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HomeMy WebLinkAboutCAG2023-009 - Original - AA Asphalting, LLC - Police Services Agreement: Flagging and Traffic Control - 01/03/2023Ap p r o v a l Originator:Department: Date Sent:Date Required: Authorized to Sign: o Director or Designee o Mayor Date of Council Approval: Budget Account Number: Budget? o Yes o No Grant? o Yes o No Type: Re v i e w / Si g n a t u r e s / R o u t i n g Date Received by City Attorney:Comments: Date Routed to the Mayor’s Office: Date Routed to the City Clerk’s Office: Ag r e e m e n t I n f o r m a t i o n Vendor Name:Category: Vendor Number:Sub-Category: Project Name: Project Details: Agreement Amount: Start Date: Basis for Selection of Contractor: Termination Date: Local Business? o Yes o No* *If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? o Yes o No Contract Number: Agreement Routing Form For Approvals, Signatures and Records Management This form combines & replaces the Request for Mayor’s Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 KENT POLICE SERVICES AGREEMENTWasHrNoroil THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter "Kent"), and AA Aasphalting organized under the laws of 10056 SE 240th St.the State of Washington, located and doing business at (hereinafter the "Contractor"). I. TERM *AGREEMENT" FURTHER DEFINED - INCORPORATION OF ATTACHMENTS AND INSURANCE EXHIBIT. The term "Agreement" as used throughout this document shall mean this document, and any and all Scope of Services Attachments (hereinafter "Attachments") which describe the scope of services to be performed. The Attachments are hereby incorporated into this Agreement by this reference. It is recognized that the Contractor may request police services on several occasions, and therefore, while this main Agreement will only be signed one time, there may be multiple Attachments to this Agreement. This Agreement shall be enforceable with regard to each instance of work performed pursuant to each Attachment. In the event of a conflict between the terms of this Agreement and any Attachment, the terms of this Agreement shall prevail. The Insurance exhibit as required by Section IX of this Agreement shall also be incorporated into this Agreement as if set forth herein in full. II. SCOPE OF SERVICES. Contractor desires to utilize the services of a commissioned Kent police officer who will be dedicated to performing the services described in the Attachment(s) to this Agreement. Police officers shall only be permitted to provide police-related services during the performance of the work called for herein, and Contractor shall not ask or solicit such police officers to perform work that is not police-related. III. COST OF SERVICES AND PAYMENT A, Hourly Rate. Contractor shall pay to the Kent Police Department a sum for each hour of worked performed by a commissioned police officer. The Chief of Police or his or her designee shall have the authority to determine the hourly rate that will be specified in the Attachment. B. Four Hour Minimum Payment Requirement. There shall be a four (4) hour minimum payment required for each instance that a police officer performs services under this Agreement. Therefore, Contractor shall be required to pay to Kent the greater sum of four (4) hours of work or the actual number of hours worked during each instance that a police officer performs services. For example, if Contractor needs two (2) police officers to work on the same day and at the same time for two (2) hours of work each, Contractor will be required to pay Kent for four (4) hours for each police officer, for a total of eight (8) hours. If Contractor needs two (2) police officers for six (6) hours each, Contractor shall pay for six (6) hours for each police officer for a total of twelve (12) hours. C. Holiday Shifts and Shifts in Excess of Ten Hours. Shifts performed on holidays shall be subject to an increased hourly rate that witl be specified in the Attachment. Shifts that POLICE SERVICES AGREEMENT - 1 (Form Version: Ll2Ol6) i i- : t : last in excess of ten (10) hours will be subject to a higher hourly rate for all work performed in excess of ten (10) hours. The hourly rate for work performed in excess of ten (10) hours may not be specified in the Attachment, but will be approximately at a rate of one and one-half (1.5) times the regular hourly rate charged on that day. The Contractor will be billed and shall pay the rate for work over ten (10) hours even if not specified in the Attachment. D. Method and Time of Payment. Kent shall, within a reasonable time, submit a bill to Contractor for amounts owing for services performed. Contractor shall, within fourteen (14) calendar days of receipt of such bill, pay the amount owing to Kent. All payments shall be made to the "City of Kent" and shall be delivered to: City of Kent Attn: Customer Services 220 Fourth Avenue South Kent, WA 98032 E. Late Payment Penalties. If Contractor fails or neglects to pay any invoice within thirty (30) calendar days from the date shown on the invoice as the "invoice date," a service charge of one percent (Io/o) of the amount of the unpaid balance on the account or two dollars ($2.00), whichever sum is greater, will be imposed one (1) month from the date payment was due, and at the end of each succeeding monthly period, until all past due amounts are paid in full. Any invoice or service charge due under this Agreement and unpaid shall constitute a debt owed to Kent. Kent may, pursuant to Chapter 3.10 of the Kent City Code and Chapter 19.16 of the Revised Code of Washington, use a collection agency to collect outstanding debts, or it may seek collection by court proceedings, which remedies shall be in addition to all other remedies. At the discretion of the Chief of Police or his or her designee, services may not be provided to Contractors who have delinquent payments. IV. EMERGENCY INTERRUPTIONS IN SERVICE. Police officers performing services called for in this Agreement shall at all times be subject to the rules, regulations, and policies of Kent and its Police Depaftment, and shall be required to follow the orders of supervisors and command staff. Contractor understands that police officers performing services pursuant to this Agreement may, from time to time, be required to perform traditional police duties for the benefit of the greater public. Therefore, from time to time, police officers performing services for Contractor may be required to respond to emergencies and abandon the services being called for under this Agreement. In the event of this occurrence, Contractor shall not be relieved of providing full payment; provided, that in the event the interruption lasts longer that one half of one hour (i.e., more than thirty (30) continuous minutes), Kent and Contractor will agree to an amount of a reduction in the costs of services to account for the police officer's time not performing services under this Agreement. V. INDEMNIFICATION. A. General. Contractor shall defend, indemnify, and hold Kent, its officers, officials, employees, agents, and volunteers harmless from any and all claims, injuries, damages, losses, or suits, including all legal costs and attorney fees, arising out of or in connection with Kent's performance of this Agreement, except for that portion of the injuries and damages caused by the sole negligence of Kent or its officers or employees. POLICE SERVICES AGREEMENT - 2 (Form Version: 1/2016) IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONTRACTOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSUMNCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. B. Indemnification and the Public Duty Doctrine. Contractor understands that, pursuant to the legal doctrine in Washington called the "public duty doctrine," Kent, its Police Department, and its officers and employees of the Kent Police Department, owe a general duty to the public and not a specific duty of protection or care to the Contractor. Contractor understands that by entering into this Agreement, the Police Department's and the police officer's duties remain to the public in general, and neither Kent, its Police Department, nor any of its officers or employees have a specific duty of protection or care to the Contractor, its employees, subcontractors, and agents, or any of its guests, or other people on the premises of the Contractor. Moreover, neither Kent, its Police Department, nor any officer or employee of Kent guarantees, in any way, the safety of any person or property as a result of the work performed under this Agreement. In the event of injury to any person or property, Contractor shall not assert that Kent, its Police Department, or its police officer owed any special duty to protect persons or property or provide care for such persons or property or had any special relationship with the owner or any other person to protect persons or property. This Agreement shall in no way create a duty for Kent, its Police Department, or any of its officers or employees where none previously existed. In the event Kent is sued, and a court determines that the public duty doctrine does not apply, or an exception to the public duty doctrine exists with relation to an injury to the person or property of any employee, subcontractor, guest, or other person on the premises of Contractor, Contractor shall specifically indemnify, hold harmless, and defend Kent, its Police Department, and each and every officer and employee thereof to the full extent permitted by law. C. Survival. The provisions of this Section V shall survive the expiration or termination of this Agreement and the obligations contained therein will continue to apply beyond the provision of services called for in any Attachment. VI. PARTIES ARE INDEPENDENT. The parties agree that neither shall be considered an employee or agent of the other. VII. TERMINATION, ALTERATION, OR RESCHEDULING. In the event Kent is unable to obtain the services of a Kent Police Officer to perform the services called for in the Agreement, Kent will contact Contractor, and advise Contractor that Kent is unable to perform the services called for herein. Notice by way of telephone, email, writing, or in-person shall be adequate notice of such cancellation of services, and Kent shall not be liable for the cost of Contractor obtaining replacement services. In the event Contractor must cancel, alter, or reschedule the services called for by this Agreement, Contractor must provide at least ten and one-half (10.5) hours advance notice to the Police Department by contacting its on-duty sergeant line at (253) 856-5840. A failure to cancel, alter, or reschedule at least ten and one-half (10.5) hours before the services are called for shall result in the Contractor paying the minimum four (4) hours of service provided for in Section III.B. above, regardless of whether such services are provided at a later or rescheduled date and time. VIII. CONTRACTOR SHALL ABIDE BY LAWS AND SHALL NOT DISCRIMINATE. At aII times during Kent's performance of this Agreement, Contractor shall abide by all laws and POLICE SERVICES AGREEMENT - 3 (Form Version: U2OL6) regulations applicable to Contractor's business. Moreover, Contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person in violation of any laws of the State of Washington or the United States. IX. INSURANCE. Contractor shall at all times during Kent's performance of the services called for in this Agreement procure and maintain insurance of the types and in the amounts described in Exhibit A attached and incorporated by this reference. X. CONTRACTOR'S BUSINESS PERFORMED AT ITS OWN RISK. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, guests, and all persons on Contractor's property and invitees at all times when a police officer is performing services pursuant to this Agreement. XI. MISCELLANEOUS PROVISIONS. A. Non-Waiver of Breach. The failure of Kent to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements, or options, and the same shall be and remain in full force and effect. B. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference, or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall only be by filing suit exclusively under the venue, rules, and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the Kent's right to indemnification under Section V.B. of this Agreement. C. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. D. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. E. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of Kent and Contractor. F. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits or Attachments attached hereto or referenced herein, shall supersede all prior POLICE SERVICES AGREEMENT - 4 (Form Version: U2016) verbal statements of any officer or other representative of Kent, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits or Attachments to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. Further, the representative signing this Agreement on behalf of Contractor swears and affirms that he or she is authorized to enter into this Agreement on behalf of Contractor and that action is binding on the Contractor. G. Compliance with Laws, Contractor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Contractor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. H. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS, the pafties below execute this Agreement, which shall become effective on the last date entered below. CONTRACTOR: By Aaron Pollard (signature) Print Nams; Aaron Pollard Tfc f)na rations Manaoe (titte) DATE 1212212022 KENT: \e e By (signature) Print Name: Rafael Pa illa- I fc Dnlira hief r lzlzozgDATE: NOTICES TO BE SENT TO: CONTRACTOR: Attn: Jim Gregory AA Asohaltino 14720 Puvallup St. Sumner wA 98390 253-405-0659 telephone) (facsimile) NOTICES TO BE SENT TO: CITY OF KENTI Sgt. Mike Schanbacher City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856- 5841 (telephone) (2s3) 856-6802 (facsimile) P:EiffildE En Fil.\I3&Polidft-hq&dc&lleMgk.SdtsAFncnr6rOf DrtyWond@r POLICE SERVICES AGREEMENT - 5 (Form Version: U2OI6) INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE The Phoenix Insurance Company Travelers Property Casualty CoofAmerica Westchester Surplus Lines Insurance Co. 1/03/2023 Propel Insurance 1201 Pacific Avenue; Suite 1000 Tacoma, WA 98402-4321 Nicole Parker 800 499-0933 866 577-1326 nicole.parker@propelinsurance.com AA Asphalting, LLC 14720 Puyallup St, E Sumner, WA 98390 25623 25674 10172 A X X X PD Ded: $5,000 X DTCO8N525175PHX22 08/01/2022 08/01/2023 1,000,000 300,000 5,000 1,000,000 2,000,000 2,000,000 B X X X 8108N5257282226G 08/01/2022 08/01/2023 1,000,000 B X X X 10,000 CUP0L8804032226 08/01/2022 08/01/2023 8,000,000 8,000,000 A N DTCO8N525175PHX22 08/01/2022 08/01/2023 1,000,000 1,000,000 1,000,000 C Pollution G28366218001 08/01/2020 08/01/2023 $1,000,000 Occ Limit $2,000,000 Agg Limit $5,000 Ded. RE: Ticket #5118574 / Puget Sound Energy / 10056 SE 240th St. Kent, WA Additional Insured Status applies per attached form(s). City of Kent 220 Fourth Ave. S. Kent, WA 98032 1 of 1 #S5633274/M5589617 AAASPHALTClient#: 180262 SMH01 1 of 1 #S5633274/M5589617 This page has been left blank intentionally. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS (1)Any "bodily injury", "property damage" or "personal injury" arising out of the providing,The following is added to SECTION II – WHO IS AN or failure to provide, any professionalINSURED: architectural, engineering or surveyingAny person or organization that you agree in a services, including:written contract or agreement to include as an additional insured on this Coverage Part is an (a)The preparing, approving, or failing to insured, but only:prepare or approve, maps, shop drawings, opinions, reports, surveys,a.With respect to liability for "bodily injury" or field orders or change orders, or the"property damage" that occurs, or for "personal preparing, approving, or failing toinjury" caused by an offense that is committed, prepare or approve, drawings andsubsequent to the signing of that contract or agreement and while that part of the contract or specifications; and agreement is in effect; and (b)Supervisory, inspection, architectural or b.If, and only to the extent that, such injury or engineering activities.damage is caused by acts or omissions of you or (2)Any "bodily injury" or "property damage"your subcontractor in the performance of "your caused by "your work" and included in thework" to which the written contract or agreement "products-completed operations hazard"applies. Such person or organization does not unless the written contract or agreementqualify as an additional insured with respect to the independent acts or omissions of such specifically requires you to provide such person or organization.coverage for that additional insured during the policy period.The insurance provided to such additional insured is subject to the following provisions:c.The additional insured must comply with the a.If the Limits of Insurance of this Coverage Part following duties: shown in the Declarations exceed the minimum (1)Give us written notice as soon as practicablelimits required by the written contract or of an "occurrence" or an offense which mayagreement, the insurance provided to the result in a claim. To the extent possible, suchadditional insured will be limited to such notice should include:minimum required limits. For the purposes of determining whether this limitation applies, the (a)How, when and where the "occurrence"minimum limits required by the written contract or or offense took place;agreement will be considered to include the (b)The names and addresses of any injuredminimum limits of any Umbrella or Excess persons and witnesses; andliability coverage required for the additional insured by that written contract or agreement.(c)The nature and location of any injury orThis provision will not increase the limits of damage arising out of the "occurrence"insurance described in Section III – Limits Of or offense.Insurance. (2)If a claim is made or "suit" is brought againstb.The insurance provided to such additional the additional insured:insured does not apply to: CG D2 46 04 19 ú 2018 The Travelers Indemnity Company. All rights reserved.Page 1 of 2 COMMERCIAL GENERAL LIABILITY (a)Immediately record the specifics of the (4)Tender the defense and indemnity of any claim or "suit" and the date received; and claim or "suit" to any provider of other insurance which would cover such additional(b)Notify us as soon as practicable and see insured for a loss we cover. However, thisto it that we receive written notice of the condition does not affect whether theclaim or "suit" as soon as practicable.insurance provided to such additional (3)Immediately send us copies of all legal insured is primary to other insurancepapers received in connection with the claim available to such additional insured whichor "suit", cooperate with us in the covers that person or organization as ainvestigation or settlement of the claim or named insured as described in Paragraph 4.,defense against the "suit", and otherwise Other Insurance, of Section IV – Commercialcomply with all policy conditions.General Liability Conditions. Page 2 of 2 ú 2018 The Travelers Indemnity Company. All rights reserved.CG D2 46 04 19 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE –This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A.Who Is An Insured – Unnamed Subsidiaries C.Incidental Medical Malpractice B.Blanket Additional Insured – Governmental D.Blanket Waiver Of Subrogation Entities – Permits Or Authorizations Relating To E.Contractual Liability – RailroadsOperationsF.Damage To Premises Rented To You PROVISIONS a.An organization other than a partnership, joint venture or limited liability company; orA. WHO IS AN INSURED – UNNAMED b.A trust;SUBSIDIARIES The following is added to SECTION II – WHO IS as indicated in its name or the documents that AN INSURED:govern its structure. Any of your subsidiaries, other than a partnership,B. BLANKET ADDITIONAL INSURED –joint venture or limited liability company, that is GOVERNMENTAL ENTITIES – PERMITS ORnot shown as a Named Insured in the AUTHORIZATIONS RELATING TO OPERATIONSDeclarations is a Named Insured if: The following is added to SECTION II – WHO ISa.You are the sole owner of, or maintain an AN INSURED:ownership interest of more than 50% in, such Any governmental entity that has issued a permitsubsidiary on the first day of the policy period; or authorization with respect to operationsand performed by you or on your behalf and that youb.Such subsidiary is not an insured under are required by any ordinance, law, building codesimilar other insurance.or written contract or agreement to include as an No such subsidiary is an insured for "bodily injury"additional insured on this Coverage Part is an or "property damage" that occurred, or "personal insured, but only with respect to liability for "bodily injury", "property damage" or "personal andand advertising injury" caused by an offense advertising injury" arising out of such operations.committed: The insurance provided to such governmentala.Before you maintained an ownership interest entity does not apply to:of more than 50% in such subsidiary; or a.Any "bodily injury", "property damage" orb.After the date, if any, during the policy period "personal and advertising injury" arising out ofthat you no longer maintain an ownership operations performed for the governmentalinterest of more than 50% in such subsidiary.entity; orFor purposes of Paragraph 1.of Section II – Who b.Any "bodily injury" or "property damage"Is An Insured, each such subsidiary will be included in the "products-completeddeemed to be designated in the Declarations as:operations hazard". CG D3 16 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMMERCIAL GENERAL LIABILITY C. INCIDENTAL MEDICAL MALPRACTICE pharmaceuticals committed by, or with the knowledge or consent of, the insured.1.The following replaces Paragraph b.of the definition of "occurrence" in the 5.The following is added to the DEFINITIONS DEFINITIONS Section:Section: b.An act or omission committed in providing "Incidental medical services" means:or failing to provide "incidental medical a.Medical, surgical, dental, laboratory, x-rayservices", first aid or "Good Samaritan or nursing service or treatment, advice orservices" to a person, unless you are in instruction, or the related furnishing ofthe business or occupation of providing food or beverages; orprofessional health care services. b.The furnishing or dispensing of drugs or2.The following replaces the last paragraph of medical, dental, or surgical supplies orParagraph2.a.(1)of SECTION II – WHO IS appliances.AN INSURED: 6.The following is added to Paragraph 4.b.,Unless you are in the business or occupation Excess Insurance, of SECTION IV –of providing professional health care services, Paragraphs (1)(a),(b),(c)and (d)above do COMMERCIAL GENERAL LIABILITY not apply to "bodily injury" arising out of CONDITIONS: providing or failing to provide:This insurance is excess over any valid and (a)"Incidental medical services" by any of collectible other insurance, whether primary, your "employees" who is a nurse, nurse excess, contingent or on any other basis, that assistant, emergency medical technician is available to any of your "employees" for or paramedic; or "bodily injury" that arises out of providing or failing to provide "incidental medical services"(b)First aid or "Good Samaritan services" by to any person to the extent not subject toany of your "employees" or "volunteer workers", other than an employed or Paragraph 2.a.(1)of Section II – Who Is An volunteer doctor. Any such "employees"Insured. or "volunteer workers" providing or failing D. BLANKET WAIVER OF SUBROGATIONto provide first aid or "Good Samaritan The following is added to Paragraph 8.,Transferservices" during their work hours for you Of Rights Of Recovery Against Others To Us,will be deemed to be acting within the of SECTION IV – COMMERCIAL GENERALscope of their employment by you or performing duties related to the conduct LIABILITY CONDITIONS: of your business.If the insured has agreed in a contract or 3.The following replaces the last sentence of agreement to waive that insured's right of Paragraph 5.of SECTION III – LIMITS OF recovery against any person or organization, we INSURANCE:waive our right of recovery against such person or organization, but only for payments we makeFor the purposes of determining the because of:applicable Each Occurrence Limit, all related acts or omissions committed in providing or a."Bodily injury" or "property damage" thatfailing to provide "incidental medical occurs; orservices", first aid or "Good Samaritan b."Personal and advertising injury" caused byservices" to any one person will be deemed to an offense that is committed;be one "occurrence". 4.The following exclusion is added to subsequent to the execution of the contract or Paragraph 2.,Exclusions, of SECTION I –agreement. COVERAGES – COVERAGE A – BODILY E. CONTRACTUAL LIABILITY – RAILROADSINJURY AND PROPERTY DAMAGE LIABILITY:1.The following replaces Paragraph c.of the definition of "insured contract" in theSale Of Pharmaceuticals DEFINITIONS Section:"Bodily injury" or "property damage" arising out of the violation of a penal statute or c.Any easement or license agreement; ordinance relating to the sale of Page 2 of 3 ú 2017 The Travelers Indemnity Company. All rights reserved.CG D3 16 02 19 Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMMERCIAL GENERAL LIABILITY 2.Paragraph f.(1)of the definition of "insured a.Any premises while rented to you or contract" in the DEFINITIONS Section is temporarily occupied by you with permission deleted.of the owner; or F. DAMAGE TO PREMISES RENTED TO YOU b.The contents of any premises while such premises is rented to you, if you rent suchThe following replaces the definition of "premises premises for a period of seven or fewerdamage" in the DEFINITIONS Section:consecutive days."Premises damage" means "property damage" to: CG D3 16 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. This page has been left blank intentionally. COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read (1)The "bodily injury" or "property damage" is the entire policy carefully to determine rights, duties and caused by an "occurrence" that takes place what is and is not covered.in the"coverage territory"; Throughout this policy the words "you" and "your" refer (2)The "bodily injury" or "property damage" to the Named Insured shown in the Declarations, and occurs during the policy period; and any other person or organization qualifying as a Named (3)Prior to the policy period, no insured listedInsured under this policy. The words "we", "us" and under Paragraph 1.of Section II – Who Is"our" refer to the company providing this insurance.An Insured and no "employee" authorized The word "insured" means any person or organization by you to give or receive notice of an qualifying as such under Section II – Who Is An "occurrence" or claim knew that the "bodily Insured.injury" or "property damage" had occurred, in whole or in part. If such a listed insuredOther words and phrases that appear in quotation or authorized "employee" knew, prior to themarks have special meaning. Refer to Section V –policy period, that the "bodily injury" orDefinitions."property damage" occurred, then any SECTION I – COVERAGES continuation, change or resumption of such "bodily injury" or "property damage" duringCOVERAGE A – BODILY INJURY AND PROPERTY or after the policy period will be deemed toDAMAGE LIABILITY have been known prior to the policy period.1. Insuring Agreement c."Bodily injury" or "property damage" whicha.We will pay those sums that the insured occurs during the policy period and was not,becomes legally obligated to pay as damages prior to the policy period, known to havebecause of "bodily injury" or "property damage"occurred by any insured listed under Paragraphto which this insurance applies. We will have 1.of Section II – Who Is An Insured or anythe right and duty to defend the insured against "employee" authorized by you to give or receiveany "suit" seeking those damages. However,notice of an "occurrence" or claim, includes anywe will have no duty to defend the insured continuation, change or resumption of thatagainst any "suit" seeking damages for "bodily "bodily injury" or "property damage" after theinjury" or "property damage" to which this end of the policy period.insurance does not apply. We may, at our discretion, investigate any "occurrence" and d."Bodily injury" or "property damage" will be settle any claim or "suit" that may result. But:deemed to have been known to have occurred at the earliest time when any insured listed(1)The amount we will pay for damages is under Paragraph 1.of Section II – Who Is Anlimited as described in Section III – Limits Insured or any "employee" authorized by you toOf Insurance; and give or receive notice of an "occurrence" or (2)Our right and duty to defend end when we claim: have used up the applicable limit of (1)Reports all, or any part, of the "bodilyinsurance in the payment of judgments or injury" or "property damage" to us or anysettlements under Coverages A or B or other insurer;medical expenses under Coverage C. (2)Receives a written or verbal demand orNo other obligation or liability to pay sums or claim for damages because of the "bodilyperform acts or services is covered unless injury" or "property damage"; orexplicitly provided for under Supplementary Payments.(3)Becomes aware by any other means that "bodily injury" or "property damage" hasb.This insurance applies to "bodily injury" and occurred or has begun to occur."property damage" only if: CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page1 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY e.Damages because of "bodily injury" include (3)Any statute, ordinance or regulation relating damages claimed by any person or organization to the sale, gift, distribution or use of for care, loss of services or death resulting at alcoholic beverages. any time from the"bodily injury".This exclusion applies only if you are in the 2. Exclusions business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. ForThis insurance does not apply to:the purposes of this exclusion, permitting aa. Expected Or Intended Injury person to bring alcoholic beverages on your "Bodily injury" or "property damage" expected or premises, for consumption on your premises, intended from the standpoint of the insured.whether or not a fee is charged or a license is This exclusion does not apply to "bodily injury"required for such activity, is not by itself or "property damage" resulting from the use of considered the business of selling, serving or reasonable force to protect persons or property.furnishing alcoholic beverages. b. Contractual Liability d. Workers' Compensation And Similar Laws "Bodily injury" or "property damage" for which Any obligation of the insured under a workers' the insured is obligated to pay damages by compensation, disability benefits or reason of the assumption of liability in a unemployment compensation law or any similar contract or agreement. This exclusion does not law. apply to liability for damages:e. Employer's Liability (1)That the insured would have in the absence "Bodily injury" to:of the contract or agreement; or (1)An "employee" of the insured arising out of(2)Assumed in a contract or agreement that is and in the course of:an "insured contract", provided that the (a)Employment by the insured; or"bodily injury" or "property damage" occurs subsequent to the execution of the contract (b)Performing duties related to the or agreement. Solely for the purposes of conduct of the insured's business; or liability assumed in an "insured contract",(2)The spouse, child, parent, brother or sisterreasonable attorneys' fees and necessary of that "employee" as a consequence oflitigation expenses incurred by or for a party Paragraph (1)above.other than an insured will be deemed to be This exclusion applies whether the insured maydamages because of "bodily injury" or be liable as an employer or in any other capacity"property damage", provided that:and to any obligation to share damages with or(a)Liability to such party for, or for the repay someone else who must pay damagescost of, that party's defense has also because of the injury.been assumed in the same "insured This exclusion does not apply to liabilitycontract"; and assumed by the insured under an "insured(b)Such attorneys' fees and litigation contract".expenses are for defense of that party f. Pollutionagainst a civil or alternative dispute (1)"Bodily injury" or "property damage" arisingresolution proceeding in which out of the actual, alleged or threateneddamages to which this insurance discharge, dispersal, seepage, migration,applies are alleged. release or escape of "pollutants":c. Liquor Liability (a)At or from any premises, site or"Bodily injury" or "property damage" for which location which is or was at any timeany insured may be held liable by reason of:owned or occupied by, or rented or (1)Causing or contributing to the intoxication loaned to, any insured. However, this of any person;subparagraph does not apply to: (2)The furnishing of alcoholic beverages to a (i)"Bodily injury" if sustained within a person under the legal drinking age or building and caused by smoke, under the influence of alcohol; or fumes, vapor or soot produced by or originating from equipment that Page2 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY is used to heat, cool or dehumidify to perform the normal electrical, the building, or produced by or hydraulic or mechanical functions originating from equipment that is necessary for the operation of used to heat water for personal "mobile equipment" or its parts, if use by the building's occupants or such fuels, lubricants or other their guests;operating fluids escape from a vehicle part designed to hold, store(ii)"Bodily injury" or "property or receive them. This exceptiondamage" for which you may be does not apply if the "bodily injury"held liable, if you are a contractor or "property damage" arises out ofand the owner or lessee of such the intentional discharge, dispersalpremises, site or location has been or release of the fuels, lubricantsadded to your policy as an or other operating fluids, or if suchadditional insured with respect to your ongoing operations performed fuels, lubricants or other operating for that additional insured at that fluids are brought on or to the premises, site or location and such premises, site or location with the premises, site or location is not intent that they be discharged, and never was owned or occupied dispersed or released as part of by, or rented or loaned to, any the operations being performed by insured, other than that additional such insured, contractor or insured; or subcontractor; (iii)"Bodily injury" or "property (ii)"Bodily injury" or "propertydamage" arising out of heat,damage" sustained within asmoke or fumes from a "hostile building and caused by the releasefire";of gases, fumes or vapors from (b)At or from any premises, site or materials brought into that building location which is or was at any time in connection with operations being used by or for any insured or others for performed by you or on your behalf the handling, storage, disposal,by a contractor or subcontractor; orprocessing or treatment of waste; (iii)"Bodily injury" or "property(c)If such "pollutants" are or were at any damage" arising out of heat,time transported, handled, stored,smoke or fumes from a "hostiletreated, disposed of, or processed as fire"; orwaste by or for: (e)At or from any premises, site or(i)Any insured; or location on which any insured or any(ii)Any person or organization for contractors or subcontractors workingwhom you may be legally directly or indirectly on any insured'sresponsible;behalf are or were at any time (d)At or from any premises, site or performing operations to test for, location on which any insured or any monitor, clean up, remove, contain, contractors or subcontractors working treat, detoxify or neutralize, or in anydirectly or indirectly on any insured's way respond to, or assess the effectsbehalf are performing operations if the of, "pollutants"."pollutants" are brought on or to the (2)Any loss, cost or expense arising out ofpremises, site or location in connection any:with such operations by such insured, contractor or subcontractor. However,(a)Request, demand, order or statutory orthis subparagraph does not apply to:regulatory requirement that any insured (i)"Bodily injury" or "property or others test for, monitor, clean up, damage" arising out of the escape remove, contain, treat, detoxify or of fuels, lubricants or other neutralize, or in any way respond to, or operating fluids which are needed assess the effects of,"pollutants"; or CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page3 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (b)Claim or suit by or on behalf of any (b)The operation of any of the machinery governmental authority or any other or equipment listed in Paragraph f.(2) person or organization because of or f.(3)of the definition of "mobile testing for, monitoring, cleaning up,equipment"; or removing, containing, treating,(6)An aircraft that is:detoxifying or neutralizing, or in any (a)Chartered with a pilot to any insured;way responding to, or assessing the effects of, "pollutants".(b)Not owned by any insured; and g. Aircraft, Auto Or Watercraft (c)Not being used to carry any person or property for a charge."Bodily injury" or "property damage" arising out of the ownership, maintenance, use or h. Mobile Equipment entrustment to others of any aircraft, "auto" or "Bodily injury" or "property damage" arising outwatercraft owned or operated by or rented or of:loaned to any insured. Use includes operation (1)The transportation of "mobile equipment"and "loading or unloading".by an "auto" owned or operated by orThis exclusion applies even if the claims rented or loaned to any insured; oragainst any insured allege negligence or other (2)The use of "mobile equipment" in, or whilewrongdoing in the supervision, hiring,in practice for, or while being prepared for,employment, training or monitoring of others by any prearranged racing, speed, demolition,that insured, if the "occurrence" which caused or stunting activity.the "bodily injury" or "property damage" involved the ownership, maintenance, use or i. War entrustment to others of any aircraft, "auto" or "Bodily injury" or "property damage" arising outwatercraft that is owned or operated by or of:rented or loaned to any insured.(1)War, including undeclared or civil war;This exclusion does not apply to:(2)Warlike action by a military force, including(1)A watercraft while ashore on premises you action in hindering or defending against anown or rent;actual or expected attack, by any (2)A watercraft you do not own that is:government, sovereign or other authority using military personnel or other agents; or(a)50 feet long or less; and (3)Insurrection, rebellion, revolution, usurped(b)Not being used to carry any person or power, or action taken by governmentalproperty for a charge;authority in hindering or defending against(3)Parking an "auto" on, or on the ways next any of these.to, premises you own or rent, provided the j. Damage To Property"auto" is not owned by or rented or loaned to you or the insured;"Property damage" to: (4)Liability assumed under any "insured (1)Property you own, rent, or occupy, contract" for the ownership, maintenance or including any costs or expenses incurred use of aircraft or watercraft;by you, or any other person, organization or entity, for repair, replacement,(5)"Bodily injury" or "property damage" arising enhancement, restoration or maintenanceout of:of such property for any reason, including(a)The operation of machinery or prevention of injury to a person or damageequipment that is attached to, or part to another's property;of, a land vehicle that would qualify as (2)Premises you sell, give away or abandon, if"mobile equipment" under the definition the "property damage" arises out of anyof "mobile equipment" if such land part of those premises;vehicle were not subject to a compulsory or financial responsibility (3)Property loaned to you; law, or other motor vehicle insurance (4)Personal property in the care, custody orlaw, where it is licensed or principally control of the insured;garaged; or Page4 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (5)That particular part of real property on accidental physical injury to "your product" or which you or any contractors or "your work" after it has been put to its intended subcontractors working directly or indirectly use. on your behalf are performing operations, if n. Recall Of Products, Work Or Impairedthe "property damage" arises out of those Propertyoperations; or Damages claimed for any loss, cost or expense (6)That particular part of any property that incurred by you or others for the loss of use, must be restored, repaired or replaced withdrawal, recall, inspection, repair, because "your work" was incorrectly replacement, adjustment, removal or disposal performed on it.of: (1)"Your product";Paragraphs (1),(3)and (4)of this exclusion do not apply to "premises damage". A separate (2)"Your work"; orlimit of insurance applies to "premises damage"(3)"Impaired property";as described in Paragraph 6.of Section III – if such product, work, or property is withdrawnLimits Of Insurance. or recalled from the market or from use by anyParagraph(2)of this exclusion does not apply if person or organization because of a known orthe premises are "your work" and were never suspected defect, deficiency, inadequacy oroccupied, rented or held for rental by you.dangerous condition in it.Paragraphs (3),(4),(5)and (6)of this o. Personal And Advertising Injuryexclusion do not apply to liability assumed "Bodily injury" arising out of "personal andunder a sidetrack agreement. advertising injury".Paragraph (6)of this exclusion does not apply p. Electronic Datato "property damage" included in the "products- completed operations hazard".Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access,k. Damage To Your Product or inability to manipulate "electronic data"."Property damage" to "your product" arising out of it or any part of it.However, this exclusion does not apply to liability for damages because of "bodily injury".l. Damage To Your Work q. Unsolicited Communication"Property damage" to "your work" arising out of it or any part of it and included in the"products-"Bodily injury" or "property damage" arising outcompleted operations hazard".of any actual or alleged violation of any law that This exclusion does not apply if the damaged restricts or prohibits the sending, transmitting work or the work out of which the damage or distributing of "unsolicited communication". arises was performed on your behalf by a r. Access Or Disclosure Of Confidential Orsubcontractor.Personal Informationm. Damage To Impaired Property Or Property "Bodily injury" or "property damage" arising outNot Physically Injured of any access to or disclosure of any person's"Property damage" to "impaired property" or or organization's confidential or personalproperty that has not been physically injured,information.arising out of: s. Asbestos(1)A defect, deficiency, inadequacy or (1)"Bodily injury" or "property damage" arisingdangerous condition in "your product" or out of the actual or alleged presence or"your work"; or actual, alleged or threatened dispersal of(2)A delay or failure by you or anyone acting asbestos, asbestos fibers or productson your behalf to perform a contract or containing asbestos, provided that theagreement in accordance with its terms."bodily injury" or "property damage" is This exclusion does not apply to the loss of use caused or contributed to by the hazardous of other property arising out of sudden and properties of asbestos. CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page5 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2)"Bodily injury" or "property damage" arising employment-related practices described in out of the actual or alleged presence or Paragraph (a),(b), or (c)above is directed. actual, alleged or threatened dispersal of This exclusion applies whether the insured may any solid, liquid, gaseous or thermal irritant be liable as an employer or in any other capacity or contaminant, including smoke, vapors,and to any obligation to share damages with or soot, fumes, acids, alkalis, chemicals and repay someone else who must pay damages waste, and that are part of any claim or because of the"bodily injury". "suit" which also alleges any "bodily injury"Exclusions c.through n.do not apply to "premisesor "property damage" described in damage". A separate limit of insurance applies toParagraph(1)above."premises damage" as described in Paragraph 6.of Section III – Limits Of Insurance.(3)Any loss, cost or expense arising out of any:COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY(a)Request, demand, order or statutory or 1. Insuring Agreementregulatory requirement that any insured or others test for, monitor, clean up,a.We will pay those sums that the insured remove, contain, treat, detoxify or becomes legally obligated to pay as damages neutralize, or in any way respond to, or because of "personal and advertising injury" to assess the effects of, asbestos,which this insurance applies. We will have the asbestos fibers or products containing right and duty to defend the insured against any asbestos; or "suit" seeking those damages. However, we will have no duty to defend the insured against any(b)Claim or suit by or on behalf of any "suit" seeking damages for "personal andgovernmental authority or any other advertising injury" to which this insurance doesperson or organization because of not apply. We may, at our discretion,testing for, monitoring, cleaning up,investigate any offense and settle any claim orremoving, containing, treating,"suit" that may result. But:detoxifying or neutralizing, or in any way responding to, or assessing the (1)The amount we will pay for damages is effects of, asbestos, asbestos fibers or limited as described in Section III – Limits products containing asbestos.Of Insurance; and t. Employment-Related Practices (2)Our right and duty to defend end when we have used up the applicable limit of"Bodily injury" to: insurance in the payment of judgments or(1)A person arising out of any: settlements under Coverages A or B or(a)Refusal to employ that person;medical expenses under Coverage C.(b)Termination of that person's No other obligation or liability to pay sums oremployment; or perform acts or services is covered unless(c)Employment-related practice, policy,explicitly provided for under Supplementaryact or omission, such as coercion,Payments.demotion, evaluation, reassignment, b.This insurance applies to "personal anddiscipline, failure to promote or advertising injury" caused by an offense arisingadvance, harassment, humiliation, out of your business but only if the offense wasdiscrimination, libel, slander, violation committed in the "coverage territory" during theof the person's right of privacy, policy period.malicious prosecution or false arrest, detention or imprisonment applied to or 2. Exclusionsdirected at that person, regardless of This insurance does not apply to:whether such practice, policy, act or a. Knowing Violation Of Rights Of Anotheromission occurs, is applied or is committed before, during or after the "Personal and advertising injury" caused by ortime of that person's employment; or at the direction of the insured with the (2)The spouse, child, parent, brother or sister knowledge that the act would violate the rights of that person as a consequence of "bodily of another and would inflict "personal and injury" to that person at whom any of the advertising injury". Page6 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY This exclusion does not apply to "personal against a civil or alternative dispute injury" caused by malicious prosecution.resolution proceeding in which damages to which this insuranceb. Material Published With Knowledge Of applies are alleged.Falsity f. Breach Of Contract"Personal and advertising injury" arising out of oral or written publication, including publication "Advertising injury" arising out of a breach of by electronic means, of material, if done by or at contract. the direction of the insured with knowledge of g. Quality Or Performance Of Goods – Failureits falsity.To Conform To Statements c. Material Published Or Used Prior To Policy "Advertising injury" arising out of the failure ofPeriodgoods, products or services to conform with (1)"Personal and advertising injury" arising out any statement of quality or performance made of oral or written publication, including in your "advertisement". publication by electronic means, of material h. Wrong Description Of Priceswhose first publication took place before "Advertising injury" arising out of the wrongthe beginning of the policy period; or description of the price of goods, products or(2)"Advertising injury" arising out of services stated in your "advertisement".infringement of copyright, "title" or "slogan"i. Intellectual Propertyin your "advertisement" whose first infringement in your "advertisement" was "Personal and advertising injury" arising out of committed before the beginning of the any actual or alleged infringement or violation of policy period.any of the following rights or laws, or any other "personal and advertising injury" alleged in anyd. Criminal Acts claim or "suit" that also alleges any such"Personal and advertising injury" arising out of a infringement or violation:criminal act committed by or at the direction of (1)Copyright;the insured. (2)Patent;e. Contractual Liability (3)Trade dress;"Personal and advertising injury" for which the insured has assumed liability in a contract or (4)Trade name; agreement. This exclusion does not apply to (5)Trademark;liability for damages:(6)Trade secret; or(1)That the insured would have in the absence (7)Other intellectual property rights or laws.of the contract or agreement; or This exclusion does not apply to:(2)Because of "personal injury" assumed by you in a contract or agreement that is an (1)"Advertising injury" arising out of any actual "insured contract", provided that the or alleged infringement or violation of "personal injury" is caused by an offense another's copyright, "title" or "slogan" in committed subsequent to the execution of your "advertisement"; or the contract or agreement. Solely for the (2)Any other "personal and advertising injury"purposes of liability assumed by you in an alleged in any claim or "suit" that also"insured contract", reasonable attorneys'alleges any such infringement or violationfees and necessary litigation expenses of another's copyright, "title" or "slogan" inincurred by or for a party other than an your "advertisement".insured will be deemed to be damages because of "personal injury", provided that:j. Insureds In Media And Internet Type Businesses(a)Liability to such party for, or for the cost of, that party's defense has also "Personal and advertising injury" caused by anbeen assumed by you in the same offense committed by an insured whose"insured contract"; and business is: (b)Such attorneys' fees and litigation (1)Advertising, "broadcasting" or publishing;expenses are for defense of that party CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page7 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2)Designing or determining content of neutralizing, or in any way responding to, or websites for others; or assessing the effects of, "pollutants". (3)An Internet search, access, content or o. War service provider."Personal and advertising injury" arising out of: However, this exclusion does not apply to (1)War, including undeclared or civil war;Paragraphs a.(1),(2)and (3)of the definition of (2)Warlike action by a military force, including"personal injury".action in hindering or defending against anFor the purposes of this exclusion:actual or expected attack, by any (1)Creating and producing correspondence government, sovereign or other authority written in the conduct of your business,using military personnel or other agents; or bulletins, financial or annual reports, or (3)Insurrection, rebellion, revolution, usurpednewsletters about your goods, products or power, or action taken by governmentalservices will not be considered the authority in hindering or defending againstbusiness of publishing; and any of these. (2)The placing of frames, borders or links, or p. Unsolicited Communicationadvertising, for you or others anywhere on "Personal and advertising injury" arising out ofthe Internet will not, by itself, beconsidered any actual or alleged violation of any law thatthe business of advertising, "broadcasting"restricts or prohibits the sending, transmittingor publishing.or distributing of "unsolicited communication". k. Electronic Chatrooms Or Bulletin Boards q. Access Or Disclosure Of Confidential Or "Personal and advertising injury" arising out of Personal Information an electronic chatroom or bulletin board the "Personal and advertising injury" arising out ofinsured hosts or owns, or over which the any access to or disclosure of any person's orinsured exercises control.organization's confidential or personal l. Unauthorized Use Of Another's Name Or information. Product r. Asbestos "Personal and advertising injury" arising out of (1)"Personal and advertising injury" arising outthe unauthorized use of another's name or of the actual or alleged presence or actual,product in your e-mail address, domain name or alleged or threatened dispersal of asbestos,metatag, or any other similar tactics to mislead asbestos fibers or products containinganother's potential customers.asbestos, provided that the "personal and m. Pollution advertising injury" is caused or contributed to by the hazardous properties of asbestos."Personal and advertising injury" arising out of (2)"Personal and advertising injury" arising outthe actual, alleged or threatened discharge, of the actual or alleged presence or actual,dispersal, seepage, migration, release or alleged or threatened dispersal of any solid,escape of "pollutants" at any time. liquid, gaseous or thermal irritant orn. Pollution-Related contaminant, including smoke, vapors, Any loss, cost or expense arising out of any:soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or(1)Request, demand, order or statutory or "suit" which also alleges any "personal andregulatory requirement that any insured or advertising injury" described in Paragraphothers test for, monitor, clean up, remove, (1)above.contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects (3)Any loss, cost or expense arising out of of, "pollutants"; or any: (2)Claim or suit by or on behalf of any (a)Request, demand, order or statutory or governmental authority or any other person regulatory requirement that any insured or organization because of testing for,or others test for, monitor, clean up, monitoring, cleaning up, removing,remove, contain, treat, detoxify or containing, treating, detoxifying or neutralize, or in any way respond to, or Page8 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY assess the effects of, asbestos,(3)Because of your operations; asbestos fibers or products containing provided that:asbestos; or (a)The accident takes place in the "coverage(b)Claim or suit by or on behalf of any territory" and during the policy period;governmental authority or any other (b)The expenses are incurred and reported toperson or organization because of us within one year of the date of thetesting for, monitoring, cleaning up,accident; andremoving, containing, treating, detoxifying or neutralizing, or in any (c)The injured person submits to examination, way responding to, or assessing the at our expense, by physicians of our choice effects of, asbestos, asbestos fibers or as often as we reasonably require. products containing asbestos.b.We will make these payments regardless of s. Employment-Related Practices fault. These payments will not exceed the applicable limit of insurance. We will pay"Personal injury" to:reasonable expenses for:(1)A person arising out of any:(1)First aid administered at the time of an(a)Refusal to employ that person;accident; (b)Termination of that person's (2)Necessary medical, surgical, X-ray andemployment; or dental services, including prosthetic (c)Employment-related practice, policy,devices; and act or omission, such as coercion,(3)Necessary ambulance, hospital,demotion, evaluation, reassignment,professional nursing and funeral services.discipline, failure to promote or 2. Exclusionsadvance, harassment, humiliation, We will not pay expenses for "bodily injury":discrimination, libel, slander, violation of the person's right of privacy,a. Any Insured malicious prosecution or false arrest,To any insured, except "volunteer workers".detention or imprisonment applied to or b. Hired Persondirected at that person, regardless of whether such practice, policy, act or To a person hired to do work for or on behalf of omission occurs, is applied or is any insured or a tenant of any insured. committed before, during or after the c. Injury On Normally Occupied Premisestime of that person's employment; or To a person injured on that part of premises (2)The spouse, child, parent, brother or sister you own or rent that the person normallyof that person as a consequence of occupies."personal injury" to that person at whom d. Workers' Compensation And Similar Lawsany of the employment-related practices To a person, whether or not an "employee" ofdescribed in Paragraph (a),(b), or (c) any insured, if benefits for the "bodily injury" areabove is directed. payable or must be provided under a workers'This exclusion applies whether the insured may compensation or disability benefits law or abe liable as an employer or in any other capacity similar law.and to any obligation to share damages with or e. Athletics Activitiesrepay someone else who must pay damages because of the"personal injury".To a person injured while practicing, instructing or participating in any physical exercises orCOVERAGE C – MEDICAL PAYMENTS games, sports, or athletic contests.1. Insuring Agreement f. Products-Completed Operations Hazarda.We will pay medical expenses as described Included within the "products-completedbelow for "bodily injury" caused by an accident: operations hazard".(1)On premises you own or rent; g. Coverage A Exclusions(2)On ways next to premises you own or rent; or Excluded under Coverage A. CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page9 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS assumed by the insured in the same "insured contract";1.We will pay, with respect to any claim we d.The allegations in the "suit" and the informationinvestigate or settle, or any "suit" against an insured we know about the "occurrence" or offense arewe defend: such that no conflict appears to exist between a.All expenses we incur.the interests of the insured and the interests of the indemnitee;b.Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations e.The indemnitee and the insured ask us to arising out of the use of any vehicle to which conduct and control the defense of that the Bodily Injury Liability Coverage applies. We indemnitee against such "suit" and agree that do not have to furnish these bonds.we can assign the same counsel to defend the insured and the indemnitee; andc.The cost of bonds to release attachments, but f.The indemnitee:only for bond amounts within the applicable limit of insurance. We do not have to furnish these (1)Agrees in writing to:bonds.(a)Cooperate with us in the investigation, d.All reasonable expenses incurred by the settlement or defense of the"suit"; insured at our request to assist us in the (b)Immediately send us copies of anyinvestigation or defense of the claim or "suit",demands, notices, summonses or legalincluding actual loss of earnings up to $500 a papers received in connection with theday because of time off from work."suit"; e.All court costs taxed against the insured in the (c)Notify any other insurer whose "suit". However, these payments do not include coverage is available to the indemnitee; attorneys' fees or attorneys' expenses taxed and against the insured.(d)Cooperate with us with respect to f.Prejudgment interest awarded against the coordinating other applicable insurance insured on that part of the judgment we pay. If available to the indemnitee; and we make an offer to pay the applicable limit of (2)Provides us with written authorization to:insurance, we will not pay any prejudgment (a)Obtain records and other informationinterest based on that period of time after the related to the"suit"; andoffer. (b)Conduct and control the defense of theg.All interest on the full amount of any judgment indemnitee in such "suit".that accrues after entry of the judgment and So long as the above conditions are met, attorneys'before we have paid, offered to pay, or fees incurred by us in the defense of thatdeposited in court the part of the judgment that indemnitee, necessary litigation expenses incurredis within the applicable limit of insurance. by us and necessary litigation expenses incurred byThese payments will not reduce the limits of the indemnitee at our request will be paid asinsurance.Supplementary Payments. Notwithstanding the 2.If we defend an insured against a "suit" and an provisions of Paragraph 2.b.(2)of Section I –indemnitee of the insured is also named as a party Coverages – Coverage A – Bodily Injury Andto the "suit", we will defend that indemnitee if all of Property Damage Liability or Paragraph 2.e.ofthe following conditions are met:Section I – Coverages – Coverage B – Personal And Advertising Injury Liability, such payments willa.The "suit" against the indemnitee seeks not be deemed to be damages for "bodily injury",damages for which the insured has assumed "property damage" or "personal injury", and will notthe liability of the indemnitee in a contract or reduce the limits of insurance.agreement that is an "insured contract"; b.This insurance applies to such liability assumed Our obligation to defend an insured's indemnitee by the insured;and to pay for attorneys' fees and necessary litigation expenses as Supplementary Paymentsc.The obligation to defend, or the cost of the ends when:defense of, that indemnitee, has also been Page10 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY a.We have used up the applicable limit of workers" while performing duties insurance in the payment of judgments,related to the conduct of your settlements or medical expenses; or business; (b)To the spouse, child, parent, brother orb.The conditions set forth above, or the terms of sister of that co-"employee" orthe agreement described in Paragraph f.above, "volunteer worker" as a consequenceare no longer met. of Paragraph (1)(a)above;SECTION II – WHO IS AN INSURED (c)For which there is any obligation to1.If you are designated in the Declarations as:share damages with or repay someonea.An individual, you and your spouse are else who must pay damages becauseinsureds, but only with respect to the conduct of the injury described in Paragraphof a business of which you are the sole owner.(1)(a)or (b)above; or b.A partnership or joint venture, you are an (d)Arising out of his or her providing orinsured. Your members, your partners, and failing to provide professional healththeir spouses are also insureds, but only with care services.respect to the conduct of your business.Unless you are in the business orc.A limited liability company, you are an insured.occupation of providing professional healthYour members are also insureds, but only with care services, Paragraphs (1)(a),(b),(c)respect to the conduct of your business. Your and (d)above do not apply to "bodily injury"managers are insureds, but only with respect to arising out of providing or failing to providetheir duties as your managers.first aid or "Good Samaritan services" by d.An organization other than a partnership, joint any of your "employees" or "volunteer venture or limited liability company, you are an workers", other than an employed or insured. Your "executive officers" and directors volunteer doctor. Any such "employees" or are insureds, but only with respect to their "volunteer workers" providing or failing to duties as your officers or directors. Your provide first aid or "Good Samaritan stockholders are also insureds, but only with services" during their work hours for you respect to their liability as stockholders.will be deemed to be acting within the scope of their employment by you ore.A trust, you are an insured. Your trustees are performing duties related to the conduct ofalso insureds, but only with respect to their your business.duties as trustees. (2)"Property damage" to property:2.Each of the following is also an insured: (a)Owned, occupied or used by;a.Your "volunteer workers" only while performing (b)Rented to, in the care, custody orduties related to the conduct of your business, control of, or over which physicalor your "employees", other than either your control is being exercised for any"executive officers" (if you are an organization purpose by;other than a partnership, joint venture or limited liability company) or your managers (if you are a you, any of your "employees", "volunteerlimited liability company), but only for acts workers", any partner or member (if you arewithin the scope of their employment by you or a partnership or joint venture), or anywhile performing duties related to the conduct member (if you are a limited liabilityof your business. However, none of these company)."employees" or "volunteer workers" are b.Any person (other than your "employee" orinsureds for:"volunteer worker"), or any organization, while (1)"Bodily injury" or "personal injury":acting as your real estate manager. (a)To you, to your partners or members (if c.Any person or organization having properyou are a partnership or joint venture),temporary custody of your property if you die,to your members (if you are a limited but only:liability company), to a co-"employee"(1)With respect to liability arising out of thewhile in the course of his or her maintenance or use of that property; andemployment or performing duties related to the conduct of your (2)Until your legal representative has been business, or to your other "volunteer appointed. CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page11 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY d.Your legal representative if you die, but only b.Arises out of the ownership, maintenance or with respect to duties as such. That use of that part of anypremises leased to you. representative will have all your rights and The insurance provided to such premises owner,duties under this Coverage Part.manager or lessor is subject to the following e.Any person or organization that, with your provisions: express or implied consent, either uses or is a.The limits of insurance provided to suchresponsible for the use of a watercraft that you premises owner, manager or lessor will be thedo not own that is:minimum limits that you agreed to provide in the (1)50 feet long or less; and written contract or agreement, or the limits shown in the Declarations, whichever are less.(2)Not being used to carry any person or property for a charge.b.The insurance provided to such premises owner, manager or lessor does not apply to:3.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability (1)Any "bodily injury" or "property damage" company, and of which you are the sole owner or in that occurs, or "personal and advertising which you maintain an ownership interest of more injury" caused by an offense that is than 50%, will qualify as a Named Insured if there is committed, after you cease to be a tenant in no other similar insurance available to that that premises; or organization. However:(2)Structural alterations, new construction or a.Coverage under this provision is afforded only demolition operations performed by or on until the 180th day after you acquire or form the behalf of such premises owner, manager or organization or the end of the policy period,lessor. whichever is earlier;5.Any person or organization that is an equipment b.Coverage A does not apply to "bodily injury" or lessor and that you have agreed in a written contract "property damage" that occurred before you or agreement to include as an additional insured on acquired or formed the organization; and this Coverage Part is an insured, but only with respect to liability for "bodily injury", "propertyc.Coverage B does not apply to "personal and damage", or "personal and advertising injury" that:advertising injury" arising out of an offense committed before you acquired or formed the a.Is "bodily injury" or "property damage" that organization.occurs, or is "personal and advertising injury" caused by an offense that is committed,For the purposes of Paragraph 1.of Section II –subsequent to the signing of that contract orWho Is An Insured, each such organization will be agreement; anddeemed to be designated in the Declarations as: b.Is caused, in whole or in part, by your acts or a.An organization, other than a partnership, joint omissions in the maintenance, operation or useventure or limited liability company; or of equipment leased to you by such equipment lessor.b.A trust; The insurance provided to such equipment lessor isas indicated in its name or the documents that subject to the following provisions:govern its structure. a.The limits of insurance provided to such4.Any person or organization that is a premises equipment lessor will be the minimum limits thatowner, manager or lessor and that you have agreed you agreed to provide in the written contract orin a written contract or agreement to include as an agreement, or the limits shown in theadditional insured on this Coverage Part is an Declarations, whichever are less.insured, but only with respect to liability for "bodily b.The insurance provided to such equipmentinjury", "property damage" or "personal and lessor does not apply to any "bodily injury" oradvertising injury" that:"property damage" that occurs, or "personal a.Is "bodily injury" or "property damage" that and advertising injury" caused by an offense that is committed, after the equipment leaseoccurs, or is "personal and advertising injury" expires.caused by an offense that is committed, subsequent to the signing of that contract or No person or organization is an insured with respect to agreement; and the conduct of any current or past partnership, joint Page12 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY venture or limited liability company that is not shown as a.The amount shown for the Damage To a Named Insured in the Declarations. This paragraph Premises Rented To You Limit in the does not apply to any such partnership, joint venture or Declarations of this Coverage Part; or limited liability company that otherwise qualifies as an b.$300,000 if no amount is shown for the insured under Section II – Who Is An Insured.Damage To Premises Rented To You Limit in the Declarations of this Coverage Part.SECTION III – LIMITS OF INSURANCE 7.Subject to Paragraph 5.above, the Medical1.The Limits of Insurance shown in the Declarations Expense Limit is the most we will pay underand the rules below fix the most we will pay Coverage C for all medical expenses because ofregardless of the number of:"bodily injury" sustained by any one person.a.Insureds;The Limits of Insurance of this Coverage Part apply b.Claims made or "suits" brought; or separately to each consecutive annual period and to any remaining period of less than 12 months, starting withc.Persons or organizations making claims or the beginning of the policy period shown in thebringing "suits". Declarations, unless the policy period is extended after2.The General Aggregate Limit is the most we will pay issuance for an additional period of less than 12for the sum of:months. In that case, the additional period will be a.Medical expenses under Coverage C;deemed part of the last preceding period for purposes of determining the Limits of Insurance.b.Damages under Coverage A, except damages because of "bodily injury" or "property damage"SECTION IV – COMMERCIAL GENERAL LIABILITY included in the "products-completed operations CONDITIONS hazard"; and 1. Bankruptcy c.Damages under Coverage B.Bankruptcy or insolvency of the insured or of the 3.The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligations Limit is the most we will pay under Coverage A for under this Coverage Part. damages because of "bodily injury" and "property 2. Duties In The Event Of Occurrence, Offense,damage" included in the "products-completed Claim Or Suitoperations hazard". a.You must see to it that we are notified as soon4.Subject to Paragraph 2.above, the Personal And as practicable of an "occurrence" or an offenseAdvertising Injury Limit is the most we will pay which may result in a claim. To the extentunder Coverage B for the sum of all damages possible, notice should include:because of all "personal injury" and "advertising (1)How, when and where the "occurrence" orinjury" sustained by any one person or organization. offense took place;5.Subject to Paragraph 2.or 3.above, whichever (2)The names and addresses of any injuredapplies, the Each Occurrence Limit is the most we persons and witnesses; andwill pay for the sum of: (3)The nature and location of any injury ora.Damages under Coverage A; and damage arising out of the "occurrence" orb.Medical expenses under Coverage C;offense. because of all "bodily injury" and "property damage"b.If a claim is made or "suit" is brought againstarising out of any one"occurrence".any insured, you must: For the purposes of determining the applicable (1)Immediately record the specifics of theEach Occurrence Limit, all related acts or claim or "suit" and the date received; andomissions committed in providing or failing to (2)Notify us as soon as practicable.provide first aid or "Good Samaritan services" to any one person will be deemed to be one You must see to it that we receive written notice "occurrence".of the claim or "suit" as soon as practicable. 6.Subject to Paragraph 5.above, the Damage To c.You and any other involved insured must: Premises Rented To You Limit is the most we will (1)Immediately send us copies of anypay under Coverage A for damages because of demands, notices, summonses or legal"premises damage" to any one premises. The papers received in connection with theDamage To Premises Rented To You Limit will be:claim or "suit"; CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page13 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2)Authorize us to obtain records and other (iii)An executive officer or director of information;any other organization; or (3)Cooperate with us in the investigation or (iv)A trustee of any trust; settlement of the claim or defense against that is your partner, joint venturethe"suit"; and member, manager or trustee; or (4)Assist us, upon our request, in the (b)Any employee authorized by suchenforcement of any right against any partnership, joint venture, limitedperson or organization which may be liable liability company, trust or otherto the insured because of injury or damage organization to give notice of anto which this insurance may also apply."occurrence" or offense. d.No insured will, except at that insured's own (3)Notice to us of such "occurrence" orcost, voluntarily make a payment, assume any offense will be deemed to be given as soonobligation, or incur any expense, other than for as practicable if it is given in good faith asfirst aid, without our consent.soon as practicable to your workers' compensation insurer. This applies only ife.The following provisions apply to Paragraph a. you subsequently give notice to us of theabove, but only for purposes of the insurance "occurrence" or offense as soon asprovided under this Coverage Part to you or any practicable after any of the personsinsured listed in Paragraph 1.or 2.of Section II described in Paragraph e.(1)or (2)above– Who Is An Insured: discovers that the "occurrence" or offense (1)Notice to us of such "occurrence" or may result in sums to which the insurance offense must be given as soon as provided under this Coverage Part may practicable only after the "occurrence" or apply. offense is known to you (if you are an However, if this policy includes an endorsementindividual), any of your partners or that provides limited coverage for "bodily injury"members who is an individual (if you are a or "property damage" or pollution costs arisingpartnership or joint venture), any of your out of a discharge, release or escape ofmanagers who is an individual (if you are a "pollutants" which contains a requirement thatlimited liability company), any of your the discharge, release or escape of "pollutants""executive officers" or directors (if you are must be reported to us within a specific numberan organization other than a partnership,of days after its abrupt commencement, thisjoint venture, or limited liability company),Paragraph e.does not affect that requirement.any of your trustees who is an individual (if 3. Legal Action Against Usyou are a trust) or any "employee" No person or organization has a right under thisauthorized by you to give notice of an Coverage Part:"occurrence" or offense. a.To join us as a party or otherwise bring us into(2)If you are a partnership, joint venture,a "suit" asking for damages from an insured; orlimited liability company or trust, and none b.To sue us on this Coverage Part unless all ofof your partners, joint venture members, its terms have been fully complied with.managers or trustees are individuals, notice to us of such "occurrence" or offense must A person or organization may sue us to recover on be given as soon as practicable only after an agreed settlement or on a final judgment against the"occurrence" or offense is known by:an insured; but we will not be liable for damages that are not payable under the terms of this(a)Any individual who is:Coverage Part or that are in excess of the (i)A partner or member of any applicable limit of insurance. An agreed settlement partnership or joint venture;means a settlement and release of liability signed by us, the insured, and the claimant or the claimant's(ii)A manager of any limited liability legal representative.company; Page14 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii)That is insurance for "premises damage";If valid and collectible other insurance is available to (iii)If the loss arises out of thethe insured for a loss we cover under Coverages A maintenance or use of aircraft,or B of this Coverage Part, our obligations are "autos" or watercraft to the extentlimited as described in Paragraphs a.and b.below. not subject to any exclusion in thisAs used anywhere in this Coverage Part, other Coverage Part that applies toinsurance means insurance, or the funding of aircraft, "autos" or watercraft;losses, that is provided by, through or on behalf of: (iv)That is insurance available to a(i)Another insurance company;premises owner, manager or (ii)Us or any of our affiliated insurance companies,lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4.of Section II – Occurrence Limit provision of Paragraph 5.of Who Is An Insured, except when Section III – Limits Of Insurance or the Non Paragraph d.below applies; or cumulation of Personal and Advertising Injury (v)That is insurance available to anLimit provision of Paragraph 4.of Section III –equipment lessor that qualifies asLimits of Insurance applies because the an insured under Paragraph 5.ofAmendment – Non Cumulation Of Each Section II – Who Is An Insured,Occurrence Limit Of Liability And Non except when Paragraph d.belowCumulation Of Personal And Advertising Injury applies.Limit endorsement is included in this policy; (b)Any of the other insurance, whether(iii)Any risk retention group; or primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance.additional insured, or is any other insured that does not qualify as aOther insurance does not include umbrella named insured, under such otherinsurance, or excess insurance, that was bought insurance.specifically to apply in excess of the Limits of (2)When this insurance is excess, we willInsurance shown in the Declarations of this have no duty under Coverages A or B toCoverage Part. defend the insured against any "suit" if anyAs used anywhere in this Coverage Part, other other insurer has a duty to defend theinsurer means a provider of other insurance. As insured against that "suit". If no otherused in Paragraph c.below, insurer means a insurer defends, we will undertake to do so,provider of insurance.but we will be entitled to the insured's rights against all those other insurers.a. Primary Insurance (3)When this insurance is excess over otherThis insurance is primary except when insurance, we will pay only our share of theParagraphb.below applies. If this insurance is amount of the loss, if any, that exceeds theprimary, our obligations are not affected unless sumof:any of the other insurance is also primary. (a)The total amount that all such otherThen, we will share with all that other insurance insurance would pay for the loss in theby the method described in Paragraph c.below, absence of this insurance; andexcept when Paragraph d.below applies. (b)The total of all deductible and self-b. Excess Insurance insured amounts under all that other (1)This insurance is excess over:insurance. (4)We will share the remaining loss, if any,(a)Any of the other insurance, whether with any other insurance that is notprimary, excess, contingent or on any described in this Excess Insuranceother basis: provision and was not bought specifically to(i)That is Fire, Extended Coverage,apply in excess of the Limits of InsuranceBuilder's Risk, Installation Risk or shown in the Declarations of this Coveragesimilar coverage for "your work";Part. CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page15 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a.The statements in the Declarations are accurate and complete;If all of the other insurance permits contribution by equal shares, we will follow this method also.b.Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c.We have issued this policy in reliance uponlimit of insurance or none of the loss remains,your representations.whichever comes first.The unintentional omission of, or unintentional errorIf any of the other insurance does not permit in, any information provided by you which we reliedcontribution by equal shares, we will contribute upon in issuing this policy will not prejudice yourby limits. Under this method, each insurer's rights under this insurance. However, this provisionshare is based on the ratio of its applicable limit does not affect our right to collect additionalof insurance to the total applicable limits of premium or to exercise our rights of cancellation orinsurance of all insurers.nonrenewalin accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, andagreement that the insurance afforded to an any rights or duties specifically assigned in thisinsured under this Coverage Part must apply on Coverage Part to the first Named Insured, thisa primary basis, or a primary and non-insurance applies:contributory basis, this insurance is primary to a.As if each Named Insured were the onlyother insurance that is available to such insured Named Insured; andwhich covers such insured as a named insured, b.Separately to each insured against whom claimand we will not share with that other insurance, is made or "suit" is brought.provided that: 8. Transfer Of Rights Of Recovery Against Others(1)The "bodily injury" or "property damage" for To Uswhich coverage is sought occurs; and If the insured has rights to recover all or part of any(2)The "personal and advertising injury" for payment we have made under this Coverage Part,which coverage is sought is caused by an those rights are transferred to us. The insured mustoffense that is committed;do nothing after loss to impair them. At our request,subsequent to the signing of that contract or the insured will bring "suit" or transfer those rightsagreement by you.to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a.We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we willPart in accordance with our rules and rates.mail or deliver to the first Named Insured shown in b.Premium shown in this Coverage Part as the Declarations written notice of the nonrenewaladvance premium is a deposit premium only. At not less than 30 days before the expiration date.the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficientthe earned premium for that period and send proof of notice.notice to the first Named Insured. The due date SECTION V – DEFINITIONSfor audit and retrospective premiums is the date shown as the due date on the bill. If the sum of 1."Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured.supporters. For the purposes of this definition: c.The first Named Insured must keep records of a.Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request.b.Regarding websites, only that part of a website 6. Representations that is about your goods, products or services for the purposes of attracting customers orBy accepting this policy, you agree: supporters is considered an advertisement. Page16 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 2."Advertising injury":b.In, by or with any other electronic means of communication, such as the Internet, if thata.Means injury caused by one or more of the material is part of:following offenses: (1)Radio or television programming being(1)Oral or written publication, including transmitted;publication by electronic means, of material in your "advertisement" that slanders or (2)Other entertainment, educational,libels a person or organization or instructional, music or news programmingdisparages a person's or organization's being transmitted; orgoods, products or services, provided that the claim is made or the"suit" is brought by (3)Advertising transmitted with any of such a person or organization that claims to have programming. been slandered or libeled, or that claims to 6."Coverage territory" means:have had its goods, products or services disparaged;a.The United States of America (including its territories and possessions), Puerto Rico and(2)Oral or written publication, including Canada;publication by electronic means, of material in your "advertisement" that:b.International waters or airspace, but only if the (a)Appropriates a person's name, voice,injury or damage occurs in the course of travel photograph or likeness; or or transportation between any places included in Paragraph a.above; or(b)Unreasonably places a person in a false light; or c.All other parts of the world if the injury or damage arises out of:(3)Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the (1)Goods or products made or sold by you in claim is made or the "suit" is brought by a the territory described in Paragraph a. person or organization that claims above; ownership of such copyright, "title" or (2)The activities of a person whose home is in"slogan".the territory described in Paragraph a. b.Includes "bodily injury" caused by one or more above, but is away for a short time on yourof the offenses described in Paragraph a.business; orabove.(3)"Personal and advertising injury" offenses3."Auto" means:that take place through the Internet or a.A land motor vehicle, trailer or semitrailer similar electronic means of communication; designed for travel on public roads, including provided the insured's responsibility to payany attached machinery or equipment; or damages is determined in a "suit" on the merits in b.Any other land vehicle that is subject to a the territory described in Paragraph a.above, or in a compulsory or financial responsibility law, or settlement we agree to. other motor vehicle insurance law, where it is 7."Electronic data" means information, facts orlicensed or principally garaged.programs stored as or on, created or used on, orHowever, "auto" does not include "mobile transmitted to or from computer software (includingequipment".systems and applications software), hard or floppy 4."Bodily injury" means:disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which area.Physical harm, including sickness or disease, used with electronically controlled equipment.sustained by a person; or b.Mental anguish, injury or illness, or emotional 8."Employee" includes a "leased worker". "Employee" distress, resulting at any time from such does not include a "temporary worker". physical harm, sickness or disease.9."Executive officer" means a person holding any of 5."Broadcasting" means transmitting any audio or the officer positions created by your charter, visual material for any purpose:constitution, bylaws or any other similar governing document.a.By radio or television; or CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page17 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 10."Good Samaritan services" means any emergency tracks, roadbeds, tunnel, underpass or medical services for which no compensation is crossing; demanded or received.(2)That indemnifies an architect, engineer or 11."Hostile fire" means a fire which becomes surveyor for injury or damage arising out of: uncontrollable or breaks out from where it was (a)Preparing, approving, or failing tointended to be.prepare or approve, maps, shop 12."Impaired property" means tangible property, other drawings, opinions, reports, surveys, than "your product" or "your work", that cannot be field orders, change orders or drawings used or is less useful because:and specifications; or a.It incorporates "your product" or "your work"(b)Giving directions or instructions, or that is known or thought to be defective,failing to give them, if that is the deficient, inadequate or dangerous; or primary cause of the injury or damage; orb.You have failed to fulfill the terms of a contract (3)Under which the insured, if an architect,or agreement; engineer or surveyor, assumes liability forif such property can be restored to use by the an injury or damage arising out of therepair, replacement, adjustment or removal of "your insured's rendering or failure to renderproduct" or "your work" or your fulfilling the terms of professional services, including those listedthe contract or agreement.in Paragraph (2)above and supervisory, 13."Insured contract" means:inspection, architectural or engineering activities.a.A contract for a lease of premises. However, that portion of the contract for a lease of 14."Leased worker" means a person leased to you by a premises that indemnifies any person or labor leasing firm under an agreement between you organization for "premises damage" is not an and the labor leasing firm, to perform duties related "insured contract";to the conduct of your business. "Leased worker" does not include a "temporary worker".b.A sidetrack agreement; 15."Loading or unloading" means the handling ofc.Any easement or license agreement, except in property:connection with construction or demolition operations on or within 50 feet of a railroad;a.After it is moved from the place where it is accepted for movement into or onto an aircraft,d.An obligation, as required by ordinance, to watercraft or "auto";indemnify a municipality, except in connection with work for a municipality;b.While it is in or on an aircraft, watercraft or "auto"; ore.An elevator maintenance agreement; c.While it is being moved from an aircraft,f.That part of any other contract or agreement watercraft or "auto" to the place where it ispertaining to your business (including an finally delivered;indemnification of a municipality in connection with work performed for a municipality) under but "loading or unloading" does not include the which you assume the tort liability of another movement of property by means of a mechanical party to pay for "bodily injury", "property device, other than a hand truck, that is not attached damage" or "personal injury" to a third person to the aircraft, watercraft or "auto". or organization. Tort liability means a liability 16."Mobile equipment" means any of the followingthat would be imposed by law in the absence of types of land vehicles, including any attachedany contract or agreement.machinery or equipment: Paragraph f.does not include that part of any a.Bulldozers, farm machinery, forklifts and othercontract or agreement:vehicles designed for use principally off public (1)That indemnifies a railroad for "bodily roads; injury" or "property damage" arising out of b.Vehicles maintained for use solely on or next toconstruction or demolition operations,premises you own or rent;within 50 feet of any railroad property and c.Vehicles that travel on crawler treads;affecting any railroad bridge or trestle, Page18 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY d.Vehicles, whether self-propelled or not,b.An act or omission committed in providing or maintained primarily to provide mobility to failing to provide first aid or "Good Samaritan permanently mounted:services" to a person, unless you are in the business or occupation of providing(1)Power cranes, shovels, loaders, diggers or professional health care services.drills; or 18."Personal and advertising injury" means "personal(2)Road construction or resurfacing equipment such as graders, scrapers or injury" or "advertising injury". rollers;19."Personal injury": e.Vehicles not described in Paragraph a.,b.,c. a.Means injury, other than "advertising injury",or d.above that are not self-propelled and are caused by one or more of the followingmaintained primarily to provide mobility to offenses:permanently attached equipment of the following types:(1)False arrest, detention or imprisonment; (1)Air compressors, pumps and generators,(2)Malicious prosecution;including spraying, welding, building cleaning, geophysical exploration, lighting (3)The wrongful eviction from, wrongful entry and well servicing equipment; or into, or invasion of the right of private occupancy of a room, dwelling or premises(2)Cherry pickers and similar devices used to that a person occupies, provided that theraise or lower workers; wrongful eviction, wrongful entry or invasionf.Vehicles not described in Paragraph a.,b.,c.of the right of private occupancy isord.above maintained primarily for purposes committed by or on behalf of the owner,other than the transportation of persons or landlord or lessor of that room, dwelling orcargo.premises;However, self-propelled vehicles with the (4)Oral or written publication, includingfollowing types of permanently attached publication by electronic means, of materialequipment are not "mobile equipment" but will that slanders or libels a person orbe considered "autos": organization or disparages a person's or(1)Equipment designed primarily for:organization's goods, products or services, (a)Snow removal;provided that the claim is made or the "suit" is brought by a person or organization that(b)Road maintenance, but not construction or resurfacing; or claims to have been slandered or libeled, or that claims to have had its goods, products(c)Street cleaning;or services disparaged; or(2)Cherry pickers and similar devices (5)Oral or written publication, includingmounted on automobile or truck chassis publication by electronic means, of materialand used to raise or lower workers; and that:(3)Air compressors, pumps and generators, including spraying, welding, building (a)Appropriates a person's name, voice, cleaning, geophysical exploration, lighting photograph or likeness; or and well servicing equipment. (b)Unreasonably places a person in aHowever, "mobile equipment" does not include any false light.land vehicle that is subject to a compulsory or b.Includes "bodily injury" caused by one or morefinancial responsibility law, or other motor vehicle insurance law, where it is licensed or principally of the offenses described in Paragraph a. garaged. Such land vehicles are considered above. "autos".20."Pollutants" mean any solid, liquid, gaseous or 17."Occurrence" means:thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals anda.An accident, including continuous or repeated waste. Waste includes materials to be recycled,exposure to substantially the same general reconditioned or reclaimed.harmfulconditions; or CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page19 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 21."Premises damage" means:contract calls for work at more than onejob site.a.With respect to the first paragraph of the exceptions in Exclusion j.of Section I –(c)When that part of the work done at a Coverage A – Bodily Injury And Property job site has been put to its intended Damage Liability, "property damage" to any use by any person or organization other premises while rented to you for a period of than another contractor or seven or fewer consecutive days, including the subcontractor working on the same contents of such premises; or project. b.With respect to the exception to Exclusions c.Work that may need service, maintenance,through n.in the last paragraph of Paragraph 2.correction, repair or replacement, but whichof Section I – Coverage A – Bodily Injury And is otherwise complete, will be treated asProperty Damage Liability, "property damage" to completed.any premises while rented to you for a period of b.Does not include "bodily injury" or "propertymore than seven consecutive days, or while damage" arising out of:temporarily occupied by you with permission of the owner, caused by:(1)The transportation of property, unless the injury or damage arises out of a condition in(1)Fire;or on a vehicle not owned or operated by(2)Explosion;you, and that condition was created by the (3)Lightning;"loading or unloading" of that vehicle by any insured;(4)Smoke resulting from fire, explosion or lightning; or (2)The existence of tools, uninstalled equipment or abandoned or unused(5)Water.materials; orBut "premises damage" under this Paragraph (3)Products or operations for which theb.does not include "property damage" to any classification, listed in the Declarations orpremises caused by:in a policy Schedule, states that products-(1)Rupture, bursting, or operation of pressure completed operations are subject to therelief devices;General Aggregate Limit. (2)Rupture or bursting due to expansion or 23."Property damage" means:swelling of the contents of any building or a.Physical injury to tangible property, including allstructure caused by or resulting from water;resulting loss of use of that property. All suchorloss of use will be deemed to occur at the time of (3)Explosion of steam boilers, steam pipes,the physical injury that caused it; or steam engines or steam turbines.b.Loss of use of tangible property that is not physically injured. All such loss of use will be22."Products-completed operations hazard": deemed to occur at the time of the "occurrence"a.Includes all "bodily injury" and "property that caused it.damage" occurring away from premises you For the purposes of this insurance, "electronic data"own or rent and arising out of "your product" or is not tangible property."your work" except: 24."Slogan":(1)Products that are still in your physical a.Means a phrase that others use for the purposepossession; or of attracting attention in their advertising.(2)Work that has not yet been completed or b.Does not include a phrase used as, or in, theabandoned. However, "your work" will be name of:deemed completed at the earliest of the following times:(1)Any person or organization, other than you; or(a)When all of the work called for in your contract has been completed.(2)Any business, or any of the premises, goods, products, services or work, of any(b)When all of the work to be done at the person or organization, other than you.job site has been completed if your Page20 of 21 ú 2017 The Travelers Indemnity Company. All rights reserved.CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 25."Suit" means a civil proceeding in which damages (a)You; because of "bodily injury", "property damage" or (b)Others trading under your name; or"personal and advertising injury" to which this (c)A person or organization whoseinsurance applies are alleged. "Suit" includes:business or assets you have acquired; a.An arbitration proceeding in which such and damages are claimed and to which the insured (2)Containers (other than vehicles), materials,must submit or does submit with our consent;parts or equipment furnished in connectionorwith such goods or products. b.Any other alternative dispute resolution b.Includes:proceeding in which such damages are claimed (1)Warranties or representations made at anyand to which the insured submits with our time with respect to the fitness, quality,consent.durability, performance or use of "your 26."Temporary worker" means a person who is product"; andfurnished to you to substitute for a permanent (2)The providing of or failure to provide"employee" on leave or to meet seasonal or short-warnings or instructions.term workload conditions. c.Does not include vending machines or other27."Title" means a name of a literary or artistic work.property rented to or located for the use of 28."Unsolicited communication" means any others but not sold.communication, in any form, that the recipient of 31."Your work":such communication did not specifically request to a.Means:receive. (1)Work or operations performed by you or on29."Volunteer worker" means a person who is not your your behalf; and"employee", and who donates his or her work and acts at the direction of and within the scope of (2)Materials, parts or equipment furnished induties determined by you, and is not paid a fee,connection with such work or operations.salary or other compensation by you or anyone else b.Includes:for their work performed for you. (1)Warranties or representations made at any30."Your product":time with respect to the fitness, quality, a.Means:durability, performance or use of "your (1)Any goods or products, other than real work"; and property, manufactured, sold, handled,(2)The providing of or failure to providedistributed or disposed of by:warnings or instructions. CG T1 00 02 19 ú 2017 The Travelers Indemnity Company. All rights reserved.Page21 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. This page has been left blank intentionally. POLICY NUMBER: COMMERCIAL GENERAL LIABILITY ISSUE DATE: - - THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Project(s): EACH "PROJECT" FOR WHICH YOU HAVE AGREED, IN A WRITTEN CONTRACT WHICH IS IN EFFECT DURING THIS POLICY PERIOD, TO PROVIDE A SEPARATE GENERAL AGGREGATE LIMIT, PROVIDED THAT THE CONTRACT IS SIGNED AND EXECUTED BY YOU BEFORE THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS. A. For all sums which the insured becomes legally obligated to pay as damages caused by 'occur- rences" under COVERAGE A. (SECTION 1), and for all medical expenses caused by accidents un- der COVERAGE C (SECTION 1), which can be attributed only to operations at a single desig- nated "project' shown in the Schedule above: 1. A separate Designated Project General Ag- gregate Limit applies to each designated "pro- ject', and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations, unless separate Designated Project General Aggregate(s) are sched- uled above. 2. The Designated Project General Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A., except damages because of "bodily injury" or "prop- erty damage" included in the "products - completed operations hazard", and for medi- cal expenses under COVERAGE C, regard- less of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". Designated Project General Aggregate(s): GENERAL AGGREGATE LIMIT SHOWN ON THE DECLARATIONS 3. Any payments made under COVERAGE A. for damages or under COVERAGE C. for medical expenses shall reduce the Desig- nated Project General Aggregate Limit for that designated "project'. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they re- duce any other Designated Project General Aggregate Limit for any other designated "project" shown in the Schedule above. 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Project General Ag- gregate Limit. B. For all sums which the insured becomes legally obligated to pay as damages caused by 'occur- rences" under COVERAGE A. (SECTION 1), and for all medical expenses caused by accidents un- der COVERAGE C. (SECTION 1), which cannot be attributed only to operations at a single desig- nated "project' shown in the Schedule above: CG D2 11 01 04 Copyright, The Travelers Indemnity Company, 2004 Page 1 of 2 COMMERCIAL GENERAL LIABILITY 1. Any payments made under COVERAGE A. for damages or under COVERAGE C. for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -Completed Operations Ag- gregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Desig- nated Project General Aggregate Limit. C. Part 2. of SECTION III — LIMITS OF INSURANCE is deleted and replaced by the following: 2. The General Aggregate Limit is the most we will pay for the sum of: a. Damages under Coverage B; and b. Damages from 'occurrences" under COVERAGE A (SECTION 1) and for all medical expenses caused by accidents under COVERAGE C (SECTION 1) which cannot be attributed only to operations at a single designated "project' shown in the SCHEDULE above. D. When coverage for liability arising out of the "products -completed operations hazard" is pro- vided, any payments for damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard" will reduce the Products -Completed Operations Ag- gregate Limit, and not reduce the General Aggre- gate Limit nor the Designated Project General Aggregate Limit. E. For the purposes of this endorsement the Defini- tions Section is amended by the addition of the following definition: 'Project' means an area away from premises owned by or rented to you at which you are per- forming operations pursuant to a contract or agreement. For the purposes of determining the applicable aggregate limit of insurance, each "project' that includes premises involving the same or connecting lots, or premises whose con- nection is interrupted only by a street, roadway, waterway or right-of-way of a railroad shall be considered a single "project'. F. The provisions of SECTION III — LIMITS OF INSURANCE not otherwise modified by this en- dorsement shall continue to apply as stipulated. Page 2 of 2 Copyright, The Travelers Indemnity Company, 2004 CG D2 11 01 04 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT A. BROAD FORM NAMED INSURED B. BLANKET ADDITIONAL INSURED I. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSSF. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE – GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: C. EMPLOYEE HIRED AUTOAny organization you newly acquire or form dur- ing the policy period over which you maintain 50% or more ownership interest and that is not separately insured for Business Auto Coverage. Coverage under this provision is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. 1.The following is added to Paragraph A.1., Who Is An Insured, of SECTION II – COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness.B. BLANKET ADDITIONAL INSURED The following is added to Paragraph c. in A.1., Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: 2.The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV – BUSI- NESS AUTO CONDITIONS: b.For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which (1)Any covered "auto" you lease, hire, rent or borrow; and (2)Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO permission, while performing duties related to the conduct of your busi- ness. (a)With respect to any claim made or "suit" brought outside the United States of America, the territories and possessions of the United States of America, Puerto Rico and Canada:However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".(i)You must arrange to defend the "in- sured" against, and investigate or set- tle any such claim or "suit" and keep us advised of all proceedings and ac- tions. D. EMPLOYEES AS INSURED The following is added to Paragraph A.1.,Who Is An Insured, of SECTION II – COVERED AUTOS LIABILITY COVERAGE: (ii)Neither you nor any other involved "insured" will make any settlement without our consent. Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. (iii)We may, at our discretion, participate in defending the "insured" against, or in the settlement of, any claim or "suit". E. SUPPLEMENTARY PAYMENTS – INCREASED LIMITS 1.The following replaces Paragraph A.2.a.(2), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE: (iv)We will reimburse the "insured" for sums that the "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, that the "in- sured" pays with our consent, but only up to the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE. (2)Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2.The following replaces Paragraph A.2.a.(4), of SECTION II – COVERED AUTOS LIABIL- ITY COVERAGE: (v)We will reimburse the "insured" for the reasonable expenses incurred with our consent for your investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and included within the limit described in Para- graph C., Limits Of Insurance, of SECTION II – COVERED AUTOS LIABILITY COVERAGE, and not in addition to such limit. Our duty to make such payments ends when we have used up the applicable limit of insurance in payments for damages, settlements or defense expenses. (4)All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO – LIMITED WORLDWIDE COV- ERAGE – INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph B.7.,Policy Period, Coverage Territory, of SECTION IV – BUSINESS AUTO CONDI- TIONS: (5)Anywhere in the world, except any country or jurisdiction while any trade sanction, em- bargo, or similar regulation imposed by the United States of America applies to and pro- hibits the transaction of business with or within such country or jurisdiction, for Cov- ered Autos Liability Coverage for any covered "auto" that you lease, hire, rent or borrow without a driver for a period of 30 days or less and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households. (b)This insurance is excess over any valid and collectible other insurance available to the "insured" whether primary, excess, contingent or on any other basis. (c)This insurance is not a substitute for re- quired or compulsory insurance in any country outside the United States, its ter- ritories and possessions, Puerto Rico and Canada. Page 2 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved.CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO (2)In or on your covered "auto".You agree to maintain all required or compulsory insurance in any such coun- try up to the minimum limits required by local law. Your failure to comply with compulsory insurance requirements will not invalidate the coverage afforded by this policy, but we will only be liable to the same extent we would have been liable had you complied with the compulsory in- surance requirements. This coverage applies only in the event of a total theft of your covered "auto". No deductibles apply to this Personal Property coverage. K. AIRBAGS The following is added to Paragraph B.3.,Exclu- sions, of SECTION III – PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: (d)It is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responsibility for the furnishing of certificates of insurance, or for compliance in any way with the laws of other countries relating to insurance. a.If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b.The airbags are not covered under any war- ranty; andG. WAIVER OF DEDUCTIBLE – GLASS c.The airbags were not intentionally inflated.The following is added to Paragraph D.,Deducti- ble, of SECTION III – PHYSICAL DAMAGE COVERAGE: We will pay up to a maximum of $1,000 for any one "loss". No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following is added to Paragraph A.2.a., of SECTION IV – BUSINESS AUTO CONDITIONS:H. HIRED AUTO PHYSICAL DAMAGE – LOSS OF USE – INCREASED LIMIT Your duty to give us or our authorized representa- tive prompt notice of the "accident" or "loss" ap- plies only when the "accident" or "loss" is known to: The following replaces the last sentence of Para- graph A.4.b.,Loss Of Use Expenses, of SEC- TION III – PHYSICAL DAMAGE COVERAGE: (a)You (if you are an individual);However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one "accident". (b)A partner (if you are a partnership); (c)A member (if you are a limited liability com- pany);I. PHYSICAL DAMAGE – TRANSPORTATION EXPENSES – INCREASED LIMIT (d)An executive officer, director or insurance manager (if you are a corporation or other or- ganization); or The following replaces the first sentence in Para- graph A.4.a.,Transportation Expenses, of SECTION III – PHYSICAL DAMAGE COVER- AGE: (e)Any "employee" authorized by you to give no- tice of the "accident" or "loss". We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5.,Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV – BUSINESS AUTO CONDI- TIONS:J. PERSONAL PROPERTY 5. Transfer Of Rights Of Recovery Against Others To Us The following is added to Paragraph A.4.,Cover- age Extensions, of SECTION III – PHYSICAL DAMAGE COVERAGE:We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed and executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by Personal Property We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1)Owned by an "insured"; and CA T3 53 02 15 ú 2015 The Travelers Indemnity Company. All rights reserved.Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the person or organization designated in such contract. The unintentional omission of, or unintentional error in, any information given by you shall not prejudice your rights under this insurance. How- ever this provision does not affect our right to col- lect additional premium or exercise our right of cancellation or non-renewal. N. UNINTENTIONAL ERRORS OR OMISSIONS The following is added to Paragraph B.2.,Con- cealment, Misrepresentation, Or Fraud, of SECTION IV – BUSINESS AUTO CONDITIONS: Page 4 of 4 ú 2015 The Travelers Indemnity Company. All rights reserved.CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc. with its permission. UMBRELLA EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE PLEASE READ THE ENTIRE POLICY CAREFULLY. © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 Page 1 of 22 SECTION I – COVERAGES A.COVERAGE A – EXCESS FOLLOW-FORM LIABILITY 1.We will pay on behalf of the insured those sums, in excess of the "applicable underlying limit", that the insured becomes legally obligated to pay as damages to which Coverage A of this insurance applies, provided that the "underlying insurance" would apply to such damages but for the exhaustion of its applicable limits of insurance. If a sublimit is specified in any "underlying insurance", Coverage A of this insurance applies to damages that are in excess of that sublimit only if such sublimit is shown for that "underlying insurance" in the Schedule Of Underlying Insurance. 2.Coverage A of this insurance is subject to the same terms, conditions, agreements, exclusions and definitions as the "underlying insurance", except with respect to any THIS POLICY, IN PART, PROVIDES FOLLOW-FORM LIABILITY COVERAGE. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. COVERAGE WILL APPLY ON A DEFENSE-WITHIN-LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II – WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI – DEFINITIONS. provisions to the contrary contained in this insurance. 3.The amount we will pay for damages is limited as described in SECTION III – LIMITS OF INSURANCE. 4.For the purposes of Paragraph 1. above: a.The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance will be considered to be reduced or exhausted only by the following payments: (1)Payments of judgments or settlements for damages that are covered by that "underlying insurance". However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow-Form And Umbrella Liability Insurance, any such payments for damages that would not be covered by this Excess © 2016 The Travelers Indemnity Company. All rights reserved.Page 2 of 22 EU 00 01 07 16 UMBRELLA Follow-Form And Umbrella Liability Insurance because of its different policy period will not reduce or exhaust the applicable limit of insurance stated for such "underlying insurance"; (2)Payments of "medical expenses" that are covered by that "underlying insurance" and are incurred for "bodily injury" caused by an accident that takes place during the policy period of this Excess Follow-Form And Umbrella Liability Insurance; or (3)Payments of defense expenses that are covered by that "underlying insurance", only if such "underlying insurance" includes such payments within the limits of insurance. However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow-Form And Umbrella Liability Insurance, any such payments for defense expenses that would not be covered by this Excess Follow-Form And Umbrella Liability Insurance because of its different policy period will not reduce or exhaust the applicable limit of insurance stated for such "underlying insurance". If the applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance is actually reduced or exhausted by other payments, Coverage A of this insurance is not invalidated. However, in the event of a loss, we will pay only to the extent that we would have paid had such limit not been actually reduced or exhausted by such other payments. b.If any "underlying insurance" has a limit of insurance greater than the amount shown for that insurance in the Schedule of Underlying Insurance, this insurance will apply in excess of that greater amount. If any "underlying insurance" has a limit of insurance, prior to any reduction or exhaustion by payment of damages, "medical expenses" or defense expenses described in Paragraph a. above, that is less than the amount shown for that insurance in the Schedule Of Underlying Insurance, this insurance will apply in excess of the amount shown for such insurance in the Schedule Of Underlying Insurance. 5.When the "underlying insurance" applies on a claims-made basis and includes a retroactive date provision, the retroactive date for Coverage A of this insurance is the same as the retroactive date of that "underlying insurance". B. COVERAGE B – UMBRELLA LIABILITY 1.We will pay on behalf of the insured those sums in excess of the "self-insured retention" that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage", "personal injury" or "advertising injury" to which Coverage B of this insurance applies. 2.Coverage B of this insurance applies to "bodily injury" or "property damage" only if: a.The "bodily injury" or "property damage" is caused by an "occurrence" that takes place anywhere in the world; b.The "bodily injury" or "property damage" occurs during the policy period; and c.Prior to the policy period, no insured listed under Paragraph 1. in Paragraph B., COVERAGE B – UMBRELLA LIABILITY, of SECTION II – WHO IS AN INSURED and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, in whole or in part, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. 3.Coverage B of this insurance applies to "personal injury" or "advertising injury" caused by an offense arising out of your business, but only if the offense was committed during the policy period anywhere in the world. 4.The amount we will pay for damages is limited as described in SECTION III – LIMITS OF INSURANCE. 5. "Bodily injury" or "property damage": a.Which occurs during the policy period; and b.Which was not prior to, but was during, the policy period known to have occurred by any insured listed under Paragraph 1. in Paragraph B., COVERAGE B – © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 Page 3 of 22 UMBRELLAUMBRELLA UMBRELLA LIABILITY of SECTION II – WHO IS AN INSURED, or any "employee" authorized by you to give notice of an "occurrence" or claim; includes any continuation, change or resumption of the "bodily injury" or "property damage" after the end of the policy period. 6."Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. in Paragraph B., COVERAGE B – UMBRELLA LIABILITY, of SECTION II – WHO IS AN INSURED or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: a.Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; b.Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or c.Becomes aware by any other means that the "bodily injury" or "property damage" has occurred or has begun to occur. 7.Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". 8.Coverage B of this insurance does not apply to damages covered by any "underlying insurance" or that would have been covered by any "underlying insurance" but for the exhaustion of its applicable limit of insurance. C.COVERAGE C – CRISIS MANAGEMENT SERVICE EXPENSES 1.We will reimburse the insured, or pay on the insured's behalf, "crisis management service expenses" to which Coverage C applies. 2.Coverage C of this insurance applies to "crisis management service expenses" that: a.Arise out of a "crisis management event" that first commences during the policy period; b.Are incurred by the insured, after a "crisis management event" first commences and before such event ends; and c.Are submitted to us within 180 days after the "crisis management advisor" advises you that the "crisis management event" no longer exists. 3.A "crisis management event" will be deemed to: a.First commence at the time when any "executive officer" first becomes aware of an "event" or "occurrence" that leads to that "crisis management event"; and b.End when we decide that the crisis no longer exists or when the Crisis Management Service Expenses Limit has been exhausted, whichever occurs first. 4.The amount we will pay for "crisis management service expenses" is limited as described in SECTION III – LIMITS OF INSURANCE. 5.A "self-insured retention" does not apply to "crisis management service expenses". 6.Any payment of "crisis management service expenses" that we make will not be determinative of our obligations under this insurance with respect to any claim or "suit" or create any duty to defend or indemnify any insured for any claim or "suit". D.DEFENSE AND SUPPLEMENTARY PAYMENTS 1.We will have the right and duty to defend the insured: a.Under Coverage A, against a "suit" seeking damages to which such coverage applies, if: (1)The "applicable underlying limit" is the applicable limit of insurance stated for a policy of "underlying insurance" in the Schedule Of Underlying Insurance and such limit has been exhausted solely due to payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A – EXCESS FOLLOW-FORM LIABILITY of SECTION I – COVERAGES; or (2)The "applicable underlying limit" is the applicable limit of any "other insurance" and such limit has been exhausted by payments of judgments, settlements or medical expenses, or related costs or expenses (if such costs or expenses reduce such limits). For any "suit" for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the limits of insurance of this policy when such expenses are within the limits of insurance of the applicable "underlying insurance"; or b.Under Coverage B, against a "suit" seeking damages to which such coverage applies. © 2016 The Travelers Indemnity Company. All rights reserved.Page 4 of 22 EU 00 01 07 16 UMBRELLA 2.We have no duty to defend any insured against any "suit": a.Seeking damages to which this insurance does not apply; or b.If any other insurer has a duty to defend. 3.When we have the duty to defend, we may, at our discretion, investigate and settle any claim or "suit". In all other cases, we may, at our discretion, participate in the investigation, defense and settlement of any claim or "suit" for damages to which this insurance may apply. If we exercise such right to participate, all expenses we incur in doing so will not reduce the applicable limits of insurance. 4.Our duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements, or defense expenses if such expenses are within the limits of insurance of this policy. 5.We will pay, with respect to a claim we investigate or settle, or "suit" against an insured we defend: a.All expenses we incur. b.The cost of: (1)Bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which this insurance applies; or (2)Appeal bonds and bonds to release attachments; but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. c.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of such claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. d.All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. e.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. f.All interest that accrues on the full amount of any judgment after entry of the judgment and before we have paid, offered to pay or deposited in court the part of the judgment that is within the applicable limit of insurance. If we do not pay part of the judgment for any reason other than it is more than the applicable limit of insurance, we will not pay any interest that accrues on that portion of the judgment. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE A – EXCESS FOLLOW- FORM LIABILITY, these payments will not reduce the applicable limits of insurance, but only if the applicable "underlying insurance" provides for such payments in addition to its limits of insurance. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE B – UMBRELLA LIABILITY, these payments will not reduce the applicable limits of insurance. SECTION II – WHO IS AN INSURED A.COVERAGE A – EXCESS FOLLOW-FORM LIABILITY With respect to Coverage A, the following persons and organizations qualify as insureds: 1.The Named Insured shown in the Declarations; and 2.Any other person or organization qualifying as an insured in the "underlying insurance". If you have agreed to provide insurance for that person or organization in a written contract or agreement: a.The limits of insurance afforded to such person or organization will be: (1)The amount by which the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement exceed the total limits of insurance of all applicable "underlying insurance"; or (2)The limits of insurance of this policy; whichever is less; and b.Coverage under this policy does not apply to such person or organization if the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement are wholly within the total limits of insurance of all available applicable "underlying insurance". B.COVERAGE B – UMBRELLA LIABILITY With respect to Coverage B: 1.The Named Insured shown in the Declarations is an insured. 2.If you are: © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 Page 5 of 22 UMBRELLAUMBRELLA a.An individual, your spouse is also an insured, but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture, 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, your members are also insureds, but only with respect to the conduct of your business. Your managers are also insureds, but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company, your "officers" and directors are also 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, your trustees are also insureds, but only with respect to their duties as trustees. 3.Each of the following is also an insured: a.Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1)"Bodily injury" or "personal injury": (a)To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the spouse, child, parent, brother or sister of that co- "employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d)Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers" other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2)"Property damage" to property: (a)Owned, occupied or used by; or (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" or "volunteer workers", any of your partners or members (if you are a partnership or joint venture), or any of your members (if you are a limited liability company). b.Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. c.Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d.Your legal representative if you die, but only with respect to duties as such. That © 2016 The Travelers Indemnity Company. All rights reserved.Page 6 of 22 EU 00 01 07 16 UMBRELLA representative will have all your rights and duties under this insurance. 4.Any organization, other than a partnership, joint venture or limited liability company, of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, on the first day of the policy period is an insured and will qualify as a Named Insured. No such organization is an insured or will qualify as a Named Insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an offense committed after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such organization. 5.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, is an insured and will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b.Coverage for such organization does not apply to: (1)"Bodily injury" or "property damage" that occurred; or (2)"Personal injury" or "advertising injury" arising out of an offense committed; before you acquired or formed the organization. No person or organization is an insured or will qualify as a Named 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. This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Paragraph B. of SECTION II – WHO IS AN INSURED. C.COVERAGE C – CRISIS MANAGEMENT SERVICE EXPENSES With respect to Coverage C, the following persons and organizations are insureds and will qualify as Named Insureds: 1.The Named Insured shown in the Declarations. 2.Any organization, other than a partnership, joint venture or limited liability company, of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, on the first day of the policy period. No such organization is an insured or will qualify as a Named Insured for "crisis management service expenses" arising out of a "crisis management event" that first commences after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such organization. 3.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, if there is no other similar insurance available to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b.Coverage for such organization does not apply to "crisis management service expenses" arising out of a "crisis management event" that occurred before you acquired or formed the organization, even if an "executive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis management event" after the date you acquired or formed the organization. No person or organization is an insured or will qualify as a Named 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. SECTION III – LIMITS OF INSURANCE A.The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay for the amounts described below to which this insurance applies regardless of the number of: 1.Insureds; 2.Claims made or "suits" brought; 3.Number of vehicles involved; 4.Persons or organizations making claims or bringing "suits"; or 5.Coverages provided under this insurance. As indicated in Paragraph D.1. of SECTION I – COVERAGES, for any "suit" for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the UMBRELLA © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 Page 7 of 22 UMBRELLA limits of insurance of this policy when such expenses are within the limits of insurance of the applicable "underlying insurance". B.The General Aggregate Limit is the most we will pay for the sum of all: 1.Damages; and 2.Defense expenses if such expenses are within the limits of insurance of this policy; except: 1.Damages and defense expenses because of "bodily injury" or "property damage" included in the "auto hazard"; 2.Damages and defense expenses because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; or 3.Damages and defense expenses for which insurance is provided under any Aircraft Liability coverage included as "underlying insurance" to which no aggregate limit applies. C.The Products-Completed Operations Aggregate Limit is the most we will pay for the sum of all: 1.Damages; and 2.Defense expenses if such expenses are within the limits of insurance of this policy; because of "bodily injury" or "property damage" included in the "products-completed operations hazard". D.Subject to Paragraph B. or C. above, whichever applies, the Occurrence Limit is the most we will pay for the sum of all: 1.Damages, and defense expenses if such expenses are within the limits of insurance of this policy, under Coverage A arising out of any one "event" to which the "underlying insurance" applies a limit of insurance that is separate from any aggregate limit of insurance; and 2.Damages under Coverage B because of all "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any one "occurrence". For the purposes of determining the applicable Occurrence Limit, all related acts or omissions committed in the providing or failing to provide first aid or "Good Samaritan services" to any one person will be considered one "occurrence". E.The Crisis Management Service Expenses Limit is the most we will pay for the sum of all "crisis management service expenses" arising out of all "crisis management events". Payment of such "crisis management service expenses" is in addition to, and will not reduce, any other limit of insurance of this policy. F.The limits of insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations. 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 purposes of determining the limits of insurance. SECTION IV – EXCLUSIONS This insurance does not apply to: A.With respect to Coverage A and Coverage B: 1.Asbestos a.Damages arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the damages are caused or contributed to by the hazardous properties of asbestos. b.Damages arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any damages described in Paragraph a. above. c.Any loss, cost or expense arising out of any: (1)Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (2)Claim or "suit" by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. 2.Employment-Related Practices Damages because of injury to: a.A person arising out of any: (1)Refusal to employ that person; (2)Termination of that person's employment; or UMBRELLA © 2016 The Travelers Indemnity Company. All rights reserved.Page 8 of 22 EU 00 01 07 16 (3)Employment-related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment, applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or b.The spouse, child, parent, brother or sister of that person as a consequence of injury to that person as described in Paragraphs a.(1), (2) or (3) above. This exclusion applies: a.Whether the insured may be liable as an employer or in any other capacity; and b.To any obligation to share damages with or repay someone else who must pay damages because of the injury. 3.ERISA, COBRA And Similar Laws Any obligation of the insured under: a.The Employees Retirement Income Security Act Of 1974 (ERISA) or any of its amendments; b.The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or any of its amendments; or c.Any similar common or statutory law of any jurisdiction. 4.Medical Expenses Or Payments Any obligation of the insured under any "medical expenses" or medical payments coverage. 5.Nuclear Material Damages arising out of: a.The actual, alleged or threatened exposure of any person or property to; or b.The "hazardous properties" of; any "nuclear material". As used in this exclusion: a."Hazardous properties" includes radioactive, toxic or explosive properties; b."Nuclear material" means "source material", "special nuclear material" or "by-product material"; and c. "Source material", "special nuclear material" and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or any of its amendments. 6.Uninsured or Underinsured Motorists, No- Fault And Similar Laws Any liability imposed on the insured, or the insured's insurer, under any of the following laws: a.Uninsured motorists; b.Underinsured motorists; c.Auto no-fault or other first-party personal injury protection (PIP); d.Supplementary uninsured/underinsured motorists (New York); or e.Medical expense benefits and income loss benefits (Virginia). 7.War Damages arising out of: a.War, including undeclared or civil war; or b.Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c.Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 8.Workers Compensation And Similar Laws Any obligation of the insured under a workers compensation, disability benefits or unemployment compensation law or any similar law. B.With respect to Coverage B: 1.Expected Or Intended Bodily Injury Or Property Damage "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. 2.Contractual Liability "Bodily injury", "property damage", "personal injury" or "advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 Page 9 of 22 UMBRELLA 3.Liquor Liability "Bodily injury" or "property damage" for which any insured may be liable by reason of: a.Causing or contributing to the intoxication of any person, including causing or contributing to the intoxication of any person because alcoholic beverages were permitted to be brought on your premises for consumption on your premises; b.The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or c.Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. 4.Employers Liability "Bodily injury" to: a.An "employee" of the insured arising out of and in the course of: (1)Employment by the insured; or (2)Performing duties related to the conduct of the insured's business; or b.The spouse, child, parent, brother or sister of that "employee" as a consequence of "bodily injury" described in Paragraph a. above. This exclusion applies: a.Whether the insured may be liable as an employer or in any other capacity; and b.To any obligation to share damages with or repay someone else who must pay damages because of the "bodily injury". 5. Pollution a."Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants". b.Any loss, cost or expense arising out of any: (1)Request, demand, order or statutory or regulatory requirement that any insured or any other person or organization 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 any governmental authority or any other person or organization 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". 6.Aircraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of 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 that is owned or operated by or rented or loaned to any insured. 7.Auto "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any "auto". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any "auto". This exclusion does not apply to "bodily injury" or "property damage" caused by an "occurrence" that takes place outside of the United States of America (including its territories and possessions), Puerto Rico and Canada. 8.Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, UMBRELLA © 2016 The Travelers Indemnity Company. All rights reserved.Page 10 of 22 EU 00 01 07 16 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: a.While ashore on premises owned by or rented to any insured; or b.That is 50-feet long or less and that: (1)You own; or (2)You do not own and is not being used to carry any person or property for a charge. 9.Electronic Data Damages claimed for the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". 10.Damage To Property, Products Or Work "Property damage" to: a.Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person or organization, 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; b.Premises you sell, give away or abandon if the "property damage" arises out of any part of those premises; c.Property loaned to you; d.Personal property in the care, custody or control of the insured; e.That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations if the "property damage" arises out of those operations; f.That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it; g."Your product" arising out of "your product" or any part of it; or h."Your work" arising out of "your work" or any part of it and included in the "products-completed operations hazard". 11.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: a.A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or b.A delay or failure by you, or anyone acting on your behalf, to fulfill the terms of a contract or agreement. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. 12.Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: a."Your product"; b."Your work"; or c."Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. 13.Violation Of Consumer Financial Protection Laws "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of a "consumer financial protection law", or any other "bodily injury", "property damage", "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such violation. 14.Unsolicited Communication "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". 15.Access Or Disclosure Of Confidential Or Personal Information "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. UMBRELLA © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 Page 11 of 22 UMBRELLA 16.Knowing Violation Of Rights Of Another "Personal injury" or "advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal injury" or "advertising injury". 17.Material Published With Knowledge Of Falsity "Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. 18.Material Published Or Used Prior To Policy Period a."Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or b."Advertising injury" arising out of infringement of copyright, "title" or "slogan" in your "advertisement" whose first infringement in your "advertisement" was committed before the beginning of the policy period. 19.Criminal Acts "Personal injury" or "advertising injury" arising out of a criminal act committed by or at the direction of the insured. 20.Breach Of Contract "Personal injury" or "advertising injury" arising out of a breach of contract. 21.Quality Or Performance Of Goods – Failure To Conform To Statements "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". 22.Wrong Description Of Prices "Advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". 23.Intellectual Property "Personal injury" or "advertising injury" arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation: a. Copyright; b. Patent; c.Trade dress; d.Trade name; e.Trademark; f.Trade secret; or g.Other intellectual property rights or laws. This exclusion does not apply to: a."Advertising injury" arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or b.Any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". 24.Insureds In Media And Internet Type Business "Personal injury" or "advertising injury" arising out of an offense committed by an insured whose business is: a.Advertising, "broadcasting" or publishing; b.Designing or determining content of web- sites for others; or c.An Internet search, access, content or service provider. This exclusion does not apply to Paragraphs a.(1), (2) and (3) of the definition of "personal injury". For the purposes of this exclusion: a.Creating and producing correspondence written in the conduct of your business, bulletins, financial or annual reports, or newsletters about your goods, products or services will not be considered the business of publishing; and b.The placing of frames, borders or links, or advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "broadcasting" or publishing. 25.Electronic Chatrooms Or Bulletin Boards "Personal injury" or "advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or over which the insured exercises control. 26.Unauthorized Use Of Another's Name Or Product "Personal injury" or "advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. UMBRELLA © 2016 The Travelers Indemnity Company. All rights reserved.Page 12 of 22 EU 00 01 07 16 C.With respect to Coverage C: Newly Acquired, Controlled Or Formed Entities "Crisis management service expenses" arising out of a "crisis management event" that involves any organization you newly acquire or form and that occurred prior to the date you acquired or formed that organization, even if an "executive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis management event" after the date you acquired or formed such organization. SECTION V – CONDITIONS A.APPEALS 1.If the insured or the insured's "underlying insurer" elects not to appeal a judgment which exceeds the "applicable underlying limit" or "self-insured retention", we may do so. 2.If we appeal such a judgment, we will pay all costs of the appeal. These payments will not reduce the applicable limits of insurance. In no event will our liability exceed the applicable limit of insurance. B.BANKRUPTCY 1.Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this insurance. 2.In the event of bankruptcy or insolvency of any "underlying insurer", this insurance will not replace such bankrupt or insolvent "underlying insurer's" policy, and this insurance will apply as if such "underlying insurer" had not become bankrupt or insolvent. C.CANCELLATION 1.The first Named Insured shown in the Declarations may cancel this insurance by mailing or delivering to us advance written notice of cancellation. 2.We may cancel this insurance by mailing or delivering to such first Named Insured written notice of cancellation at least: a.10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b.60 days before the effective date of cancellation if we cancel for any other reason. 3.We will mail or deliver our notice to such first Named Insured's last mailing address known to us. 4.Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5.If this insurance is cancelled, we will send such first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If such first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6.If notice is mailed, proof of mailing will be sufficient proof of notice. D.CHANGES This policy contains all the agreements between you and us concerning the insurance afforded. No change can be made in the terms of this insurance except with our consent. The terms of this insurance can be amended or waived only by endorsement issued by us and made a part of this policy. E.CURRENCY Payments for damages or expenses described in Paragraph 5. of Paragraph D., DEFENSE AND SUPPLEMENTARY PAYMENTS, of SECTION I – COVERAGES will be in the currency of the United States of America. At our sole option, we may make these payments in a different currency. Any necessary currency conversion for such payments will be calculated based on the rate of exchange published in the Wall Street Journal immediately preceeding the date the payment is processed. F.DUTIES REGARDING AN EVENT, OCCURRENCE, CLAIM OR SUIT 1.You must see to it that we are notified as soon as practicable of an "event" or "occurrence" which may result in a claim under this insurance. To the extent possible, notice should include: a.How, when and where the "event" or "occurrence" took place; b.The names and addresses of any persons or organizations sustaining injury, damage or loss, and the names and addresses of any witnesses; and c.The nature and location of any injury or damage arising out of the "event" or "occurrence". 2.If a claim is made or "suit" is brought against any insured which may result in a claim under this insurance, you must see to it that we receive written notice of the claim or "suit" as soon as practicable. UMBRELLA © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 Page 13 of 22 3.With respect to Coverage A, the insured must: a.Cooperate with us in the investigation, settlement or defense of any claim or "suit"; b.Comply with the terms of the "underlying insurance"; and c.Pursue all rights of contribution or indemnity against any person or organization who may be liable to the insured because of the injury, damage or loss for which insurance is provided under this policy or any policy of "underlying insurance". 4.With respect to Coverage B, the insured must: a.Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; b.Authorize us to obtain necessary records and other information; c.Cooperate with us in the investigation, settlement or defense of any claim or "suit"; and d.Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which Coverage B may apply. 5.No insured will, except at that insured's own expense, voluntarily make a payment, assume any obligation, make any admission or incur any expense, other than for first aid for "bodily injury" covered by this insurance, without our consent. 6.Knowledge of an "event", "occurrence", claim or "suit" by your agent, servant or "employee" will not constitute knowledge by you, unless your insurance or risk manager, or anyone working in the capacity as your insurance or risk manager, or anyone you designate with the responsibility of reporting an "event", "occurrence", claim or "suit": a.Has received notice of such "event", "occurrence", claim or "suit" from such agent, servant or "employee"; or b.Otherwise has knowledge of such "event", "occurrence", claim or "suit". G.DUTIES REGARDING A CRISIS MANAGEMENT EVENT You must: 1.Notify us within 30 days of a "crisis management event" that may result in "crisis management service expenses". 2.Provide written notice of the "crisis management event" as soon as practicable. To the extent possible, notice should include: a.How, when and where that "crisis management event" took place; b.The names and addresses of any persons or organizations sustaining injury, damage or loss, and the named and addresses of any witnesses; c.The nature and location of any injury or damage arising out of that "crisis management event"; and d.The reason that "crisis management event" is likely to involve damages covered by this insurance in excess of the "applicable underlying limit" or "self- insured retention" and involve regional or national media coverage. H.EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit your books and records as they relate to this insurance: 1.At any time during the policy period; 2.Up to three years after the end of the policy period; and 3.Within one year after final settlement of all claims under this insurance. I.EXTENDED REPORTING PERIOD OPTION 1.When the "underlying insurance" applies on a claims-made basis, any automatic or basic "extended reporting period" in such "underlying insurance" will apply to this insurance. 2.When the "underlying insurance" applies on a claims-made basis and you elect to purchase an optional or supplemental "extended reporting period" in such "underlying insurance," that "extended reporting period" will apply to this insurance only if: a.A written request to purchase an Extended Reporting Period endorsement for this insurance is made by you and received by us within 90 days after the end of the policy period; © 2016 The Travelers Indemnity Company. All rights reserved.Page 14 of 22 EU 00 01 07 16 UMBRELLA b.You have paid all premiums due for this policy at the time you make such request; c.You promptly pay the additional premium we charge for the Extended Reporting Period endorsement for this insurance when due. We will determine that additional premium after we have received your request for the Extended Reporting Period endorsement for this insurance. That additional premium is not subject to any limitation stated in the "underlying insurance" on the amount or percentage of additional premium that may be charged for the "extended reporting period" in such "underlying insurance"; and d.That Extended Reporting Period endorsement is issued by us and made a part of this policy. 3.Any Extended Reporting Period endorsement for this insurance will not reinstate or increase the Limits of Insurance or extend the policy period. 4.Except with respect to any provisions to the contrary contained in Paragraphs 1., 2. or 3. above, all provisions of any option to purchase an "extended reporting period" granted to you in the "underlying insurance" apply to this insurance. J.INSPECTIONS AND SURVEYS 1.We have the right but are not obligated to: a.Make inspections and surveys at any time; b.Give you reports on the conditions we find; and c.Recommend changes. 2.Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that conditions: a.Are safe or healthful; or b.Comply with laws, regulations, codes or standards. K.LEGAL ACTION AGAINST US 1.No person or organization has a right under this insurance: 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 insurance unless all of its terms have been fully complied with. 2.A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured. We will not be liable for damages that: a.Are not payable under the terms of this insurance; or b.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. L.MAINTENANCE OF UNDERLYING INSURANCE 1.The insurance afforded by each policy of "underlying insurance" will be maintained for the full policy period of this Excess Follow- Form And Umbrella Liability Insurance. This provision does not apply to the reduction or exhaustion of the aggregate limit or limits of such "underlying insurance" solely by payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A – EXCESS FOLLOW-FORM LIABILITY of SECTION I – COVERAGES. As such policies expire, you will renew them at limits and with coverage at least equal to the expiring limits of insurance. If you fail to comply with the above requirements, Coverage A is not invalidated. However, in the event of a loss, we will pay only to the extent that we would have paid had you complied with the above requirements. 2.The first Named Insured shown in the Declarations must give us written notice of any change in the "underlying insurance" as respects: a.Coverage; b.Limits of insurance; c.Termination of any coverage; or d.Exhaustion of aggregate limits. 3.If you are unable to recover from any "underlying insurer" because you fail to comply with any term or condition of the "underlying insurance", Coverage A is not invalidated. However, we will pay for any loss only to the extent that we would have paid had you complied with that term or condition in that "underlying insurance". M.OTHER INSURANCE This insurance is excess over any valid and collectible "other insurance" whether such "other insurance" is stated to be primary, contributing, UMBRELLA © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 Page 15 of 22 UMBRELLA excess, contingent or otherwise. This provision does not apply to a policy bought specifically to apply as excess of this insurance. However, if you specifically agree in a written contract or agreement that the insurance provided to any person or organization that qualifies as an insured under this insurance must apply on a primary basis, or a primary and non-contributory basis, then insurance provided under Coverage A is subject to the following provisions: 1.This insurance will apply before any "other insurance" that is available to such additional insured which covers that person or organization as a named insured, and we will not share with that "other insurance", provided that the injury or damage for which coverage is sought is caused by an "event" that takes place or is committed subsequent to the signing of that contract or agreement by you. 2.This insurance is still excess over any valid and collectible "other insurance", whether primary, excess, contingent or otherwise, which covers that person or organization as an additional insured or as any other insured that does not qualify as a named insured. N.PREMIUM 1.The first Named Insured shown in the Declarations is responsible for the payment of all premiums and will be the payee for any return premiums. 2.If the premium is a flat charge, it is not subject to adjustment except as provided in Paragraph 4. below. 3.If the premium is other than a flat charge, it is an advance premium only. The earned premium will be computed at the end of the policy period, or at the end of each year of the policy period if the policy period is two years or longer, at the rate shown in the Declarations, subject to the Minimum Premium. 4.Additional premium may become payable when coverage is provided for additional insureds under the provisions of SECTION II – WHO IS AN INSURED. O.PREMIUM AUDIT The premium for this policy is the amount stated in Item 5. of the Declarations. The premium is a flat charge unless it is specified in the Declarations as adjustable. P.PROHIBITED COVERAGE – UNLICENSED INSURANCE 1.With respect to loss sustained by any insured in a country or jurisdiction in which we are not licensed to provide this insurance, this insurance does not apply to the extent that insuring such loss would violate the laws or regulations of such country or jurisdiction. 2.We do not assume responsibility for: a.The payment of any fine, fee, penalty or other charge that may be imposed on any person or organization in any country or jurisdiction because we are not licensed to provide insurance in such country or jurisdiction; or b.The furnishing of certificates or other evidence of insurance in any country or jurisdiction in which we are not licensed to provide insurance. Q.PROHIBITED COVERAGE – TRADE OR ECONOMIC SANCTIONS We will provide coverage for any loss, or otherwise will provide any benefit, only to the extent that providing such coverage or benefit does not expose us or any of our affiliated or parent companies to: 1.Any trade or economic sanction under any law or regulation of the United States of America; or 2.Any other applicable trade or economic sanction, prohibition or restriction. R.REPRESENTATIONS By accepting this insurance, you agree: 1.The statements in the Declarations and any subsequent notice relating to "underlying insurance" are accurate and complete; 2.Those statements are based upon representations you made to us; and 3.We have issued this insurance in reliance upon your representations. S.SEPARATION OF INSUREDS Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured shown in the Declarations, this insurance applies: 1.As if each Named Insured were the only Named Insured; and 2.Separately to each insured against whom claim is made or "suit" is brought. © 2016 The Travelers Indemnity Company. All rights reserved.Page 16 of 22 EU 00 01 07 16 UMBRELLA T.WAIVER OR TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 1.If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us and the insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us, and with respect to Coverage A, the "underlying insurer", enforce them. If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against that person or organization, but only for payments we make because of an "event" that takes place or is committed subsequent to the execution of that contract or agreement by such insured. 2.Reimbursement of any amount recovered will be made in the following order: a.First, to any person or organization (including us or the insured) who has paid any amount in excess of the applicable limit of insurance; b.Next, to us; and c.Then, to any person or organization (including the insured and with respect to Coverage A, the "underlying insurer") that is entitled to claim the remainder, if any. 3.Expenses incurred in the process of recovery will be divided among all persons or organizations receiving amounts recovered according to the ratio of their respective recoveries. U.TRANSFER OF YOUR RIGHTS AND DUTIES UNDER THIS INSURANCE 1.Your rights and duties under this insurance may not be transferred without our written consent except in the case of death of an individual Named Insured. 2.If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. V.UNINTENTIONAL OMISSION OR ERROR The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. W.WHEN LOSS IS PAYABLE If we are liable under this insurance, we will pay for injury, damage or loss after: 1.The insured's liability is established by: a.A court decision; or b.A written agreement between the claimant, the insured, any "underlying insurer" and us; and 2.The amount of the "applicable underlying limit" or "self-insured retention" is paid by or on behalf of the insured. SECTION VI – DEFINITIONS A.With respect to all coverages of this insurance: 1."Applicable underlying limit" means the sum of: a.The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance subject to the provisions in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A – EXCESS FOLLOW-FORM LIABILITY of SECTION I – COVERAGES; and b.The applicable limit of insurance of any "other insurance" that applies. The limits of insurance in any policy of "underlying insurance" will apply even if: a.The "underlying insurer" claims the insured failed to comply with any term or condition of the policy; or b.The "underlying insurer" becomes bankrupt or insolvent. 2."Auto hazard" means all "bodily injury" and "property damage" to which liability insurance afforded under an auto policy of "underlying insurance" would apply but for the exhaustion of its applicable limits of insurance. 3."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. 4."Event" means an "occurrence", offense, accident, act, error, omission, wrongful act or loss. © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 Page 17 of 22 UMBRELLAUMBRELLA 5."Extended reporting period" means any period of time, starting with the end of the policy period of your claims-made insurance, during which claims or "suits" may be first made, brought or reported for that insurance. 6."Medical expenses" means expenses to which any Medical Payments section of any policy of Commercial General Liability "underlying insurance" applies. 7."Other insurance" means insurance, or the funding of losses, that is provided by, through or on behalf of: a.Another insurance company; b.Us or any of our affiliated insurance companies; c.Any risk retention group; d.Any self-insurance method or program, in which case the insured will be deemed to be the provider of such insurance; or e.Any similar risk transfer or risk management method. "Other insurance" does not include: a.Any "underlying insurance"; or b.Any policy of insurance specifically purchased to be excess of the limits of insurance of this policy shown in the Declarations. 8."Products-completed operations hazard": a.Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a)When all the work called for in your contract has been completed; (b)When all the work to be done at the job site has been completed if your contract calls for work at more than one job site; or (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. 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 a policy of Commercial General Liability "underlying insurance" states that products-completed operations are subject to the General Aggregate Limit. 9."Suit" means a civil proceeding which alleges damages. "Suit" includes: a.An arbitration proceeding in which damages are claimed and to which the insured must submit or does submit with our consent; or b.Any other alternative dispute resolution proceeding to which the insured submits with our consent. 10."Underlying insurance": a.Means the policy or policies of insurance listed in the Schedule Of Underlying Insurance. b.Includes any renewal or replacement of such policies if such renewal or replacement is during the policy period of this Excess Follow-Form And Umbrella Liability Insurance. c.Does not include any part of the policy period of any of the policies described in Paragraphs a. or b. above that began before, or that continues after, the policy period of this Excess Follow-Form And Umbrella Liability Insurance. 11."Underlying insurer" means any insurer which provides a policy of insurance listed in the Schedule Of Underlying Insurance. UMBRELLA © 2016 The Travelers Indemnity Company. All rights reserved.Page 18 of 22 EU 00 01 07 16 UMBRELLA B.With respect to Coverage B and, to the extent that the following terms are not defined in the "underlying insurance", to Coverage A: 1."Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a.Notices that are published include material placed on the Internet or on similar electronic means of communication; and b.Regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2."Advertising injury": a. Means injury, other than "personal injury", caused by one or more of the following offenses: (1)Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2)Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a)Appropriates a person's name, voice, photograph or likeness; or (b)Unreasonably places a person in a false light; or (3) Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the claim is made or the "suit" is brought by a person or organization that claims ownership of such copyright, "title" or "slogan". b.Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 3."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". 4."Bodily injury" means: a.Physical harm, including sickness or disease, sustained by a person; or b.Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease. 5."Broadcasting" means transmitting any audio or visual material for any purpose: a.By radio or television; or b.In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1)Radio or television programming being transmitted; (2)Other entertainment, educational, instructional, music or news programming being transmitted; or (3)Advertising transmitted with any such programming. 6."Consumer financial identity information" means any of the following information for a person that is used or collected for the purpose of serving as a factor in establishing such person's eligibility for personal credit, insurance or employment or for the purpose of conducting a business transaction: a.Part or all of the account number, the expiration date or the balance of any credit, debit, bank or other financial account; b.Information bearing on a person's credit worthiness, credit standing or credit capacity; c.Social security number; d.Driver's license number; or e.Birth date. 7."Consumer financial protection law" means: a.The Fair Credit Reporting Act (FCRA) and any of its amendments, including the Fair and Accurate Credit Transactions Act (FACTA); UMBRELLA © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 Page 19 of 22 UMBRELLA b.California's Song-Beverly Credit Card Act and any of its amendments; or c.Any other law or regulation that restricts or prohibits the collection, dissemination, transmission, distribution or use of "consumer financial identity information". 8."Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9."Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. 10."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a.It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 11."Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 12."Loading or unloading" means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b.While it is in or on an aircraft, watercraft or "auto"; or c.While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 13."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a.Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads. b.Vehicles maintained for use solely on or next to premises you own or rent. c.Vehicles that travel on crawler treads. d.Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1)Power cranes, shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers. e.Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower workers. f.Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". UMBRELLA © 2016 The Travelers Indemnity Company. All rights reserved.Page 20 of 22 EU 00 01 07 16 14."Occurrence" means: a.With respect to "bodily injury" or "property damage": (1)An accident, including continuous or repeated exposure to substantially the same general harmful conditions, which results in "bodily injury" or "property damage". All "bodily injury" or "property damage" caused by such exposure to substantially the same general harmful conditions will be deemed to be caused by one "occurrence"; or (2)An act or omission committed in providing or failing to provide first aid or "Good Samaritan services" to a person by any of your "employees" or "volunteer workers" other than an employed or volunteer doctor, unless you are in the business or occupation of providing professional health care services; b.With respect to "personal injury", an offense arising out of your business that results in "personal injury". All "personal injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing "suits"; and c. With respect to "advertising injury", an offense committed in the course of advertising your goods, products and services that results in "advertising injury". All "advertising injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing "suits". 15."Officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 16."Personal injury": a.Means injury, other than "advertising injury", caused by one or more of the following offenses: (1)False arrest, detention or imprisonment; (2) Malicious prosecution; (3)The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4)Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; or (5)Oral or written publication, including publication by electronic means, of material that: (a)Appropriates a person's name, voice, photograph or likeness; or (b)Unreasonably places a person in a false light. b.Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 17."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. 18."Property damage" means: a.Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 19."Self-insured retention" is the greater of: a.The amount shown in the Declarations which the insured must first pay under Coverage B for damages because of all UMBRELLA © 2016 The Travelers Indemnity Company. All rights reserved.EU 00 01 07 16 Page 21 of 22 "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any one "occurrence"; or b.The applicable limit of insurance of any "other insurance" that applies. 20."Slogan": a.Means a phrase that others use for the purpose of attracting attention in their advertising. b.Does not include a phrase used as, or in, the name of: (1)Any person or organization other than you; or (2)Any business, or any of the premises, goods, products, services or work, of any person or organization other than you. 21."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 22."Title" means the name of a literary or artistic work. 23."Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 24."Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed by you. 25."Your product": a.Means: (1)Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 26."Your work": a.Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2)The providing of or failure to provide warnings or instructions. C.With respect to Coverage C: 1."Crisis management advisor" means any public relations firm or crisis management firm approved by us that is hired by you to perform "crisis management services" in connection with a "crisis management event". 2."Crisis management event" means an "event" or "occurrence" that your "executive officer" reasonably determines has resulted, or may result, in: a.Damages covered by this Coverage A or Coverage B that are in excess of the total applicable limits of the "underlying insurance" or "self-insured retention"; and b.Significant adverse regional or national media coverage. 3."Crisis management service expenses" means amounts incurred by you, after a "crisis management event" first commences and before such event ends: a.For the reasonable and necessary: (1)Fees and expenses of a "crisis management advisor" in the performance for you of "crisis management services" solely for a "crisis management event"; and UMBRELLA © 2016 The Travelers Indemnity Company. All rights reserved.Page 22 of 22 EU 00 01 07 16 (2) Costs for printing, advertising, mailing of materials or travel by your directors, officers, employees or agents or a "crisis management advisor" solely for a "crisis management event"; and b.For the following expenses resulting from such "crisis management event", provided that such expenses have been approved by us: (1)Medical expenses; (2)Funeral expenses; (3) Psychological counseling; (4)Travel expenses; (5)Temporary living expenses; (6)Expenses to secure the scene of a "crisis management event"; or (7)Any other expenses pre-approved by us. 4."Crisis management services" means those services performed by a "crisis management advisor" in advising you or minimizing potential harm to you from a "crisis management event" by maintaining or restoring public confidence in you. 5."Executive officer" means your: a.Chief Executive Officer; b.Chief Operating Officer; c.Chief Financial Officer; d.President; e.General Counsel; f.General partner (if you are a partnership); or g.Sole proprietor (if you are a sole proprietorship); or any person acting in the same capacity as any individual listed above.