will be considered one "occurrence". However, this Incidental Medical Malpractice And Good samaritan Coverage provision applies only if you are not engaged In the business or occupation of providing any of the services described in this provision. 2. Exclusions This insurance hoes not apply to: 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, b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages; (1) That the insured would have in the absence of the contract or agreement, or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage` occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of 'bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cast of, that party`s defense has also been assumed in the same "insured contract": and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Llablllty "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the Influence of alcohol; or (1) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in - (a) The supervision, hiring, employment, training or monitoring of others by that insured', or (b) Providing or failing to provide transportatlon with respect to any person that may be under the Influence of alcohol; if the "occurrence" which caused the "bodily Injury' or "property damage", Involved that which is described In }paragraph (1), (2) or (3) above. However, thisexclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcohol(c beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises„ whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcohollc beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a worker compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An 'employee" of the insured arising out of and in the course of: Page 2 of 21 HG 00 0109 16 (a) Employment by the insured; or the handling, storage, disposal, (b) Performing duties related to the processing or treatment of waste, conduct of the insured's business'. or (c) Which are or were at any time (2) The spouse, child, parent, brother or sister transported, handled, stored, treated, of that 'employee" as a consequence of disposed of, or processed as waste by Paragraph (1) above, or for. This exclusion applies: (i) Any insured, or (1) Whether the insured may be liable as an (11) Any person or organization for employer or in any other capacity,, and whom you may be legally (2) To any obligation to share damages with responsible; or repay someone else who must pay (d) At or from any premises, site or damages because of the injury, location on which any Insured or any This exclusion does not apply to ilabilty contractors or subcontractors working assumed by the insured under an 'insured directly or 'Indirectly on any insured's behalf are performing operations if the contract". "pollutants" are brought on or to the L Pollution premises, site or location in connection (1) *Bodily injury' or "property damage' with such, operations by such insured, arising out of the actual, alleged or contractor or subcontractor, However, threatened discharge, dispersal, seepage, this subparagraph does not apply to, migration, release or escape of (i) "Bodily injury" or "property damage" "pollutants": arising out of the escape of fuels, (a) At or from any premises, site or lubricants or other operating fluids location which is or was at any time which are needed to perform the owned or occupied by, or rented or normal electrical, hydraulic or loaned to, any insured, However, this mechanical functions necessary for subparagraph does not apply to,, the operation of "mobile equipment" (I) "Bodily injury' It sustained within a or its parts, if such fuels, lubricants building and caused by smoke, or other operating fluids escape fumes, vapor or soot produced by from a vehicle part designed to hold, store or receive them, This or originating from equipment that exception does not apply if the is used to heat, cool or dehumidify "bodily Injury' or "property damage" the building, or equipment that Is arises out of the intentional used to heat water for personal use, by the building's occupants of discharge, dispersal or release of their gracile;the fuels, lubricants or other operating fluids, or if such fuels. (1i) "Bodily injury" or "property damage' lubricants or other operating fluids for which you may be held liable. if are brought on or to the premises, you are a contractor and the owner site or location with the intent that or lessee, of such premises, site or they be discharged, dispersed or location has been added to your released as part of the operations policy as an additional insured with being performed by such Insured, respect to Your ongoing operations contractar or suboontrarlor; performed for that additional (11) "Bodily I I njury" or "property damage" insured at that premises, site or sustained within a building and location and such promises, site or caused by the release of gases, location is not and never was owned or occupied by, or rented or fumes or vapors from materials loaned to, any insured, other than brought into that building in that additional insured; or connection With operations being performed by you or on your behalf (111i) "B od I I y in] ury" or "property dame maqeO by a contractor or subwntractor: or arising out of heat, smoke or fumes from a "hostile fire"; (M) 'Bodily injury" or 'property damage" arising sing out of heat, smoke or fumes (b) At or from any premises, site or from a 'hoOle fire"; of location which is or was at any time used by or for any insured or others for (e) At or from any premises, site or location on which any Insured or any contractors or Subcontractors working HG 00 0109 16 Page 3 of 21 directly or indirectly on any insureds behalf are performing operations if the operations are to test for, monitor, clean up, remove. contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants', (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However. Ihis paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft 'Bodily injury' or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, 'auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of Gathers by that insured, if the "occurrence' whibh caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to,, (1) A watercraft while ashore on pr€:mises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long, and (ib) Not Ming used to carry persons for a pharge,, (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the Insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of (a) The operation of machinery or equipment that is attached to, or part of, a nand vehicle that would qualify under the definition of 'mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged, or Jb) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment'; or (5) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage". whether the other insurance is primary, excess, contingent or on any tither basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any Insured; or (2) The use of "mobile equipment" in, or while in prance for, or while being prepared for, any prearranged racing, speed, dem+ollbon, or stunting activity. I. War "Bodily injury„ or 'property damage", however caused, arising, directly or indirectly, out of: (1) War, Including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents.; or (3) insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damages To Property 'Property damage" to: Page 4 of 21 HG 00 0109 16 (1) Property you own, rent, or occupy, including any costs or expenses Incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage' arises out of any part of those premises,, (3) Property loaned to you; (4) Personal property in the rare, custody or control of the insured-, (5) That particular part of real property on which you or any contractors of subcontractors working directly or indirectly on your behalf are performing operations, it the 'property damage' arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it Paragraphs (1), (3) and (4) of this exclusion do not apply to 'property dam age' (other than damage by fire) to premises, Including the contents of such promises, rented to you for a period of seven or fewer consecutive days. A se - parate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance, Paragraph (2) of this exclusion does not apply if the premises are 'your work' and were never occupied, rented or held for rental by you, Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising from the use of elevators - Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement, Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of this exclusion does not apply to 'property damage" Included in the k products -completed operations hazard", k. Damage To Your Product "Property damage" to "your product' arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of It and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor, m, Damage To Impaired Property Or Property Not Physically Injured 'Property damage" to 'Impaired property" or property that has not been physically injured, arising out of- (1) A defect, deficiency, Inadequacy or dangerous condition In "your product" or "your work',- or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your worts" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall. inspection, repair, replacement, adjustment, removal or disposal of: 0) "Your product"; (2) "Your work"; or (3) 'Impaired property'; it 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. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury'. p. Access or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of, (1) Any access to or disclosure of any person's or organization's confidential or personal informabon, including patents, trade secrets, processing methods, customer lists, financial information, credit card Information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notifit;atlon costs, credit monitoring expenses, forensic expenses, HG 00 01 0916 Page 6 of 21 public relations expenses or any other loss, assess the effects of an "asbestos cost or expense incurred by you or others hazard"; or arising out of that which is described in (c) Arise out of any claim or suit for Paragraph (1) or (2) above, damages because of testing for, However,. unless Paragraph (1) above rnonitorring, cleaning up, removing, applies, this exclusion does not apply to encapsulating, containing, treating, damages because of "bodily injury". detoxifying or neutralizing or In any As used in this exclusion, electronic data way responding tta or assessing the means information, facts or programs stored effects of an "asbestos hazard", as or can, created for used on, or transmitted to s. Recording And Distribution Of Material Or cx from computer software, including systems Information In Violation Of Law and applications software, hard: or floppy "Bodily injury" or 'property damage" arising disks, CD-ROMS, tapes, drives, cells, data directly or indirectly out of any action or processing devices or any other media which omission that violates or is alleged to violate., are used with electronically controlled equipment. () The Telephone hone Consumer Protection Act q. Employment -Related Practices ( 'CPA), including any amendment of or addition to such law; "Bodily injury" to; (2) The CAN-SPAM .Pict of 2003, Including (1) A person arising out of any "employment-- any amendment of oT addition to such law; related practices" or (3) The Fair Credit Reporting Act (FORA),, and (2) The spouse, child, parent, brother or sister any amendment of or addition to such law, of that person as a consequence of "bodily including the Fair and Accurate Credit injury" to that person at whom any Transaction Act (FACTA); or "employment related practices" are (4) Any federal, state or local statute, directed. ordinance or regulation. lather than the This exclusion applies: TCPA or SCAN-SPAM Act of 2003 or FORA (1) Whether the injurer -causing event and their amendments and additions, that described in the definition of *employment- addresses, prohibits or limits the printing, related practices" occurs before dissemination, disposal, collecting, employment, during employment or after recording, sending, transmitting, employment of that persnn,, communicat9ng or distribution of material (2) Whether the insured may be liable as an or information, employer or in any rather oapaoity, and Damage To Premises Rented To You — (3) To any obligation to share damages with Exception For Damage By Fire, Lightning Or or repay someone else who must pay Explosion damages because of the injury, Exctusiors C. through h, and J. through n. do not r. Asbestos apply to damage by fire, lightning or explosion to premises while rented to you or temporarily (1) "Beadily injury" or "property damage' occupied by you with permission of the owner. A arising out of the "asbestos hazard"r separate limit of insurance applies to this (2) Any damages, judgments, settlements, coverage as described In Section Ull — Limits Of loss, costs or expenses that; Insurance: (a) May be awarded or incurred by reason COVERAGE B PERSONAL AND ADVERTISING of any claim or suit alleging actual or INJURY LIABILITY threatened injury or damage of any 1. Insuring Agreement nature or kind to persons or property a. We will pay Tose sums that the insured which would not have occurred in whole or in part but for the "asbestos becomes legally obligated to pay as damages "personal hazard"; because of and advertising injury"' to wt7ich this insurance applies, We will have (b) Arise out of any request, demand, the right and duty to defend the insured order or statutory or regulatory against .any "suit" seeking those damages. requirement that any insured or others However, we will have no duty to defend the test for, monitor" clean up, remove, insured against any "suit" seeking damages encapsulate, contain, treat" detoxify or for "personal and advertising injury" to which neutralize or- in any way respond to or this insurance does not apply. We may, at our Page 6 of 21 HG 00 0109 16 discretion, investigate any offense and settle any claim or "suit" that may result,. But;. (1) The amount we will pay for damages is limited as described in Section lit - Limits Of Insurance, and (2) Our right and duty to defend and when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perfwm acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b. This insurance applies to "personal and advertising injury' caused by an offense arising out of your business but only If the offense was "committed in the �roverage territory' during the policy period, 2. Exclusions This insurance does not apply to, a. Knowing Violation Of Rights Of Another "Personal and advertising injury„ arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury" b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge cf its falsity, ce Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material whose first publication toots place before the beginning of the policy period. & Criminal Acts "Personal and advertising injury" arising out of a Cximinal act committed by of at the direction of the insured. e. Contractual Liability "Personal and advertising injury' 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. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement", g. Quality Or Performance Of Goods - Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h, Wrong prescription Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. 1. infringement Of Intellectual Property Rights (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of arty intellectual property rights such as copyright, patent, tradernarik, trade name, trade secret, trade dress, service mark or other designation of origin or autbenticity; or (2) Any injury or damage alleged in any clam or 'soil" that also alleges an Infringement or violation of any intellectual property rlsght, whether such allegation of infringement or vlolation is made by you or by any other party involved In the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited tm (1) Infringement, in your "adve0senment", at-, (a) Copyright. (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's ".advertising Idea" or style of "advertisement", J. Insureds In Media And Internet Type Businesses "Personal and advert}sing injury' committed by an Insured whose business is: (1) Advertising, broadcasting, publishing or tetecas.tin g; (2) [designing or determining content of web sites for others; or (3) An Internet search. access, content or service provider. However, (his exclusion does not apply to Paragraphs a., b. and c. of the definition of 'personal and advertising injurym under the Definitions Section. HIS 00 0109 16 'Page 7 of 21 For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting- k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arisfrig out of an electronic chatroom or hutletin board the insured hosts, owns, or over which the insured exercises control, I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers, m. Pollution "Personal and advertising 1 nju ry" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutant ' at anytime. n. Pollution -Related Any loss. cost or expense arising out of any, (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor. clean up, remove, writain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants", o. War "Personal and advertising injuiry�% however caused, arising, directly or indirectly, out of- (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action In hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents: or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority In hindering or defending against any of these, p. Internet Advertlaernents And Content Of Others "Personal and advertising injury" arising out of: (1) An 'advertisement" for others on your web site, (2) Placing a link to a web site of others on your web site-, (3) Content, including information, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or (4) Computer code, software or programming used to enable-, (a) Your web site' or (b) The presentation of functionality of an 'advertisement" or other content on yourweb site. q. Right Of Privacy Created By Statute 'Personal and advertising injury' arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such State or federal act, r. Violation Of Anti -Trust law 'Personal and advertising injury' arising out of a violatlon of any anti-trust law. 8, Securities "Personal and advertising injury" arising out of the fluctuation In price or value of any stocks. bonds or other securities. t. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising Injury" arising directly or indirectly out of any action or omission that violates or Is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law', (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law, (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA): or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FC RA and their amendments and addftlons, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Page 8 of 21 HG 00 0109 16 u. Employment -Related Practices 'Personal and advertising injury" to� (1) A person arising out of any "employment -- related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment -related practices" are directed. This exclusion applies: (1) Whether the injury -causing event described in the definition of "employment - related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. v. Asbestos (1) "Personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that, (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor. clean up; remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to of - assess the effects of an "asbestos hazard"; or (c) .Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard"_ w. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any persons or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists financial information, credit card information, health information or any other type of nonpublic information, This exclusion applies even if damages are claimed for naUficatlon costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss. cast or expense incurred by you or others arising out of any access to or disclosure of any person's or organizations confidential or personal information. COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for 'bodily injury" caused by an accident: (1) On premises you awn or rent; (2) On ways next to premises you own or rent; or (3) Because taf your operations; provided that: (1) The accident takes Palace in the "coverage territory" and during the policy period, (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for- (i) First aid administered at the time of an accident; (2) Necessary medical. surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services, 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, excerpt "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury Can Normally Occupied Premises To a person Injured on that part of premises you awn or rent that the person normally occupies. d. Workers Compensation And Similar Lags To a person„ whether or not an "employee" of HG 00 01 0916 rage 9 of 21 any insured, if benefits for the "bodily injury" are payable or must be provided under a workers" compensation or disability benefits law or a similar law. e. Athtetics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the "products -completed operations hazard'. 9, Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES AARID B 1. We will pay, with respect to any claim we tnvesfigate or settle, or any "suit' against an Insured we defend! a. All expenses we Incur, lb. Up to $1,D00 for cast of hail 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. c. The cost of appeal bonds or bonds to release attachments, but only for bond amounts withln the applicable limit of insurance. We do not have to furnish these bonds_ d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suft", including actual loss of earnings up to $500 a day because of time off from work, e, All court costs taxed against the Insured In the "suit". However, such costs do riot include attorneys' fees. attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay- If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer, g. All Interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, cw deposited In court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an Indernnl(ee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The 'suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an 'insured contract"; b. This insurance applies to such liability assurn ad by the insured; c, The obligation to defend. or the cost of the defense of, that indemnitee, has also been assumed by the Insured in the same "insured contract!'; d. The allegations in the 'suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the Interests of the insured and the interests of the Indemnitee ; e. The indemnitee and the insured ask us to conduct and control the defense of that Indemnitee against such "suit" and agree that we can assign the same i�unsel to defend the insured and the indemnitee, and f. The indemnitee: (1) Agrees in writing to, (a) Cooperate with us in the investigation, settlement or defense of the (b) Immediately send us copies of any demands, notices, summonses or legal papers recelv9d in connection with the .suit"'. (c) Nobly any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us With respect to coordinating other applicable insurance available to the indemnitee, and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit'. So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. NotvMhstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and .property damage" and will not reduce the limits of insurance, Page 10 of 21 HG 00 0109 16 Our obligation to defend an Insured's inderinnitee liability company), to a co -"employee" and to pay for attorneys' fees and necessary while In the course of his or her litigation expenses as Supplementary Payments employment or performing duties ends when: related to the conduct of your a. We have used up the applicable limit of business, or to your other "volunteer insurance in the payment of judgments or workers" while performing duties settlements: or related to the conduct of your b. The conditions set forth above, or the terms of business, the agreement described in Paragraph f, (b) To the spouse, child, parent, brother OF above, are no longer met, sister of that co -"employee" or that SECTION 11 — WHO IS AN INSURED 'volunteer worker' as a consequence of Paragraph (1)(a) above; T. If you are designated in the Declarations as. (c) For which there is any obligation to a. An individual, you and your spouse are share damages with or repay someone insureds, but only with respect to the conduct else who must pay damages because of a business of which you are the sole of the Injury described in Paragraphs owner, (1)(a) or (1)(b) alcove; or b. A partnership or joint venture, you are an (d) Arising out of his or her providing or insured. Your members, your partners, and failing to provide professional health their spouses are also insureds, but only with care services, respect to the conduct of your business. if you are not in the business of providing a. A limited liability company, you are an professional health care services: insured. Your members are also insureds, but (a) Subparagraphs (1)(a), (1)(b) and (1)(c) only with respect to the conduct of your above do not apply to any 'employee" business- Your managers are insureds, but or "volunteer worker' providing first aid only with respect to their duties as your services.; ancl managers. (b) Subparagraph (1)(d) above does not d. An organization other than a partnership, joint apply to any nurse, emergency medical venture or limited liability company, you are technician or paramedic employed by an insured. Your "executive officers" and you to provide such services: directors are insureds. but only with respect to their duties as your officers or directors. Your (2) "Property damage" to property, stockholders are also insureds, but only with (a) Owned, occupied or used by, respect to their liability as stockholders. (b) Rented to, in the care, custody or e. A trust, you are an Insured. Your trustees are control of, or over which physical also insureds, but only with respect to their control Is being exercised for any duties as trustees. purpose by 2. Each of the following is also an insured-, you, any of your "employees'. 'volunteer a. Employees And Volunteer Workers workers", any partner or member (if you Your "volunteer workers' only while are a partnership or ON venture), or any performing duties related to the conduct of "employees'. member (if you are a limited liability conWany). your business, or your other than either your "executive officers" (if you are bi�. Real Estate Manager an organization other than a partnership, joint Any person {other than your 'employee" or venture or limited liability company) or your 'volunteer worker), or any organization while managers (if you are a limited liability acting as your real estate manager, company), but only for acts within the scope c. Temporary Custodians Of Your Prop" of their employment by you or while performing duties related to the conduct of Any person or organization having proper your business. temporary custody of your property if you die, However, none of these "employees" or but only,, "volunteer workers" are Insureds for: (1) With respect to liability arising out of the m a interiance or use of that property; and (1) "Bodily injury* or "personal and advertising injury", (2) Until your legal representative has been (a) To you, to your partners or members (if appointed, you are a partnership or joint venture), d. Legal Representative If You Die to your members (It you are a limited Your legal representative if you die, but only HG 00 01 0916 Pagel 1 of 21 with respect to duties as such. That 5. Additional Insureds When Required By representative will have all your rights and Written Contract, Written Agreement Or duties Linder this Coverage Part, Permit e. Unnamed Subsidiary The following person(s) or organization(s) are an Any subsidiary, and subsidiary thereof, of additional insured when you have agreed, In a yours which Is a legally incorporated entity of written contract, written agreement or because of which you own a financial interest of more a Permit Issued by a state or political subdivislion, than 50% of the voting stuck on the effective that such person or organization be added as an date of to Coverage Part, additional Insured on your policy, provided the The Insurance afforded herein for any Injury or damage occurs subsequent to the subsidiary not named In this Coverage Part execution of the contract or agreement as a named insured does not apply to injury A person or organization is an additional insured or damage with respect to which such insured under this provision only for that period of time is also a named insured under another policy required by the contract or agreement or would be a named insured under such However, no such person or organization is an policy but for its termination or the exhaustion insured under this provision If such person or of its limits of insurance. organization Is incIuded as an insured by an 3.. Newly Acquired Or Formed Organization endorsement issued by us and made a part of Any organization you newly acquire or form, this Coverage Part. other than a partnership, joint venture or limited a. Vendors liability company, and over which you maintain Any person(s) or organization(s) (referred to financial interest of more than 50% of the voting below as vendor), but only with respect to stock, will qualify as a famed Insured if there is "bodily injury" or 'property damage' arising no ether similar Insurance available to that out of "your producte which are distributed or organization. However: sold in the regular course of the vendors a. Coverage under this provision is afforded only business and only if this Coverage Part until the 180th day after you acquire or form provides coverage for "bodily Injury" or the organization or the end of the policy "property damage" included within the period, whichever is earlier; "products completed operations hazard". b. Coverage A hoes not apply to "bodily injury„ (1) The insurance afforded the vendor is, or "property damage"' that occurred before subject to the following additional you acquired or harmed the organizatlon; and exclusions: c. Coverage B does not apply to "personal and This Insurance floes not apply to: advertising injury' arising out of an .offense (a) `Bodily injury" or "property damage" for committed before you acquired or formed the which the vendor is obligated to pay organization. damages by reason of the assumption 4. Nonowned Watercraft of liability in a contract or agreement With respect towatercraft you do not awn that is This exclusion does not apply to liability liability for damages that the vendor less than 51 feet long and is riot being used to have in the absence of thecarry persons far a charge, any person is an contract car agreement while operating such watercraft with your permission.. Any other person or organization (b) Any express warranty unauthorized by responsible for the conduct of such person is you: also an insured, but only with respect to liability (c) Any physical or chemical change In the arising out of the operation of the watercraft, and product made Intentionally by the only if no ether insurance of any kind is available vendor to that person or organization for this liability. (d) Repackaging, except when unpacked However, no person or organization is an insured solely for the purpose of inspection, with respect to; demonstration, testing. or the a, "Bodily injury" to a co -"employee" of the substitution of parts under instrurbons person operating the watercraft; or from the manufacturer, and then b. "property damage' to property owned by, repackaged in the original container, rented to, in the charge of or occupied by you (e) Any failure to make such inspections, or the employer of any person who is an adjustments, tests or servicing as the insured under this provision, vendor has agreed to make or normally. Page 12 of 21 HG 00 0109 16 undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sate of the product, (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor, or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own Hots or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or ft or (If) Such inspections, adjustments, tests or servicing as the vendor has agreed to retake or normally undertakes to make In the casual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person(s) or organization(s) from whore you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising Injury" caused, In whole or in partr by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). (2) With respect to the insurance afforded to these additional Insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or Werrrises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply. This insurance dogs not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or an behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the Insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury". "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, Including: 1, The preparing, approving, or falling to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engfnee+ring 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 services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the Insurance afforded these additional insureds, this Insurance does not apply to: (1) "Bodily Injury", "property damage" or "personal and advertising Injury" arising out of operations performed for the state or municipality; or HG 00 0109 16 Page 13 of 21 (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard". f. Any Other Party Any other person or organization who is not an additional Insured under Paragraphs a, through e. above, but only with respect to liability for "bodily Injury", "property damage" or "personal and advertising injury" caused. in whole or in part, by your acts or omissions or the acts or omissions of thease acting on your behalf: (`I) In the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you; or (3) In connection with "your worm" and included within the "products -completed operations hazard but only if 4a) The written contract or agreement requires you to provide such coverage to such additional Insured, and (b) This Coverage Part provides coverage for `bodily injury" or "property damage" Included within the "products - completed operations hazard". 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 Insurer}. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury', "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including; (1) The preparing, approving, or failing to prepare or approve, maps, strop drawings, opinions, reports, surveys, field orders, change orders or drawings and speccificatitans; or (2) Supervisory, inspectlon, architectural or engineering activities. This exctusion 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 services by or for you. The limits of insurance that apply to additional insureds Is described In Section III — Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV — Comrnercial General Liabifity Conditions. 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 fumed Insured to the Declarations. SECTION III — LIMrr.S OF INSURANCE 1. Tha Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a, Insureds, b. Claims made or "suits" brought„ or c. Persons or organizations making claims or bringing "suits 2, General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of_ a, Medical expenses under Coverage C; b, Damages under Coverage A, except damages because of "bodily injury" or "property damage" Included in the "products - completed operations hazard"; and c. Damages under Coverage. B, 3. Products -Completed Operations Aggregate Limit The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "beadily injury" and "property damage" included In the "products - completed operations hazard", 4. Personal And Advertising Injury Limit Subject to 2. above, the Personal and Advertlsing Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Sub}ecl to 2, or 3. above, whichever applies, the Each Occu rrence Limit Is the most we will pay for the sum of: a. Damages under Coverage A; and Page 14 of 21 HG 00 0109 16 b. Medical expenses under Coverage C because of all "bodily injury' and 'property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay 11 under Coverage A for damages because of .property damage" to any one premises, while rented to you, or In the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above, the Medical Expense Limit Is the most we Mi pay under Coverage C for all medical expenses because of "bodily injury* sustained by any one person, 8. How Limits Apply To Additional Insureds If you have agreed In a written contract or written agreement that another person or organization he added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of, a. The linfits of insurance specified In the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations, Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section, The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of lass 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. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the Insured or of the insurecrs estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an 'occurrence' or an offense which May result in a claim. To the extent possible. notice should include: (1) How, when and where the '=urrence' or offense took place', (2) The names and addresses or any injured persons and witnesses; and (3) The nature and, location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit' Is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable, You or any additional Insured must see to It that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and a ny oth er involved Insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received- in connection with the claim or "cult"; (2) Authorize us to obtain records and other information, (3) Cooperate with us In the investigation or settlement of tfie claim or defense against the "suit", and (4) 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. d. Obligations At The Insureds Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation. or incur any expense, other than for first aid, without our consent. e. Additional Insureds Other Insurance if we cover a claim or 'suit" tinder this Coverage Part that may also be covered by other Insurance available to an additional Insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written HIS 00 0109 16 Page 15of21 contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a, and b, apply to your or to any additional insured only when such "occurrence offense, claim or "suit" is known to: (1) You or any additional Insured that is an individual: (2) Any partner, if you or the additional insured is a partnership; (3) Any manager, if you or the additional insured is a limited liability company; (4) Any ''executive officer" or insurance manager, if you or the additional insured is a corporation, (5) Any trustee, if you or the additional insured is a trust, or (6) Any elected or appointed offlcial, if you or the additional insured is a political subdivision or public entity, This duty applies separately to you and any additional insured- 3. Legal Action Against its No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured: or b.. To sue us on this Coverage Bart unless all of its terms have been fully complied with. A person or organizaton may sue us to recover on an agreed settlement or on a final judgment against an Insured; but we will not be liable for damages that are riot payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Otherinsurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other, insurance by the method described in c. below, b. Excess insurance This insurance is excess over any of the other Insurance, whether pr;rrmary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your wart", () Premises Rented To You That Is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner-, (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to ,you or temporarily occupied by you with permission of the owner; (4) Atrcraft„ Auto Or Watercraft If the lass arises out of the maintenance or use of aircraft,, 'autos" or watercraft to the extent not subject to Exclusion g. of Section I Coverage A - Bodily Injury And Property Damage Liability: (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the lass arises out of 'property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion J. of Section f - Coverage A - Bodily Injury And Property Damage Liability, (5) When You Are Added As An Additional Insured To tither Insurance Any other insurance available to you covering liability for darnages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (T) When You Add Otters As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also Page 16 of 21 HO 00 0109 16 primary, we will share with all that other Insurance by the method described in c. below, (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance Is primary and non- contributory with the. additional Insured's own Insurance, this insurance is primary and we will not seek contribution from that other insurance, Paragraphs (a) and (b) do not apply to other Insurance to which the additional Insured has been added as an additional insured. When this Insurance is excess, we will have no duty under Coverages A or B to defend the Insured against any "suit" if any other Insurer has a duty to defend the insured against that "cult". If no other insurer defends, we will undertake to do so, but we will be entitled to the Innsured's rights against all those other insurers. When this Insurance Is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of-. (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Umits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichevercomes first. If any of the other Insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance: of all insurers. 6. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date ror audit and retrospective premiums its the dates shown as the dire dale an the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c, The first Named Insured roust keep records of this information we need for premium computation, and send us copies at such times as we may request. S. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b, 'Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your busyness that exist at the incepffon date of this Ccveragge Part, we shall not deny coverage under this Coverage Dart because of such failure, 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured. this insurance applies: a. As Ir each Named Insured were the only Named Insured; and la. Separately to each insured against whom claim is made or "suit' is brought, 6. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments. we have made under this Coverage Part, those rights are transferred to us. The insured :must do nothing after loss to FIG 00 01 09 16 Page 17 of 21 impair them. At our request, the Insured will bring "suit" or transfer these rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver of Subrogation) if the insured has waived any rights of recovery against any person or organization for ail or part of any payment, including Supplementary Payments, we have made under this Coverage Part. we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage, 9. When We Do Not Renew If we decide not, to renew this Coverage Part. we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio, (2) Television; (3) Billboard; (4) Magaaine: (5) Newspaper; or b, Any other publication that is given widespread public distribution, However, 'advertisement" does not include: a. The design, printed material, Information or images contained in, on or upon the packaging or labeling of any goods of products; or b� An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard' paeans an exposure or threat of exposure to the .actual or alleged properties of asbestos and includes the more presence of asbestos in any form. 4. "Auto" means. a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment, or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it Is licensed or principally garaged. However, "auto" does not include mobile equipment". S. "Bodily injury" means physical. a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America {including its territories and possessions), Puerto Rico and Canada; b. international waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising Injury' offenses that take place through the Internet or similar electronic means ofcommunication provided the insured's responsibility to pay damages Is determined in the United Stales of Ameri (including Its territories and possessions), Puerto Rico or Canada, in a "suit." on the merits according to the substantive taw In such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". 'Employee" does not Include a "temporary worker". 8. "Employment -Related Practices" means: a, Refusal to employ that person; b. Termination of that person"s ermployment; or c. Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other simllar governing document- 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. Page 18 of 211 HG 00 0109 16 11."Impaired property" means tangible property, other than "your product.' or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or 'your work" that is known or thought to be defective, deficient, inadequate ordangerou% OF b. You have failed to fulfill the lerms, of a contract or agreement if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work", or your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a tease ref premises, However, that portion of the contract for a lease of premises that indemnifies any person of organization for damage by fire, lightning or explosion to premises while rented to, you or temporarily occupied by you with permission of the owner is subject to the Damage Lo Premises Rented To You Limit described in Section III — Limits of Insurance; b. A sidetrack agreement: c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad, d< An obligation, as required by ordinance, to indemnify a municipality, except In connection with work for a municipality; e. An elevator maintenance agreement; That part of any other contract or agreement pertaining to your business jGncluding an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury' or 'property damage" to a third person or organization, provided the 'bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement Paragraph L includes that part of any contract or agreement that indemnities a railroad for "bodily injury" or "property damage arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing, However, Paragraph f. does not Include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or falling to give them, if that Is the primary cause of the injury or damage: or (2) Under which the insured, it an architect, engineer of surveyor, assumes liability for an injury or damage arising, out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection. architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business , 'Leased worker" does not include a "'temporary worker. 14. "Loading or unloading" means the handling of property; a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or .,auto", or c, While it is being moved from an aircraft. watercraft or *autd' to the place where it is finally delivered; but 'loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft OF 'auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public g roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c, Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide motillity to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills: or (2) Road construction or resurfacing equipment such as graders, scrapers or e. Vehicles not described In a., b., c. or d. above that are not self-propelled and are maintained HG 00 01 09 16 Page 19 of 21 primarily to provide mobility to permanently attached equipment or the following types; (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers, f. Vehicles nol described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removals (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning: (2) Cherry pickers and similar devices mounted an automobile or truck chassis and used to raise or lower workers: and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. land vehicles subject to a compulsory or financial responsibility law or other motor vehicle Insurance law are considered "autos". 16."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury" means injury, including consequential "bodily Injury', arising out of one or more of the following offenses: a, wise arrest, detention or imprisonment-, b. Malicious prosecution: C. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, Iandiard or lessor: d. Oral, written or electronic publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods: products or services; e. Oral, written or electronic publicatron, in ,any manner, of material that violates a person's right of privacy, f. Copying, in your "advertisement, a person's or organization's "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 16."Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still In your physical possession; or (2) 1J6''ork that has not yet been completed or abandoned. However, "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 job site has been completed if your contract calls for work at more than one job slte. (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 some project. Work that may need ,service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed, b. Roes not include "bodily injury" or "property damage" arising out of.- (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "leading or unloading" of that vehicle by any Insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials: or (3) Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products - Page 20 of 21 HG 00 0109 16 completed operations are subject to the General Aggregate Limit 20."Property damage' means: a. Physical Injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it or b. Loss of use of tangible property that Is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence* that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a, Stored as or on; lb. Created or used on; or a. Transmitted to orfrom; computer software, Including systems and applications software, hard or floppy disks. CD- ROM$, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment, 21."Suit" means a civil proceeding in which damages because of "bodily injury", "properly damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes-, a. An arbitration proceeding In which such damages are claimed and to which the insured must submit or does submit with out consent, or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker' means a person who a. Is not your 'employee", lb. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and cllz Is not paid a fee, salary or other compensaripn by you or anyone else for their work performed for you. 24. "Your product": a. Means, (1) Any goods or products, other• than real property, manufactured, sold, handled, distributed or disposed of by: (a) You, (b) Others trading under your namal or (c) A person or organization whose business or assets you have acquired, and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your prod4jer and (2) The providing of or failure to provide warnings or instructions, c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work"; a. Means, (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. HIS 00 0109 16 Page 21 of 21 POLICY: 52UENOL5663 AI.PNC.WOS COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies Insurance provided under the following., BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply, 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more Than 5011111Q on the effective date of the Coverage Form, However, the Named Insured dons not include any subsidiary that is an 'insured" under any other automobile policy or would be an "insured' under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over whlch you maintain majority ownership. However, the Named insured does not include any newly formed or acquired organization (a) That Is a partnership or joint venture, (b) That is an "insured" under any other policy" (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days: or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage tines not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization, B. Employees as Insureds Paragraph A. 1, WHO IS AN INSURED - of SECTION It - LIABILITY COVERAGE is amended to arid: d, Any "employee" of yours while using a covered ''auto" you don't own, hire or borrow in your business or your personal affairs. C. Lesson as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section Il - Liability Coverage is amended to add: e, The lessor of a covered "auto" while the "auto" is leased to you under a written agreement R: (1) The agreement requires you to provldc direct primary insurance fear the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a cowered "auto" you own and not a covered "auto" you hire, D. Additional Insured if Required by Contract (1) Paragraph A. 1. -WHO IS AN INSURED - of Section II - Liability Coverage is amended to add; f, When you have agreed" in a written contract or written agreement, that a person or organization be added as an additional insured can your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard 10 the ownership" maintenance or use of a covered "auto." @ 20114 The Hartford (includes copyrighted material Farm HA 99 1603 12 of ISO Properties, Inc„ with its permission) Page 1 of 5 The insurance afforded to any such E. Primary and Non -Contributory it additional insured applies only if the Required by Contract "bodily Injury,' or "property damage" Only with respect to insurance provided to occurs. an additional Insured in 1,©. s Additional {1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such follnw[ng provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expirallor of the period Contract of time (hat the written contract This Insurance Is primary if you have requires such insurance be provided agreed In a written contract or written to the additional insured, agreement that this Insurance be (2) How Limits Apply primary. If other insurance is also If you have agreed in a written contract printery, we will share with all that other or written agreement that mother insurance by the method described in person or organization be added as an Other Insurance 5.d. additional insured on your policy, the (4) Primary And Non -Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: It you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written Is primary and non-contributory with the agreement; or additional Insured's own insurance, this fib) The Limits of Insurance shown in insurance is primary and we will not the Declarations. seen contribution from that other seek Such amount shall be a part of and not Paragraphs (3) (4j do not apply to other in addition to Limits of Insurance shown Insurance insurance to which the additional insured In the Declarations and described in this has been added as an additional insured. Section. (3) Additional Insureds Other Insurance When this insurance is excess, we will have no duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". if no other Insurer by other insurance available to an clef -ends, we will undertake to do sty, but we will additional insured, such additional be entitled to the insureds rights against all insured must submit such Claim OF "snit" those other insurers. to the ether insurer for defense and indemnity, When this insurance Is excess over other insurance, we will pay only our share of the However, this provision does not apply amount of the loss, [f any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- Insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance, () Duties in The Event Of Accident, Claim, (2) The total of all deductible and self -insured Suit or Lass amounts under all that other insurance. If you have agreed in a written contract We will share the remaining loss, if any, by the or written agreement that another method described in Other Insurance 5.d, person or organization be added as an 2• AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto" you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CL4tM , SUIT by adding the following: OIL LOSS - OF SECTION IV - BUSINESS AUTO CONDITIONS; in the same manner as the Named Insured. @ 2011, The Hartford (includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 It an "employee's" personal insurance also S. applies on an excess basis to a covered "auto" hirer! or rented by yrur "employee on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION ll - LIABILITY COVERAGE does not apply it you have workers' compensation insurance in -force covering all of your "employees"; Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, them the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following Ilmit. The most we will pay for 'lass" to any faired "auto" is: (t) $100,000; () The actual cash value of the damaged or stolen property at the time of the "loss", or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any yawned "auto"' for that coverage. No deductible applies to "lass" mused by fire or lightning, Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" it it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or burrow from any of your "ernpltayeeel, partners (ff you are a partnership), members (if you are a limited liability company), or members of their households. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of ;n5fl per day and .a maximum limit of $1,o m 6. LOANILEASE GAP COVERAGE Under SECTION IiI - PHYSICAL DAMAGE COVERAGE, in the event of .a total "foss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loanAease. 'Outstanding balance" means the amount you owe on the loanAease at the time of "toss" less any amounts representing taxes, overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life- Insurance, healtN .accident or disability insurance purchased with the loan or lease; .and carry -aver balances from previous loans or leases,. 7. AIRBAG COVERAGE Under Paragraph 13. EXCLUSIONS - of SECTION Ili - PHYSICAL DAMAGE COVERAGE, the following Is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs 13.4 - EXCLU,SIONS - of SECTION iII - PHYSICAL DAMAGE COVERAGE are replaced by the following, Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that. at the time of "loss"", is; (1) Permanently Installed in or upon the covered "auto",, (2) Removable from a housing unit which is permanently installed in or upon the covered "auto", (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or @ 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properlies, Inc„ with its permission.) Page 3 of 5 (4) Nlecessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b.Section III -- Version CA 00 01 03 10 of the Business Auto Coverage Form,, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Farm, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "bassi' in any one ",accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the Installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a, above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9, EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A, - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you, 10. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D_ - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, It will be waived, (2) If the deductible under this Business Auto Coverage Fortin is not the smaller (or smallest) deductible. it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUITOR LOSS The requirement In LOSS CONDITIONS 2.a, - DUTIES 1N THE EVENT 0 F ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to, (1) You, if you are an indlvldual, (2) A partner, if you are a partnershlpe (3) .A merrier, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fall to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY of SECTION IV - BUSINESS .AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage Is anywhere in the world provided that If the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS Is amended by adding the following: 0 2011, The Hartford (includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., With Its permission.) Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16, RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" In SECTION V- DEFINITIONS is replaced by the folkowing: "Bodily injury" means bodily Injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision dcaverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a.lf the auto is replaced with a "hybrid" auto or an auto powered stalely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a twill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss:, the most we will pay under this Hybrld, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does .not include autos powered solely by electricity or natural gas. b.A "hybrid" auto €s defined as an auto with an internal combustion anglne and one or more electric motors, and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total less to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision oaverageS are provided under this Coverage Form, theca such Physical Damage Coverages are amended to add the following. In addition to the actual cash value of the "auto", we will pay up to '$1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we wilt pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage prevision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. P 2011. The Hartford (Includes copyrighted material Form HA► 99 16 0312 of ISO Properties, Inc., with, its permission.) Page 5 of 5 POLICY. 52XHUOLS664 UMBRELLA LIABILITY POLICY PROVISIONS In this policy the words "you" and 'your" refef to the the 'bodily injury~ or "property damage" Named Insured first shown in the Declarations and occurred, then any continuation, change any other person or organization qualifying as a or resumption of such "bodily injury" or Named Insured under this policy. "We", "Lis' and "property damage during or after the "our" refer to the stock insurance company member "policy period" Will be deemed to have of The Hartford Financial Services Group Inc. shown been known prior to the "policy period". in the Declarafions, 3. "Bodily injury" or "property damage will be Other words and phrases that appear in quotation deemed to have been known to have marks also have special meaning. Refer to occurred at the earliest time when any DEFINITIONS (Section VII). insured listed under paragraph A. of Section IN RETURN FOR THE PAYMENT OF THE III — Who Is An Insured or any "employee" PREMIUM, in reliance upon the statements in the authorized by you to give or receive notice Declarations made a part hereof and subject to all of of an 'occurrence' or claim' the terms of this policy, we agree with you as a. Reports all, or any part, of the "bodily follows: injury" or "property damage" to us or any SECTION I - COVERAGES other I nsurer; INSURING AGREEMENTS b. Receives a written or verbal demand or A. Umbrella Liability tnsurence claim for damages because of the "bodily 'property injury" or damage , or 1. We will pay those sums [hat the "insured" c. Becomes aware by any other means becomes legally obligated to pay as "damages" that "bodily Injury" or "property damage' in excess of the "underlying occurred or has begun to occur. insurance" or of the "self -insured retention"has 'underlying S. Exclusions when no insurance" applies, because of "bodily injury", "property This policy does not apply to,. damage" or 'personal and advertising injury" 1. Pollution to which this insurance applies caused by an "occurrence". But, the amount we will pay Any obligation: as "damages' is limited as described in ai To pay for the cost of investigation, Section IV— LIMITS OF INSURANCE, defense or settlement of any claim or No other obligation or liability to pay sums or suit against any 'Insured' alleging actual perform acts or services is covered unless or threatened Injury or damage of any explicitly provided for under Section 11 - nature or kind to persons or property INVESTIGATION, DEFENSE, which arises out of or would not have SETTLEMENT, occurred bud or the pollution hazard; or 2. This insurance applies to "bodily Injury", b. To pay any "damages", judgments, property damage' or "personal and settlements, loss, costs or expenses advertising Injury' only if that may be awarded of incurred, a. The "bodily injury,, "property damage or 1. By reason of any such claim or suit "personal and advertising injury' occurs or any such injury or damage; or during the 'policy period", and Ill. In complying with any action lb. Prior to the "policy period", no insured authorized by law and relating to listed under Paragraph A. of Section III — such Injury or damage. Who Is An Insured and no "employee" As used in this exclusion, pollution authorized by you to give or receive notice hazard means an actual exposure or of an occurrence" or claim, knew that the threat of exposure to the corrosive, toxic "bodily injury" or 'property damage" had or other harrnful properties of any solid, occurred, in whole or in part.. If such a liquid, gaseous or thermal'. listed insured or authorized OempllGyea" a. Pollutants,, knew, prior to the "policy period', that b. Contaminants-, Form XL 00 03 09 16 Page I of 14 0 2016, The Hartford c. Irritants,, or (b) Otherwise In the course of d. Toxic substances; transit by or on behalf of the Including: "insured", or Smoke; (c) Being stored, disposed of, treated or processed in or vapors" upon any `auto",, soot (2) Before the "pollutants" or any Fumes-, property In which the Acids; "pollutants" are contained are moved from the place where Alkalis; they are accepted by the Chemicals, and "insured' for movement Into or Waste materials consisting of or Onto any "auto": or containing any of the foregoing. (3) After the "pollutants" or any Waste includes materials to be property in which the recycled, reconditioned or "pollutants" are contained are reclaimed, moved from any "auto" to the EXCEPTION place where they are finally delivered, disposed of or This exclusion does not apply: abandoned by the 'insured". a. To 'bodily injury" to any of your Paragraph (1) above does not apply .employees" arising out of and In to fuels, lubricants, fluids, exhaust the course of their employment by gases or other similar "pollutants" you; or that are needed for or result from b. To injury or damage as to whl6h the normal electrical, hydraullt or valid and collectible "underlying mechanical functioning of an 'auto", insurance' with at least the covered by the "underlying minimum limits shown in the insurance" or its parts, if: Schedule of Underlying Insurance a. The "pollutants" escape, seep, Policies is in force and applicable to migrate, or are discharged or the *occurrence". In such event, released directly from an 'auto" any coverage afforded by this policy part designed by its for the "occurrence" will be subject manufacturer to hold, store. to the pollution exclusions of the receive or dispose of such "underlying Insurance and to the"pollutants"; and conditions, limits and other provisions of this policy. In the event b. The 'bodily Injury"property that "underlying insurance" is not damage" or 'covered pollution maintained With limits of liability as cost or expense" does not arise set forth in the Schedule of out of the operation of any Underlying Insurance Policies, following equipment: coverage under any of the I. Air compressors, pumps and provisions of this exception does not generators, including apply- spraying, welding. building Exception b. does not apply to: clsaning, geophysical exploration, lighting or well 'Bodlly injury' or "property damage' servicing equipment; and arising out of the actual, alleged or threatened discharge, dispersal, IL Cherry pickers and similar seepage, migration, release or devices mounted on escape of "pollutants", automobile or truck chassis and used to raise or lower (1) That are, or that are contained workers. in any property that is : Paragraphs (2) and (3) above do not (a) Being transported or towed apply to "accidents" that occur away by, handled, or handled for from premises owned by or rented movement into, onto or to an "insured" with respect to from, any 'auto"; 'pollutants" not in or upon an "auto" Page 2 of 14 Form XL 00 03 09 16 covered by the "underlying insurance' if. a. The 'pollutants' or, any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto*, and b. The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage. 2- Workers Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law, 3. Contractual Liability Liability assumed by the "insured' under any contract or agreement with respect: to an "occurrence" taking place before the contract or agreement is executed. 4. Personal And Advertising Injury This policy does not apply to "personal and advertising Injury". EXCEPTION This exclusion does not apply to the extent that coverage for such "personal and advertising injury" is provided by "underlying insurance", but in no event shall any 'personal and advertising Injury' coverage provided under this policy apply to any claim or "suit" to which "underlying insurance' does not apply, Any coverage restored by this EXCEPTION applies only to the extent that such coverage provided by the 'underlying insurance" is maintained having limits as set forth in the Schedule of Underlying Insurance Policies. S. Underlying Insurance Any Injury or damage,. a, Covered by *underlying insurance' but for any defense which any underlying insurer may assert because of the "Insured's" failure to comply with any condition of its policy; or b. For which "damages' would have been payable by "underlying insurance" but for the actual or alleged insolvency or financial Impairment of an underlying insurer. 6. Aircraft "Bodily injury" or "property damage' arising out of the ownership, operation, maintenance, use, entrustment to others, loading or unloading of any aircraft: a. Owned by any 'insured'; or h, Chartered or loaned to any "Insured". This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to aircraft that is: a. Hired, chartered or loaned with a paid crew: but b. Not owned by any "insured". This exclusion does not apply to "bodily injury" to any of your "employees" arising out of and in the course of their employment by you, T. Watercraft "Bodily Injury* or "property damage" arising out of the ownership, operation, maintenance, use, entrustment to others, loading or unloading of anywatercraft. This exclusion applies even If the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the 'occurrence" which caused the "bodily injury' or "property damage" involved the ownership, maintenance. use or entrustment to others of any watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: a. Watercraft you do not own that is: (1) Less than 51 feet long, and (2) Not being used to carry persons or property for a charge; h. "Bodily injury' to any of your "employees" arising out of and In the course of their employment by you; or c. Any watercraft while ashore on premises owned by, rented to or controlled by you. 8. War Any injury or damage, however caused, arising, directly or indirectly, out of: a, War, Including undeclared or civil war; or Form XL 00 03 09 16 Page 3 of 14 b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel orother agents, or c. Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these, 9. Damage To Property "Property damage" to property you own. 10. Damage To Your Product "Property damage" to 'your product' arising out of it or any part of it. 11. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completer,! 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, 12. Damage To Impaired Prop" Or Property Not Physically Injured "Property damage" to "impaired property' or property that has not been physically injured, arising out of: a. A defect, deficiency, inadequacy or dangerous condition in 'your product" or .Your worko-, or 1b. A delay or failure by you or anyone acting an your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to 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. 13. Recall Of Products, Work Or Impaired Property 'Damages' claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of. a. 'Your product', b. 'Your work"; or c. '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, 14. Expected Or Intended "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. 15. Employer Liability Coverage afforded any of your "employees"' for "bodily injury" or "personal and advertising injury': a. To other 'employees' arising out of and In the course of their employment: b. To the spouse, child, parent, brother or sister Of that "ernployee" as a consequence of such "bodily Injury" to that "employee"_ c. To you or, any of your partners or members, (if you are a partnership, joint venture), or your members (if you are a limited liability company); or d. Arising out of the providing or failing to provide professional health care services. Subparagraphs a. and lb, of this exclusion apply,, (1) Whether the 'insured' may be liable as an employer or in any other capacity; and (2) To any obligation to share 'damages" with or repay someone else who must pay "damages" because of the injury. EXCEPTION Subparagraphs a. and b. of this exclusion do not apply if "underlying insurance' is maintained providing coverage for such liability with minimum underlying limits, as described in the Schedule of Underlying Insurance Policies, 16. Prop" Damage To Employee's Property Coverage afforded any of your Oemployees" for "property damage" to property owned or occupied by or rented or loaned to', a. That 'employee"; b. Any of youFother "employees"-, c. Any of your partners OF members (if you are a partnership or joint venture); or d. Any of your members (if you are a limited liability company). Page 4 of 14 Form XL 60 03 09 16 17, Uninsured Or Underinsured Motorists 20. Asbestos Any claim for: Any injury, damages, loss, cost or expense, a. Uninsured or Underinsured Motorists including but not limited to "bodily injury", Coverage; "property damage" or "personal and b. Personal injury protection; advertising injury" arising out of, or relating "asbestos to, in whole or in part, the hazard" c. Property protection; or that: d. Any similar no-fault coverage by a. May be awarded or incurred by reason whatever name called,, of any claim or suit alleging actual or Unless this policy is endorsed to provide threatened injury or damage of any such coverage, nature or kind to persons or property 18. Employment Practices Liability which would not have occurred in whole or in part but for the asbestos hazard'; a, Any injury or damage to; or (1) A person arising but of any; b. Arise out of any request, demand. order, (a) Refusal to empioy that person; or statutory or regulatory requirement (b) Termination of that persons that any ensured or others test for, employment: or monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in (c) Employment -related practices, any way respond to or assess the policies, acts or omissions, such effects of any "asbestos hazard"; or as but not limited to: coerrion, c. Arise out of any claim or suit for demotion, evaluation, damages because of testing for, reassignment, discipline, defamation, harassment, monitoring, cleaning up, removing, humiliation, discrimination of encapsulating, containing, treating, malicious prosecution directed detoxitying or neutralizing or in any way at that person, or responding to or assessing the effects of an asbestos hazard". 2 The spouse, child. () p parent, brother or 21. Racing And Stunting Activities sister of that person, as a consequence of any injury or "Bodily injury` or "property damage' arising damage to that person at whom any out of the ownership, operation, of the employment -related practices maintenance, use, entrustment to others, or described in paragraphs (a), (b), or loading or unloading of any "auto" or "mobile (c) above is directed. equipment" while being used in any: This exclusion applies: a. Prearranged or organized racing, speed I. Whether the injury -causing event or demolition contest: described in part (1) above occurs b. Stunting activity; or before employment, during c. Preparation for any such contest or employment or after employment of activity. that person, tie Access Or Disclosure Of Confidential Or ii. Whether the "insured" may be liable Personal Information And Data -related as an employer or in any other Liability capacity; and Damages arising out of; Ill. To any obligation to share " damages with or repay someone a. Any access to or disclosure of any „ else who must pay "damages" Person s or organizations confidential or because of the injury. personal Information, including patents„ trade secrets, processing methods, 19. Employee retirement Income Security customer lists, financial information, Act credit card information, health Any liability arising out of intentional or Information or any other type of unintentional violation of any provision of the nonpublic information, or Employee Retirement Income Security Act b. The loss of, loss of use of, damage to, of 1974, Public Law 93-406 (commonly corruption of, inability to access, or referred to as the Revision Act of 1974), or inability to manipulate electronic data, any amendments to them, This exclusion applies even if damages are claimed for notification costs, credit Form XL 00 03 09 16 Page 5 of 14 monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. However. unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury, As used in this excluslon, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CID-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 23, Limited Underlying Coverage Any Injury, damage, loss, cost or expense, including but not Ilmited to 'bodily Injury", "property damage" or 'personal and advertising injury" for which: a. an "undedying Insurance" policy of policies specifically provides coverage, but b, because of a provision within the ..underlying insurance" such coverage is provided at a limit or limits of insurance that are legs than the limit(s) for the '.underlying insurance' policy or policies shown on the Schedule of Underlying Insurance Policies. 24. Recording And Distribution Of Material Or Information In Violation Of Law Any injury, damage, loss, cost or expense, including but not limited to 'bodily injury, "property damage', or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: a. The Telephone Consumer Protection Act (TCPA), 'including any amendment of or addition to such law, lb. The CAN-SPAM Act of 2003, including any amendment of or addition to such law; c. The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA)-, or dr Any federal, state or local statute, ordinance or reguatlon, other than the TCPA, CAN-SPAM Act of 2003 or FORA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or Information. SECTION 11 - INVESTIGATION, DEFENSE, SETTLEMENT A. With respect to "bodily injury", "property damage" or "personal and advertising Injury" to which this Insurance applies (whether or not the "self -insured retention" a ppl les) and 1. For which no coverage is provided under any "underlying Insurance% or 2. For which the underlying limits of any "'underlying insurance" policy have been exhausted solely by payments of "damages" because of 'occurrences' during the 'policy period", we: 1. Will have the right and the duty to defend any 'suit* against the `insured" seeping 'damages' on account thereof, even if such "suit" is groundless, false or fraudulent: but our right and duty to defend and when we have used up the applicable limit of Insurance in the payment of judgments or settlements under coverages afforded by this policy, 2. May make such investigation and settlement of any claim or 'suit" as we deem expedient 3. Will pay all expenses incurred by us, all court costs taxed against the "insured' in any "suit' defended by us and all interest on the entire amount of any judgment therein which accrues after the entry of the judgment and before we have paid or tendered or deposited in court that part of the judgment which does not exceed the applicable limit of insuranoe. However, such costs do not Include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured-, 4. Will pay all premiums on appeal bonds required in any such "Suit", premiums an bonds to release attachments in any such "suit" for an amount not in excess of the applicable limit of insurance, and the cost of ball bonds required of the 'insured" because of an accident or traffic law violation arising Out Of the Operation of any vehicle to which this policy applies, but we wlll have no obligation to apply for or furnish any such bonds; 5. Will pay all reasonable expenses incurred by the "insured" at our request in assisting us in the investigation or defense of any claim or .suit", including actual loss of earnings not to exceed $500 per day per "insured"; and the amounts so incurred, except settlement of claims and 'suits," are not subject to the "self - Page 6 of 14 Farm XL 00 03 09 16 insured retention" and are payable In addition to any applicable limit of Insurance. The "Insured' agrees to reimburse us promptly for amounts paid in settlement of claims or "suits" to the extent that such amounts are within the "self -insured retention", B, You agree to arrange for the investigation, defense or settlement of any claim or "suit" in any country where we may be prevented by law from carrying out this agreement. We will pay defense expenses incurred with our written consent in connection with any such claim or "suit" in addition to any applicable limit of Insurance, We will also promptly reimburse you for our proper share, but subject to the applicable limit of Insurance, of any settlement above the "self -Insured retention" made with our written consent, C. We will have the right to associate at our expense with the "insured" or any underlying insurer in the investigation, defense or settlement of any cialm or 'suit" which in our opinion may require payment hereunder, In no event, however, will we contribute to the cost and expenses incurred by any underlying insurer, SECTION III -WHO IS AN INSURED A. If you are doing business as. 1� An Individual, you and your spouse are "insureds', but only with respect to the conduct of a business of which you are the sole owner. 2. A partnership or Joint venture, you are an "Insured". Your members, your partners, and their spouses are also 'insureds", but only with respect to the conduct of your business. 3- A limited liability company, you are an 'Insured", Your members are also "Insureds'. but only with respect to the conduct of your business, Your managers are "Insureds", but only with respect to their duties as your managers. 4. An organization other than a partnership, joint venture or limited liability company, you are an "Insured". Your 'executive officers" and directors are 'insureds", but only with respect to their duties as your officers or directors, Your stockholders are also "insureds", but only with respect to their liability as stockholders. 5. A trust, you are an 'insured'. Your trustees are also "insureds', but only with respect to the Ir duties as trustees. B. Each of the following is also an 'insured": 1, Your "volunteer workers* only while performing duties related to the conduct of your business, or your "employees," other than your 'executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liablilty company), but only for acts,, a. Within the scope of their employment by you or while performing duties related to the conduct of your business; and b. Only if such 'volunteer workers" or "employees" are Insureds under .underlying insurance" with limits, of liability no less than stated in the Schedule of Underlying Insurance Policies, subject to all the coverage, terms, conditions and limitations of such .underlying insurance", 2. Any person or organization with whom you agreed, because of a written contract, written agreement or because of a permit issued by a state or political subdivision, to provide insurance such as is afforded under this policy, but only with respect to your operations, "your work" or facilities owned or used by you, This provision does not apply, a. Unless the written contract or written agreement has been executed, or the permit has been issued prior to the "bodily injury," "property damage," or .personal and advertising Injury"; and b. Unless limits of liability specified in such written contract, written agreement or permit is greater than the limb shown for 'underlying Insurance'; or c. Beyond the period of time required by the written contract or written agreement. 3. Any person or organization having proper temporary custody of your property if you die, but only: a. With respect to liability arising out of the maintenance or use of that property, and b. Until your legal representative has been appointed, 4. Your legal representative if you die, but only with respect to his or her duties as such. That representative will have all your rights and duties Linder this policy. C. With respect to 'auto", any "insured" in the "underlying insurance" is an "Insured" under this insurance policy, subject to all the limitations of such "underlying insurance". 0. Any organization you newly acquire or form, other than a partnership, joint venture or flmiled liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as an "Insured" I there is no Form XL 00 03 08 16 Page 7 of 14 other similar insurance available to that organization. However: 1. Coverage under this provision is afforded only until the 180th day after you acquire or form the organlzat[on or the end of the "policy period", whichever is earlier. 2. This insurance does not apply to "bodily injury' or 'property damage that occurred before you acquired or formed the organization; and 3. This insurance does not apply to "personal arm advertising injury" arising out of an offense committed before you acquired or formed the organizaflon. E. Each person or organization, not included as an `insured' in Paragraphs A,, 85, C,, or D., who is an "insured" in the "underlying insurance" is an "insured" under this insurance subject to all the terms, conditions and limitations of such "underlying insurance". 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. With TeSPOCt to any person or organization who is not an "Insured" under "underlyling insurance', coverage under this policy shall apply only to loss in excess of the amount of the 'underlying insurance" or "self -insured retention" applicable to you. However, coverage afforded by reason of the provisions set forth above applies only to the extent: (1) Of the scope of coverage provided by the "underlying insurance" but in no event shall coverage be broader than the scope of coverage provided by this policy and any endorsements attached hereto; and (11) That such coverage provided by the 'underlying insurance" is maintained having limits as set forth in the Schedule of Underlying Insurance Policies, SECTION IV - LIMITS OF INSURANCE A. The Limits of Insurance shown In the Declarations and the rules below fix the most we will pay regardless of the number of: 1. *Insureds": 2. Claims made or "suits" brought, 3. Persons or organizations making claims or bringing 'suits'; or 4, Coverages under which damages are covered under this poli%cy, B. The Limit of Insurance stated as the General Aggregate Limit is the most we will pay for the sum of "damages', other than "damages": 1. Because of injury or damage included within the "prod ucts-compteted operations hazard": 2. Because of "bodily injury' by disease to your .employees" arising out of and in the course of their employment by you; and 3. Because of "bodily Injuy and "property damage" arising out of the ownership, OpeTaUons, maintenance, use, entrustment to others, loading or unloading of any "auto". C. The Limit of Insurance stated as the Products Completed Operations Aggregate Limit is the most we will pay for "damages" because of injury or damage included within the "products - completed operations hazard", D. The Limit of Insurance stated as the Bodily Injury By Disease Aggregate Limit is the most we will pay for 'darnages7' because of "bodily injury" by disease to your "employees" arising out of and In the course of their employment by you, E. Subject to B., C., or D above, whichever applies, the Each 0=urrence Limit is the most we will pay for "damages" because of all "bodily injury", "property damage", and 'personal and advertising injury" arising out of any one NoccurrenGe*. F. Our obligations under this insurance end when the applicable Limit of Insurance available is used up. if we pay any amounts for 'damages" in excess of that Limit of Insurance, you agree to reimburse us for such amounts. G. 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. However, If the "policy period" is extended after issuance for an additional period of less than 12 months, the additional period will be deemed part of the last preceding period far the purpose of determining the Limits of Insurance. SECTION V - NUCLEAR ENERGY LIABILITY EXCLUSION (Broad Form) A. The insurance does not apply: 1. To "bodily injury' or "property damage"; a. With respect to which an "Insured" under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors. or would be an insured under any such policy but for its termination upon exhaustion of Its limit of liability; or b. Resulting from the "hazardous properties' of "nuclear material" and Page 8 of 14 Form XL 00 03 09 16 with respect to which (a) any person or organization Is required to maintain financial protection pursuant to the, Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "insured" is. or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. 2. To "bodily Injury" or "property damage" resulting from the "hazardous properties" of °nuclear material" it a. The "nuclear material" (a) is at any "nusdear facility" owned by, or operated by or can behalf of, an "insured" or (b) has been discharged or dispersed therefrom; b. The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handed, used, processed, stored, transported or disposed of by or on behalf of an "insured'; or c. The "bodily injury or "property damage" arises out of the furnishing by an 'Insured" of services, materials, parts or equipment in connection with the planning, construckri, maintenance, operation or use of any "nuclear faculty", but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion c. applies only to "property damage" to such "nuclear facility" and any property thereat. B, As used in this exclusion: "Hazardous properties" include radioactive, toxic or explosive properties; "Nuclear material" means 'source material", "special nuclear material" or "byproduct material"; "Source matefiat", "special nuclear material" and "by-product material" have the meanings given there in the Atomic Energy Act of 1954 or in any law amendatory thereof; "Spent fuel" means any fuet element or fuel component, solid or liquid, which has been used or exposers to radiation in a "nuclear reactor"'. 'Waste"' means any waste material (a) containing 'by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for Its "source material" content, and (b) resulting from the operation by any person or organization of any "nuclear facility" Included under the first two paragraphs of the definition of "nuclear facility", "Nuclear facility" means: (1) Any "nuclear reactor'; (2) Any equipment or device designed or used for (a) separating the isotopes of uranium or plutonium, (b) processing or utilizing "spent fuel," or (c) handling, processing or packaging 'waste"; (3) Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" If at any time tale total amount of such material in the .custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 ,grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (4) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste": and includes the site on which any of the foregoing is located, all operations conducted an such site and all premises used for such operations, "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; "Property damage" includes all forms of radioactive contamination of property. SECTION V1- CONDITIONS A. Premium All premiums for this policy shall be computed in accordance with Item 5 of the Declarations, The premium stated as such in the Declarations is a deposit premium only which shall be credited to the amount of any earned premium, At the close of each "policy period", the earned premium shall be computed for such period, and upon notice thereof to the Named Insured first shown In the Declarations shall become due and payable by such Named Insured, If the total earned premium for the "policy period" is Less than ft premium previously paid and more than the minimum premium, we shall return to such Named Insured the unearned portion paid by such Named Insured. The blamed insured first shown in the Declarations shall maintain records of such information as Is necessary for premium computation, and shall send copies of such records to us at the end of the "policy period" and at such tunes during the "policy period" as we may direct. ®. Inspection And Audit We shall be permitted but not obligated to inspect your property and operations at any Form XL 00 03 09 16 Page 9 of 14 C time. Neither our right to make inspections, nor exceed the amount of the "self -insured the making thereof, nor any report thereon, shall retention" or 'underlying insurance', constitute an undertaking on your behalf or for whichever applies. your benefit or that of others to determine or 3. You and any other involved insured must: warrant that such property or operations are: a. Immediately send us copies of any I. Safe; demands, notices, summonses or legal 2. Healthful; or papers received in connection with the 3. In compliance with any law, rule or claim or 'suit' involving or likely to regulation. involve a sum in excess of any "self - We may examine and audit your books and Insured retention" or "underlying insurance", whichaver applies'; records at any time during the "policy period" and extensions thereof and withla three years b. Authorize us to obtain records and other after the final termination of this policy, Insofar information; as they relate to the subject matter of this policy- c. Cooperate with us in the investigabon or Duties In The Event Of Occurrence, Claim Or settlement of the claim or defense Suit against the "suit"-, and I- You must see to it that we are notified as d. Assist us, upon our request in the soon as practicable of an 'occurrence' enforcement of any right against any which may result in a claim under this policy. person or organization which may be This requirement applies only when such liable to the insured because of injury or "occurrence" Is known to any of the damage to which this policy or any following_ "underlying insurance" or 'self -insured a. You or any additional insured that is an retention" may apply. individual; 4. No insured Mi. except at that insureds own cost, make or agree to any settlement for a b- Any partner, if you or an additional sum in excess of; insured are a partnership: a. The total limits of 'underlying c. Any manager, it you or an additional insurance", or insured are a limited liability company-, b The "self -insured retention' if no d. Any "executive officer' or insurance underlying Insurance" applies without manager, If you or an additional insured our consent, are a corporation, 5. No insureds will, except at that insureds ""I e. Any trustee, if you or an additional own cost, make a payment, assume any insured Is a trust or obligation, or incur any expenses, other than f. Any elected or appointed official, if you first aid, without our consent, or an additional Insured is a political D. Assistance And Cooperation Of The Insured subdivision or public entity. This duty applies separately to you and any The 'insured" shall: additional insured. 1. Cooperate with us and comply with all the To the extent possible, notice should terms and conditions of this pol icy; and Include; 2. Cooperate with any of the underlying a. How, when and where the 'occurrence" insurers as required by the terms of the underlying, insurance " and comply with all took placei the terms and conciltions thereof. b. The names and addresses of any The "Insured" shall enforce any right of injured persons and witnesses-, and contribution or indemnity against any person or c. The nature and location of any injury or organization who may be liable to the "insured" damage arising out of the 'occurrence" because of "bodily Injury", "property damage" or or "offense'. "personal and advertising lnjury" with respect to 2. If a cialm, is made or "stilt" is brought against this policy or any "underlying insurance". any insured, you must. E. Legal Action Against Us a. Immediately record the specifics of the No person or organization has a right under this claim or "suit' and the date received; policy: and a. To join us as a party or otherwise bring us b. Notify us In writing as soon as into a "suit'" asking for damages from an practicable if the claim is likely to insured, or Page 10 of 14 Form XL 00 03 09 16 b. To sue us on this policy unless all of its terms and those of the "underlying insurance" have been fully complied with, A person or organization may sue us to recover on an agreed settlement or on a final judgment against an Insured, but, we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the limit of liability. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the clalmant's legal representative. F. Appeals In the event the "Insured" or the "insured's" underlying, insurer elects not to appeal a judgment In excess of the "underlying insurance" or the "self -insured retention," we may elect to make such appeal, at our cost and expense. if we so elect, we shall be liable in addition to the applicable Limit of Insurance, for the: 1. Taxable casts; 2- Disbursements; and 3. Additional interest incidental to such appeal; But in no event will we be liable for "damages" in excess of the applicable aggregate Limit of Insurance. if a judgment is rendered in excess of the limits of 'underlying insurance" and we offer to pay our full share of such judgment, but you or your underlying insurers elect to appeal it, you, your underlying insurers or both will bear: a. The oast and duty of obtaining any appeal bond; b- The taxable costs, disbursements and additional interest Incidental to such appeal; and c, Any increase in damages over the amount the matter could have been settled for after the verdict was entered and before the appeal was filed- O. Other Insurance This policy shall apply In excess of all "underlying insurance" whether or not valid and collectible. It shall also apply In excess of other valid and collectible insurance (except other insurance purchased specifically to apply in excess of this insurance) which also applies to any loss for which insurance is provided by this policy. These excess provisions apply, whether such other insurance is stated to be. 1. Primary; 2. Contnbutingi 3. E.xms-, or 4. Contingent- H. Transfer Of Rights Of Recovery Against Others To U s 1. Transfer Of Rights Of Recovery If the insured has rights to recover all or a part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after a loss to impair them. At our request, the insured will taring "suit" or transfer those rights to us and help us enforce them. a. Recoveries shall be applied to reimburse: (1) First, .any interest (including the Named Insured) that paid any amount in excess of our limit of liability, (2) Second, us, along with any rather Insurers having a quota share interest at the same level; (3) Third, such interests (including the named Insured) of whom this insurance is excess, However, a different apportionment may be made to effect settlement of a claim by agreement signed by ell interests. h. Reasonable expenses incurred in the exercise of rights of recovery shall be apportioned among all interests in the ratio of their respective losses for which recovery is sought. 2. Waiver Of Rights Of Recovery (Waiver Of subrogation) If the "insured" has waived any rights of recovery against any person or organization for all or part of any payment we have made under this policy, we also waive that right, provided the "insured" waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. t. Changes This policy contains all the agreements between you and us concerning the insurance afforded. Notice to any agent, or knowledge possessed by any agent or any other person shall not effect a waiver or a change in any part of this policy, or stop us from asserting any rights under the terms of this policy. The Named Insured first shown In the Declarations is authorized on behalf of all "insureds" to agree with us on changers in the terms of this policy. If the terms are changed, the changes will be shown in an endorsement issued by us and made a part of this policy. Form XL 00 03 09 16 Rage 11 of 14 J. Separation Of Insureds Except with respect to the Limits of Liability, and any rights or duties specifically assigned in this policy to the Named Insured first shown in the declarations, this insurance applies, a. As if each blamed insured were the only Named Insured: and b. Separately to each insured against whom claim is made or "snit" is brought, K. maintenance Of Underlying Insurance Policies affording in total the coverage and limits stated in the Schedule of Underlying Insurance Policies shall be maintained in full effect during the currency of this policy. Your failure to comply with the foregoing shall not invalidate this policy, but in the event of such failure, we shall be liable only to the extent that we would have been liable had you complied herewith, The Named Insured first shown in the Declarations shall give us written notice as soon as practicable of any of the following. 1. Any change In the coverage or in the limits of any "underlying Insurance", including but not limited to a change from occurrence coverage to claims made coverage,, 2. Termination of part or all of one or more of the policies of "underlying lnsurance"; 3. Reduction or exhaustion of an aggregate limit of liability of any "underlying insurance". The 'self -insured retention" shall not apply should the "underlying insurance" be exhausted by the payment of claims or "suits" wl}€ch are also covered by this policy. L. Cancellation I. The Named Insured first spawn in the Declarations may cancel this policy by mailing or delivering to us or to any of our authorized agents advance written notice of cancellation, 2. We may cancel this policy by mailing or delivering to the Named Insured first shown in the Declarations at the address shown in this policy, written notice of cancellation at least; a. 10 days before the effective date of cancellation if such Named Insured fails to pay the premium or any installment when due; or b. 30 days before the effective date of cancellatlon if we cancel for any Luther reason. 3. If notice is mailed, proof of mailing will be sufficient proof of notice. Notice will state the effective date ofcancellation. The "policy period" will end on that date. Delivery of such notice by the Named Insured first shown in the Declarations or by us will be equivalent to mailing. 4. If the blamed Insured first shown in the Declarations cancels, the refund may be less than pro rata, but we will retain any minimum premium stated as such in the Declarations. If we cancel, the refund will be pro rata. The cancellation will be effective even if we have not made or offered a refu rid, M. Non -Renewal 1. If we decide not to renewr we will mail or deliver to the Named Insured first shown in the Declarations. at the address shown in this policy, written notice of non -renewal at least 30 days before the end of the "policy period". 2. If notice is mailed, proof of mailing will be sufficient proof of notice. 3. if we offer to renew but such Named insured does not accept, this policy will not be renewed at the end of the current "policy period', N. Workers' Compensation Agreement With respect to ".bodily injury" to any officer or other employee arising out of and in the course of employment by you, you represent and agree that you have not abrogated and will not abrogate your common-law defenses under any Workers' Compensation Law by rejection of such law or otherwise. If at any time during the "policy period" you abrogate such defenses, the insurance for "Wdily injury" to such officer or other employee automatically terminates at the same time. 0. Sankruptcy Or insolvency In the event of the bankruptcy or insolvency of the "insured" or any entity comprising the "insured", we shall not be relieved of any of our obligations under this policy, P. Representations By accepting this policy, you agree; a. The statements In the Declarations are accufate and completer b. The statements in Ifie Schedule Of Underlying Insurance Policies are accurate and complete; c. The statements in a. and b. are based upon representations you made to rise d. We have issued this policy in reliance upon your representations: and e. If unintentionally you should fall to disclose all hazards at the Inception of this policy, we shall not deny coverage under this policy because of such failure. Page 12 of 14 Form XL 00 03 09 16 SECTION VII - DEFINITIONS Except as otherwise provided in this section or amended by endorsement, the wards or phrases that appear in quotation marks within this policy shall follow the definitions of the applicable ""underlying lnsuramce" policy. „Accident" includes continuous or repeated exposure to the same conditions resulting In "bodily injury" or "property damage". "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any farm. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or e,quipment, or b. Any other land vehicle that is subject to a compulsory or financial responsibility taw or other motor vehicle insurance law where it is licensed or principally garaged„ However, "'auto" does not include "mobile equipment". "Covered pollution cost or expense" means any cast or expense arising out of; 11. Any request, demand, order or statutory or regulatory requirement, or 2. .Any claim or "suit" by or on behalf of a governmenW authority demanding that the "insured" Or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of "pollutants". "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (1) That are, or that are contained in any property that is: a. Being transported or toured by, handled, or handled for movement into, onto or from, any'auto', b. Otherwise in time course of transit by or on behalf of the "insured"; or c. Being stored, dispersed of, treated or processed in or upon any "auto", or (2) Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "Insured" for movement into or onto any "auto"I or (3) After the "pollutants" or any property In which the "pollutants" are contained are moved from any "auto" to the place where they are finally delivered, disposed of of abandoned by the "Insured". Paragraph a. above does not apply to fuels,, lubhcatnts, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of an "auto", covered by the "underlying insurance" or its parts, if; (1) The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants", .and (2) The "t�odily injury," "prope.rty damage" or "covered pollution cost or expense" hoes not arise out of the operation of any equipment listed in paragraphs 6,b and S.c. of the definition of "mobile equipment". Paragraphs b. and c. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured„ with respect to "pollutants" not in or upon an "auto" covered by the "underlying insurance" if: (1) The "pollutants" or any property In which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto"'; and (2) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overtum or damage, '"Damages" include prejudgment interest awarded against the "Insured" on that part of the judgment we pay - 'Damages" do not include: 1. Fines: 2. Penalties; or 3. Damages for which insurance is prohibited by the law applicable to the construction of this policy. Subject to the foregoing, "damages" include damages for any of the following which rersull at any time from "bodily injury" to which this policy applies, 1. Death; 2, Mental anguish; 3. Shock; 4. Disability, or S. Care and loss of services or consortium, "Insured" means any person or Organization qualifying as an insured in time applicable WHO IS AN INSURED provision of this policy. The insurance afforded applies separately to each "Insured" against whom claim is made or "suit" is brought, except with respect to the limit of our liability under LIMITS OF INSURANCE (SECTION IV). "Occurrence" means 1. With respect to "bodily injury" or "property damage": an accident, Including continuous or Forth XL 00 03 09 16 Rage 13 of 14 repeated exposure to substantially the same general harmful conditions, and 2. With respect to "personal and advertising injury": an offense described in one of the numbered subdivisions of that definition in the "underlying insurance" "Policy Period" means the perlod beginning with the inception date stated as such in the Declarations and sanding with the earlier of. 1. The date of cancellation of this policyF or 2. The expiration date stated as such in the Declarations. "Self -insured retention" means the amount stated assuch in the Declarations which is retained and payable by the "insured" with respect to eaDh "occurrence", "Underlying insurance" means the insurance policies listed in the Schedule of Underlying Insurance Policies, including any renewals or replacements thereof, which provide the underlying coverages and limits states) in the Schedule of Underlying Insurance Policies. The limit of "underloncg insurance' includes: 1. Any deductible arnount; 2. Any participation of any "Insured and 3. Any "set€ insured retention" above or beneath any such policy, Less the amount, I any, by which the aggregate limit of such insurance has been reduced by any payment relating to any act, error, omission, injury, damage or offense for which insurance is provided by this policy, including Medical [payments Coverage as described in the 'underlying Insurance." The coverages and limits of such policies and any such deductible amount, participation or "self -insured retention" shall be deemed to be applicable regardless of; 1. Any defense which any underlying insurer may assert because of the "insured's' failure to comply with any condition of its policy: or 2. The actual or alleged Insolvency or financial impairment of any underlying Insurer or any "Insured The risk of insolvency or financial impairment of any underlying insurer or any insured" is bone by you and not by us. Page 14 of 14 Forma XL 00 03 D9 16 Terra Insurance Company (A Risk Retention Group) Two Fifer Avenue, Suite 100 Corte Madera, CA 94925 DATE 01/01/21 CERTIFICATE HOLDER City of Kent Attn: Nancy Yoshitake 220 Fourth Avenue South Kent, Washington 98032 FF TERRA INSURANCE COMPANY CERTIFICATE OF INSURANCE This certifies that the "claims made" insurance policy (described below by policy number) written on forms in use by the Company has been issued. This certificate is not a policy or a binder of insurance and is issued as a matter of information only, and confers no rights upon the certificate holder. This certificate does not alter, amend or extend the coverage afforded by this policy. The policy of insurance listed below has been issued to the insured named above for the policy period indicated. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions and conditions of such policy. Aggregate limits shown may have been reduced by paid claims. TYPE OF INSURANCE POLICY NUMBER 221019 LIMITS OF LIABILITY PROJECT DESCRIPTION Professional Liability EFFECTIVE DATE 01/01/21 $3,000,000 EACH CLAIM $3,000,000 ANNUAL AGGREGATE EXPIRATION DATE 12/31/21 Signature Point Levee Franchise Agreement, Kent, Washington. GeoEngineers. No. 0410-175-08 CANCELLATION: If the described policy is cancelled by the Company before its expiration date, the Company will mail written notice to the certificate holder thirty (30) days in advance, or ten (10) days in advance for non-payment of premium. If the described policy is cancelled by the insured before its expiration date, the Company will mail written notice to the certificate holder within thirty (30) days of the notice to the Company from the insured. NAME AND ADDRESS OF INSURED GeoEngineers, Inc. 1101 S. Fawcett Avenue, Suite 200 Tacoma, WA 98402 ISSUING COMPANY: TERRA INSURANCE COMPANY (A Risk Retention Group) L ala� President