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HomeMy WebLinkAboutCAG2023-038 - Original - Pete's Towing, Inc. - On-Call Towing & Impound Services As-Needed - 01/05/2023Ap p r o v a l Originator:Department: Date Sent:Date Required: Authorized to Sign: Director or Designee Date of Council Approval: Grant? Yes No Type: Re v i e w / Si g n a t u r e s / R o u t i n g Comments: 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? Yes No* Business License Verification: Yes In-Process Exempt (KCC 5.01.045) If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace. Notice required prior to disclosure? Yes 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. Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20 Budget Account Number: Budget? Yes No Dir Asst: Sup/Mgr: Dir/Dep: rev. 20210513 FOR CITY OF KENT OFFICIAL USE ONLY (Optional) * Memo to Mayor must be attached KENT POLICE I. GENERAL TERMS CONTRACT TO PROVIDE TOWING & IMPOUND SERVICES ON AN AS -NEEDED BASIS (name of towing company) ' (hereinafter "tow company"), has requested to be placed on the voluntary tow company rotation roster maintained by the City of Kent's police department (hereinafter "City"), and the tow company has been accepted to that roster, effective as of the last date signed below. However, tow company agrees that eligibility to remain on the towing roster is subject to the following conditions: A. Tow company agrees that, except as provided for in this Contract, the City has no legal duty to choose tow company to provide any towing and impound service, and the City's legal obligation to use tow company is limited to the terms in this Contract and the Kent Police Department Towing Protocols and Policies, which protocols and policies are hereby incorporated by this reference. B. By requesting appointment to the roster, tow company agrees that it wishes to be provided the opportunity perform law enforcement -related tows and impounds of vehicles as provided for by law, including Chapter 46.55 of the Revised Code of Washington ("RCW"). In consideration of being offered the opportunity to provide such services, tow company agrees to fully comply with the Kent Police Department Towing Protocols and Policies, as currently written or hereafter amended at the discretion of the City, and tow company understands that failure to comply with the Towing Protocols and Policies shall cause tow company to be removed from the tow roster. C. Tow company understands that the City's relationship with tow company under this Contract is not exclusive. Tow company will be placed on a roster of companies that are eligible to be used to provide law enforcement -related tows and impounds within the City of Kent. Tow company further agrees that it shall be used on a rotational basis, and that use of any specific company at any given time will be as provided for by the Kent Police Department Towing Protocols and Policies. D. In consideration of tow company's willingness to fully comply with the Kent Police Department Towing Protocols and Policies, the City agrees to only request tow and impound services from companies that are in good standing on the tow roster at the time the services are needed; provided, the City may request services from companies not on the roster if none of the eligible companies are available, according to the provisions of the Towing Protocols and Policies, in emergency situations, or when the owner or person with lawful possession of the vehicle at the time of contact by the Kent Police Department requests a particular tow company. E. Tow company understands and agrees that the Kent Police Department's Tow Officer shall determine whether tow company has complied with the Kent Police Department Towing Protocols and Policies, and violations of the Towing Protocols and Policies may result in tow company's removal from the tow roster and the City's termination of this Contract with tow company. Tow company further understands and agrees that any appeal of the decision of the Tow Officer shall be heard and decided by the Chief of the Kent Police Department. F. In addition, tow company understands and agrees that this Contract is subject Page I of 4 Contract for Towing and Impound Services Revised 09/2022 to immediate termination, and tow company may be removed immediately from the tow roster and a period of ineligibility for reappointment imposed for a period of 24 months, should the Tow Officer develop probable cause to believe tow company has engaged in criminal activity, deliberately overcharged any customer, repeatedly violated the Towing Protocols and Policies concerning stolen vehicles, intentionally misrepresented any material fact, failed to maintain current contact information for a controlling officer or manager, committed repeat violations within any 12-month period, or failed to comply with any licensing requirement of the City of Kent, the State of Washington, or the Washington State Patrol. G. In addition to the circumstances outlined in section (I)(F) above, tow company understands and agrees that this Contract may be terminated at will either by tow company or the Kent Police Department, without cause, by providing the other party with thirty (30) days' advance written notice. In addition, tow company agrees that nothing in this Contract shall prohibit the Kent Police Department from immediately removing tow company from the tow roster and terminating this Contract where, in the opinion of the Kent Police Department, continued use of the tow company would create a danger to the public health, safety, or welfare. II. INSURANCE, LIABILITY, AND INDEMNIFICATION A. Independent Contractor Relationship. By being placed on the tow roster, tow company and its owner and operators are performing services as provided for by Ch. 46.55 RCW and are not acting as agents for the City of Kent. Financial responsibility for tow company's services shall be as provided for by Ch. 46.55 RCW. The parties intend that an Independent Contractor/Employer Relationship be created by this Contract and agree that tow company has the ability to control and direct the performance and details of its work. B. Work Performed at Contractor's Risk. Tow company shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at tow company's own risk, and tow company shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. C. Insurance. Tow company shall procure and maintain for the duration of its inclusion on the Kent Police Department's towing company rotation roster insurance of the types and in the amounts set forth in the Kent Police Department's Towing Protocols and Policies, which is hereby incorporated by this reference. Attached and incorporated as Exhibit A are true and correct copies of tow company's Certificate of Insurance and endorsement evidencing such insurance coverage. D. Indemnification and Liability. 1. Tow company shall defend, indemnify, and hold the City of Kent, its employees, officials, agents, and volunteers harmless from any and all claims, injuries, damages, losses, or lawsuits, including all legal costs and attorney fees, arising out of or in connection with tow company's performance of this Contract, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of tow company's work when completed shall not be grounds to avoid any of these covenants of indemnification. This indemnification expressly applies to any claims, injuries, damages, losses, and lawsuits that arise due to any sale or other disposition tow company may make of any vehicle towed or impounded by tow company under this Contract and pursuant to the procedures provided for in Ch. 46.55 RCW. Page 2 of 4 Contract for Towing and Impound Services Revised 09/2022 2. Should a court of competent jurisdiction determine that this Contract is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of tow company and the City of Kent or its officers, officials, employees, agents and volunteers, tow company's liability hereunder shall be only to the extent of tow company's negligence. 3. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE TOW COMPANY'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. 4. The provisions of this section II(D) shall survive the expiration or termination of this Contract. III. OTHER TERMS A. Unlawful Discrimination Prohibited. In the hiring of employees for the performance of work under this Contract or any subcontract, tow company, its subcontractors, or any person acting on behalf of tow company 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 who is qualified and available to perform the work to which the employment relates. B. Compliance with Laws. Tow company agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to tow company's business, equipment, and personnel engaged in operations covered by this Contract or accruing out of the performance of those operations. C. Non -Waiver of Breach. The failure of the City of Kent in one or more instances to insist upon strict performance of any of the covenants and agreements contained in this Contract, or to exercise any option conferred by this Contract, shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and these covenants and agreements shall remain in full force and effect. D. Assignment. Any assignment of this Contract by either party without the written consent of the non -assigning party shall be void. If the non -assigning party gives its consent to an assignment, the terms of this Contract shall continue in full force and effect and no further assignment shall be made without additional written consent. E. Written Notice. All communications regarding this Contract shall be sent to the parties at the addresses listed on the signature page of this Contract, 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 notice shall be deemed sufficiently given if sent to the addressee at the address stated in this Contract or such other address as may be hereafter specified in writing. F. Modification. No waiver, alteration, or modification of any of the provisions of this Contract shall be binding unless in writing and signed by a duly authorized representative of the City of Kent and tow company. G. Entire Agreement. The written provisions and terms of this Contract, together Page 3 of 4 Contract for Towing and Impound Services Revised 09/2022 with any exhibits or documents incorporated by reference, shall supersede all prior verbal statements of any officer or other representative of the City 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 Contract. However, should any language in any of the incorporated documents or exhibits conflict with any language contained in this Contract, the terms of this Contract shall prevail. H. Resolution of Disputes and Governing Law. This Contract 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 Contract, 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 Contract, each party shall pay all legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award provided by law; provided, nothing in this paragraph shall be construed to limit the City of Kent's right to indemnification. I. Agreement to All Terms. By its signature below, tow company accepts the above -stated terms and conditions and agrees to abide by the same in consideration of being placed on the Kent Police Department's tow rotation roster. TOW COMPANY ���'E. 5 Towle ► � G _ [Insert Name of Tow Company] �reS1, df-n J,- [Print Name'and Title] -- 5- a o a 3 [Date Signed] CONTACT INFORMATION: a 16 y [Address] �C) Zox gg1?3 [Address Continued] ro)o Q8,1 Q� [Address Continued] ao(o- (9 0 [Phone Number] CaAq o) Pe,4er5enau),Coa, [Email] CITY OF KENT [Signatuee of ToWdfficer for City of Kent Police Department] Commander Joshua Bava [Print Name and Title] 1,)(a7/ov a [Date Signed] CONTACT INFORMATION: City of Kent Police Department [Address] 220 4th Ave. S. [Address Continued] Kent, WA 98032 [Address Continued] 253-856-5834 [Phone Number] JBava(cbKentWA.gov [Email] Page 4 of 4 Contract for Towing and Impound Services Revised 09/2022 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: 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) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER: $ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per 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 LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) 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 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.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 1/19/2023 (206) 842-9094 40312 Pete's Towing, Inc. PO Box 98783 Des Moines, WA 98198-0783 A 1,000,000 X CPP 1087282 5/1/2022 5/1/2023 100,000 5,000 1,000,000 2,000,000 2,000,000 WA STOP GAP 1,000,000 1,000,000A X CPP 1086015 5/1/2022 5/1/2023 ON-HOOK 1,000,000 1,000,000A X UMB 1022654 5/1/2022 5/1/2023 1,000,000 10,000 A Garagekeeper Primary CPP 1086015 5/1/2022 Each Accident 1,000,000 A MTC Legal Liability CPP 1087289 5/1/2022 5/1/2023 All Risks 100,000 Subject to policy conditions, endorsements & exclusions Workers Compensation provided by the State of Washington Dept. of Labor & Industries. L&I Account ID # 203,112-01 Garagekeepers Deductible: $5,000 Per Auto / $10,000 Max. Comp / $5,000 Ded Collision The City of Kent. See additional insured WNGL39, Primary/Non-contributory WNGL49, Auto additional insured form WNCA27, primary wording per CA0001. Umbrella liability following form #CU0001. City of Kent 220 Fourth Ave S Kent, WA 98032 PETENOR-01 PCARPINE Fournier249 Winslow Ave E Suite 300 Bainbridge Island, WA 98110 Paula Carpine paulac@fournierinsurance.com Pioneer Specialty Insurance Company 5/1/2023 X X X X X X X X X COMMERCIAL GENERAL LIABILITY WN GL 49 07 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU PRIMARY AND NONCONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured is amended to in- clude as an additional insured any person or or- ganization for whom you are performing opera- tions when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with re- spect to liability for "bodily injury", "property dam- age" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are com- pleted. However: 1. The insurance afforded to such additional in- sured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the in- surance afforded to such additional insured will not be broader than that which you are re- quired by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these ad- ditional insureds, the following additional exclusion applies: This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the ren- dering of, or the failure to render, any profes- sional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to pre- pare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifica- tions; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against an additional 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 dam- age", or the offense which caused the "person- al and advertising injury", involved the render- ing of or failure to render any professional services by you with respect to your providing engineering, architectural or surveying serv- ices in your capacity as an engineer, architect or surveyor. WN GL 49 07 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 2 2. "Bodily injury" or "property damage" occurring after: a. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than serv- ice, maintenance or repairs) to be per- formed by or on behalf of the additional in- sureds) at the location of the covered op- erations has been completed; or b. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or or- ganization other than another contractor or subcontractor engaged in performing oper- ations for a principal as a part of the same project. C. With respect to the insurance afforded to these ad- ditional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is re- quired by a contract or agreement, the most we will pay on behalf of the additional insured is: 1. The minimum amount required by the contract or agreement; or 2. The Limits of Insurance shown in the Declara- tions; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. D. The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek any contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. WN GL 49 07 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 2 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under Section I – Coverage A, and for all medical expenses caused by accidents under Section I – Coverage C, which can be attributed only to ongoing operations at a single designated construction project shown in the Schedule above: 1. A separate Designated Construction Project General Aggregate Limit applies to each des- ignated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, ex- cept damages because of "bodily injury" or "property damage" included in the "products- completed operations hazard", and for medi- cal expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 3. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the Designated Con- struction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Ag- gregate Limit shown in the Declarations nor shall they reduce any other Designated Con- struction Project General Aggregate Limit for any other designated construction 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 Decla- rations, such limits will be subject to the appli- cable Designated Construction Project Gen- eral Aggregate Limit. Page 2 of 2 © Insurance Services Office, Inc., 2008 CG 25 03 05 09 B. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under Section I – Coverage A, and for all medical expenses caused by accidents under Section I – Coverage C, which cannot be attrib- uted only to ongoing operations at a single des- ignated construction project shown in the Sched- ule above: 1. Any payments made under Coverage A for damages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products-completed Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Desig- nated Construction Project General Aggre- gate Limit. C. 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 Ag- gregate Limit nor the Designated Construction Project General Aggregate Limit. D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contract- ing parties deviate from plans, blueprints, de- signs, specifications or timetables, the project will still be deemed to be the same construction pro- ject. E. The provisions of Section III – Limits Of Insur- ance not otherwise modified by this endorsement shall continue to apply as stipulated. COMMERICAL GENERAL LIABILITY WN GL 39 08 18 COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT The Commercial General Liability Enhancement Endorsement is an optional endorsement that provides coverage enhancements. The following is a summary of broadened coverages provided by this endorsement. No coverage is provided by this summary, refer to following endorsement for changes in your policy. SUMMARY OF COVERAGES Bodily Injury And Property Damage Liability • Non Owned Watercraft Up To 50 Feet.............................................................. Property Damage Liability • Elevators........................................................................................................... • Fire, Lightning, Explosion Or Sprinkler Leakage Exception .............................. • Borrowed Equipment ($25,000 Per Occurrence, $50,000 Aggregate, $2,500 Deductible Per Occurrence................................................................ Supplementary Payments — Amended • Bail Bonds Up To$5,000.................................................................................. • Loss of Earnings Up To $500/Day................................................................... Who Is An Insured Amendments • Employee Bodily Injury To A Co-Employee....................................................... • Newly Formed Or Acquired Organizations For Up To 180 Days ....................... • Blanket Additional Insured — Vendors — As Required By Contract .................... • Blanket Additional Insured — Lessor Of Leased Equipment .............................. • Blanket Additional Insured — Managers Or Lessors Of Premises ...................... • Blanket Additional Insured — State Or Governmental Agency Or Subdivision Or Political Subdivision — Permits Or Authorizations ...................................... • Blanket Additional Insured — State Or Governmental Agency Or Subdivision Or Political Subdivision — Permits Or Authorizations Relating To Premises .. Damage To Premises Rented To You —$300,000....................................................... Medical Payments Increased Limit — $10,000 Or Amount Shown on Declarations ..... Conditions • Knowledge of Occurrence Offense Claim Or Suit Amended ,...................................... • Unintentional Failure To Disclose Hazards................................................................... • Waiver of Subrogation................................................................................................. Insured Contract Amended...................................................................................................... Personal And Advertising Injury Redefined • Televised, Videotaped Or Electronic Publication......................................................... 4 4 4 6 6 ....... 7 8 9 9 ..... 10 WN GL 39 08 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 10 COMMERCIAL GENERAL LIABILITY WN GL 39 08 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT This endorsement modifies the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. The SECTIONS of the Commercial General Liability Coverage Form identified in this endorsement will be amended as shown below. SECTION I — COVERAGES AMENDMENTS COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY A. Non Owned Aircraft Or Watercraft Item 2. Exclusions, Paragraph g. is replaced by the following: g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury' or "property damage" involved in the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 50 feet long; and (b) Not being used to carry persons or property for a charge; This Subparagraph (2) applies to any person, who with your expressed or implied consent, either uses or is responsible for the use of the watercraft; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; or (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f. (2) or f. (3) of the definition of "mobile equipment". B. Damage To Property Coverage Extensions Item 2. Exclusions, Paragraph j. is replaced by the following: j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; WN GL 39 08 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 10 (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) 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; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion or sprinkler leakage) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in SECTION III — LIMITS OF INSURANCE. However, the provisions of this paragraph do not apply if coverage for Damage To Premises Rented To You is excluded by endorsement. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (4) of this exclusion does not apply to "property damage" to borrowed equipment while not being used to perform operations at the jobsite. Subject to Paragraph 2. of SECTION III — LIMITS OF INSURANCE, the rules below fix the most we will pay for "property damage" under this provision: (1) $25,000 any one "occurrence", regardless of the number of persons or organizations who sustain damages because of that "occurrence"; (2) $50,000 annual aggregate; and (3) We will pay only for damages in excess of $2,500 as a result of any one "occurrence", regardless of the number of persons or organizations who sustain damages because of that "occurrence". We may, or if required by law, pay all or any part of any deductible amount, if applicable, to effect settlement of any claim or "suit". Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". The insurance provided for "property damage" from the use of elevators and for "property damage" to borrowed equipment is excess over any other valid and collectible property insurance (including any deductible portion thereof) available to the insured whether primary, excess, contingent or on any other basis. C. Damage To Premises Rented To You Item 2. Exclusions, the last paragraph is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Paragraph 6. of SECTION III — LIMITS OF INSURANCE. COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY D. Personal And Advertising Injury Item 2. Exclusions is amended by replacing Sub -paragraphs b. and c. with the following: b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written, televised, videotaped or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written, televised, videotaped or electronic publication, in any manner, of material whose first publication took place before the beginning of the policy period. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B E. Supplementary Payments — Coverages A and B Item 1. is amended by replacing Subparagraphs b. and d. with the following: b. Up to $5,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $500 a day because of time off from work. WN GL 39 08 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 10 SECTION II — WHO IS AN INSURED AMENDMENTS The following are added: A. Employee Bodily Injury To A Co -Employee C. Blanket Additional Insured — Vendors — As Paragraph 2. a. (1) is replaced by the following: Required By Contract However, none of these "employees" or "volunteer 1. Section II — Who Is An Insured is amended to workers" are insureds for "bodily injury' or "personal include as an additional insured any person(s) or and advertising injury": organization(s) (referred to throughout this endorsement as vendor) with whom you have (a) To you, to your partners or members (if you are agreed in a written contract, executed prior to a partnership or joint venture), to your members loss, to name as an additional insured, but only (if you are a limited liability company), to a with respect to "bodily injury" or "property co -"employee" while in the course of his or her damage" arising out of "your products" which employment or performing duties related to the are distributed or sold in the regular course of conduct of your business, or to your other the vendor's business. "volunteer workers" while performing duties related to the conduct of your business; However, (b) To the spouse, child, parent, brother or sister of a. The insurance afforded to such vendor only the co -"employee" or "volunteer worker' as a applies to the extent permitted by law; and consequence of Paragraph (1)(a) above; b. If coverage provided to the vendor is (c) For which there is any obligation to share required by a contract or agreement, the damages with or repay someone else who must insurance afforded to such vendor will not pay damages because of the injury described in be broader than that which you are required Paragraph (1)(a) or (b) above; or by the contract or agreement to provide for such vendor. (d) Arising out of his or her providing or failing to provide professional health care services. 2. With respect to the insurance afforded to these vendors, the following additional exclusions However, if a suit seeking damages for "bodily apply: injury" or "personal and advertising injury' to any co -"employee" or other "volunteer worker' arising out a. The insurance afforded the vendor does not of and in the course of the co -"employee's" or apply to: "volunteer worker's" employment or while performing (1) "Bodily injury" or "property damage" for duties related to the conduct of your business, or a which the vendor is obligated to pay suit seeking damages brought by the spouse, child, damages by reason of the assumption parent, brother or sister of the co -"employee" or "volunteer of liability in a contract or agreement. other worker", is brought against you or a This exclusion does not apply to liability co -"employee" or a "volunteer worker', we will for damages that the vendor would have reimburse the reasonable costs that you incur in in the absence of the contract or providing a defense to the co -"employee" or agreement; "volunteer worker' against such matters. Any reimbursement made pursuant to this sub -section (2) Any express warranty unauthorized by will be in addition to the limits of liability set forth in you; the Declarations. (3) Any physical or chemical change in the B. Newly Acquired Organizations product made intentionally by the vendor; Paragraph 3. a. is replaced by the following: (4) Repackaging, except when unpacked a. Coverage under this provision is afforded only g p y solely for the purpose of inspection, until the 1801" day after you acquire or form the demonstration, testing, or the organization or the end of the policy period, substitution of parts under instructions whichever is earlier; from the manufacturer, and then repackaged in the original container; WN GL 39 08 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 10 (5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (4) or (6); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 3. This Provision C. does not apply: a. To any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products; b. To any vendor for which coverage as an additional insured specifically is scheduled by endorsement; or c. When liability included within the "products -completed operations hazard" has been excluded for such product either by the provisions of the coverage part or by endorsement. 4. With respect to the insurance afforded to these vendors, the following is added to Section III — Limits Of Insurance: If coverage provided to the vendor is required by a contract or agreement, the most we will pay on behalf of the vendor is: a. The minimum amount required by the contract or agreement; or The Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. S. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against an additional insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury', involved the rendering of or failure to render any professional services by you with respect to your providing engineering, architectural or surveying services in your capacity as an engineer, architect or surveyor. WN GL 39 08 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 10 D. Blanket Additional Insured — Lessor Of Leased Equipment 1. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) from whom you lease equipment when you and such person(s) or organization(s) have agreed in writing in a contract or agreement, executed prior to loss, that such person(s) or organization(s) be added as an additional insured on your policy. Such person(s) or organization(s) is an insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). However, the insurance afforded to such additional insured: a. Only applies to the extent permitted by law; and b. Will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A person's or organization's status as an additional insured under this endorsement ends when their contract or agreement with you for such leased equipment ends. 2. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance : If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is: a. The minimum amount required by the contract or agreement; or b. The Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 4. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against an additional insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by you with respect to your providing engineering, architectural or surveying services in your capacity as an engineer, architect or surveyor. E. Blanket Additional Insured — Managers Or Lessors Of Premises 1. Section II — Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) with whom you have agreed in a written contract, executed prior to loss, to name as an additional insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you, subject to the following additional exclusions: This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises. b. Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. WN GL 39 08 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 10 However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance : If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is: a. The minimum amount required by the contract or agreement; or b. The Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against an additional insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by you with respect to your providing engineering, architectural or surveying services in your capacity as an engineer, architect or surveyor. F. Blanket Additional Insured — State Or Governmental Agency Or Subdivision Or Political Subdivision — Permits Or Authorizations Section II — Who Is An Insured is amended to include as an additional insured any state or governmental agency or subdivision or political subdivision with whom you have agreed in a written contract, executed prior to loss, to name as an additional insured, subject to the following provisions: 1. This insurance applies only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the federal government, state or municipality; or b. "Bodily injury" or "property damage" included within the "products -completed operations hazard". 3. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance : If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is: a. The minimum amount required by the contract or agreement; or b. The Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. WIN GL 39 08 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 10 4. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against an additional insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by you with respect to your providing engineering, architectural or surveying services in your capacity as an engineer, architect or surveyor. G. Blanket Additional Insured — State Or Governmental Agency Or Subdivision Or Political Subdivision — Permits Or Authorizations Relating To Premises Section II — Who Is An Insured is amended to include as an additional insured any state or governmental agency or subdivision or political subdivision with whom you have agreed in a written contract, executed prior to loss, to name as an additional insured, subject to the following provision: 1. This insurance applies only with respect to the following hazards for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: a. The existence, maintenance, repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or b. The construction, erection or removal of elevators; or c. The ownership, maintenance or use of any elevators covered by this insurance. However, a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 2. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance : If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is: a. The minimum amount required by the contract or agreement; or b. The Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 3. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. WN GL 39 08 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 10 This exclusion applies even if the claims against an additional insured allege SECTION IV — COMMERCIAL GENERAL LIABILITY negligence or other wrongdoing in the CONDITIONS AMENDMENTS supervision, hiring, employment, training or monitoring of others by that insured, if the A. Knowledge Of Occurrence "occurrence" which caused the "bodily Item 2. Duties In The Event Of Occurrence, injury" or "property damage", or the offense Offense, Claim or Suit is amended by adding the which caused the "personal and advertising following: injury", involved the rendering of or failure to render any professional services by you with e. You must give us or our authorized respect to your providing engineering, representative prompt notice of an "occurrence", architectural or surveying services in your claim or loss only when the "occurrence", claim capacity as an engineer, architect or or loss is known to: surveyor. (1) You, if you are an individual; (2) A partner, if you are a partnership; SECTION III — LIMITS OF INSURANCE AMENDMENTS (3) An executive officer or insurance manager, if you are a corporation; or A. Damage To Premises Rented To You (4) A member or manager, if you are a limited Paragraph 6. is replaced by the following: liability company. 6. Subject to Paragraph S. above, the most we will B. Other Insurance pay under Coverage A for damages because of Item 4. Other Insurance, b. Excess Insurance (1) property damage" to any one premises, while (a) (ii) is replaced by the following: rented to you, or in the case of damage by fire, lightning, explosion or sprinkler leakage, while (ii) That is fire, lightning, explosion or sprinkler rented to you or temporarily occupied by you leakage insurance for premises rented to you or with permission of the owner is the greater of: temporarily occupied by you with permission of the owner; a. $300,000; or C. Unintentional Failure To Disclose Hazards b. The amount shown next to the Damage To Premises Rented To You Limit in the Item 6. Representations is replaced by the Declarations. following: However, the provisions of this paragraph do not 6. Representations And Unintentional Failure apply if Damage To Premises Rented To You To Disclose Hazards Coverage is excluded by endorsement. a. By accepting this policy, you agree: B. Medical Expense Limit (1) The statements in the Declarations are Paragraph 7. is replaced with the following: accurate and complete; 7. Subject to Paragraph S. above, the most we will (2) Those statements are based upon pay under Coverage C for all medical expenses representations you made to us; and because of "bodily injury' sustained by any one (3) We have issued this policy in reliance person is the greater of: upon your representations. a. $10,000; or b. If you unintentionally fail to disclose any b. The amount shown next to the Medical hazards existing at the inception date of Expense Limit in the Declarations. your policy, we will not deny coverage under this Coverage Part because of such failure. This insurance does not apply if coverage for However, this provision does not affect our Medical Expenses is excluded either by the right to collect additional premium or provisions of the coverage part or by exercise our right of cancellation or endorsement. non -renewal. WN GL 39 08 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 10 D. Waiver of Subrogation Item 8. Transfer of Rights of Recovery Against Others to Us is hereby amended by the addition of the following: We waive any right of recovery we may have because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a written contract, executed prior to loss, requiring such waiver with that person or organization and included in the "products -completed operations hazard". However, our rights may only be waived prior to the "occurrence" giving rise to the injury or damage for which we make payment under this Coverage Part. The insured must do nothing after a loss to impair our rights. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce those rights. SECTION V — DEFINITIONS AMENDMENTS A. Insured Contract Amended Paragraph 9. a. is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; B. Personal And Advertising Injury Redefined Paragraph 14. d. and e. are replaced by the following: d. Oral, written, televised, videotaped or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or service; e. Oral, written, televised, videotaped or electronic publication of material that violates a person's right of privacy; WN GL 39 08 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 10 of 10 WN CA 27 06 16 WN CA 27 06 16 Includes copyrighted material of Insurance Services Office, with its permission Page 1 of 5 BUSINESS AUTO ENHANCEMENT ENDORSEMENT The Business Auto Enhancement Endorsement is an optional endorsement that provides coverage enhancements. The following is a summary of broadened coverages provided by this endorsement. No coverage is provided by this summary, refer to following endorsement for changes in your policy. SUMMARY OF COVERAGES PAGE Accidental Airbag Deployment Coverage 4 Auto Loan/Lease Gap Coverage 4 Blanket Additional Insured 2 Blanket Waiver of Subrogation 5 Broadened Definition of Insured includes: Newly Acquired Organizations for up to 180 Days 2 Employees as Insureds 2 Subsidiaries in Which You Own 50% or More 2 Deductible Waiver for Glass Repair 3 Employee Hired Auto 2, 5 Fellow Employee Coverage 3 Hired Auto Physical Damage Coverage 4 Knowledge of Accident, Claim, Suit or Loss 5 Loss Of Use Expenses - Amended 3 Personal Effects 3 Rental Reimbursement Coverage 4 Supplementary Payments - Amended: Bail Bonds up to $5,000 2 Loss of Earnings up to $500/Day 2 Transportation Expense Limits Amended 3 Unintentional Failure to Disclose Hazards 5 WN CA 27 06 16 WN CA 27 06 16 Includes copyrighted material of Insurance Services Office, with its permission Page 2 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BUSINESS AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies the insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. The SECTIONS of the Business Auto Coverage Form identified in this endorsement will be amended as shown below. SECTION II COVERED AUTOS LIABILITY COVERAGE AMENDMENTS A. Who Is An Insured SECTION II COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured is amended to add: d.Any legally incorporated subsidiary of yours in which you own more than 50% of the voting stock on the effective date of this coverage form. any other automobile liability policy, or would be policy but for termination of such policy or the exhaustion on e.Any organization which is newly acquired or formed by you and over which you maintain majority ownership. However, coverage under this provision: (1) is afforded only for the first 180 days after you acquire or form the organization or until the end of the policy period, whichever comes first; (2) occurred before you formed or acquired the organization; (3) does not apply to any newly acquired or formed organization that is a joint venture or partnership; and (4) other automobile liability policy, or would be r such a policy but for ter- mination of such policy or the exhaustion of f. borrow in your business or your personal affairs. g. name, with your permission, while performing duties related to the conduct of your business. B. Blanket Additional Insured SECTION ll COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, paragraph c. is amended to add the following: 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 period, to be named as an additional insured is an damages to which this insurance applies and only to the extent that persons or organization qualifies as contained in Section ll. C. Liability Coverage Extensions Supplementary Payments SECTION II COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments is amended by replacing subparagraphs (2) and (4) with the following: (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic law violations) required have to furnish these bonds. (4) All reasonable expenses incurred by the earnings up to $500 a day because of time off from work. WN CA 27 06 16 Includes copyrighted material of Insurance Services Office, with its permission Page 3 of 5 D. Fellow Employee Coverage SECTION II COVERED AUTOS LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee, the following is added: Co-Employee Lawsuit Defense Cost Reimbursement or while performing duties related to the conduct of your business, or a suit seeking damages brought by the spouse, child, parent, brother or sister of that reimburse reasonable costs that you incur in the defense of such matters. Any reimbursement made pursuant to this sub-section will be in addition to the limits of liability set forth in the Declarations. SECTION III PHYSICAL DAMAGE COVERAGE AMENDMENTS A. Transportation Expense Limits Amended SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Trans- portation Expenses is amended by replacing $20 per day/$600 maximum limit with $50 per day/$1000 maximum. B. Hired Auto Physical Damage Loss Of Use Expenses Limits Amended SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, b. Loss of Use Expenses is amended by replacing the $20 per day/$600 maximum limit with $50 per day/$750 maximum limit. C. Personal Effects Coverage SECTION lll PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions is amended by adding the following: c. Personal Effects effects, which are: (1) (2) This coverage applies only in the event of the total this coverage D. Glass Repair Deductible Waiver SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 3. Glass Breakage Hitting A Bird Or Animal Falling Objects Or Missiles, is amended by adding the following: No deductible will apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. E. Hired Auto Physical Damage SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage is amended by adding the following: 5. Hired Auto Physical Damage Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are pro- you own, then the Physical Damage Coverages kind and use, subject to the following: a. $50,000 or the actual cash value or cost to repair or replace, whichever is less, minus a deductible; b. The deductible will be equal to the largest deductible applicable t for that coverage. Any Comprehensive deducti by fire or lightening; c. Hired Auto Physical Damage coverage is excess over any other collectible insurance; and d. Subject to the above limit, deductible and excess provisions we will provide coverage equal to the broadest coverage applicable to If a limit for Hired Auto Physical Damage is indicated in the Declarations, then that limit replaces, and is not added to, the $50,000 limit indicated above. WN CA 27 06 16 Includes copyrighted material of Insurance Services Office, with its permission Page 4 of 5 F. Rental Reimbursement SECTION III PHYSICAL DAMAGE COVERAGE A. Coverage, is amended by adding the following: 6. Rental Reimbursement This coverage applies only the private passenger or light truck type as follows: a. We will pay for rental reimbursement expenses incurred by you for the rental of a - seng applies in addition to the otherwise applica- ble amount of each coverage you have on a covered private passenger or light truck type coverage. b. We will pay only for those expenses incurred during the policy period beginning 24 hours - lowing number of days: (1) The number of days reasonably re- quired to repair or replace the covered private passenger or light truck type number of days is added to the number of days it takes to locate the covered private passenger or light truck type (2) 30 days. c. Our payment is limited to the lesser of the following amounts: (1) Necessary and actual expenses incurred, or (2) $50 per day, up to a maximum of $1,000. d. This coverage does not apply while there are spare or reserve private passenger or available to you for your operations. e. light truck type, we will pay under this cover- age only that amount of your rental reim- bursement expenses which is not already provided for under SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions. For the purposes of this Rental Reimbursement coverage, light truck is defined as a truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as the maximum loaded weight the auto is designed to carry. G. Accidental Airbag Deployment Coverage SECTION III PHYSICAL DAMAGE COVERAGE, A. Coverage is amended by adding the following: 7. Accidental Airbag Deployment Coverage We will pay to reset or replace factory installed discharge, other than discharge due to a collision loss. This coverage is applicable only if comprehen- This coverage is excess over any other collecti- ble insurance or reimbursement by manufac- H. Auto Loan/Lease Gap Coverage SECTION III PHYSICAL DAMAGE COVERAGE, Item A., Coverage, is amended by adding the following: 8. Auto Loan/Lease Gap Coverage This c described or designated in the Schedule or in the Declarations as including physical damage coverage. Schedule or in the Declarations, we will pay any unpaid amount due on the lease or loan for a a. The amount paid under the Physical Damage Coverage Section on the policy; and b. Any: (1) Overdue lease/loan payments at the (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases. WN CA 27 06 16 Includes copyrighted material of Insurance Services Office, with its permission Page 5 of 5 SECTION IV BUSINESS AUTO CONDITIONS AMENDMENTS A. Duties In The Event Of Accident, Claim, Suit Or Loss Amended SECTION IV BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit Or Loss, a. is amended by adding the following: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An executive officer or insurance manager, if you are a corporation; or (4) A member or manager, if you are a limited liability company. But, this section does not amend the provisions relating to notification of police, protection or exami- nation of the property which was subject to the B. Blanket Waiver of Subrogation Section IV BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer of Rights of Recovery Against Others to Us, is amended by adding the following exception: However, we waive any right of recovery we may have against any person or organization to the extent required of you by a written contract signed operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. C. Unintentional Failure to Disclose Hazards SECTION IV BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepre- sentation Or Fraud, is amended by adding the following paragraph: If you unintentionally fail to disclose any hazards existing at the inception date of the policy, or during the policy period in connection with any additional hazards, we will not deny coverage under this Cov- erage Part because of such failure. D. Employee Hired Auto SECTION IV BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, paragraph b. is deleted and replace by the following: b. For Hired Auto Physical Damage Coverage, the you own: (1) borrow. (2) name, with your permission, while performing duties related to the conduct of your business. BUSINESS AUTO COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Dec- larations. The words "we", "us" and "our" refer to the company providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. COMMERCIAL AUTO CA 00 01 10 13 SECTION I — COVERED AUTOS Item Two of the Declarations shows the "autos" that are covered "autos" for each of your cov- erages. The following numerical symbols describe the "autos" that may be covered "autos". The symbols entered next to a coverage on the Dec- larations designate the only "autos" that are covered "autos". A. Description Of Covered Auto Designation Symbols Symbol Description Of Covered Auto Designation Symbols 1 Any "Auto" 2 Owned "Autos" Only those "autos" you own (and for Covered Autos Liability Coverage any Only "trailers" you don't own while attached to power units you own). This includes those "autos" you acquire ownership of after the policy begins. 3 Owned Private Only the private passenger "autos" you own. This includes those private Passenger passenger "autos" you acquire ownership of after the policy begins. "Autos" Only 4 Owned Only those "autos" you own that are not of the private passenger type (and "Autos" Other for Covered Autos Liability Coverage any "trailers" you don't own while Than Private attached to power units you own). This includes those "autos" not of the Passenger private passenger type you acquire ownership of after the policy begins. "Autos" Only 5 Owned "Autos" Only those "autos" you own that are required to have no-fault benefits in the Subject To state where they are licensed or principally garaged. This includes those No-fault "autos" you acquire ownership of after the policy begins provided they are required to have no-fault benefits in the state where they are licensed or principally garaged. 6 Owned "Autos" Only those "autos" you own that because of the law in the state where they Subject To A are licensed or principally garaged are required to have and cannot reject Compulsory Uninsured Motorists Coverage. This includes those "autos" you acquire Uninsured ownership of after the policy begins provided they are subject to the same Motorists Law state uninsured motorists requirement. 7 Specifically Only those "autos" described in Item Three of the Declarations for which a Described premium charge is shown (and for Covered Autos Liability Coverage any "Autos" "trailers" you don't own while attached to any power unit described in Item Three). 8 Hired "Autos" Only those "autos" you lease, hire, rent or borrow. This does not include any Only "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. 9 Non -owned Only those "autos" you do not own, lease, hire, rent or borrow that are used "Autos" Only in connection with your business. This includes "autos" owned by your "employees", partners (if you are a partnership), members (if you are a limited liability company) or members of their households but only while used in your business or your personal affairs. CA 00 01 10 13 ° Insurance Services Office, Inc., 2011 Page 1 of 12 19 Mobile Only those "autos" that are land vehicles and that would qualify under the Equipment definition of "mobile equipment" under this policy if they were not subject to a Subject To compulsory or financial responsibility law or other motor vehicle insurance law Compulsory Or where they are licensed or principally garaged. Financial Responsibility Or Other Motor Vehicle Insurance Law Only B. Owned Autos You Acquire After The Policy Begins 1. If Symbols 1, 2, 3, 4, 5, 6 or 19 are entered next to a coverage in Item Two of the Declarations, then you have coverage for "autos" that you acquire of the type described for the remainder of the policy period. 2. But, if Symbol 7 is entered next to a cov- erage in Item Two of the Declarations, an "auto" you acquire will be a covered "auto" for that coverage only if: a. We already cover all "autos" that you own for that coverage or it replaces an "auto" you previously owned that had that coverage; and b. You tell us within 30 days after you acquire it that you want us to cover it for that coverage. C. Certain Trailers, Mobile Equipment And Temporary Substitute Autos If Covered Autos Liability Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Covered Autos Liability Coverage: 1. "Trailers" with a load capacity of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipment" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used with the permission of its owner as a temporary substitute for a covered "auto" you own that is out of service because of its: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or e. Destruction. SECTION II — COVERED AUTOS LIABILITY COVERAGE A. Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of a covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of covered "autos". However, we will only pay for the "covered pollution cost or expense" if there is either "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident". We have the right and duty to defend any "insured" against a "suit" asking for such damages or a "covered pollution cost or ex- pense". However, we have no duty to defend any "insured" against a "suit" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or expense" to which this insurance does not apply. We may investigate and settle any claim or "suit" as we consider appropriate. Our duty to defend or settle ends when the Covered Autos Liability Coverage Limit of Insurance has been ex- hausted by payment of judgments or settle- ments. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto". b. Anyone else while using with your permission a covered "auto" you own, hire or borrow except: (1) The owner or anyone else from whom you hire or borrow a covered "auto". Page 2 of 12 ° Insurance Services Office, Inc., 2011 CA 00 01 10 13 This exception does not apply if the covered "auto" is a "trailer" con- nected to a covered "auto" you own. (2) Your "employee" if the covered "auto" is owned by that "em- ployee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, re- pairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employ- ees", partners (if you are a part- nership), members (if you are a limited liability company) or a lessee or borrower or any of their "em- ployees", while moving property to or from a covered "auto". (5) A partner (if you are a partnership) or a member (if you are a limited liability company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (2) Up to $2,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (3) The cost of bonds to release at- tachments in any "suit" against the "insured" we defend, but only for bond amounts within our Limit of Insurance. (4) All reasonable expenses incurred by the "insured" at our request, in- cluding actual loss of earnings up to $250 a day because of time off from work. (5) All court costs taxed against the "insured" in any "suit" against the "insured" we defend. However, these payments do not include attorneys' fees or attorneys' ex- penses taxed against the "insured". (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "suit" against the "insured" we defend, but our duty to pay interest ends when we have paid, offered to pay or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limit of Insurance. b. Out-of-state Coverage Extensions While a covered "auto" is away from the state where it is licensed, we will: (1) Increase the Limit of Insurance for Covered Autos Liability Coverage to meet the limits specified by a compulsory or financial responsi- bility law of the jurisdiction where the covered "auto" is being used. This extension does not apply to the limit or limits specified by any law governing motor carriers of passengers or property. (2) Provide the minimum amounts and types of other coverages, such as no-fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more than once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the following: 1. Expected Or Intended Injury "Bodily injury" or "property damage" ex- pected or intended from the standpoint of the "insured". 2. Contractual Liability assumed under any contract or agreement. But this exclusion does not apply to liability for damages: a. Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property dam- age" occurs subsequent to the execu- tion of the contract or agreement; or b. That the "insured" would have in the absence of the contract or agreement. CA 00 01 10 13 ° Insurance Services Office, Inc., 2011 Page 3 of 12 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, dis- ability benefits or unemployment compen- sation law or any similar law. 4. Employee Indemnification And Employer's 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 the duties related to the conduct of the "insured's" busi- ness; or b. The spouse, child, parent, brother or sister of that "employee" as a conse- quence of Paragraph a. above. This exclusion applies: (1) Whether the "insured" may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. But this exclusion does not apply to "bodily injury" to domestic "employees" not en- titled to workers' compensation benefits or to liability assumed by the "insured" under an "insured contract". For the purposes of the Coverage Form, a domestic "employee" is a person engaged in household or do- mestic work performed principally in connection with a residence premises. 5. Fellow Employee "Bodily injury" to: a. Any fellow "employee" of the "insured" arising out of and in the course of the fellow "employee's" employment or while performing duties related to the conduct of your business; or b. The spouse, child, parent, brother or sister of that fellow "employee" as a consequence of Paragraph a. above. 6. Care, Custody Or Control 7. Handling Of Property "Bodily injury" or "property damage" re- sulting from the handling of property: a. Before it is moved from the place where it is accepted by the "insured" for movement into or onto the covered "auto"; or b. After it is moved from the covered "auto" to the place where it is finally delivered by the "insured". 8. Movement Of Property By Mechanical Device "Bodily injury" or "property damage" re- sulting from the movement of property by a mechanical device (other than a hand truck) unless the device is attached to the cov- ered "auto". 9. Operations "Bodily injury" or "property damage" arising out of the operation of: a. Any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equipment"; or b. Machinery or equipment that is on, attached to or part of a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehi- cle insurance law where it is licensed or principally garaged. 10. Completed Operations "Bodily injury" or "property damage" arising out of your work after that work has been completed or abandoned. In this exclusion, your work means: a. Work or operations performed by you or on your behalf; and b. Materials, parts or equipment furnished in connection with such work or opera- tions. Your work includes warranties or repre- sentations made at any time with respect to the fitness, quality, durability or perfor- mance of any of the items included in Paragraph a. or b. above. "Property damage" to or "covered pollution Your work will be deemed completed at the cost or expense" involving property owned earliest of the following times: or transported by the "insured" or in the (1) When all of the work called for in "insured's" care, custody or control. But your contract has been completed; this exclusion does not apply to liability assumed under a sidetrack agreement. Page 4 of 12 ° Insurance Services Office, Inc., 2011 CA 00 01 10 13 (2) When all of the work to be done at the site has been completed if your contract calls for work at more than one site; or (3) When that part of the work done at a job site has been put to its in- tended use by any person or organization other than another contractor or subcontractor work- ing on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. 11. Pollution "Bodily injury" or "property damage" arising out of the actual, alleged or threat- ened discharge, dispersal, seepage, migra- tion, release or escape of "pollutants": a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled or handled for movement into, onto or from the covered "auto"; (2) Otherwise in the course of transit by or on behalf of the "insured"; or (3) Being stored, disposed of, treated or processed in or upon the cov- ered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally de- livered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts if: (1) The "pollutants" escape, seep, migrate or are discharged, dis- persed or released directly from an "auto" part designed by its manu- facturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property dam- age" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraphs 6.b. and 6.c. of the definition of "mobile equipment". Paragraphs b. and c. above of this exclusion do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pol- lutants" not in or upon a covered "auto" if: (a) The "pollutants" or any prop- erty in which the "pollutants" are contained are upset, over- turned or damaged as a result of the maintenance or use of a covered "auto"; and (b) The discharge, dispersal, seep- age, migration, release or es- cape of the "pollutants" is caused directly by such upset, overturn or damage. 12. War "Bodily injury" or "property damage" arising directly or indirectly out of: a. War, including undeclared or civil war; b. Warlike action by a military force, including action in hindering or de- fending against an actual or expected attack, by any government, sovereign or other authority using military person- nel or other agents; or c. Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 13. Racing Covered "autos" while used in any profes- sional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. This insurance also does not apply while that covered "auto" is being prepared for such a contest or activity. C. Limit Of Insurance Regardless of the number of covered "autos", "insureds", premiums paid, claims made or vehicles involved in the "accident", the most we will pay for the total of all damages and "covered pollution cost or expense" combined resulting from any one "accident" is the Limit Of Insurance for Covered Autos Liability Cov- erage shown in the Declarations. CA 00 01 10 13 ° Insurance Services Office, Inc., 2011 Page 5 of 12 All "bodily injury", "property damage" and b. "Loss" caused by hitting a bird or ani- "covered pollution cost or expense" resulting mal; and from continuous or repeated exposure to sub- c. "Loss" caused by falling objects or stantially the same conditions will be con- missiles. sidered as resulting from one "accident". However, you have the option of having No one will be entitled to receive duplicate glass breakage caused by a covered payments for the same elements of "loss" 11auto's" collision or overturn considered a under this Coverage Form and any Medical "loss" under Collision Coverage. Payments Coverage endorsement, Uninsured Motorists Coverage endorsement or Underin- 4. Coverage Extensions sured Motorists Coverage endorsement at- a. Transportation Expenses tached to this Coverage Part. We will pay up to $20 per day, to a SECTION III — PHYSICAL DAMAGE COVERAGE maximum of $600, for temporary A. Coverage transportation expense incurred by you because of the total theft of a covered 1. We will pay for "loss" to a covered "auto" " auto" of the private passenger type. or its equipment under: We will pay only for those covered a. Comprehensive Coverage "autos" for which you carry either From any cause except: Comprehensive or Specified Causes Of Loss Coverage. We will pay for tem- (1) The covered "auto's" collision with porary transportation expenses incurred another object; or during the period beginning 48 hours (2) The covered "auto's" overturn. after the theft and ending, regardless of b. Specified Causes Of Loss Coverage the policy's expiration, when the covered "auto" is returned to use or we Caused by: pay for its "loss". (1) Fire, lightning or explosion; b. Loss Of Use Expenses (2) Theft; For Hired Auto Physical Damage, we (3) Windstorm, hail or earthquake; will pay expenses for which an (4) Flood; "insured" becomes legally responsible to pay for loss of use of a vehicle (5) Mischief or vandalism; or rented or hired without a driver under a (6) The sinking, burning, collision or written rental contract or agreement. derailment of any conveyance We will pay for loss of use expenses if transporting the covered "auto". caused by: c. Collision Coverage (1) Other than collision only if the Declarations indicates that Compre- hensive Coverage is provided for (1) The covered "auto's" collision with any covered "auto"; another object; or (2) Specified Causes Of Loss only if (2) The covered "auto's" overturn. the Declarations indicates that 2. Towing Specified Causes Of Loss Coverage is provided for any covered "auto"; We will pay up to the limit shown in the or Declarations for towing and labor costs incurred each time a covered "auto" of the 13) Collision only if the Declarations private passenger type is disabled. indicates that Collision Coverage is However, the labor must be performed at provided for any covered "auto". the place of disablement. However, the most we will pay for any 3. Glass Breakage — Hitting A Bird Or Animal expenses for loss of use is $20 per — Falling Objects Or Missiles day, to a maximum of $600. If you carry Comprehensive Coverage for B. Exclusions the damaged covered "auto", we will pay 1. We will not pay for "loss" caused by or for the following under Comprehensive resulting from any of the following. Such Coverage: "loss" is excluded regardless of any other a. Glass breakage; cause or event that contributes con- currently or in any sequence to the "loss". Page 6 of 12 ° Insurance Services Office, Inc., 2011 CA 00 01 10 13 q 3. 4. a. Nuclear Hazard (1) The explosion of any weapon em- ploying atomic fission or fusion; or (2) Nuclear reaction or radiation, or radioactive contamination, however caused. b. War Or Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or de- fending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. We will not pay for "loss" to any covered "auto" while used in any professional or organized racing or demolition contest or stunting activity, or while practicing for such contest or activity. We will also not pay for "loss" to any covered "auto" while that covered "auto" is being prepared for such a contest or activity. We will not pay for "loss" due and con- fined to: a. Wear and tear, freezing, mechanical or electrical breakdown. b. Blowouts, punctures or other road damage to tires. This exclusion does not apply to such "loss" resulting from the total theft of a covered "auto". We will not pay for "loss" to any of the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment. b. Any device designed or used to detect speed -measuring equipment, such as radar or laser detectors, and any jamming apparatus intended to elude or disrupt speed -measuring equipment. c. Any electronic equipment, without regard to whether this equipment is permanently installed, that reproduces, receives or transmits audio, visual or data signals. d. Any accessories used with the elec- tronic equipment described in Para- graph c. above. 5. Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: a. Permanently installed in or upon the covered "auto"; b. Removable from a housing unit which is permanently installed in or upon the covered "auto"; c. An integral part of the same unit housing any electronic equipment de- scribed in Paragraphs a. and b. above; or d. Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. 6. We will not pay for "loss" to a covered "auto" due to "diminution in value". C. Limits Of Insurance 1. The most we will pay for: a. "Loss" to any one covered "auto" is the lesser of: (1) The actual cash value of the dam- aged or stolen property as of the time of the "loss"; or (2) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. b. All electronic equipment that repro- duces, receives or transmits audio, visual or data signals in any one "loss" is $1,000, if, at the time of "loss", such electronic equipment is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manu- facturer for the installation of such equipment; (2) Removable from a permanently in- stalled housing unit as described in Paragraph b.(1) above; or (3) An integral part of such equipment as described in Paragraphs b.(1) and b.(2) above. 2. An adjustment for depreciation and physi- cal condition will be made in determining actual cash value in the event of a total "loss". CA 00 01 10 13 ° Insurance Services Office, Inc., 2011 Page 7 of 12 3. If a repair or replacement results in better (2) Immediately send us copies of any than like kind or quality, we will not pay for request, demand, order, notice, the amount of the betterment. summons or legal paper received D. Deductible concerning the claim or "suit". For each covered "auto", our obligation to pay (3) Cooperate with us in the investi- for, repair, return or replace damaged or stolen gation or settlement of the claim or property will be reduced by the applicable defense against the "suit". deductible shown in the Declarations. Any (4) Authorize us to obtain medical Comprehensive Coverage deductible shown in records or other pertinent informa- the Declarations does not apply to "loss" tion. caused by fire or lightning. (5) Submit to examination, at our ex - SECTION IV — BUSINESS AUTO CONDITIONS pense, by physicians of our choice, The following conditions apply in addition to the as often as we reasonably require. Common Policy Conditions: c. If there is "loss" to a covered "auto" or A. Loss Conditions its equipment, you must also do the following: 1. Appraisal For Physical Damage Loss (1) Promptly notify the police if the If you and we disagree on the amount of covered "auto" or any of its "loss", either may demand an appraisal of equipment is stolen. the "loss". In this event, each party will select a competent appraiser. The two 121 Tale all reasonable steps to protect appraisers will select a competent and im- the covered "auto" from further partial umpire. The appraisers will state damage. Also keep a record of your separately the actual cash value and expenses for consideration in the amount of "loss". If they fail to agree, they settlement of the claim. will submit their differences to the umpire. (3) Permit us to inspect the covered A decision agreed to by any two will be "auto" and records proving the binding. Each party will: "loss" before its repair or disposi- a. Pay its chosen appraiser; and tion. b. Bear the other expenses of the ap- (4) Agree to examinations under oath praisal and umpire equally. at our request and give us a signed statement of your answers. If we submit to an appraisal, we will still retain our right to deny the claim. 3. Legal Action Against Us 2. Duties In The Event Of Accident, Claim, No one may bring a legal action against us Suit Or Loss under this Coverage Form until: We have no duty to provide coverage a. There has been full compliance with all under this policy unless there has been full the terms of this Coverage Form; and compliance with the following duties: b. Under Covered Autos Liability Cover - a. In the event of "accident", claim, "suit" age, we agree in writing that the or "loss", you must give us or our "insured" has an obligation to pay or authorized representative prompt notice until the amount of that obligation has of the "accident" or "loss". Include: finally been determined by judgment after trial. No one has the right under (1) How, when and where the "acci- this policy to bring us into an action to dent" or "loss" occurred; determine the "insured's" liability. (2) The "insured's" name and address; 4. Loss Payment — Physical Damage and Coverages (3) To the extent possible, the names At our option, we may: and addresses of any injured per- sons and witnesses. a. Pay for, repair or replace damaged or stolen property; b. Additional) y, you and any other in- volved "insured" must: b. Return the stolen property, at our expense. We will pay for any damage 11) Assume no obligation, make no g that results to the "auto" from the payment or incur no expense with- theft; or out our consent, except at the "in- sured's" own cost. Page 8 of 12 ° Insurance Services Office, Inc., 2011 CA 00 01 10 13 c. Take all or any part of the damaged or while a covered "auto" which is a stolen property at an agreed or ap- "trailer" is connected to another praised value. vehicle, the Covered Autos Liability If we pay for the "loss", our payment will Coverage this Coverage Form provides include the applicable sales tax for the for the "trailer" is: damaged or stolen property. (1) Excess while it is connected to a 5. Transfer Of Rights Of Recovery Against motor vehicle you do not own; or Others To Us (2) Primary while it is connected to a If any person or organization to or for covered "auto" you own. whom we make payment under this Cov- b. For Hired Auto Physical Damage erage Form has rights to recover damages Coverage, any covered "auto" you from another, those rights are transferred lease, hire, rent or borrow is deemed to to us. That person or organization must do be a covered "auto" you own. How - everything necessary to secure our rights ever, any "auto" that is leased, hired, and must do nothing after "accident" or rented or borrowed with a driver is not "loss" to impair them. a covered "auto". B. General Conditions c. Regardless of the provisions of Para- 1. Bankruptcy graph a. above, this Coverage Form's Covered Autos Liability Coverage is Bankruptcy or insolvency of the "insured" primary for any liability assumed under or the "insured's" estate will not relieve us an "insured contract". of any obligations under this Coverage Form. d. When this Coverage Form and any other Coverage Form or policy covers 2. Concealment, Misrepresentation Or Fraud on the same basis, either excess or This Coverage Form is void in any case of primary, we will pay only our share. fraud by you at any time as it relates to Our share is the proportion that the this Coverage Form. It is also void if you or Limit of Insurance of our Coverage any other "insured", at any time, inten- Form bears to the total of the limits of tionally conceals or misrepresents a ma- all the Coverage Forms and policies terial fact concerning: covering on the same basis. a. This Coverage Form; 6. Premium Audit b. The covered "auto"; a. The estimated premium for this Cov- c. Your interest in the covered "auto"; or erage Form is based on the exposures you told us you would have when this d. A claim under this Coverage Form. policy began. We will compute the final 3. Liberalization premium due when we determine your If we revise this Coverage Form to provide actual exposures. The estimated total more coverage without additional premium premium will be credited against the final premium due and the first Named charge, your policy will automatically pro- Insured will be billed for the balance, if vide the additional coverage as of the day any. The due date for the final premium the revision is effective in your state. or retrospective premium is the date 4. No Benefit To Bailee — Physical Damage shown as the due date on the bill. If Coverages the estimated total premium exceeds We will not recognize any assignment or the final premium due, the first Named grant any coverage for the benefit of any Insured will get a refund. person or organization holding, storing or b. If this policy is issued for more than transporting property for a fee regardless of one year, the premium for this Cov- any other provision of this Coverage Form. erage Form will be computed annually 5. Other Insurance based on our rates or premiums in ef- fect at the beginning of each year of a. For any covered "auto" you own, this the policy. Coverage Form provides primary in - surance. For any covered "auto" you don't own, the insurance provided by this Coverage Form is excess over any other collectible insurance. However, CA 00 01 10 13 ° Insurance Services Office, Inc., 2011 Page 9 of 12 7. Policy Period, Coverage Territory Under this Coverage Form, we cover "acci- dents" and "losses" occurring: a. During the policy period shown in the Declarations; and b. Within the coverage territory. The coverage territory is: (1) The United States of America; (2) The territories and possessions of the United States of America; (3) Puerto Rico; (4) Canada; and (5) Anywhere in the world if a covered "auto" of the private passenger type is leased, hired, rented or borrowed without a driver for a period of 30 days or less, provided that the "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada, or in a settlement we agree to. We also cover "loss" to, or "accidents" involving, a covered "auto" while being transported between any of these places. 8. Two Or More Coverage Forms Or Policies Issued By Us If this Coverage Form and any other Coverage Form or policy issued to you by us or any company affiliated with us ap- plies to the same "accident", the aggregate maximum Limit of Insurance under all the Coverage Forms or policies shall not ex- ceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or policy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. SECTION V — DEFINITIONS A. "Accident" includes continuous or repeated exposure to the same conditions resulting in "bodily injury" or "property damage". B. "Auto" means: 1. A land motor vehicle, "trailer" or semitrailer designed for travel on public roads; or 2. 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". C. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these. D. "Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand, order or statutory or regulatory requirement that any "insured" or others test for, monitor, clean up, re- move, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or 2. Any claim or "suit" by or on behalf of a governmental authority for damages be- cause of testing for, monitoring, cleaning up, removing, containing, treating, detox- ifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants" . "Covered pollution cost or expense" does not include any cost or expense arising out of the actual, alleged or threatened discharge, dis- persal, seepage, migration, release or escape of "pollutants": a. That are, or that are contained in any property that is: (1) Being transported or towed by, handled or handled for movement into, onto or from the covered "auto"; (2) Otherwise in the course of transit by or on behalf of the "insured"; or (3) Being stored, disposed of, treated or processed in or upon the cov- ered "auto"; b. Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto the covered "auto"; or c. After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally de- livered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: Page 10 of 12 ° Insurance Services Office, Inc., 2011 CA 00 01 10 13 (1) The "pollutants" escape, seep, migrate or are discharged, dis- persed or released directly from an "auto" part designed by its manu- facturer to hold, store, receive or dispose of such "pollutants"; and (2) The "bodily injury", "property dam- age" or "covered pollution cost or expense" does not arise out of the operation of any equipment listed in Paragraph 6.b. or 6.c. of the definition of "mobile equipment". Paragraphs b. and c. above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (a) The "pollutants" or any prop- erty in which the "pollutants" are contained are upset, over- turned or damaged as a result of the maintenance or use of a covered "auto"; and (b) The discharge, dispersal, seep- age, migration, release or es- cape of the "pollutants" is caused directly by such upset, overturn or damage. E. "Diminution in value" means the actual or perceived loss in market value or resale value which results from a direct and accidental "loss". F. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". G. "Insured" means any person or organization qualifying as an insured in the Who Is An Insured provision of the applicable coverage. Except with respect to the Limit of Insurance, the coverage afforded applies separately to each insured who is seeking coverage or against whom a claim or "suit" is brought. H. "Insured contract" means: 1. A lease of premises; 2. A sidetrack agreement; J 3. Any easement or license agreement, except in connection with construction or demo- K lition operations on or within 50 feet of a railroad; connection with work performed for a municipality) under which you assume the tort liability of another to pay for "bodily injury" or "property damage" to a third party or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement; or 6. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your "employees", of any "auto". However, such contract or agreement shall not be considered an "insured contract" to the extent that it obligates you or any of your "employees" to pay for "property damage" to any "auto" rented or leased by you or any of your "employees". An "insured contract" does not include that part of any contract or agreement: a. That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition opera- tions, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; b. That pertains to the loan, lease or rental of an "auto" to you or any of your "employees", if the "auto" is loaned, leased or rented with a driver; or c. That holds a person or organization engaged in the business of transporting property by "auto" for hire harmless for your use of a covered "auto" over a route or territory that person or or- ganization is authorized to serve by public authority. "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". "Loss" means direct and accidental loss or damage. "Mobile equipment" means any of the fol- lowing types of land vehicles, including any attached machinery or equipment: 4. An obligation, as required by ordinance, to 1. Bulldozers, farm machinery, forklifts and indemnify a municipality, except in connec- other vehicles designed for use principally tion with work for a municipality; off public roads; 5. That part of any other contract or agree- 2. Vehicles maintained for use solely on or ment pertaining to your business (including next to premises you own or rent; an indemnification of a municipality in 3. Vehicles that travel on crawler treads; CA 00 01 10 13 ° Insurance Services Office, Inc., 2011 Page 11 of 12 4. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: a. Power cranes, shovels, loaders, diggers or drills; or b. Road construction or resurfacing equip- ment such as graders, scrapers or rollers; 5. Vehicles not described in Paragraph 1., 2., 3. or 4. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equip- ment of the following types: a. Air compressors, pumps and gener- ators, including spraying, welding, building cleaning, geophysical explora- tion, lighting and well -servicing equip- ment; or b. Cherry pickers and similar devices used to raise or lower workers; or 6. Vehicles not described in Paragraph 1., 2., 3. or 4. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of per- manently attached equipment are not "mobile equipment" but will be considered "autos": a. Equipment designed primarily for: (1) Snow removal; (2) Road maintenance, but not con- struction or resurfacing; or (3) Street cleaning; b. Cherry pickers and similar devices mounted on automobile or truck chas- sis and used to raise or lower workers; and c. Air compressors, pumps and gener- ators, including spraying, welding, building cleaning, geophysical explora- tion, lighting or well -servicing equip- ment. However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are con- sidered "autos". L. "Pollutants" means 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. M. "Property damage" means damage to or loss of use of tangible property. N. "Suit" means a civil proceeding in which: 1. Damages because of "bodily injury" or "property damage"; or 2. A "covered pollution cost or expense"; to which this insurance applies, are alleged. "Suit" includes: a. An arbitration proceeding in which such damages or "covered pollution costs or expenses" are claimed and to which the "insured" must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages or "covered pollution costs or expenses" are claimed and to which the insured submits with our consent. O. "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. P. "Trailer" includes semitrailer. Page 12 of 12 ° Insurance Services Office, Inc., 2011 CA 00 01 10 13 COMMERCIAL LIABILITY UMBRELLA CU 00 01 04 13 CU 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 18 COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the 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 V – Definitions. SECTION I – COVERAGES COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay on behalf of the insured the "ultimate net loss" in excess of the "retained limit" because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking damages for such "bodily injury" or "property damage" when the "underlying insurance" does not provide coverage or the limits of "underlying insurance" have been exhausted. When we have no duty to defend, we will have the right to defend, or to participate in the defense of, the insured against any other "suit" seeking damages to which this insurance may apply. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. At our discretion, we may investigate any "occurrence" that may involve this insurance and settle any resultant claim or "suit" for which we have the duty to defend. But: (1) The amount we will pay for the "ultimate net loss" is limited as described in Section III – Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments – Coverages A and B. b. This insurance applies to "bodily injury" or "property damage" that is subject to an applicable "retained limit". If any other limit, such as a sublimit, is specified in the "underlying insurance", this insurance does not apply to "bodily injury" or "property damage" arising out of that exposure unless that limit is specified in the Declarations under the Schedule of "underlying insurance". c. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1.a.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, 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. d. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1.a. of Section II – Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. Page 2 of 18 © Insurance Services Office, Inc., 2012 CU 00 01 04 13 e. "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.a. of Section II – Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. f. 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". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage" involved that which is described in Paragraph (1), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. This exclusion does not apply to the extent that valid "underlying insurance" for the liquor liability risks described above exists or would have existed but for the exhaustion of underlying limits for "bodily injury" and "property damage". To the extent this exclusion does not apply, the insurance provided under this Coverage Part for the liquor liability risks described above will follow the same provisions, exclusions and limitations that are contained in the applicable "underlying insurance", unless otherwise directed by this insurance. CU 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 3 of 18 d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. ERISA Any obligation of the insured under the Employee Retirement Income Security Act of 1974 (ERISA), and any amendments thereto or any similar federal, state or local statute. f. Auto Coverages (1) "Bodily injury" or "property damage" arising out of the ownership, maintenance or use of any "auto" which is not a "covered auto"; or (2) Any loss, cost or expense payable under or resulting from any first-party physical damage coverage; no-fault law; personal injury protection or auto medical payments coverage; or uninsured or underinsured motorist law. g. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity, and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". With respect to injury arising out of a "covered auto", this exclusion does not apply to "bodily injury" to domestic "employees" not entitled to workers' compensation benefits. For the purposes of this insurance, a domestic "employee" is a person engaged in household or domestic work performed principally in connection with a residence premises. This exclusion does not apply to the extent that valid "underlying insurance" for the employer's liability risks described above exists or would have existed but for the exhaustion of underlying limits for "bodily injury". To the extent this exclusion does not apply, the insurance provided under this Coverage Part for the employer's liability risks described above will follow the same provisions, exclusions and limitations that are contained in the applicable "underlying insurance", unless otherwise directed by this insurance. h. Employment-related Practices "Bodily injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any of the employment-related practices described in Paragraph (a), (b), or (c) above is directed. This exclusion applies whether the injury- causing event described in Paragraph (a), (b) or (c) above occurs before employment, during employment or after employment of that person. This exclusion applies whether the insured may be liable as an employer or in any other capacity, and to any obligation to share damages with or repay someone else who must pay damages because of the injury. i. Pollution (1) "Bodily injury" or "property damage" which would not have occurred in whole or part but for the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time; or (2) "Pollution cost or expense". Page 4 of 18 © Insurance Services Office, Inc., 2012 CU 00 01 04 13 This exclusion does not apply if valid "underlying insurance" for the pollution liability risks described above exists or would have existed but for the exhaustion of underlying limits for "bodily injury" and "property damage". To the extent this exclusion does not apply, the insurance provided under this Coverage Part for the pollution risks described above will follow the same provisions, exclusions and limitations that are contained in the applicable "underlying insurance", unless otherwise directed by this insurance. j. Aircraft Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of 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 or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 50 feet long; and (b) Not being used to carry persons or property for a charge; (3) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (4) The extent that valid "underlying insurance" for the aircraft or watercraft liability risks described above exists or would have existed but for the exhaustion of underlying limits for "bodily injury" or "property damage". To the extent this exclusion does not apply, the insurance provided under this Coverage Part for the aircraft or watercraft risks described above will follow the same provisions, exclusions and limitations that are contained in the "underlying insurance", unless otherwise directed by this insurance; or (5) Aircraft that is: (a) Chartered by, loaned to, or hired by you with a paid crew; and (b) Not owned by any insured. k. Racing Activities "Bodily injury" or "property damage" arising out of the use of "mobile equipment" or "autos" in, or while in practice for, or while being prepared for, any prearranged professional or organized racing, speed, demolition, or stunting activity or contest. l. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. m. Damage To Property "Property damage" to: (1) Property: (a) You own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; or (b) Owned or transported by the insured and arising out of the ownership, maintenance or use of a "covered auto". (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That 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; or CU 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 5 of 18 (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (1)(b), (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to liability assumed under a written Trailer Interchange agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products- completed operations hazard". n. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. o. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products- completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. p. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. q. 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: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. r. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". s. Professional Services "Bodily injury" or "property damage" due to rendering of or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings or specifications; (3) Inspection, supervision, quality control, architectural or engineering activities done by or for you on a project on which you serve as construction manager; (4) Engineering services, including related supervisory or inspection services; (5) Medical, surgical, dental, X-ray or nursing services treatment, advice or instruction; (6) Any health or therapeutic service treatment, advice or instruction; (7) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement, or personal grooming or therapy; (8) Any service, treatment, advice or instruction relating to physical fitness, including service, treatment, advice or instruction in connection with diet, cardiovascular fitness, bodybuilding or physical training programs; (9) Optometry or optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (10) Body piercing services; (11) Services in the practice of pharmacy; (12) Law enforcement or firefighting services; and (13) Handling, embalming, disposal, burial, cremation or disinterment of dead bodies. Page 6 of 18 © Insurance Services Office, Inc., 2012 CU 00 01 04 13 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 rendering of or failure to render any professional service. t. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access or inability to manipulate electronic data. However, this exclusion does not apply to liability for damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. This exclusion does not apply if valid "underlying insurance" for the electronic data risks described above exists or would have existed but for the exhaustion of underlying limits for "bodily injury" and "property damage". The insurance provided under this Coverage Part will follow the same provisions, exclusions and limitations that are contained in the applicable "underlying insurance", unless otherwise directed by this insurance. u. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay on behalf of the insured the "ultimate net loss" in excess of the "retained limit" because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking damages for such "personal and advertising injury" when the "underlying insurance" does not provide coverage or the limits of "underlying insurance" have been exhausted. When we have no duty to defend, we will have the right to defend, or to participate in the defense of, the insured against any other "suit" seeking damages to which this insurance may apply. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. At our discretion, we may investigate any offense that may involve this insurance and settle any resultant claim or "suit" for which we have the duty to defend. But: (1) The amount we will pay for the "ultimate net loss" is limited as described in Section III – Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments – Coverages A and B. b. This insurance applies to "personal and advertising injury" that is subject to an applicable "retained limit". If any other limit, such as a sublimit, is specified in the "underlying insurance", this insurance does not apply to "personal and advertising injury" arising out of that exposure unless that limit is specified in the Declarations under the Schedule of "underlying insurance". c. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. CU 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 7 of 18 2. Exclusions This insurance does not apply to: a. "Personal and advertising injury": (1) Knowing Violation Of Rights Of Another 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 and advertising injury". (2) Material Published With Knowledge Of Falsity Arising out of oral or written publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. (3) Material Published Prior To Policy Period Arising out of oral or written publication, in any manner, of material whose first publication took place before the beginning of the policy period. (4) Criminal Acts Arising out of a criminal act committed by or at the direction of the insured. (5) Contractual Liability For which the insured has assumed liability in a contract or agreement. This exclusion does not apply to: (a) Liability for damages that the insured would have in the absence of the contract or agreement. (b) Liability for false arrest, detention or imprisonment assumed in a contract or agreement. (6) Breach Of Contract Arising out of a breach of contract, except an implied contract to use another's advertising idea in your "advertisement". (7) Quality Or Performance Of Goods – Failure To Conform To Statements Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". (8) Wrong Description Of Prices Arising out of the wrong description of the price of goods, products or services stated in your "advertisement". (9) Infringement Of Copyright, Patent, Trademark Or Trade Secret Arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your "advertisement". However, this exclusion does not apply to infringement, in your "advertisement", of copyright, trade dress or slogan. (10) Insureds In Media And Internet Type Businesses Committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. (11) Electronic Chatrooms Or Bulletin Boards Arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. (12) Unauthorized Use Of Another's Name Or Product 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. (13) Pollution Arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. Page 8 of 18 © Insurance Services Office, Inc., 2012 CU 00 01 04 13 (14) Employment-related Practices To: (a) A person arising out of any: (i) Refusal to employ that person; (ii) Termination of that person's employment; or (iii) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person; or (b) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any of the employment-related practices described in Paragraph (i), (ii) or (iii) above is directed. This exclusion applies whether the injury- causing event described in Paragraph (i), (ii) or (iii) above occurs before employment, during employment or after employment of that person. This exclusion applies whether the insured may be liable as an employer or in any other capacity, and to any obligation to share damages with or repay someone else who must pay damages because of the injury. (15) Professional Services Arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (a) Legal, accounting or advertising services; (b) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings or specifications; (c) Inspection, supervision, quality control, architectural or engineering activities done by or for you on a project on which you serve as construction manager; (d) Engineering services, including related supervisory or inspection services; (e) Medical, surgical, dental, X-ray or nursing services treatment, advice or instruction; (f) Any health or therapeutic service treatment, advice or instruction; (g) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement, or personal grooming or therapy; (h) Any service, treatment, advice or instruction relating to physical fitness, including service, treatment, advice or instruction in connection with diet, cardiovascular fitness, bodybuilding or physical training programs; (i) Optometry or optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (j) Body piercing services; (k) Services in the practice of pharmacy; (l) Law enforcement or firefighting services; and (m) Handling, embalming, disposal, burial, cremation or disinterment of dead bodies. 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 offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional service. (16) War However caused, arising, directly or indirectly, out of: (a) War, including undeclared or civil war; (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. CU 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 9 of 18 (17) Recording And Distribution Of Material Or Information In Violation Of Law Arising directly or indirectly out of any action or omission that violates or is alleged to violate: (a) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (b) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (c) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transactions Act (FACTA); or (d) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. b. "Pollution cost or expense". SUPPLEMENTARY PAYMENTS – COVERAGES A AND B 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend, when the duty to defend exists: a. All expenses we incur. b. Up to $2,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "occurrence" we cover. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. e. 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. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. When we have the right but not the duty to defend the insured and elect to participate in the defense, we will pay our own expenses but will not contribute to the expenses of the insured or the "underlying insurer". 3. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and Page 10 of 18 © Insurance Services Office, Inc., 2012 CU 00 01 04 13 (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I – Coverage A – Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when we have used up the applicable limit of insurance in the payment of judgments or settlements or the conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II – WHO IS AN INSURED 1. Except for liability arising out of the ownership, maintenance or use of "covered autos": a. If you are designated in the Declarations as: (1) An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. (2) A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. (3) A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. (4) An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. (5) A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. b. Each of the following is also an insured: (1) Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only 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: (a) "Bodily injury" or "personal and advertising injury": (i) 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" 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; (ii) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (a)(i) above; or (iii) 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 (a)(i) or (ii) above. (b) "Property damage" to property: (i) Owned, occupied or used by; (ii) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). (2) Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. CU 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 11 of 18 (3) Any person or organization having proper temporary custody of your property if you die, but only: (a) With respect to liability arising out of the maintenance or use of that property; and (b) Until your legal representative has been appointed. (4) Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. c. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: (1) Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; (2) Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and (3) Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 2. Only with respect to liability arising out of the ownership, maintenance or use of "covered autos": a. You are an insured. b. Anyone else while using with your permission a "covered auto" you own, hire or borrow is also an insured except: (1) The owner or anyone else from whom you hire or borrow a "covered auto". This exception does not apply if the "covered auto" is a trailer or semitrailer connected to a "covered auto" you own. (2) Your "employee" if the "covered auto" is owned by that "employee" or a member of his or her household. (3) Someone using a "covered auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (4) Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from a "covered auto". (5) A partner (if you are a partnership), or a member (if you are a limited liability company) for a "covered auto" owned by him or her or a member of his or her household. (6) "Employees" with respect to "bodily injury" to: (a) Any fellow "employee" of the insured arising out of and in the course of the fellow "employee's" employment or while performing duties related to the conduct of your business; or (b) The spouse, child, parent, brother or sister of that fellow "employee" as a consequence of Paragraph (a)above. c. Anyone liable for the conduct of an insured described above is also an insured, but only to the extent of that liability. 3. Any additional insured under any policy of "underlying insurance" will automatically be an insured under this insurance. Subject to Section III – Limits Of Insurance, if coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement, less any amounts payable by any "underlying insurance"; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. Additional insured coverage provided by this insurance will not be broader than coverage provided by the "underlying insurance". No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. Page 12 of 18 © Insurance Services Office, Inc., 2012 CU 00 01 04 13 SECTION III – LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made, "suits" brought, or number of vehicles involved; or c. Persons or organizations making claims or bringing "suits". 2. The Aggregate Limit is the most we will pay for the sum of all "ultimate net loss" under: a. Coverage A, except "ultimate net loss" because of "bodily injury" or "property damage" arising out of the ownership, maintenance or use of a "covered auto"; and b. Coverage B. 3. Subject to Paragraph 2. above, the Each Occurrence Limit is the most we will pay for the sum of all "ultimate net loss" under Coverage A because of all "bodily injury" and "property damage" arising out of any one "occurrence". 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all "ultimate net loss" because of all "personal and advertising injury" sustained by any one person or organization. 5. If there is "underlying insurance" with a policy period that is nonconcurrent with the policy period of this Commercial Liability Umbrella Coverage Part, the "retained limit(s)" will only be reduced or exhausted by payments for: a. "Bodily injury" or "property damage" which occurs during the policy period of this Coverage Part; or b. "Personal and advertising injury" for offenses that are committed during the policy period of this Coverage Part. However, if any "underlying insurance" is written on a claims-made basis, the "retained limit(s)" will only be reduced or exhausted by claims for that insurance that are made during the policy period, or any Extended Reporting Period, of this Coverage Part. The Aggregate Limit, as described in Paragraph 2. above, applies separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV – CONDITIONS 1. Appeals If the "underlying insurer" or insured elects not to appeal a judgment in excess of the "retained limit", we may do so at our own expense. We will also pay for taxable court costs, pre- and postjudgment interest and disbursements associated with such appeal. In no event will this provision increase our liability beyond the applicable Limits of Insurance described in Section III – Limits Of Insurance. 2. Bankruptcy a. Bankruptcy Of Insured Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. b. Bankruptcy Of Underlying Insurer Bankruptcy or insolvency of the "underlying insurer" will not relieve us of our obligations under this Coverage Part. However, this insurance will not replace the "underlying insurance" in the event of bankruptcy or insolvency of the "underlying insurer". This insurance will apply as if the "underlying insurance" were in full effect. 3. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense, regardless of the amount, which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; CU 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 13 of 18 (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 4. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Other Insurance a. This insurance is excess over, and shall not contribute with any of the other insurance, whether primary, excess, contingent or on any other basis. This condition will not apply to insurance specifically written as excess over this Coverage Part. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. b. When this insurance is excess over other insurance, we will pay only our share of the "ultimate net loss" that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of the insurance provided under this Coverage Part; and (2) The total of all deductible and self-insured amounts under all that other insurance. 6. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b.Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 7. Representations Or Fraud By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; c. We have issued this policy in reliance upon your representations; and d. This policy is void in any case of fraud by you as it relates to this policy or any claim under this policy. 8. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 9. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. 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 enforce them. Page 14 of 18 © Insurance Services Office, Inc., 2012 CU 00 01 04 13 10. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. 11. Loss Payable Liability under this Coverage Part does not apply to a given claim unless and until: a. The insured or insured's "underlying insurer" has become obligated to pay the "retained limit"; and b. The obligation of the insured to pay the "ultimate net loss" in excess of the "retained limit" has been determined by a final settlement or judgment or written agreement among the insured, claimant and us. 12. Transfer Of Defense When the underlying limits of insurance have been used up in the payment of judgments or settlements, the duty to defend will be transferred to us. We will cooperate in the transfer of control to us of any outstanding claims or "suits" seeking damages to which this insurance applies which would have been covered by the "underlying insurance" had the applicable limit not been used up. 13. Maintenance Of/Changes To Underlying Insurance Any "underlying insurance" must be maintained in full effect without reduction of coverage or limits except for the reduction of the aggregate limit in accordance with the provisions of such "underlying insurance" that results from payment of claims, settlement or judgments to which this insurance applies. Such exhaustion or reduction is not a failure to maintain "underlying insurance". Failure to maintain "underlying insurance" will not invalidate insurance provided under this Coverage Part, but insurance provided under this Coverage Part will apply as if the "underlying insurance" were in full effect. If there is an increase in the scope of coverage of any "underlying insurance" during the term of this policy, our liability will be no more than it would have been if there had been no such increase. You must notify us in writing, as soon as practicable, if any "underlying insurance" is cancelled, not renewed, replaced or otherwise terminated, or if the limits or scope of coverage of any "underlying insurance" is changed. 14. Expanded Coverage Territory a. If a "suit" is brought in a part of the "coverage territory" that is outside the United States of America (including its territories and possessions), Puerto Rico or Canada, and we are prevented by law, or otherwise, from defending the insured, the insured will initiate a defense of the "suit". We will reimburse the insured, under Supplementary Payments, for any reasonable and necessary expenses incurred for the defense of a "suit" seeking damages to which this insurance applies, that we would have paid had we been able to exercise our right and duty to defend. If the insured becomes legally obligated to pay sums because of damages to which this insurance applies in a part of the "coverage territory" that is outside the United States of America (including its territories and possessions), Puerto Rico or Canada, and we are prevented by law, or otherwise, from paying such sums on the insured's behalf, we will reimburse the insured for such sums. b. All payments or reimbursements we make for damages because of judgments or settlements will be made in U.S. currency at the prevailing exchange rate at the time the insured became legally obligated to pay such sums. All payments or reimbursements we make for expenses under Supplementary Payments will be made in U.S. currency at the prevailing exchange rate at the time the expenses were incurred. c.Any disputes between you and us as to whether there is coverage under this policy must be filed in the courts of the United States of America (including its territories and possessions), Canada or Puerto Rico. d. The insured must fully maintain any coverage required by law, regulation or other governmental authority during the policy period, except for reduction of the aggregate limits due to payments of claims, judgments or settlements. Failure to maintain such coverage required by law, regulation or other governmental authority will not invalidate this insurance. However, this insurance will apply as if the required coverage by law, regulation or other governmental authority was in full effect. CU 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 15 of 18 SECTION V – DEFINITIONS 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. "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". 3. "Bodily injury" means bodily injury, disability, sickness or disease sustained by a person, including death resulting from any of these at any time. "Bodily injury" includes mental anguish or other mental injury resulting from "bodily injury". 4. "Coverage territory" means anywhere in the world with the exception of any country or jurisdiction which is subject to trade or other economic sanction or embargo by the United States of America. 5. "Covered auto" means only those "autos" to which "underlying insurance" applies. 6. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 7. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 8."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. 9. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your "employees", of any "auto". However, such contract or agreement shall not be considered an "insured contract" to the extent that it obligates you or any of your "employees" to pay for "property damage" to any "auto" rented or leased by you or any of your "employees". g. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraphs f. and g. do not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; (2) That pertains to the loan, lease or rental of an "auto" to you or any of your "employees", if the "auto" is loaned, leased or rented with a driver; or Page 16 of 18 © Insurance Services Office, Inc., 2012 CU 00 01 04 13 (3) That holds a person or organization engaged in the business of transporting property by "auto" for hire harmless for your use of a "covered auto" over a route or territory that person or organization is authorized to serve by public authority. 10. "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". 11."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". 12."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 land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 13."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 14."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral or written publication, in any manner, of material that violates a person's right of privacy; f. The use of another's advertising idea in your "advertisement"; or g. Infringing upon another's copyright, trade dress or slogan in your "advertisement". CU 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 17 of 18 15. "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. 16. "Pollution cost or expense" means any loss, cost or expense arising out of any: a. Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or b. Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". 17."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 of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the 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; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 18."Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. With respect to the ownership, maintenance or use of "covered autos", property damage also includes "pollution cost or expense", but only to the extent that coverage exists under the "underlying insurance" or would have existed but for the exhaustion of the underlying limits. For the purposes of this insurance, with respect to other than the ownership, maintenance or use of "covered autos", electronic data is not tangible property. As used in this definition, 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. 19. "Retained limit" means the available limits of "underlying insurance" scheduled in the Declarations or the "self-insured retention", whichever applies. 20."Self-insured retention" means the dollar amount listed in the Declarations that will be paid by the insured before this insurance becomes applicable only with respect to "occurrences" or offenses not covered by the "underlying insurance". The "self- insured retention" does not apply to "occurrences" or offenses which would have been covered by "underlying insurance" but for the exhaustion of applicable limits. 21."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or Page 18 of 18 © Insurance Services Office, Inc., 2012 CU 00 01 04 13 b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent or the "underlying insurer's" consent. 22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 23."Ultimate net loss" means the total sum, after reduction for recoveries or salvages collectible, that the insured becomes legally obligated to pay as damages by reason of settlement or judgments or any arbitration or other alternate dispute method entered into with our consent or the "underlying insurer's" consent. 24."Underlying insurance" means any policies of insurance listed in the Declarations under the Schedule of "underlying insurance". 25."Underlying insurer" means any insurer who provides any policy of insurance listed in the Schedule of "underlying insurance". 26."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 for you. 27."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. 28."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.