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Home My WebLink AboutCAG2019-096 - Original - #2 - GeoEngineers, Inc. - S 224th Street Improvements Phase II - 12/15/2021Nancy Yoshitake for Jason Bryant Public Works 12/15/2021 12/17/2021 N/A R90094 N/A GeoEngineers, Inc.Contract Amendment S. 224th St. Improvements Phase II Extend the time of completion to December 31, 2022. 12/31/2022 $0 CAG2019-096 #2 12/16/2021 AMENDMENT - 1 OF 2 AMENDMENT NO. 2 NAME OF CONSULTANT OR VENDOR: GeoEngineers, Inc. CONTRACT NAME & PROJECT NUMBER: S. 224th Street Improvements Phase II ORIGINAL AGREEMENT DATE: February 21, 2019 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 needed to extend the time of completion to December 31, 2022 in case support is needed related to ongoing pond concerns. 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: Eric Connor Its Construction Manager (title) DATE: ATTEST: ___________________________ Kent City Clerk APPROVED AS TO FORM: (applicable if Mayor’s signature required) Kent Law Department GeoEngineers - 224th Construction 2 Amd 2/Bryant December 15, 2021 Client#: 326119 GEOENINC2 ACORDT,, CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 6/23/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS RTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES ,ELOW. 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 NAonNtPCT Please See Below: USI Insurance Services NW CL PHONE 206 441-6300 610-362-8530 {A/C, No. Ext : CAC, Na 601 Union Street, Suite 1000 ADDRESS. SueaUIe.PLCertRequest@usl.com Seattle, WA 98101 INSURED GeoEngineers, Inc. 17425 NE Union Hill Road, Suite 250 Redmond, WA 98052 INSURERS AFFORDING COVERAGE I NA INSURER A: Hartford Fire Insurance Company 119682 INSURER B : Hartford Casualty Insurance Company 29424 INSURER C : Hartford - WC Multiple Issuing Cos 00914 INSURER D INSURER E : COVERAGES CERTIFICATE NUMRER! RFVIr2InN1 nlllnnRI P. 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. INSA LTR TYPE OF INSURANCE ADD UB VVVD X POLICY NUMBER 52 U U N O L5662 POLICY EFF POLICY EXP (MWDD/YYYY) fKWDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FXIOCCUR X D6/30/2021T 06/30/2022 EACH OCCURRENCE $1 OOO 000 PREMA�GESf, oNTOC ETEDa= $300 000 MED ESXP (Any one erson) $1 O 000 PERSONAL & ADV INJURY $1,000,000 $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: _ POLICY E "t MyE LOC GENERAL AGGREGATE PRODUCTS - COMP/OP AGG $2,000 000 $ i OTHER: p , AUTOMOBILE LIABILITY AUTO X X 52UENOL5663 06/30/2021 06/30/202 EDIutel EmSINGLE LIMIT 1 00O 000 BODILY INJURY (Per person) $ OWNED SCHEDULED AUTANY AUTOS ONLY AUTOS OS ONLY XNON-OWNED AUTOS ONLY Ix BODILY INJURY (Per accident) $ PROPERTYAAMAGE and en $ $ X X 52XHUOL5664 B X UMBRELLA LIAB X OCCUR )6/30/2021106/30/2021 EACH OCCURRENCE s3,000,000 AGGREGATE $3 000 000 $ EXCESS LIAB CLAIMS -MADE 'ED X RETENTION $10,000 (Follow Form) C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVEY/N OFFICERfMEMBER F.XCLUUAAEDi7 (MandatoryinNH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A X 52WEOL6H8D Includes: StopGap/MEL/USL&H D6/30/2021 06/30/202 X PER OTH- E.L. EACH ACCIDENT $1 OOO,000 - E.LDISEASE- EAEMPLOYE $1000000 E.L. DISEASE - POLICY LIMIT $1 000 000 [�T 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. 0410-145.07, South 224th Street Improvement Phase 11, Kent, Washington. City of Kent is Additional Insured, coverage is primary and non-contributory and waiver of subrogation (See Attached Descriptions) City of Kent 220 4th Avenue South Kent, WA 98032-0000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 1 of 2 #S32441964/M32439176 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD MYPZP DESCRIPTIONS (Continued from Page 1) applies as respects General Liability and Automobile Liability if required by written contract per attached orsements. Umbrella Liability follows M. SAGITTA 25.3 (2016/03) 2 of 2 #S32441964/M32439176 PWCY NUMBER: 52 UUN OL5662 COMMERCIAL GEMMLIABILITY co 20 10 10 01 THIS ENDORSEMENT CHANGES THE POUCY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies Insurance prr)vlded under the rpliowsng: QOMMrzRQIAL GENET .PAL t.IA8IU7Y O0VERA3E PART SCHEDULE Name o4 Person or Organization: As required by written contract (it no entry appears above, Inlarmabon required to complete this endorsement will be shDwn In the Declarations as applicable to this endorse- ment-) A. Section 0—Who Is An Rnsutod ie amended to lnd4de as an InsurW the pdreon or organixalion shown in the Schedule, but only with respect to Iiablt(ty arising out of your Ongoing opera- tions performed for that Insured, B. With respect to the Insurance arlkwded to thesis aadailtimal Insureds, the fallowing exclusion is added: 2. Exaiustone, This Insurar". does not apply to "b",IV Injury" or "prop. arty damag&l occurring ail&,, (t) All work, Inc3udincg mateiiials, part$ or ealaipment fuMlahcd In c+nner tdDn with Svch vmrh, on the project R,other Man service, maintenance or e- paaim) to tie perfofm d by or on behalf of the ad- Mtfcnal Insured(s) at The site of that covered cp- orations des been compleled; or (2) That portion of your w0iW out of which the injury or dafnage arises 116s 000n pull to 119 intended use by any person or oiga n4alion other than an- other contractor or &ubcnntraclor ongagod in per- ferming operallons for a principal as a part of the Sam a prolact, CG 20 1010 01 CopyrigM, Insurvoo Ser loos Office. Inc., 2DOO Page 1 o1 1 POLICY: 52UUNCBL5662 AI.PNC.WOS,SI.Ong0ps.CO COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. (1) The "bodily injury' or "property damage" is Read the entire policy carefully to determine rights, caused by an "occurrence' that takes duties and what is and Is not covered. place in the "coverage territory"; Throughout this policy the words "yGu" and "your" (2) The "bodily injury" or "property damage" refer to the Named Insured shown In the occurs during the policy period; and Declarations, and any other person or organization (3) Prior to the policy period, no fnsured listed qualifying as a Named Insured under this policy. The under Paragraph 1. of Section 11 — Who Is words "we", "us" and "our" refer to the stock An Insured and no "employee" authorized insurance company member of The Hartford by you to give or receive notice of an providing this insurance. "occurrence" or claim, Mew that the The word "Insured" means any person or "bodily injury" or "property damage" had organization qualifying as such under Section Il — occurred, In whole or in part, If such a Who Is An Insured, listed insured or authorized "employee" Other words and phrases that appear in quotation knew, prior to the policy period, that the marks have special meaning. Refer to Section V — "bodily injury" or "property damage" Definitions, occurred, then any continuation, change SECTION I — COVERAGES or resumption of such "bodily injury" or "property damage" during or after the COVERAGE A BODILY INJURY AND PROPERTY policy period will be deemed to have been DAMAGE LIABILITY known prior to the policy period. 1. Insuring Agreement c. "Bodily injury" or "property damage" will be a. We will pay those sums that the insured deemed to have been known to have becomes legally obligated to pay as damages occurred at the earliest time when any because of "bodily injury" or "property Insured listed under Paragraph 1. of Section II damage" to which this Insurance applies. We — Who Is An Insured or any 'employee' wwtil have the right and duty to defend the authorized by you to give or receive notice of insured against any "suit" seeking those an "occurrence" or claim: damages. However, we will have no duty to (1) Reports all, or any part, of the "bodily defend the insured against any "suit" seeking Injury" or "property damage" to us or any damages for "bodily injury" or "property other insurer; damage" to which this insurance does nol (2) Receives a written or verbal demand or apply. We may, at our discretion, investigate "occurrence" claim for damages because of the "bodily any and settle any claim or "suit` injury" or "property damage", or that may result. But: (1) The amount we will pay for damages is (�) Becomes aware by any other means that "bodily "property limited as described in Section III — Limits injury" or damage" has Of Insurance, and occurred or has begun to occur. (2) Our right and duty to defend ends when d- Damages because of "bodily injury" include we have used up the applicable limit of damages claimed by any person or organization for cart, loss of services insurance In the payment of judgments or or death resulting at any time from the 'bodilysettlements under Coverages A or 8 or injury" medical expenses under Coverage C. No other obligation or liability to pay sums or e. incidental Medical Malpractice And Good perform acts or services is covered unless Samaritan Coverage explicitly provided for under Supplementary "Bodily injury" arising out of the rendering of Payments — Coverages A and B. or failure to render the following health care b. This insurance applies to "bodily injury" and services by any "employee" or "volunteer "property damage" only if; worker" shall be deemed to be caused by an "occurrence" for HG 00 01 0916 Page 1 of 21 C 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 Dr appliances-, or (2) First aid services, which include: (a) Cardiopulmonary resuscitation, whether per -formed manually or with a defibrIllator; or (b) Services performed as a Good Samarltan, For the purpose of determining the limits of insurance, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one 'occurrence'. 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 does 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 11fabli(ty 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 cost 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 Liability "Bodily injury" or "property damage" for which any Insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcohollc beverages to a person under the legal drinking age or under the influence of alcatiolli or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages_ Thisexclusion 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 transportation With respect to any person that may be under the, Influence of a 1whol; if the "occurrence" which caused the "bodily Injury' or "property damage", Involved that which is described in Paragraph (1), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing. distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages, d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury' to: (1) An 'employee" of the insured arising out of and in the course of - Page 2 of 21 HG 00 0109 16 (a) Employment by the insurers; 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 roust 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 (}ability 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 f. 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 'properly 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„ (1) "Bodily injury" If sustained within a or its parts, if such fueis, lubricants building and caused by smoke, or other operating fluids escape From a vehicle part designed to fumes, vapor or soot produced by or originating from equipment that hold, store or receive them. This is used to heat, cool or dehumidify exception does not apply if the "bodily injury" or "property damage" the building, or equipment that is arises oul of the intentional used to heat water for personal discharge, dispersal or release of use, by the building's occupants or the fuels, lubricants or other their guests; operating fluids, or if such fuels, (h) "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 contractor or subcontractor; performed for that additional (R) "Bodily Injury' or "properly damage" insured at that premises, site or sustained within a building and location and such premises, 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 �u or on your behalf iii 'Bodilyir, ur or "property clams ® j y� 9' by a contractor or subcontractor; or arising out of heat, smoke or fumes "hostile (iii) "Bodily Injury" or 'property damage" from a floe°; .arising out of heat, smoke or Fumes (b) At or from arty premises, site or From a "hostile fire",, or location which is or was at any time (e) At or from any premises, site or used by or for any insured or others for tacation on which any insured or any contractors or subcontractors working HG 00 01 0916 Page 3 of 21 directly or Indirectly on any insured's behalf are performing operations If the operations are to test for, Monitor, clean up, remove, contain, treat. detoxify or neutralize, or In any way respond to, or assess the effects of, .pollutants". (2) Any loss, cost or expense arising out of any. (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "Pollutants"; or (b) Claim or suit by of on behalf of a governmental authority for damages because of tasting for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, 'pollutants". However, this paragraph does not apply to liability for damages because of 'property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or 'sulr 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 alrcraft,'auto" or watercraft owned or operated by or rented of 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, htring, employment, training or monitoring of others by that insured, if the "occurrence' which 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 premises You own or rent, (2) A watercraft you do not own that is, (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge-, (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: (6) 'Bodily injury' or "property damage" arising out oP, (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of 'mobile equipment" J 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 (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment": or (6) 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 .,properly damage". whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any Insured: or (2) The use of "mobile equipment- in, or while in practice for, of while being prepared for, any prearranged racing, speed, demolition, or stunting activity. L 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; of (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of -these. j. Damage To Property 'Property damage' to: Page 4 of 21 HIS 00 0109 16 (1) Property you owri, 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 care, custody or control of the insured; (5) That parficular part of real property on which you or any contractors or subcontractors working directly or indirectly can your behalf are performing operations, If the `property damage'" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed an it, Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate 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 assurned 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" inobded in the "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 dues 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 accardance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after 4 has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, coast or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment. removal or disposal of: (1) 'Your product"; (2) 'Your work", or (3) "IrnpaM property"; if such product, work, or property is withdrawn or recatled 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 information, including patents, trade secrets. processing methods, customer lists, financial information, credit card Information, health information or any other type of nonpublic Information; or (2) 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 notification costs, credit monitoring expenses. forensic expenses, HG 00 0109 16 Page 6 of 21 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 exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, Including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Employment -Related Practices 'Bodily 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 'bodily injury" to that person at whom any "empoym en I -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. r. Asbestos (1) "Bodily injury" or "property damage' 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 per -sons or property which would not have occurred in whole or in part but for the "asbestos hazard": (b) Arise out of any request, demand, order or statutory or regulatory requirement that any Insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbastGs 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'. s. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or 'property damage" 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 CAI -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 Art (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 additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, commuflicating or distribution of material or Information, Damage To Premises Rented To You — Exception For Damage By Fire, Lightning Or Explosion Exclusions C. through h. and J. through n. do not apply to damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described In Section III — Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this Insurance applies, We will have the right and duty to defend the insured against any 'suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for 'personal and advertising injury" to which 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 Ili — Limits Of Insurance; and (2) Our right and duty to defend end 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 sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and e. 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 'coverage 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 of its falslty. c. Material Published Prior To Poticy Period "Personal and advertising injury," arising out of oral, written or electronic publication, in any manner, of material whose first publication took place before the beginning of the policy period. ds Criminal Acts 'Personal and advertising injury" arising out of a criminal act committed by or 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 noes 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 anothef"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 Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. I. Infringement Of Intellectual Property Rights (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any Intellectual property rights such as copyright, patent, trademark, trade name, trade secret, trade dress, service mark or other designation of origin or authenticity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation 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 it the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of: (a) Copyright, (b) Slogaw or (c) Tifle of any litefary or artistic WOO; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of 'advertisement', ].Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider, However, this exclusion does not apply to Paragraphs a., b. and c. of the definition of "personal and advertising injury' under the Definitions Section. HO 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 Chatroams Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, awns, or over which the insured exercises control. I. Unauthorized Use Of Anther'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, rn. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n- Pollution -Related Any lass, 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, contain, 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 injury", however caused, arising, directly or indirectly, out o. (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) hisurrectlon, rebellion, revolution, usurped power, or action taken by governmental authority In hindering or defending against any of these- p. Internet Advertisements 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 wets 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 barrier can your web site, or (4) Computer code, software or programming used to enable. (a) Your web site, or (b) The presentation or functionality of an "advertisement" or other content on yourweb site. q. Right Of Privaoy 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 lava "Personal and advertising injury" arising out of a violation of any anti-trust law, s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other securities. It. Recording And Distribution Of Material Or Information In Violation Of Law "Personat and advertising injury" arising directly or indirectly out of any action or omission that vlolates or Is alleged to violate; (1) The Telephone Consumer Protection Act (TCPA), including any amendmeqit of or addition to such law: (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Pair Credit Deporting Act (FORA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACIA); or (d) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FORA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, coltecting, 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 practls" 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 parson: (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 parsons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor. clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) ,Arise out of any claim or suit for damages because of testing for, monitoring. cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralising 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 notification costs, credlt monitoring expenses, forensic expenses, public relations expenses or any other less, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or Organization's confidential or personal information, COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury( weed by an accident, (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of youroperations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period, (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault, These payments will not exceed the applicable limit of Insurance. We Will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices:; and (3) Necessary ambulance, hospital, professional nursing and funeral services, 2. Exclusions We will not pay expenses for'bodily Injury": a. Any Insured To any Insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of HG 00 01 0916 Page 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. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products•Completed Operations Herd Included within the "products -completed operations hazard". 9. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend; a. Alt expenses we incur, b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bands. c. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance_ We do not have to fumish 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 "suit", 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 not include attorneys' fees, attorneys' expenses, witness or expert fees, or any rather 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, coffered to pay, of 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 indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: 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 assumed 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 fndemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that fndemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnite% and f. The indemnit (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately sand us copies of any demands, notices, summonses or legal papers received in connection with the "suit", (c) Notify any rather insures 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. $o long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 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 Indlemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when, a. We have used up the applicable limit of insurance in the payment of judgments or settlements, or b. The conditions set forth above, or the terms of the agreement described in Paragraph f, above, are no longer met. SECTION 11 — WHO IS AN INSURED 11. if you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner, b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. dl. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers' and directors are insureds, but only with respect to their duties as your officers or directors, Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an Insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured-, a. Employees And Volunteer Workers Your "volunteer workers' only while performing duties related to the conduct of your business, or your "employees', other than either your "executive officers' (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only far acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees' or "volunteer workers" are insureds for: (1) "Bodily injury' or "personal and advertising Injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -`employee"' while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employes' or that "volunteer worker' as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with of repay someone else who must pay damages because of the Injury described in Paragraphs 111)(a) or (1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services, If you are not in the business of providing professional health care services: (a) Subparagraphs (1)(a). (1)(b) and (1)(c) above do not apply to any 'employee" or "volunteer worker' providing first aid services; and (b) Subparagraph (1)(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property; (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control Is being exercised for any purpose by you, any of your *employees". "volunteer workers% any partner or member (it you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee' or "volunteer worker), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die. W only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed, d. Legal Representative If You Die Your legal representative if you die, but only HG 00 01 02 16 Page 11 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 under this Coverage fart, Parmilt e. Unnamed Subsidiary The following persons) 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 subdivision, than 549id of the voting stock on the effective that such person or organization be added as an date of the 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 provisions only for that period of Urns 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 exhau0on insured under this provision if such person or of its limits of insurance. organization is included 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 overwhich you maintain Any person(s) or organization(s) (referred to financial interest of more than 50% of the voting below as vender), but only with respect to stack, will qualify as a famed Insured if there is "bodily injury" or "property damage" arising no other similar Insurance available to that out of "your products" which are distributed or organization. However: sold in the regular course of the vendor's a. Overage under this provision is afforded only business and only if this Coverage Fart. until the 180th day after you acquire or farm 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 does not apply to 'bodily In]Llijrd' ( 1) The insurance afforded the vendor is or "property damag€"' that occurred before subject to the following additional you acquired or farmed the orgarsizallon; and exclusions: c. Coverage U does not apply to 'personal anct This insurance does 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 organizations. damages by reason of the assumption 4. blonowned Watercraft of liability in a contract or agreement. With respect to watercraft you do not own that is This exclusion does not apply to liability for damages that the vendorwould less than 81 feet long and is not being used to have in the absence of the carry persons for a charge, any person is an contract a agreement; insured awhile operating such watercraft With your permission. Any other person or organization b An express warrant unauthorized b ( ) y y y responsible for the conduct of such person is you; also an insured, but only with respect to IiabiJty (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 other 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 instructions persons 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 Rage 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) remonstration, installation, servicing or repair operations, except sAicih Operations performed at the vendors premises in connection with thesale 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 acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to- (i) The exceptions contained in Sub- paragraphs (d) or (f); or (11) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make In the usual course of business., in connection with the distribution or sale oaf the products, (2) Thus 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 organizaflon(s) from whom you iease equipment: but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising Injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or orgenization(s). (2) With respect to the Insurance afforded to these additional insureds this insurance does not apply to any %ccurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Promises Any person or organization from whom you lease land or promises, but only with respect to flablidy arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply. This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that Sand; or I Structural alterations, new construction or demdlltlon operations performed by or on behalf of such person or organization. d. Architects, Engineer's 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 rvith 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 failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, Inspection, architectural or engineering activities. This exclusion applies even if the clams 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. 9. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you .or can 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 injurer, "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or HG 00 01 09 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 fs not an additional Insured under Paragraphs a. through e. above, but only sr O 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 the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products -completed operations hazard', but only if (a) 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 hazards. However. (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to 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, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architeclural or engineering activities, This exclusion applies riven if the claims against any insured allege negligentA 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 "propaq 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 — Commercial general Liability Conditions. No person or organization is an insured with respect to the conduct of any currant or past partnership, joint venture or limited liability company that is not shown as a blamed Insured In the Declarations. SECTION Ill —LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown In the Declarations and he 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". 1 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. Prod ucts-Gompieted Operations Aggregate Limit The Products-Ccmpleted Operations Aggregate Llrnil Is the most we will pay under Coverage A for damages because of "bodily Injury" and "property damage" included in the "products - completed operations hazard". 4. Personal And Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all 'personal and advertising lnjury" sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3. alcove, whicheyer applies, the Each Ocaurrence Limit is the most we will pay for the scum of: a. Damages under Coverage A; and Page 14 of 21 HG 00 0109 16 LZ jo 94 aBed ualli-IM a ul paaJ6e eAey nod le4l lualxa eql of Aods lou SOOP uols!AOJd S1J41 'JaAaMOH °Aliuwapul pue asuajap joj JaJnsu! Jagjo aql Ol wl!ns. JO Wjelo guns llwgns isnw paJnsui Ieuogippe 4ons 'paJnsul leuog!ppe ue of elgellene eoueJnsui jaglo Aq paJanoo eq dsle Aew ;eql #Jed acojaAOO. 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Allpag, jO asnsoaq sasuadxa lleo!paw Ile Joj O e6eisAoD Japun hod III + am lsouJ a44i sl;lwll esuedx3 Ie0!P0" OtJt 'eAoge •S of j*qnS ll=ul1 esuadx3 leolpaW 'L 'asayl jo U04eulgwco Aue JCi uoisoldxe Jo Bu!ulclB!I 'wg wo4 sllnm a8euJep yons JaglagM 'luaAa owes a411 Aq pasnleo AlelewixoJd a6ewep lie of saildde l!wi1 no k of pOlua�l Sesjw9ld 01 SULLIEa a41 'uOISOIdxO Jo 6uiulgBil `aig Aq a6ewep jo aseO eyl ul •JauMO aql jo uoissl"ad tgtm noA Aq pa!dn000 AlpeJodwel Ja noA of pialuaJ all" 'uo!soldxa Jo buiul4Bll 'gib Aq a6ewep jO asw 041 u! J0 'nOA 01 pelueJ allLim 'sa waJd auo Aue of abewep dpedwd. jo asneoaq saftwep Joj V adeJaAoO Japun Aed ll!m am lsoau aq sl llwll noA o1. peluaa ses!waJd al s6ewe13 ayl 'aAOge 'S of loe,FgnS :Pwn noA o.L Ra#ue8 ssglwsJd of sBeurap -9 '„aoueJJn000µ auo Aue jo inc 6ulspe .9betuep AlJadoJd. pue „AJn.ut AI!poq. Ile jo asneoeq asua}j0 JO aaua una00 .}O 00l#aN `e a ofieaannO Japun sasuodxe leolpaV4 `q contract or written agreement that this insurance is primary anti rpn-contrlbutory with the additional Insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claire Or Suit Paragraphs a, and b, apply to you 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 official, 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 ifs No person or organization has a right under this Coverage Part,. a_ To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully compiled with. A person or organization may stye 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 terns 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. Other Insurance 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: e. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described In c, below. b. Excess Insurance This insurance is excess over any of the other Insurance, whether ,primary, excess, contingent or on any other basis_ (1) Your Work That Is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work (2) Promises 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 ever your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, 'autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of ' property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion J. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance, or (7) When You Add Others As An AddMonal Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance avaiiable 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 he 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 Ihaurance is excess, we will have no duty under Coverages A or 8 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 wUl be entitled to the ftured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance: and (2) The total of all deductible and self -insured amounts under all that other insurance, We will share the remaining loss, if any, with any other Insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c, Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also, Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits, Under this method, each 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 for audit and retrospective premiums is the date shown as the due date on the trill. If the sure of the advance and audit premiums paid for the policy period is greater than the earned premium, we %0I return the excess to the first turned Insured. c. The first Named Insured must keep records of the Information we need for premium computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the declarations are acaurate and complete: (2) These 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 d-sclose all hazards relating to the conduct of your lousiness that exist at the Inception date of this Coverage Part, we shall not deny coverage under this Coverage Bart 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 If each Named Insured were the only Named Insured: and b. 5eparateiy to each insured against whom claim is made or "suit' is brought. 8, Transfer Of Fights. Of Recovery Against Others To its 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 gust do nothing after loss to HG 00 0109 16 Page 17 of 21 impair them, At our request, the Insured w'ili bring "suit" or transfer those 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 all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the Insured waived their rights of recovery against such pon or organization in a contract, agreement or permit that was executed prier 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 gate. 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) Magazine: (5) Newspaper; or b. Any other publication that is given widespread Nblic 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 Wads or 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" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form, 4. "Auto" means: a. A land motor vehicle, trailer or 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 ur financial responsibility law or other rotor vehicle insurance law where it is licensed or principally garaged. However, 'auto" does not include "mobile equipment", 5. "Bodily injury" means physical: a. Injury; b, Sickness; or c. Disease sustained by a person and, it 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), Puerile Ricca 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. ataove; 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 activitles 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 of com munication provided the insureds responsibility to pay damages is determined In the United States of America (including Its territories and possessions), Puerto Rica or Canada, in a "suit" on the merits according to the substantive law In such territory or in a sett6ement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not Include a 'ternporary worker". 8. "Employment -Related Practices" means: a. Refusal to employ that person: b. Termination of that person"s employment; or c. Employment -related practices, policies, acts or ornissidns, such as coercion, demotion, evaluation, reassignment, discipilne, defamation, harassment, humiliation, discrir-hatibr) 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 similar governing document. 10,"Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be, Page 1118 of 21 HG 00 0109 16 11."Impair+ed property" means tangible property, ether than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates 'your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b- You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by 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 lease of premises. However, that portion of the contract for a tease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to Premises Rented To You Limit described in Section 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; U That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality In connection with work performed for a municipality) under which you assume the tart liability of another party to pay for "beadily 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 behalt Tort liability means a liability that would be imposed by law in the absence of any contact or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations. within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph L 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, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insureds rendering or failure to vender 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 tabor 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 e, While it is being moved from an aircraft, watercraft or "auto" to the place where it Is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, outer than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment"" means any of the following types of land vehicles, Including any attached machinery or equipment. a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether salf-propelled or not, maintained primarily to provide mobility to permanently mounted. (1) Power cranes, shovels, loaders, diggers or drills; or (2) }load construction or resurfacing equipment such as graders, scrapers or rollers; e, Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained HG 00 01 09 16 Page 19 of 21 primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment, or (2) cherry pickers and similar devices used to raise or lower workers, f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached aquipmonI are not 'mobile equiprnant' but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Goad maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers: and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility lava or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles sub]ect to s compulsory or financial responsibility law or other motor vehicle Insurance law are considered 'autos" 16."Occurrence" means an accident, including continuous or repealed exposure to substantially the same general harmful conditions. 17."Personal and advertising injury" means injury, including consequential "bodily lnjury�", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or ©rganizatlon occupies, committed by or on behalf of its owner, landlord 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 publication, in any manner, of material that violates a person's right of privacy) f. copying, in your "advertisement", a person's or organizations "advertising idea" or style of "advertisement'", or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."Pollutants" 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 car rent and arising out of "your product" or "your work" except: (1) Products that are still In your physical possession; or (2) Work that has nat 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 site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the some prof act. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed, b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (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,, b. Created or used on; or a. Transmitted tocar from: computer software, Including systems and applications software, hard or floppy disks, CD- ROM$, tapes, drives, calls, 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'. 'property damage' or 'personal and advertising injury" to which this insurance applies are alleged. 'Suit" includes-, a. An arbitration proceeding In which Such damages are claimed and to which the insured must submit or does submit with our consent: or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent, 22."Temporary worker" means a person who is furnished to you to substitute for a permanent 'empl4oyee' on leave or to meet seasonal or short-term workload conditions. 23, "Volunteer worker' means a person who a, Is not your "employee% b. Donates his or her work; C. Acts at the direction of and within the scope of duties determined by you, and cl. Is not paid a fee, salary or other compensation 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 name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materia[s, parts or equipment furnished in connection with such good s or products, b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but acit sold. 26. "Your work": a. Means, (1) Work or operations performed by you or on your behalf: and (2) Materials. parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "Yourwork". and (2) The providing of or failure to provide warnings or instructions. HG 00 0109 16 Page 21 of 21 POLICY., 52UENOL5663 AI.PNC.WOS COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE REAL} IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the follovping: 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 endorsemeLIt apply. 1. BROAD FORM INSURED d, Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations barrow in your business or your The Flamed Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity rather than a Paragraph A. 1, - WHO IS AN INSURED - of partnership or joint venture, formed as a Section Il - Liability Coverage is amended to subsidiary in which you have an add, ownership interest of more than 501,1110 on e, The lessor of a covered "auto"' while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subtidlary that is an 'insured" under any ©that automobile (1) The sgr4ement requires you to policy Of Would be an "'insured" under prdirect primary insurance for such a poKcy but for its termination or thee Iesesscar and the exhaustion of its Limit of Insurance. (2) The "auto" is Ceased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a farmed by you and over which you covered "auto" you own and not a covered maintain majority" ownership. However, "auto" you hire. the Named Insured does not include any D. Additional Insured It Required by Contract newly formed or acquired organization: (t ) Paragraph A.1. - WHO IS AN INSURED (aj That is a partnership or Joint - of Section €I - Liability Coverage Is venture, amended to add: (b) That is an "Insured" under any tither f, When you have agreed" in a writtenpolicy, contract or written agreement" that a (c) That has exhausted its Llmft of person or organization be added as Insurance under any other policy, or an additlonal Insured can your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured', but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to „bodily Injury" or "property damage" caused Injury" or "property damage" that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered "auto.^ Paragraph A.1. - WHO IS AN INSURED - of SECTION 11 - LIABILITY COVERAGE is amended to add: C 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc„ with its permission.) Page 1 of 5 The insurance afforded to any such E. Primary and Non -Contributory If 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.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following Previsions apply, written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that 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) Flow Limits Apply primary. 1I other insurance is also tI you have agreed in a written contract primary, we will share with all that other or written agreement that another insurance by the method described in person or organization be added as an Other Insurance 6,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: If your 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 (b) The Limits of Insurance shown in Insurance is primary and we will not the Declarations. seek contribution from that other Insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown Insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. ()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 defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "sulfa those rather insurers. to the other Insurer for defense and When this insurance is excess, over other indemnity, insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sutra 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 insuraon; and own insurance. (4) Duties in The Event Of Accident, Claim, (2) The total of all deductible and self -insured Suit or Loss amounts under all that other insurance, if you have agreed in a wniten contract We will share the remaining loss, if any, by the or written agreement that another method described in C7thar 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, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the famed Insured. �P 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 5. applies on an excess basis to a covered "auto" hired or rented by your "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 II - 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 Cotlision coverages are provided under this Coverage Form for any '"auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or barrow, subject to Me following limit. The most we will pay for "loss" to any hired '"auto" is. (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or () The cast of repalring 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 owned "auto" for that coverage. No deductible applies to "Jess" caused 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 lass 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 S1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", pariners (if you are a partnership), members (If you are a limited liability company)" or members of tfteir households. PHYSICAL DAMAGE r ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4,a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,()00. 6. LOANILEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" 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 loantlease. "Outstanding balance" means the amount you owe on the loantlease at the time of "lase" 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; oasts for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; .and carry -paver balances from previous loans or leases,. 7. AIRBAG COVERAGE Under Paragraph 13. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following Is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. S. ELECTRONIC EQUIPMENT , BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - 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 "'autos" electrical system that, at the time of "lass", 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 Properties; Inc„ with its permission.) Page 3 of 5 (4) N�essary for the normal operation of the covered "auto" or the monitoring of the covered „'auto"s" ,operating system. b.Section Ill — Version CA oa 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 Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: S1,500 is the most we will pay for "loss" 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 fuss 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, 4, 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 106 GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D_ - DEDUCTIBLE -ref 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 Form 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 IN THE EVENT OF ACCI D ENT, C LAI M. SLUT 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 individual; (2) A partner, it you are a partnership; (3) A member, if you are a limited liablllty company; or (4) An executive officer or insurance manager, tf you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to discloses 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 shrsrt-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the 1nsureed's" responsibility to pay damages for "bodily injury" or "properly damage'„ Is determined In a "suit," the suit" is brought In the United States of America„ the terrltodes 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 Ill - BUSINESS AUTO CONDITIONS is amended by adding they following: C) 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 following; "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-hybndg auto for which Comprehensive, Specified Causes of Loss, or Collision beverages are provided under this Coverage Form, than such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 1 Daly, 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 bill of sale or new lease agreement received by us within 60 calendar days of the data of "loss," c. Regardless of the number of autos deemed a total loss; the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10.000. For the purposes of th a 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 is defined as an auto with an internal combustion engine 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 loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form; then such Physical Damage Coverages are amended to add the following. In addition to the actu al 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 lass. Regardless of the number of autos deemed a total loss, the most we will pay :under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps, @ 2011, The Hartford (includes copyrighted material Form HA 99 1603 12 of ISO Prrapertles, Inc., with its permission.) Page 5 of 5 POLICY: 52XHUOL5664 it UMBRELLA LIABILITY POLICY PROVISIONS In this policy the worsts "you" and "your" refer 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 qua%oing as a or resumption of such "bodily Injury" or Named Insured under this policy. 'We", "us' 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 Declarations. 3. "Bodily injury" or "property damage" will be Other words and phrases that appear in quotation deerned to have been known to have marks also have special meaning. Refer to occurred at (no earliest time when any DEFINITIONS (Section VII), insured listed under paragraph A, of Section IN RETURN FOR THE PAYMENT OF THE M - 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 Insurer; INSURING AGREEMENTS b. Receives a written or verbal demand or A, Umbrella Liability Insurance claim claim for damages because of the injury" car "property damage"; or 1. We will pay those sums ghat the "insured' Becomes aware by any othermeanslegally obligated to pay as "damages" that "bodily injury" car "property damage" in excess of the 'underlying has occurred 4r has begun to occur, insurance" or of the "selfAnsured retentlon" when no "underlying insurance" applies, B, Exclusions 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". Brit, the amount we will pay Any obligation: as "damages' is limited as described in a. To pay for the cast of investigation, Suction 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 II - nature or kind to persons or property INVESTIGATION, DEFENSE, which arises out of or would not have SETTLEMENT, occurred but for the pollution hazard; or 2. This insurance applies to 'bodily Injury" b. To pay any "damages", judgments, "property damage" or "personal and settlements, lass, costs or expenses advertising Injury' only if. that may be awarded or incurred, a. The "bodily injury', "property damage'" or i. By reason of any such claim or suit 'personal and advertising injury" occurs or any such injury or damages or during the 'policy period'; and 11. In complying with any action b. Prior to the "policy period", nu 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 harmful properties of any solid, occurred, in whole or in park. If such a liquid, gaseous or thermals listed insured or authorized 'employee" a, Po1utants; knew, prior to the "policy period", that b. Contaminants; Form XL 00 03 09 16 Page 1 of 14 Q2016, The Hartford c. Irritants; or (b) Otherwise in the course of d. Toxic substances; transit by or on behalf of the Inclu"insured'; or (c) Being stored, disposed of. Smoky:; Smoke, 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 eases or other similar "pollutants° you; or that are needed for or result from b. To injury or damage as to which the normal electrical, hydraullc 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 thls policy part designed by Its for the "occurrence"' A411 be subject manufacturer to }sold, store" to the pollution exclusions of the receive or dispose of such "underiying Insurance" and to the "pollutants"; and conditions, limits and other b. The bodily injury," "property provisions of this policy, lit the event "underlying or "coveted pollution that insurance"' 1s not oust or expense" does not arise cost maintained with limits of liability as out of the operates, of any set forth in the Schedule of followtng equipment: Underlying Insurance 'Policies, coverage under any of the L Air compressors, pumps and p p p provisions of this exception does not generators; including apply, spraying, weeding. building Exception b. does not apply to: cleaning, geophysical exploration, lighting car well "Bodily injury" or "property damage" .servicing equipment; and arising out of the actual, alleged or 11, +Cherry pickers and similar threatened discharge, dispersal, device mounted an seepage, migration, release or 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 awned by or rented movement into, onto or to an "insured" with respect to from, any 'auto"; "pollutants" not to or upon an "cute 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 TKis 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. 5. 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, leading 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, tralning 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 any watercraft. 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 .occurrenca" which caused the 1)odlly 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; b. "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 indirectfy, out of: a. War, Including undeclared or civil war; or Form XL 00 03 08 16 Page 3 of 14 b. Warlike action by a military farce, 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 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 -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, 12, Damage To impaired Property Or Property Not Physically Injured "Property damage" to "unpaired property" or properly that has not been physically injured, arising out of: a. A defect, deficiency. Inadequacy or dangerous condition in 'your product" or "Your work"; or b. A delay of 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 lass 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 of disposal of, a. "Your product'; b. "Your work"; or c. "Impaired Property"; if such prodUct, work or property is withdrawn of 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 "Beadily 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 "employee" 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 limiter liability company); or d. Arising out of the providing or failing to provide professional health care services. Subparagraphs a. and b. of this exclusion apply.: (1) Whether the "insured" may be liable as an employer or in any other capacity; and 112) To any obligation to share "damages" with or repay someone else who roust 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_ Property Damage To Employee's Property Coverage afforded any of your 'employeee for "property damage" to property owned or ooeaipied by or rented or loaned to, a. That "employee' b. Any of your other "employees"; e. Any of your partners or 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 00 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 19. Employment practices Liability which would not have occurred in whale or in part but for the asbestos hazard", a. Any Injury or damage to: or (1) A person arising out of arty: b. Arise out of any request, demand, order, (a) Refusal to employ that person; or statutory or regulatory requirement (b) Termination of that person's that any insured 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: coercion, demotion, evaluation, c, Arise out of any claim car suit for reassignment. discipline, damages because of testing for, defamatiton, harassment, monitoring, cleaning up, removing, humiliation, discrimination or encapsulating, containing, treating, malicious prosecution directed detoxifying or neutralizing or in any way at that person, or responding to or assessing the effects of an "asbestos hazard". (2) The spouse, child, parent, brother or 21 Racing And Stunting Activities sister of that person, as a consequence of any injury or "Moodily 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 ortganized racing, speed 1. 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; 22. 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: Ili. To any obligation to share "damages" a. Any access to or disclosure of any with or repay someone FaQrson,s or organizati[ins confidential or else who must pay "damages" 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 informatlon: or Employee Retirement income Security Act b. The lass 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 Forma 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 ex.duslon, 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, CO-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 limited to "bodily Injury. , "property damage" or "personal and advertising Injury' for which: a. an "underlying 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 less 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 ►hat violates or is alleged to violate, a. b. C. d. The Telephone Consumer Protection Act (TCPA), Including any amendment of or addition to such law; The CAN-SPAM Aall of 2003, including any amendment of or addition to such law; The Fair Credit Reporting Act (FORA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA). or Any federal, state or local statute, ordinance or regulation, 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 It - 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" applies) 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" seeking "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 " "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 insurance, 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 "stilt", premiums on bonds to release attachments in any such .suit" for an amcwnt not in excess of the applicable limit of Insurance, and the cost of bail 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 will 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 Form XL 00 03 09 10 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 claim or "suit" which in our opinion may require payment hereunder. In no event, however, Wit we contribute to the cost and expenses incurred by any underlying insurer. SECTION III -WHO IS AN INSURED AIf you are doing business as: 11, An individual, you and your spouse are "Insureds", but only with respect to the conduct of a business of whidi you are the sole owner. 2. A partnership or joint venture, you are an "insured". Your mem bers. your partners, and their spouses are also 'insureds", but only with respect to the conduct of your business. 3. A limited liabillty 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 IfablIlly, as stockholders. 5. A trust, you are an "Insured'. Your trustees are also "Insureds% but only with respect to their 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 liability company), but onlyfor 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 limits 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 it you die, but only: a. With respect to liability arising out of the maintenance or use of that property; and b. Unbl 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 under this policy. C. With respect to oiauto", 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 limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as an "insured' if there is no Form XL 00 03 09 16 Page 7 of 14 other similar insurance available to that organization. However - I. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the "policy period", whichever is earlier,, 2. This insurance does not apply to 'bodily injury" or "property damage that occurred before you acquired or formed the organization-, and 1 This insurance does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 1. Because of Injury ordsmage included within the "products -completed 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 injury" and 'property damage" arising out of the ownership, operations, 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 or injury or damage included within the "products - completed operations hazard', 19 E. Each person or organization. not included as an "insured" in Paragraphs A,, 8,, C., or 1), who is an "Insured" in the "Underlying Insurance" Is an "insured" under this insurance subject to all the terms, conditions and limilatlons of such "underlying insurance". E. 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 respect to any person or organization who is not an "Insured' tinder "underlying 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 Policles. 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 organlzatlons making claims or bringing "suits"', or 4. Coverages under which damages are covered under this policy. 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': The Limit of Insurance stated as the Bodily Injury By Disease Aggregate Limit is the most we Will pay for "damages" because of 'bodily injury" by disease to your "employees' arising out of and in the course of their employment by you. Subject to B., C-, or D above, whichever applies, the Each Occurrence Limit is the most we will pay for "damages' because of all "bodily Injury", .prop erty damage", and "personal and advertising injury' arising out of any one moccurronGe'. 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 [echo dons. 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 for the purpose of determining the Limits. of Insurance. SECTION V - NUCLEAR ENERGY LIABILITY EXCLUSION (Broad Form) A. The insurance doer, 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 liabilityi, 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 lawn 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" ifi a. The "nuclear material" (a) is at any "nuclear facility" owned by, or operated by or on behalf of, an insured" or (b) has been discharged or dispersal therefrom; b. The "nuclear materlal" is contained in "spent fuel' or "waste" at any time possessed, handled, used, processed, stored, transported or disposal of by or on behalfof an "insured": or c" The "bodily injuryF or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility'", but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion 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 "by-product material"; "Source material", "special nuclear material' and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof, "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed 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 the 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 sEte on which any of the foregoing is located, all operations conducted on 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 francs of radioactive contamination of property. SECTION Vl " 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 became due and payable by such Named Insured, If the total earned premium for the 'policy period" is less than the 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 Named 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 times during the "policy period" as we may direct. B. inspection And. Audit. We shall t>e permitted but not obligated to inspect your property and operations at any Form XL 00 03 09 16 Page 9 of 14 Lime. 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 properly or operations are; 1' Safe: ,a. Immediately send us copies of any 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 %elf - We may examine and audit your books and Insured retention" or "underlying insurance", whichever applies"; rerxzrds at any time during the "policy period' and extensions thereof and within 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 investigation or C. Duties In The went 4f Occurrence, Claim Or settlement of the claim or defense Suit against the "suit'; and 1. 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 recloirement applies only when such liable to the insured because of injury or 11accurrence" 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 will, except at that insured's oven bq Any partner, if you or an additional cost, make or agree to any settlement for a are a partnership: sum in excess of;insured c. Any manager, it you or an additional a. The total limits of "underlying insured are a limited liability Company; insurance'; or d= Any 'executive officer" or insurance b The 'self -insured retention" if no m underlying Insurance applies without manager, if you or an additional insured our consent. are a corporation; e. Any trustee, If you or an additional 5. No insureds will, except at that insured"s insured is a trust: or own cost, make a payment, assume any obligation, or incur any expenses, other than If. 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. duty aPpiles separately to 4atend any The 'insured" shall:This additional insured. 1. Cooperate with us and comply with all the To the extent possible, notice should terms and conditions of this policy, and include; 2. Cooperate with any of the underlying a. Haw, when and where the 'occurrence" insurers as required by the terms of the took place; "underlying insurance" and comply with all the terms and condll Ions 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: "insurer" damage arising out of the "occurrence" because of "bodily Injury', "property damage" or or "offense". "personal and advertising injury" with respect to 2. If a claim is shade or "suit" is brought against this policy or any "underlying insurance". any insured, you must: E. Leval 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 Forma 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 I[ablllty. An agreed settlement means a settlement and release of liability signed by us, the insured and the dalmant or the clamanCs 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 Llmft of Insurance, for the: 1. Taxable costs; 2- Disbursements; and 3. Addffional 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 cost 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- G. 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. Contributing; 3. Excess-, or 4. Contingent. H. Transfer Of Rights Of Recovery Against Others To Us 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 bring "suit" of 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 other 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 all interests- b. 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, Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the "Insured" has walved 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. 1. 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 changes 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 10 Page 11 of 14 J. Separation Of insureds Insured first shown in the Declarations or by Except with respect to the Limits of Liability, and us will be equivalent to mailing. any rights or duties specifically assigned in this 4. It " Named Insured first shown in the policy to the Named Insured first shown In the Declarations cancels, the refund may be declarations, this insurance applies, less than pro rata, but we will retain any a. As if each Named Insured were the only minimum premium stated as such in the Named Insured: and Declarations, If we cancel, the refund will be lb. Separately to each insured against whom pro rata. The cancellation will be effective claim Is made or "suit" is brought, even if we have not made or offered a refund, K, Maintenance Of Underlying Insurance M. Non -Renewal POliG[09 affording in total the coverage and limits 1. If we decide not to renewr We will mail or stated in the Schedule of Underlying Insurance deliver to the Named Insured first shown in Policies shall be maintained in full effect during the Declarations, at the address shown in the currency of this policy. Your failure to this policy, written notice of non-ranewal at comply with the foregoing shall not Invalidate least 30 days before the end of the 'policy this policy, but in the event of such failure, we period", shall be liable only to the extent that we would have been liable had you complied herewith, 2. If notice is mailed, proof of mailing will be The Named insured first shown in the sufficient proof of notice, Declarations shall give us written notice as soon 3. If we offer to renew but such Named Insured as practicable of any of the following: does not accept, this policy will not be 1. Any change in the coverage or in the limits renewed at the end of the current "policy period", of any "underlying Insurance", Including but not limited to a change from occurrence N. WorkeW Compensation Agreement coverage to claims made cove -rage; With respect to "bodily injury" to any officer or 2. Termination of part or all of one or more of other employee arising out of and in the course the policies of "underlying insurance"; of employment by you, you represent and agree 3. Reduction or exhaustion of an aggregate that you have not abrogated and will not abrogate your common-law defenses under any limit of liability of any'underlying Insurance". WorkersCompensation Law by rejection of The "self -insured retention" shall not apply such law or otherwise. If at any time during the should the "underlying Insurance" be exhausted "policy period" you abrogate such defenses, the by the payment of claims or "suits" which are insurance for "bodily injury' to such officer or also covered by this policy. other employee automatically terminates at the L. Cancellation same time, I. The Named Insured first shown 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 lb. 30 days before the effective date of cancellation If we cancel for any other reason. 3. If notice is mailed, proof of mailing will be sufficient proof of notice. Notice will state the effective date of cancellation, The .policy period" will end on that date. Delivery of such notice by the Named 0. Bankruptcy 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 accurate and complete, b. The statements in the Schedule Of Underlying Insurance Policies are accurate and complete; c. The statements in a. and In, are based upon representations you made to us: d. We have issued this policy in reliance upon your representations; and e. It unintentionally you should fall to disclose all hazards at the Inception of this policy, we shall not deny coverage under this policy because of sur-b failure. Page 12 of 14 Form XL 00 03 09 16 SECTION Vil - DEFINITIONS Except as otherwise provided in this section or amended by endorsement, the words or phrases that appear In quotation marks within this policy shall follow the definitions of the applicable .,underlying Insurance' 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 form. "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.', "Covered pollution cost or expense" means any cost or expense arising out of: t Any request, demand, order or statutory or regulatory requirement, or 2, Any claim or "suit" by or on behalf of a governmental 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 he effects of "Pollutants". "Covered poflution 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 towed by, handled, or handled for movement into, onto or from, any "auto , b. Otherwise in the course of transit by or on behalf of the "insured", or c. Being stared, disposed 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"; 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 or abandoned by the "Insured", Paragraph a. above does not apply to fuels, lubricants, 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 "bodily injury.' "property damage' or "covered pollution cost or expense" does not arose out of the operation of any equipment listed In paragraphs 6.b and 6.c. of the definlbon 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" IV (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, overturn 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 result at any time from "bodily injury" to, which this policy applies-, 1. Death: 2. Mental anguish.- 3, Shock, 4. Disability; of- 5. Care and loss of services or consortium. "Insured" means any person or organization qualifying as an insured in the 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 kabiflty under LIMITS OF INSURANCE (SECTION IV). "Occurrence" means 1. With respect to "bodily injury" or "property damage", an accident, including continuous or Form XL 00 03 09 16 Page 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 licy period" means the period beginning with the inception date stated as such in the Declarafions and ending with the earlier of: 1. The date of cancellation of this policy: or 2. The expiration date stated as such in the Ceclaralions. "Self-Irisured retention" means the amount stated as such in the Lieclarations which is retained and payable by the "insured' with respect to each "occurrence "Underlying insurance" means the insurance policies lasted in the Schedule of Underlying Insurance Policies, including any renewals or replacements thereof, which provide the underlying coverages and limits stated in the Schedule of Underlying Insurance Policies. The limit of "underlying insurance" includes., 1. Any deductible amount; 2. Any participation of any "insured"; and 3. Any "self -insured retention" above or beneath any such policy: Less the amount, If 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, participallon or "self -insured retention' shall be deemed to be applicable regardless of; 1. Any defense which any underlying insurer may assert because of the "insureds" 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 borne by you and not by us. Rage 14 of 14 Form XL 00 03 09 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 Ave South Kent, WA 98032 TERRA 'U91 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 South 224th Street Improvements, Phase Il, Kent, Washington. GeoEngineers No. 0410-145-07 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. 17425 NE Union Hill Road, Ste 250 Redmond, WA 98052 ISSUING COMPANY: TERRA INSURANCE COMPANY (A Risk Retention Group) President