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HomeMy WebLinkAboutCAG2025-044 - Original - GeoEngineers, Inc. - Allberry vs. City of Kent - S 224th Corridor Improvements Case - 2/6/25 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form Dir Asst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) W A 5 H I N G T O N Sheet forms. Originator: Department: Karin Bayes for Chad Bieren Public Works Date Sent: Date Required: c02/06/2025 2/7/2025 p. Authorized to Sign: Date of Council Approval: QWIDirector or Designee N/A Budqet Account Number: Grant? Yes FI./]No Budget?E]Yes[Z]No Type: N/A Vendor Name: Category: GeoEngineers, Inc. Contract Vendor Number: Sub-Category: Original 0 Project Name: Allberry vs. City of Kent - S 224th Corridor Improvements Case E 0 Project Details:The Contractor shall provide Litigation Support for the Allberry vs. City of Kent C - South 224th Corridor Improvements Case Agreement Amount: $3 928 Basis for Selection of Contractor: Other 4) *Memo to Mayor must be attached Start Date: Upon Execution Termination Date: 12/31/2025 Q Local Business?E]Yes F-1No* If meets requirements per KCC3.70.100,pleosecomplete"VendorPurchase-Locol Exceptions"form onCityspace. Business License Verification:YesElln-ProcessElExempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number: F_1YesFNo CAG2025-044 Comments: tm C 3 GJ y •� i GJ fQ C N Date Routed to the City Clerk's Office: 2/6/25 adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 14e • KENT PROFESSIONAL SERVICES AGREEMENT between the City of Kent and GeoEngineers, Inc. THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and GeoEngineers, Inc. organized under the laws of the State of Washington, located and doing business at 1101 Fawcett Avenue, Suite 200, Tacoma, WA 98402, Phone: (253) 722-2443, Contact: Lyle Stone (hereinafter the "Contractor"). I. DESCRIPTION OF WORK. The Contractor shall perform the following services for the City: The Contractor shall provide Litigation Support for the Allberry vs. City of Kent - South 2241" Corridor Improvements Case. For details, refer to the Scope of Services, attached as Exhibit A and incorporated by this reference. The Contractor further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement, and the Contractor shall complete the work by December 31, 2025. III. COMPENSATION. The City shall pay the Contractor a total amount not to exceed Three Thousand, Nine Hundred Twenty Eight Dollars ($3,928) for the services described in this Agreement. The Contractor shall invoice the City monthly based on time and materials incurred during the preceding month. The hourly rates charged for the Contractor's services shall be as delineated in the attached and incorporated Exhibit B. All hourly rates charged shall remain locked at the negotiated rates throughout the term of this Agreement. Card Payment Program. The Contractor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Contractor. If the Contractor voluntarily participates in this Program, the Contractor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Contractor shall not charge those fees back to the City. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Contractor maintains and pays for its own place of business from which the Contractor's services under this Agreement will be performed. C. The Contractor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained the Contractor's services, or the Contractor is engaged in an independently PROFESSIONAL SERVICES AGREEMENT - 1 ($20,000 or Less) established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Contractor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Contractor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by the Contractor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Contractor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party seven (7) calendar days written notice in accordance with Section XI(D). VI. FORCE MA]EURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ('force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Contractor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Contractor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Contractor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Contractor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Contractor. VII. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Contractor, its subcontractors, or any person acting on behalf of the Contractor or subcontractor 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. The Contractor shall execute the attached City of Kent Non-Discrimination Policy Declaration and comply with City Administrative Policy 1.2. VIII. INDEMNIFICATION. The Contractor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Contractor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of the Contractor's work when completed shall not PROFESSIONAL SERVICES AGREEMENT - 2 ($20,000 or Less) be grounds to avoid any of these covenants of indemnification. The provisions of this section shall survive the expiration or termination of this Agreement. In the event the Contractor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Contractor's part, then the Contractor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys'fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Contractor's part. IX. INSURANCE. The Contractor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit C attached and incorporated by this reference. X. CONTRACTOR'S WORK AND RISK. The Contractor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to the Contractor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those services. All work shall be done at the Contractor's own risk, and the Contractor 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. XI. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VIII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any notices or communications required or permitted by this Agreement must be in writing and given via: (i) personal delivery; (ii) overnight courier; (iii) registered or certified mail; (iv) facsimile or email to the addresses listed on the signature page of the Agreement, unless otherwise specified. Any such notice or communication will be deemed to have been given on (i) the day it was personally delivered; (ii) one working day after sent by overnight courier; (iii) three days after the date of mailing by registered or certified mail; (iv) the day it is faxed or sent electronically, provided that the sender has received a confirmation of the fax or electronic transmission. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Contractor. PROFESSIONAL SERVICES AGREEMENT - 3 ($20,000 or Less) G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. Should any language in any of the exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Public Records Act. The Contractor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Contractor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Contractor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. I. City Business License Required. Prior to commencing the tasks described in Section I, the Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. F PROFESSIONAL SERVICES AGREEMENT - 4 ($20,000 or Less) J. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. CONTRACTOR: CITY OF KENT: Digitally signed by Chad Bieren Chad Bieren Date:2025.02.06 By: By: 14:28:42-08'00' Print Name: 1G Print Name: Chad Bieren, P.E. Its: (�-&v t'ec4-14"I /-,7tnf,. Its: Public Works Director DATE I���'IZS DATE: NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONTRACTOR: CITY OF KENT: Lyle Stone Chad Bieren, P.E. GeoEngineers, Inc. City of Kent 1101 Fawcett Avenue, Suite 200 220 Fourth Avenue South Tacoma, WA 98402 Kent, WA 98032 (253) 722-2443 (telephone) (253) 856-5500 (telephone) Istone@geoengineers.com (email) PublicWorks@Kentwa.gov (email) ATTEST: k�� A�� Kent City Clerk PROFESSIONAL SERVICES AGREEMENT - 5 ($20,000 or Less) DECLARATION CITY OF KENT NON-DISCRIMINATION POLICY The City of Kent (City) is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors, consultants, vendors, and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The City of Kent and its contractors are subject to and will comply with the following: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964). •❑ Ch. 49.60 RCW (Washington Law Against Discrimination) The preceding statutory and regulatory cites hereinafter are referred to as "the Acts and Regulations". The following statements specifically identify the requirements the City deems necessary for any contractor, subcontractor, or supplier on this specific Agreement to adhere to. An affirmation of all of the following is required for this Agreement to be valid and binding. If any contractor, subcontractor, or supplier willfully misrepresents themselves with regard to the directives outlined below, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement. The statements are as follows: 1.❑ I have read the attached City of Kent administrative policy number 1.2. 2.❑ During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3.:] During the time of this Agreement I, the prime contractor, will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: EEO COMPLIANCE DOCUMENTS - 1 A. Compliance with Regulations: The contractor, subcontractor, consultant, vendor, and supplier (hereinafter "Contractor") will comply with all Acts and the Regulations relative to non-discrimination, including those applicable to Federally- assisted programs of the U.S. Department of Transportation, State-assisted programs through the Washington State Department of Transportation, and generally under Washington's Law Against Discrimination, Ch. 49.60 RCW, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. B.:1 Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports: The contractor will provide all information and reports required by the Acts and Regulations and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined applicable to contractor's contract by the City or the Washington State Department of Transportation to be pertinent to ascertain compliance with such Acts and Regulations and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the City or the Washington State Department of Transportation, as appropriate, and will set forth what efforts it has made to obtain the information. E.❑ Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the City will impose such contract sanctions as it or the Washington State Department of Transportation may determine to be appropriate, including, but not limited to: a.❑ withholding payments to the contractor under the contract until the contractor complies; and/or b.❑ cancelling, terminating, or suspending a contract, in whole or in part. F. Incorporation of Provisions: The contractor will include the provisions of paragraphs (A) through (F) above in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts and Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the City or the Washington State Department of Transportation may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, EEO COMPLIANCE DOCUMENTS - 2 or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the City to enter into any litigation to protect the interests of the City. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. 6. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non-Discrimination Authorities: i.0 Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. ii.0 The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); iii.i Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); iv.i Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; V. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); vi.0 Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); vii.i The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); viii.l Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; ix.0 The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); x.0 Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; EEO COMPLIANCE DOCUMENTS - 3 xi. Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); xii. Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). xiii. Washington Law Against Discrimination (Ch. 49.60 RCW) 7. The submission of the final invoice for this contract will constitute a reaffirmation that the preceding statements were complied with during the course of the contract's performance. By signing below, I agree to fulfill the seven requirements referenced above. By: For: OYac-f 1 Title: Cgv 7 eA 4egf Date: EEO COMPLIANCE DOCUMENTS - 4 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: October 20, 2022 SUBJECT: INCLUSIVE CONTRACTING SUPERSEDES: January 1, 1998 APPROVED BY Dana Ralph, Mayor POLICY: Equal employment opportunity and non-discrimination in contracting requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants, and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Further, all contractors, subcontractors, consultants, suppliers, grantees, or subgrantees of the City, regardless of the value of the Agreement, are required to sign the City's Non-Discrimination Policy Declaration, prior to commencing performance. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to coordinate with the City's Title VI coordinator, and perform the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 5 Exhibit A Scope of Services City Of Kent South 224th Corridor Improvements Allberry vs. City of Kent Litigation Support Kent, Washington January 9, 2025 File No. 0410-145-10 Scope of Services It is our understanding that the City of Kent (City) is defending a claim from a property owner adjacent to the South 224th Corridor Improvement Project.The City has requested we assist their counsel by reviewing project documents prepared for this project and attending meetings or calls to answer questions and communicate our findings. Our specific scope of services will consist of the following: 1. Review project documents prepared for the project by GeoEngineers and others. 2. Attend conference calls or meetings as requested. No formal or written deliverables are anticipated. Our services will be provided on an on-call basis.All services will be initiated by written request(email)from the City. If the City wishes to cancel our services at any time, we will only bill for the labor expended. Our scope and budget do not include depositions or expert witness testimony. CJL:US:atk Attachment: Exhibit B.Fee Estimate Proprietary Notice:The contents of this document are proprietary to GeoEngineers,Inc.and are intended solely for use by our client to evaluate GeoEngineers' capabilities and understanding of project requirements as they relate to performing the services proposed for a specific project.Copies of this document or its contents may not be disclosed to any other parties without the written consent of GeoEngineers. Disclaimer:Any electronic form,facsimile orhard copyofthe original document(email,text,table,and/orfigure),if provided,and any attachments are onlya copy of the original document.The original document is stored by GeoEngineers,Inc.and will serve as the official document of record. Copyright©2025 by GeoEngineers,Inc.All rights reserved. w w z 0 Z W D O N N NN N yJ N M (h M O EA fA <0 to N U. i� C O i � 3 ° O N V O ~ E E � Y c N Y LU W L U) +� (6 O H H E 02 N < C W _ � o AGE E R d o W E ? R I C IN N LL 0 ?� c 0: x MC W O Q i Wo T v =� t � 4J _ N cn y O C +' O 3 O �o N CV W +O+ M O � � N 2 4J R � �C1 O o y a y o cma a� N N U Na) E C C :3 � N E o Ow a U t fC Y CD > a 0 m C d Q N T Q O +r R m y o rl el W� eO.1 N � LL O m C !+ Z N xX I.LL W Exhibit C Insurance Requirements Insurance Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, their agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable if all the Primary and Umbrella or Excess Policies shall provide all the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true "following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. Professional Liability or Errors & Omissions insurance appropriate to the Consultant's profession. Workers' Compensation coverage for the employees of Consultant and subcontractors as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no less than $2,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products-completed operations aggregate limit. Primary Non-Contributory Additional Insured coverage for the City of Kent, et. al. Waiver of Subrogation Professional Liability or Errors & Omissions insurance shall be written with limits no less than $1,000,000 per occurrence, $1,000,000 general aggregate. If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. The above policy limits may be obtained with excess liability (umbrella) insurance. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability and Automobile Liability insurance: 1.❑ Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of the Consultant's insurance policies and shall not contribute to the Consultant's insurance policies. 2.❑ Consultant's insurer must deliver or mail written notice of cancellation to the named insured at least forty-five (45) days before the effective date of the cancellation. The Consultant's insurance policy shall include an endorsement that provides the City with written notice of cancellation forty-five (45) days before the effective date of the cancellation. If Consultant's insurer fails to provide the City with a copy of the notice of cancellation endorsement, the Consultant must notify the City of any cancellation, non-renewal or termination within two (2) business days of their receipt of such notice. 3.F- The City of Kent shall be named as an additional insured on all policies (except Professional Liability) with respect to work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claims are made or suit is brought, except with respect to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. The City waives no rights, and the Consultant is not excused from performance if Consultant fails to provide the City with a copy of the endorsements naming the City as a Primary Non-Contributory Additional Insured. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all the same insurance requirements as stated herein for the Consultant. Client#: 326119 GEOENINC2 DATE(MM/DD/YYYY) ACORDTM CERTIFICATE OF LIABILITY INSURANCE 1 1/30/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). ACT PRODUCER NAME: Teren Hopstad USI Insurance Services NW CL PHONE 206 441-6300 (FAX No; 610-362-8530 A/C,No,EXt 601 Union Street, Suite 1000 E-MAIL ADDRESS: teren.hop stad usi.com Seattle,WA 98101 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Charter Oak Fire Insurance Company 25615 INSURED INSURER B:Travelers Property Cas.Co.of America 25674 GeoEngineers, Inc. Farmington Casual Company 41483 INSURER C: g Casualty P Y 17425 NE Union Hill Road, Suite 250 INSURER D:Allied World Assurance Co(US)Inc. 19489 Redmond,WA 98052 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER MM/DD/YYYY W MM/DD/YY A X COMMERCIAL GENERAL LIABILITY X X P6308W600538COF24 6/30/2024 06/30/2025 EACH OCCURRENCE $1 OOO 000 CLAIMS-MADE F OCCUR PREMISESOEaolccurDence $300,000 X WA Stop Gap MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- POLICY F X1 JECT FX� LOC PRODUCTS-COMP/OPAGG $2,000,000 OTHER: Stop Gap $1,000,000 B AUTOMOBILE LIABILITY X X 8108W4832012443G 6/30/2024 06/30/202 COEaMBINED ccident SINGLE LIMIT $1,000,000 a X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ APOES ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY Per accident $ B X UMBRELLA LIAB N OCCUR X X CUP8W6652292443 06/30/2024 06/30/2025 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE (Follow Form) AGGREGATE $10,000,000 DED X RETENTION$1 O 000 $ C WORKERS COMPENSATION X UB9T8195922443G 06/30/2024 06/30/2025 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE Includes: E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? � N/A (Mandatory in NH) MEL/USL&H E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Pollution X X 03138963 6/30/2024 06/30/202 $10,000,000 E.Condition Liability $10,000,000 Aggregate DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: Project#0410-145-10, City of Kent-218th Street Utilities and Consultation, Kent,Washington. The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to City of Kent, only when there is a written contract that requires such status, and only with regard to work performed by or on behalf of the named insured.The General Liability Includes Additional Insured coverage for Ongoing and Completed Operations,when required by (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 4th Avenue South ACCORDANCE WITH THE POLICY PROVISIONS. Kent,WA 98032 AUTHORIZED REPRESENTA�TIIV�E�,., ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S47986534/M47217471 DBDZP DESCRIPTIONS (Continued from Page 1) written contract.The General Liability and Automobile Liability policies contains a special endorsement with Primary and Noncontributory wording,when required by written contract.The General Liability policy provide a Blanket Waiver of Subrogation when required by written contract,except as prohibited by law.The Umbrella Liability policy follows form of underlying liability.The General Liability,Automobile Liability and Workers Compensation policies includes an endorsement providing that 30 days notice of cancellation will be given to the Certificate Holder by the Insurance Carrier.The General Liability policy includes General Aggregate Limit Per Project Endorsement,when required by written contract. SAGITTA 25.3(2016/03) 2 of 2 #S47986534/M47217471 Policy- P6308W600538COF24 COMMERCIAL GENERAL LIABILITY 6/30/24-6/30/25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AUTOMATIC STATUS IF REQUIRED BY WRITTEN CONTRACT (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to SECTION II — WHO IS AN (a) The Additional Insured — Owners, Les- INSURED: sees or Contractors — Scheduled Person Any person or organization that: or Organization endorsement CG 20 10 a. You agree in a written contract or agreement to 07 04 or CG 20 10 04 13, the Additional include as an additional insured on this Coverage Insured — Owners, Lessees or Contrac- Part; and tors — Completed Operations endorse- ment CG 20 37 07 04 or CG 20 37 04 13, b. Has not been added as an additional insured for or both of such endorsements with either the same project by attachment of an endorse- of those edition dates; or ment under this Coverage Part which includes such person or organization in the endorsement's (b) Either or both of the following: the Addi- schedule; tional Insured —Owners, Lessees or Con- tractors — Scheduled Person Or Organi- is an insured, but: zation endorsement CG 20 10, or the Ad- a. Only with respect to liability for "bodily injury" or ditional Insured — Owners, Lessees or "property damage" that occurs, or for "personal Contractors — Completed Operations en- injury" caused by an offense that is committed, dorsement CG 20 37, without an edition subsequent to the signing of that contract or date of such endorsement specified; agreement and while that part of the contract or the person or organization is an additional in- agreement is in effect; and sured only if the injury or damage is caused, b. Only as described in Paragraph (1), (2) or(3) be- in whole or in part, by acts or omissions of low, whichever applies: you or your subcontractor in the performance (1) If the written contract or agreement specifical- of "your work" to which the written contract or ly requires you to provide additional insured agreement applies; or coverage to that person or organization by (3) If neither Paragraph (1) nor(2) above applies: the use of: (a) The person or organization is an addi- (a) The Additional Insured — Owners, Les- tional insured only if, and to the extent sees or Contractors — (Form B) endorse- that, the injury or damage is caused by ment CG 20 10 11 85; or acts or omissions of you or your subcon- (b) Either or both of the following: the Addi- tractor in the performance of "your work" tional Insured —Owners, Lessees or Con- to which the written contract or agree- tractors — Scheduled Person Or Organi- ment applies; and zation endorsement CG 20 10 10 01, or (b) Such person or organization does not the Additional Insured —Owners, Lessees qualify as an additional insured with re- or Contractors — Completed Operations spect to the independent acts or omis- endorsement CG 20 37 10 01, sions of such person or organization. the person or organization is an additional in- The insurance provided to such additional insured is sured only if the injury or damage arises out subject to the following provisions: of"your work" to which the written contract or a. If the Limits of Insurance of this Coverage Part agreement applies; shown in the Declarations exceed the minimum (2) If the written contract or agreement specifical- limits required by the written contract or agree- ly requires you to provide additional insured ment, the insurance provided to the additional in- coverage to that person or organization by sured will be limited to such minimum required the use of: limits. For the purposes of determining whether CG D6 04 02 19 C 2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY this limitation applies, the minimum limits required result in a claim. To the extent possible, such by the written contract or agreement will be con- notice should include: sidered to include the minimum limits of any Um- (a) How, when and where the "occurrence" brella or Excess liability coverage required for the or offense took place; additional insured by that written contract or (b) The names and addresses of any injured agreement. This provision will not increase the persons and witnesses; and limits of insurance described in Section III — Limits Of Insurance. (c) The nature and location of any injury or b. The insurance provided to such additional insured damage arising out of the "occurrence" or does not apply to: offense. (1) Any "bodily injury", "property damage" or (2) If a claim is made or "suit" is brought against "personal injury" arising out of the providing, the additional insured: or failure to provide, any professional archi- (a) Immediately record the specifics of the tectural, engineering or surveying services, claim or"suit" and the date received; and including: (b) Notify us as soon as practicable and see (a) The preparing, approving, or failing to to it that we receive written notice of the prepare or approve, maps, shop draw- claim or"suit" as soon as practicable. ings, opinions, reports, surveys, field or- (3) Immediately send us copies of all legal pa- ders or change orders, or the preparing, pers received in connection with the claim or approving, or failing to prepare or ap- "suit", cooperate with us in the investigation prove, drawings and specifications; and or settlement of the claim or defense against (b) Supervisory, inspection, architectural or the "suit", and otherwise comply with all policy engineering activities. conditions. (2) Any "bodily injury" or "property damage" (4) Tender the defense and indemnity of any caused by "your work" and included in the claim or "suit" to any provider of other insur- "products-completed operations hazard" un- ance which would cover such additional fin- less the written contract or agreement specifi- sured for a loss we cover. However, this con- cally requires you to provide such coverage dition does not affect whether the insurance for that additional insured during the policy provided to such additional insured is primary period. to other insurance available to such additional c. The additional insured must comply with the fol- insured which covers that person or organiza- lowing duties: tion as a named insured as described in Par- (1) Give us written notice as soon as practicable agraph 4., Other Insurance, of Section IV — of an "occurrence" or an offense which may Commercial General Liability Conditions. Page 2 of 2 ©2017 The Travelers Indemnity Company.All rights reserved. CG D6 04 02 19 Policy: P6308W600538COF24 06/30/24-06/30/25 COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage.Read (1) The "bodily injury" or "property damage" is the entire policy carefully to determine rights, duties and caused by an "occurrence" that takes place what is and is not covered. in the"coverage territory"; Throughout this policy the words "you" and "your" refer (2) The "bodily injury' or "property damage" to the Named Insured shown in the Declarations, and occurs during the policy period; and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and (3) Prior to the policy period, no insured listed "our" refer to the company providing this insurance. under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized The word "insured" means any person or organization by you to give or receive notice of an qualifying as such under Section II — Who Is An "occurrence" or claim knew that the "bodily Insured. injury" or "property damage" had occurred, Other words and phrases that appear in quotation in whole or in part. If such a listed insured marks have special meaning. Refer to Section V — or authorized "employee" knew, prior to the Definitions. policy period, that the "bodily injury" or "property damage" occurred, then any SECTION I—COVERAGES continuation, change or resumption of such COVERAGE A—BODILY INJURY AND PROPERTY "bodily injury" or "property damage" during DAMAGE LIABILITY or after the policy period will be deemed to 1. Insuring Agreement have been known prior to the policy period. a. We will pay those sums that the insured c. "Bodily injury" or "property damage" which becomes legally obligated to pay as damages occurs during the policy period and was not, because of "bodily injury' or"property damage" prior to the policy period, known to have to which this insurance applies. We will have occurred by any insured listed under Paragraph the right and duty to defend the insured against 1. of Section II — Who Is An Insured or any any "suit" seeking those damages. However, "employee" authorized by you to give or receive we will have no duty to defend the insured notice of an "occurrence" or claim, includes any against any "suit" seeking damages for "bodily continuation, change or resumption of that injury" or "property damage" to which this "bodily injury" or "property damage" after the insurance does not apply. We may, at our end of the policy period. discretion, investigate any "occurrence" and d. "Bodily injury" or "property damage" will be settle any claim or"suit"that may result. But: deemed to have been known to have occurred (1) The amount we will pay for damages is at the earliest time when any insured listed limited as described in Section III — Limits under Paragraph 1. of Section II — Who Is An Of Insurance; and Insured or any"employee" authorized by you to give or receive notice of an "occurrence" or (2) Our right and duty to defend end when we claim: have used up the applicable limit of (1) Reports all, or any part, of the "bodily insurance in the payment of judgments or injury" or "property damage" to us or any settlements under Coverages A or B or medical expenses under Coverage C. other insurer; No other obligation or liability to pay sums or (2) Receives a written or verbal demand or perform acts or services is covered unless claim for damages because of the "bodily explicitly provided for under Supplementary injury" or"property damage"; or Payments. (3) Becomes aware by any other means that b. This insurance applies to "bodily injury' and "bodily injury' or "property damage" has "property damage" only if: occurred or has begun to occur. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury' include (3) Any statute, ordinance or regulation relating damages claimed by any person or organization to the sale, gift, distribution or use of for care, loss of services or death resulting at alcoholic beverages. anytime from the"bodily injury'. This exclusion applies only if you are in the 2. Exclusions business of manufacturing, distributing, selling, This insurance does not apply to: serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a a. Expected Or Intended Injury person to bring alcoholic beverages on your "Bodily injury' or"property damage" expected or premises, for consumption on your premises, intended from the standpoint of the insured. whether or not a fee is charged or a license is This exclusion does not apply to "bodily injury" required for such activity, is not by itself or "property damage" resulting from the use of considered the business of selling, serving or reasonable force to protect persons or property. furnishing alcoholic beverages. b. Contractual Liability d. Workers' Compensation And Similar Laws "Bodily injury" or "property damage" for which Any obligation of the insured under a workers' the insured is obligated to pay damages by compensation, disability benefits or reason of the assumption of liability in a unemployment compensation law or any similar contract or agreement. This exclusion does not law. apply to liability for damages: e. Employer's Liability (1) That the insured would have in the absence "Bodily injury" to: of the contract or agreement; or ( (1) An "employee" of the insured arising out of 2) Assumed in a contract or agreement that is and in the course of: an "insured contract", provided that the "bodily injury" or "property damage" occurs (a) Employment by the insured; or subsequent to the execution of the contract (b) Performing duties related to the or agreement. Solely for the purposes of conduct of the insured's business; or liability assumed in an "insured contract", (2) The spouse, child, parent, brother or sister reasonable attorneys' fees and necessary of that "employee" as a consequence of litigation expenses incurred by or for a party Paragraph (1) above. other than an insured will be deemed to be damages because of "bodily injury' or This exclusion applies whether the insured may "property damage", provided that: be liable as an employer or in any other capacity and to any obligation to share damages with or (a) Liability to such party for, or for the repay someone else who must pay damages cost of, that party's defense has also because of the injury. been assumed in the same "insured contract"; and This exclusion does not apply to liability (b) Such attorneys' fees and litigation assumed by the insured under an "insured contract". expenses are for defense of that party against a civil or alternative dispute f. Pollution resolution proceeding in which (1) "Bodily injury" or "property damage" arising damages to which this insurance out of the actual, alleged or threatened applies are alleged. discharge, dispersal, seepage, migration, c. Liquor Liability release or escape of"pollutants": "Bodily injury" or "property damage" for which (a) At or from any premises, site or any insured may be held liable by reason of: location which is or was at any time owned or occupied by, or rented or (1) Causing or contributing to the intoxication loaned to, any insured. However, this of any person; subparagraph does not apply to: (2) The furnishing of alcoholic beverages to a (i) "Bodily injury' if sustained within a person under the legal drinking age or building and caused by smoke, under the influence of alcohol; or fumes, vapor or soot produced by or originating from equipment that Page 2 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY is used to heat, cool or dehumidify to perform the normal electrical, the building, or produced by or hydraulic or mechanical functions originating from equipment that is necessary for the operation of used to heat water for personal "mobile equipment" or its parts, if use by the building's occupants or such fuels, lubricants or other their guests; operating fluids escape from a (ii) "Bodily injury' or "property vehicle part designed to hold, store damage" for which you may be or receive them. This exception held liable, if you are a contractor does not apply if the "bodily injury" and the owner or lessee of such or "property damage" arises out of premises, site or location has been the intentional discharge, dispersal added to your policy as an or release of the fuels, lubricants additional insured with respect to or other operating fluids, or if such your ongoing operations performed fuels, lubricants or other operating for that additional insured at that fluids are brought on or to the premises, site or location and such premises, site or location with the premises, site or location is not intent that they be discharged, and never was owned or occupied dispersed or released as part of by, or rented or loaned to, any the operations being performed by insured, other than that additional such insured, contractor or insured; or subcontractor; (iii) "Bodily injury' or "property ii "Bodilyinjury' " damage" arising out of heat, ( ) or tro"property smoke or fumes from a "hostile damage" sustained within a fire"; building and caused by the release of gases, fumes or vapors from (b) At or from any premises, site or materials brought into that building location which is or was at any time in connection with operations being used by or for any insured or others for performed by you or on your behalf the handling, storage, disposal, by a contractor or subcontractor; or processing or treatment of waste; (c) If such "pollutants" are or were at any (iii) Bodily injury or property damage" arising out of heat, time transported, handled, stored, smoke or fumes from a "hostile treated, disposed of, or processed as waste by or for: fire"; or (i) Any insured; or (e) At or from any premises, site or (ii) Any person or organization for location on which any insured or any whom you may be legally contractors or subcontractors working responsible; directly or indirectly on any insured's behalf are or were at any time (d) At or from any premises, site or performing operations to test for, location on which any insured or any monitor, clean up, remove, contain, contractors or subcontractors working treat, detoxify or neutralize, or in any directly or indirectly on any insured's way respond to, or assess the effects behalf are performing operations if the of, "pollutants". "pollutants" are brought on or to the premises, site or location in connection (2) Any loss, cost or expense arising out of with such operations by such insured, any: contractor or subcontractor. However, (a) Request, demand, order or statutory or this subparagraph does not apply to: regulatory requirement that any insured (i) "Bodily injury" or "property or others test for, monitor, clean up, damage" arising out of the escape remove, contain, treat, detoxify or of fuels, lubricants or other neutralize, or in any way respond to, or operating fluids which are needed assess the effects of, "pollutants"; or CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY (b) Claim or suit by or on behalf of any (b) The operation of any of the machinery governmental authority or any other or equipment listed in Paragraph f.(2) person or organization because of or f.(3) of the definition of "mobile testing for, monitoring, cleaning up, equipment"; or removing, containing, treating, (6) An aircraft that is: detoxifying or neutralizing, or in any way responding to, or assessing the (a) Chartered with a pilot to any insured; effects of, "pollutants". (b) Not owned by any insured; and g. Aircraft, Auto Or Watercraft (c) Not being used to carry any person or "Bodily injury" or "property damage" arising out property for a charge. of the ownership, maintenance, use or h. Mobile Equipment entrustment to others of any aircraft, "auto" or "Bodily injury" or "property damage" arising out watercraft owned or operated by or rented or of: loaned to any insured. Use includes operation and "loading or unloading". (1) The transportation of "mobile equipment" by an "auto" owned or operated by or This exclusion applies even if the claims rented or loaned to any insured; or against any insured allege negligence or other (2) The use of "mobile equipment" in, or while wrongdoing in the supervision, hiring, employment, training or monitoring of others by in practice for, or while being prepared for, that insured, if the "occurrence" which caused any prearranged racing, speed, demolition, the "bodily injury" or"property damage" involved or stunting activity. the ownership, maintenance, use or L War entrustment to others of any aircraft, "auto" or "Bodily injury" or "property damage" arising out watercraft that is owned or operated by or of: rented or loaned to any insured. (1) War, including undeclared or civil war; This exclusion does not apply to: (2) Warlike action by a military force, including (1) A watercraft while ashore on premises you action in hindering or defending against an own or rent; actual or expected attack, by any (2) A watercraft you do not own that is: government, sovereign or other authority (a) 50 feet long or less; and using military personnel or other agents; or (b) Not being used to carry any person or (3) Insurrection, rebellion, revolution, usurped property for a charge; power, or action taken by governmental authority in hindering or defending against (3) Parking an auto on, or on the ways next any of these. to, premises you own or rent, provided the "auto" is not owned by or rented or loaned j• Damage To Property to you or the insured; "Property damage" to: (4) Liability assumed under any "insured (1) Property you own, rent, or occupy, contract"for the ownership, maintenance or including any costs or expenses incurred use of aircraft or watercraft; by you, or any other person, organization or (5) "Bodily injury" or "property damage" arising entity, for repair, replacement, out of: enhancement, restoration or maintenance (a) The operation of machinery or of such property for any reason, including prevention of injury to a person or damage equipment that is attached to, or part to another's property; of, a land vehicle that would qualify as mobile equipment under the definition (2) premises you sell, give away or abandon, if of "mobile equipment" if such land the "property damage" arises out of any vehicle were not subject to a part of those premises; compulsory or financial responsibility (3) Property loaned to you; law, or other motor vehicle insurance (4) Personal property in the care, custody or law, where it is licensed or principally control of the insured; garaged; or Page 4 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY (5) That particular part of real property on accidental physical injury to "your product" or which you or any contractors or "your work" after it has been put to its intended subcontractors working directly or indirectly use. on your behalf are performing operations, if n. Recall Of Products,Work Or Impaired the "property damage" arises out of those Property operations; or Damages claimed for any loss, cost or expense (6) That particular part of any property that incurred by you or others for the loss of use, must be restored, repaired or replaced withdrawal, recall, inspection, repair, because "your work" was incorrectly replacement, adjustment, removal or disposal performed on it. of: Paragraphs(1), (3) and (4) of this exclusion do (1) "Your product"; not apply to "premises damage". A separate (2) "Your work"; or limit of insurance applies to"premises damage" as described in Paragraph 6. of Section III — (3) "Impaired property"; Limits Of Insurance. if such product, work, or property is withdrawn Paragraph (2) of this exclusion does not apply if or recalled from the market or from use by any the premises are "your work" and were never person or organization because of a known or occupied, rented or held for rental by you. suspected defect, deficiency, inadequacy or Paragraphs (3), (4), (5) and (6) of this dangerous condition in it. exclusion do not apply to liability assumed o. Personal And Advertising Injury under a sidetrack agreement. "Bodily injury" arising out of "personal and Paragraph (6) of this exclusion does not apply advertising injury'. to "property damage" included in the "products- p. Electronic Data completed operations hazard". Damages arising out of the loss of, loss of use k. Damage To Your Product of, damage to, corruption of, inability to access, "Property damage" to "your product" arising out or inability to manipulate"electronic data". of it or any part of it. However, this exclusion does not apply to I. Damage To Your Work liability for damages because of"bodily injury". "Property damage" to "your work" arising out of q. Unsolicited Communication it or any part of it and included in the"products- "Bodily injury' or "property damage" arising out completed operations hazard". of any actual or alleged violation of any law that This exclusion does not apply if the damaged restricts or prohibits the sending, transmitting work or the work out of which the damage or distributing of"unsolicited communication". arises was performed on your behalf by a subcontractor. r. Access Or Disclosure Of Confidential Or Personal Information m. Damage To Impaired Property Or Property Not Physically Injured "Bodily injury" or "property damage" arising out of any access to or disclosure of any person's "Property damage" to "impaired property" or or organization's confidential or personal property that has not been physically injured, information. arising out of: (1) A defect, deficiency, inadequacy or s. Asbestos dangerous condition in "your product" or (1) "Bodily injury" or "property damage" arising .,your work"; or out of the actual or alleged presence or (2) A delay or failure by you or anyone acting actual, alleged or threatened dispersal of on your behalf to perform a contract or asbestos, asbestos fibers or products agreement in accordance with its terms. containing asbestos, provided that the "bodily injury" or "property damage" is This exclusion does not apply to the loss of use caused or contributed to by the hazardous of other property arising out of sudden and properties of asbestos. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY (2) "Bodily injury" or "property damage" arising employment-related practices described in out of the actual or alleged presence or Paragraph (a), (b), or(c) above is directed. actual, alleged or threatened dispersal of This exclusion applies whether the insured may any solid, liquid, gaseous or thermal irritant be liable as an employer or in any other capacity or contaminant, including smoke, vapors, and to any obligation to share damages with or soot, fumes, acids, alkalis, chemicals and repay someone else who must pay damages waste, and that are part of any claim or because of the"bodily injury". "suit' which also alleges any "bodily injury" Exclusions c. through n. do not apply to "premises or "property damage" described in damage". A separate limit of insurance applies to Paragraph(1) above. "premises damage" as described in Paragraph 6. of (3) Any loss, cost or expense arising out of Section III —Limits Of Insurance. any: COVERAGE B—PERSONAL AND ADVERTISING (a) Request, demand, order or statutory or INJURY LIABILITY regulatory requirement that any insured 1. Insuring Agreement or others test for, monitor, clean up, a. We will pay those sums that the insured remove, contain, treat, detoxify or becomes legally obligated to pay as damages neutralize, or in any way respond to, or because of "personal and advertising injury" to assess the effects of, asbestos, which this insurance applies. We will have the asbestos fibers or products containing right and duty to defend the insured against any asbestos; or "suit" seeking those damages. However, we will (b) Claim or suit by or on behalf of any have no duty to defend the insured against any governmental authority or any other "suit" seeking damages for "personal and person or organization because of advertising injury" to which this insurance does testing for, monitoring, cleaning up, not apply. We may, at our discretion, removing, containing, treating, investigate any offense and settle any claim or detoxifying or neutralizing, or in any "suit"that may result. But: way responding to, or assessing the (1) The amount we will pay for damages is effects of, asbestos, asbestos fibers or limited as described in Section III — Limits products containing asbestos. Of Insurance; and t. Employment-Related Practices (2) Our right and duty to defend end when we "Bodily injury"to: have used up the applicable limit of (1) A person arising out of any: insurance in the payment of judgments or (a) Refusal to employ that person; settlements under Coverages A or B or (b) Termination of that person's medical expenses under Coverage C. employment; or No other obligation or liability to pay sums or (c) Employment-related practice, policy, perform acts or services is covered unless act or omission, such as coercion, explicitly provided for under Supplementary demotion, evaluation, reassignment, Payments. discipline, failure to promote or b. This insurance applies to "personal and advance, harassment, humiliation, advertising injury" caused by an offense arising discrimination, libel, slander, violation out of your business but only if the offense was of the person's right of privacy, committed in the "coverage territory' during the malicious prosecution or false arrest, policy period. detention or imprisonment applied to or 2. Exclusions directed at that person, regardless of whether such practice, policy, act or This insurance does not apply to: omission occurs, is applied or is a. Knowing Violation Of Rights Of Another committed before, during or after the "Personal and advertising injury" caused by or time of that person's employment; or at the direction of the insured with the (2) The spouse, child, parent, brother or sister knowledge that the act would violate the rights of that person as a consequence of "bodily of another and would inflict "personal and injury' to that person at whom any of the advertising injury'. Page 6 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY This exclusion does not apply to "personal against a civil or alternative dispute injury" caused by malicious prosecution. resolution proceeding in which b. Material Published With Knowledge Of damages to which this insurance Falsity applies are alleged. "Personal and advertising injury' arising out of f. Breach Of Contract oral or written publication, including publication "Advertising injury' arising out of a breach of by electronic means, of material, if done by or at contract. the direction of the insured with knowledge of g• Quality Or Performance Of Goods—Failure its falsity. To Conform To Statements c. Material Published Or Used Prior To Policy "Advertising injury" arising out of the failure of Period goods, products or services to conform with (1) "Personal and advertising injury' arising out any statement of quality or performance made of oral or written publication, including in your"advertisement". publication by electronic means, of material h. Wrong Description Of Prices whose first publication took place before the beginning of the policy period; or "Advertising injury" arising out of the wrong description of the price of goods, products or (2) "Advertising injury' arising out of services stated in your"advertisement". infringement of copyright, "title" or "slogan" in your "advertisement" whose first i. Intellectual Property infringement in your "advertisement" was "Personal and advertising injury" arising out of committed before the beginning of the any actual or alleged infringement or violation of policy period. any of the following rights or laws, or any other d. Criminal Acts "personal and advertising injury" alleged in any claim or "suit" that also alleges any such "Personal and advertising injury" arising out of a infringement or violation: criminal act committed by or at the direction of the insured. (1) Copyright; e. Contractual Liability (2) Patent; "Personal and advertising injury" for which the (3) Trade dress; insured has assumed liability in a contract or (4) Trade name; agreement. This exclusion does not apply to (5) Trademark; liability for damages: (6) Trade secret; or (1) That the insured would have in the absence of the contract or agreement; or (7) Other intellectual property rights or laws. (2) Because of "personal injury" assumed by This exclusion does not apply to: you in a contract or agreement that is an (1) "Advertising injury' arising out of any actual "insured contract', provided that the or alleged infringement or violation of "personal injury" is caused by an offense another's copyright, "title" or "slogan" in committed subsequent to the execution of your"advertisement"; or the contract or agreement. Solely for the purposes of liability assumed by you in an (2) Any other "personal and advertising injury" "insured contract", reasonable attorneys' alleged in any claim or "suit" that also fees and necessary litigation expenses alleges any such infringement or violation incurred by or for a party other than an of another's copyright, "title" or "slogan" in insured will be deemed to be damages your"advertisement". because of"personal injury', provided that: j• Insureds In Media And Internet Type (a) Liability to such party for, or for the Businesses cost of, that parry's defense has also "Personal and advertising injury' caused by an been assumed by you in the same offense committed by an insured whose Insured contract"; and business is: (b) Such attorneys' fees and litigation expenses are for defense of that parry (1) Advertising, "broadcasting"or publishing; CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 7 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY (2) Designing or determining content of neutralizing, or in any way responding to, or websites for others; or assessing the effects of, "pollutants". (3) An Internet search, access, content or o. War service provider. "Personal and advertising injury" arising out of: However, this exclusion does not apply to (1) War, including undeclared or civil war; Paragraphs a.(1), (2) and (3) of the definition of "personal injury'. (2) Warlike action by a military force, including action in hindering or defending against an For the purposes of this exclusion: actual or expected attack, by any (1) Creating and producing correspondence government, sovereign or other authority written in the conduct of your business, using military personnel or other agents; or bulletins, financial or annual reports, or (3) Insurrection, rebellion, revolution, usurped newsletters about your goods, products or power, or action taken by governmental services will not be considered the authority in hindering or defending against business of publishing; and any of these. (2) The placing of frames, borders or links, or p, Unsolicited Communication advertising, for you or others anywhere on the Internet will not, by itself, be considered "Personal and advertising injury" arising out of the business of advertising, "broadcasting" any actual or alleged violation of any law that or publishing. restricts or prohibits the sending, transmitting or distributing of"unsolicited communication". k. Electronic Chatrooms Or Bulletin Boards q, Access Or Disclosure Of Confidential Or "Personal and advertising injury' arising out of Personal Information an electronic chatroom or bulletin board the "Personal and advertising injury" arising out of insured hosts or owns, or over which the any access to or disclosure of any person's or insured exercises control. organization's confidential or personal I. Unauthorized Use Of Another's Name Or information. Product r. Asbestos "Personal and advertising injury' arising out of (1) "Personal and advertising injury" arising out the unauthorized use of another's name or of the actual or alleged presence or actual, product in your e-mail address, domain name or alleged or threatened dispersal of asbestos, metatag, or any other similar tactics to mislead asbestos fibers or products containing another's potential customers. asbestos, provided that the "personal and m. Pollution advertising injury' is caused or contributed "Personal and advertising injury' arising out of to by the hazardous properties of asbestos. the actual, alleged or threatened discharge, (2) "Personal and advertising injury" arising out dispersal, seepage, migration, release or of the actual or alleged presence or actual, escape of"pollutants" at any time. alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or n. Pollution-Related contaminant, including smoke, vapors, Any loss, cost or expense arising out of any: soot, fumes, acids, alkalis, chemicals and (1) Request, demand, order or statutory or waste, and that are part of any claim or regulatory requirement that any insured or "suit" which also alleges any"personal and others test for, monitor, clean up, remove, advertising injury" described in Paragraph contain, treat, detoxify or neutralize, or in (1) above. any way respond to, or assess the effects (3) Any loss, cost or expense arising out of of, "pollutants"; or any: (2) Claim or suit by or on behalf of any (a) Request, demand, order or statutory or governmental authority or any other person regulatory requirement that any insured or organization because of testing for, or others test for, monitor, clean up, monitoring, cleaning up, removing, remove, contain, treat, detoxify or containing, treating, detoxifying or neutralize, or in any way respond to, or Page 8 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY assess the effects of, asbestos, (3) Because of your operations; asbestos fibers or products containing provided that: asbestos; or (b) Claim or suit by or on behalf of any (a) The accident takes place in the "coverage territory and during the policy period; governmental authority or any other person or organization because of (b) The expenses are incurred and reported to testing for, monitoring, cleaning up, us within one year of the date of the removing, containing, treating, accident;and detoxifying or neutralizing, or in any (c) The injured person submits to examination, way responding to, or assessing the at our expense, by physicians of our choice effects of, asbestos, asbestos fibers or as often as we reasonably require. products containing asbestos. b. We will make these payments regardless of s. Employment-Related Practices fault. These payments will not exceed the "Personal injury"to: applicable limit of insurance. We will pay (1) A person arising out of any: reasonable expenses for: (1) First aid administered at the time of an (a) Refusal to employ that person; accident; (b) Termination of that person's (2) Necessary medical, surgical, X-ray and employment; or dental services, including prosthetic (c) Employment-related practice, policy, devices; and act or omission, such as coercion, reassignment, (3) Necessary ambulance, hospital, demotion, evaluation, reassi g professional nursing and funeral services. discipline, failure to promote or advance, harassment, humiliation, 2. Exclusions discrimination, libel, slander, violation We will not pay expenses for"bodily injury": of the person's right of privacy, a. Any Insured malicious prosecution or false arrest, To any insured, except"volunteer workers". detention or imprisonment applied to or directed at that person, regardless of b. Hired Person whether such practice, policy, act or To a person hired to do work for or on behalf of omission occurs, is applied or is any insured or a tenant of any insured. committed before, during or after the c. Injury On Normally Occupied Premises time of that person's employment; or To a person injured on that part of premises (2) The spouse, child, parent, brother or sister you own or rent that the person normally of that person as a consequence of occupies. "personal injury' to that person at whom any of the employment-related practices d. Workers' Compensation And Similar Laws described in Paragraph (a), (b), or (c) To a person, whether or not an "employee" of above is directed. any insured, if benefits for the"bodily injury" are This exclusion applies whether the insured may payable or must be provided under a workers' be liable as an employer or in any other capacity compensation or disability benefits law or a and to any obligation to share damages with or similar law. repay someone else who must pay damages e. Athletics Activities because of the"personal injury". To a person injured while practicing, instructing COVERAGE C—MEDICAL PAYMENTS or participating in any physical exercises or 1. Insuring Agreement games, sports, or athletic contests. a. We will pay medical expenses as described f. Products-Completed Operations Hazard below for"bodily injury" caused by an accident: Included within the "products-completed (1) On premises you own or rent; operations hazard". (2) On ways next to premises you own or rent; g• Coverage A Exclusions or Excluded under Coverage A. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS assumed by the insured in the same "insured 1. We will pay, with respect to any claim we contract"; investigate or settle, or any"suit" against an insured d. The allegations in the"suit" and the information we defend: we know about the "occurrence" or offense are such that no conflict appears to exist between a. All expenses we incur. the interests of the insured and the interests of b. Up to $2,500 for the cost of bail bonds required the indemnitee; because of accidents or traffic law violations e. The indemnitee and the insured ask us to arising out of the use of any vehicle to which conduct and control the defense of that the Bodily Injury Liability Coverage applies. We indemnitee against such "suit" and agree that do not have to furnish these bonds. we can assign the same counsel to defend the c. The cost of bonds to release attachments, but insured and the indemnitee; and only for bond amounts within the applicable limit f. The indemnitee: of insurance. We do not have to furnish these (1) Agrees in writing to: bonds. (a) Cooperate with us in the investigation, d. All reasonable expenses incurred by the settlement or defense of the"suit"; insured at our request to assist us in the (b) Immediately send us copies of any investigation or defense of the claim or "suit", demands, notices, summonses or legal including actual loss of earnings up to $500 a papers received in connection with the day because of time off from work. "suit"; e. All court costs taxed against the insured in the (c) Notify any other insurer whose "suit". However, these payments do not include coverage is available to the indemnitee; attorneys' fees or attorneys' expenses taxed and against the insured. (d) Cooperate with us with respect to f. Prejudgment interest awarded against the coordinating other applicable insurance insured on that part of the judgment we pay. If available to the indemnitee; and we make an offer to pay the applicable limit of (2) Provides us with written authorization to: insurance, we will not pay any prejudgment interest based on that period of time after the (a) Obtain records and other information related to the"suit"; and offer. g. All interest on the full amount of any judgment (b) Conduct and control the defense of the that accrues after entry of the judgment and indemnitee in such "suit". before we have paid, offered to pay, or So long as the above conditions are met, attorneys' deposited in court the part of the judgment that fees incurred by us in the defense of that is within the applicable limit of insurance. indemnitee, necessary litigation expenses incurred These payments will not reduce the limits of by us and necessary litigation expenses incurred by insurance. the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the 2. If we defend an insured against a "suit" and an provisions of Paragraph 2.b.(2) of Section I — indemnitee of the insured is also named as a party Coverages — Coverage A — Bodily Injury And to the "suit", we will defend that indemnitee if all of Property Damage Liability or Paragraph 2.e. of the following conditions are met: Section I — Coverages — Coverage B — Personal a. The "suit" against the indemnitee seeks And Advertising Injury Liability, such payments will damages for which the insured has assumed not be deemed to be damages for "bodily injury', the liability of the indemnitee in a contract or "property damage" or "personal injury", and will not agreement that is an "insured contract"; reduce the limits of insurance. b. This insurance applies to such liability assumed Our obligation to defend an insured's indemnitee by the insured; and to pay for attorneys' fees and necessary c. The obligation to defend, or the cost of the litigation expenses as Supplementary Payments defense of, that indemnitee, has also been ends when: Page 10 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY a. We have used up the applicable limit of workers" while performing duties insurance in the payment of judgments, related to the conduct of your settlements or medical expenses; or business; b. The conditions set forth above, or the terms of (b) To the spouse, child, parent, brother or the agreement described in Paragraph f. above, sister of that co-"employee" or are no longer met. "volunteer worker" as a consequence SECTION II—WHO IS AN INSURED of Paragraph(1)(a) above; 1. If you are designated in the Declarations as: (c) For which there is any obligation to a. An individual, you and your spouse are share damages with or repay someone insureds, but only with respect to the conduct else who must pay damages because of a business of which you are the sole owner. of the injury described in Paragraph b. A partnership or joint venture, you are an (1)(a) or(b) above; or insured. Your members, your partners, and (d) Arising out of his or her providing or their spouses are also insureds, but only with failing to provide professional health respect to the conduct of your business. care services. c. A limited liability company, you are an insured. Unless you are in the business or Your members are also insureds, but only with occupation of providing professional health respect to the conduct of your business. Your care services, Paragraphs (1)(a), (b), (c) managers are insureds, but only with respect to and (d) above do not apply to bodily injury" arising out of providing or failing to provide their duties as your managers. first aid or "Good Samaritan services" by d. An organization other than a partnership, joint any of your "employees" or "volunteer venture or limited liability company, you are an workers", other than an employed or insured. Your "executive officers" and directors volunteer doctor. Any such "employees" or are insureds, but only with respect to their "volunteer workers" providing or failing to duties as your officers or directors. Your provide first aid or "Good Samaritan stockholders are also insureds, but only with services" during their work hours for you respect to their liability as stockholders. will be deemed to be acting within the e. A trust, you are an insured. Your trustees are scope of their employment by you or also insureds, but only with respect to their performing duties related to the conduct of duties as trustees. your business. 2. Each of the following is also an insured: (2) "Property damage" to property: a. Your "volunteer workers" only while performing (a) Owned, occupied or used by; duties related to the conduct of your business, (b) Rented to, in the care, custody or or your "employees", other than either your control of, or over which physical "executive officers" (if you are an organization control is being exercised for any other than a partnership,joint venture or limited purpose by; liability company) or your managers (if you are a you, any of your "employees", "volunteer limited liability company), but only for acts workers", any partner or member(if you are within the scope of their employment by you or a partnership or joint venture), or any while performing duties related to the conduct member (if you are a limited liability of your business. However, none of these company). "employees" or "volunteer workers" are insureds for: b. Any person (other than your "employee" or "volunteer worker"), or any organization, while (1) "Bodily injury" or"personal injury": acting as your real estate manager. (a) To you, to your partners or members (if c. Any person or organization having proper you are a partnership or joint venture), temporary custody of your property if you die, to your members (if you are a limited but only: liability company), to a co-"employee" while in the course of his or her (1) With respect to liability arising out of the employment or performing duties maintenance or use of that property; and related to the conduct of your (2) Until your legal representative has been business, or to your other "volunteer appointed. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, but only b. Arises out of the ownership, maintenance or with respect to duties as such. That use of that part of any premises leased to you. representative will have all your rights and The insurance provided to such premises owner, duties under this Coverage Part. manager or lessor is subject to the following e. Any person or organization that, with your provisions: express or implied consent, either uses or is a. The limits of insurance provided to such responsible for the use of a watercraft that you premises owner, manager or lessor will be the do not own that is: minimum limits that you agreed to provide in the (1) 50 feet long or less; and written contract or agreement, or the limits (2) Not being used to carry any person or shown in the Declarations, whichever are less. property for a charge. b. The insurance provided to such premises 3. Any organization you newly acquire or form, other owner, manager or lessor does not apply to: than a partnership, joint venture or limited liability (1) Any "bodily injury" or "property damage" company, and of which you are the sole owner or in that occurs, or "personal and advertising which you maintain an ownership interest of more injury" caused by an offense that is than 50%,will qualify as a Named Insured if there is committed, after you cease to be a tenant in no other similar insurance available to that that premises; or organization. However: (2) Structural alterations, new construction or a. Coverage under this provision is afforded only demolition operations performed by or on until the 180th day after you acquire or form the behalf of such premises owner, manager or organization or the end of the policy period, lessor. whichever is earlier; 5. Any person or organization that is an equipment b. Coverage A does not apply to "bodily injury" or lessor and that you have agreed in a written contract "property damage" that occurred before you or agreement to include as an additional insured on acquired or formed the organization; and this Coverage Part is an insured, but only with c. Coverage B does not apply to "personal and respect to liability for "bodily injury", "property advertising injury" arising out of an offense damage", or"personal and advertising injury"that: committed before you acquired or formed the a. Is "bodily injury' or "property damage" that organization. occurs, or is "personal and advertising injury" For the purposes of Paragraph 1. of Section II — caused by an offense that is committed, Who Is An Insured, each such organization will be subsequent to the signing of that contract or deemed to be designated in the Declarations as: agreement; and b. Is caused, in whole or in part, by your acts or a. An organization, other than a partnership, joint omissions in the maintenance, operation or use venture or limited liability company, or of equipment leased to you by such equipment b. A trust; lessor. as indicated in its name or the documents that The insurance provided to such equipment lessor is govern its structure. subject to the following provisions: a. The limits of insurance provided to such 4. Any person or organization that is a premises equipment lessor will be the minimum limits that owner, manager or lessor and that you have agreed you agreed to provide in the written contract or in a written contract or agreement to include as an agreement, or the limits shown in the additional insured on this Coverage Part is an Declarations, whichever are less. insured, but only with respect to liability for "bodily injury", "property damage" or "personal and b. The insurance provided to such equipment advertising injury"that: lessor does not apply to any "bodily injury" or "property damage" that occurs, or "personal a. Is "bodily injury" or "property damage" that and advertising injury" caused by an offense occurs, or is "personal and advertising injury" that is committed, after the equipment lease caused by an offense that is committed, expires. subsequent to the signing of that contract or No person or organization is an insured with respect to agreement; and the conduct of any current or past partnership, joint Page 12 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY venture or limited liability company that is not shown as a. The amount shown for the Damage To a Named Insured in the Declarations. This paragraph Premises Rented To You Limit in the does not apply to any such partnership,joint venture or Declarations of this Coverage Part; or limited liability company that otherwise qualifies as an b. $300,000 if no amount is shown for the insured under Section II —Who Is An Insured. Damage To Premises Rented To You Limit in SECTION III—LIMITS OF INSURANCE the Declarations of this Coverage Part. 1. The Limits of Insurance shown in the Declarations 7• Subject to Paragraph S. above, the Medical and the rules below fix the most we will pay Expense Limit is the most we will pay under regardless of the number of: Coverage C for all medical expenses because of "bodily injury' sustained by any one person. a. Insureds; The Limits of Insurance of this Coverage Part apply b. Claims made or"suits" brought; or separately to each consecutive annual period and to any c. Persons or organizations making claims or remaining period of less than 12 months, starting with bringing "suits". the beginning of the policy period shown in the 2. The General Aggregate Limit is the most we will pay Declarations, unless the policy period is extended after for the sum of: issuance for an additional period of less than 12 months. In that case, the additional period will be a. Medical expenses under Coverage C; deemed part of the last preceding period for purposes of b. Damages under Coverage A, except damages determining the Limits of Insurance. because of "bodily injury" or "property damage" SECTION IV—COMMERCIAL GENERAL LIABILITY included in the "products-completed operations CONDITIONS hazard"; and 1. Bankruptcy c. Damages under Coverage B. Bankruptcy or insolvency of the insured or of the 3. The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligations Limit is the most we will pay under Coverage A for under this Coverage Part. damages because of "bodily injury" and "property 2 Duties In The Event Of Occurrence, Offense, damage" included in the "products-completed operations hazard". Claim Or Suit 4. Subject to Paragraph 2. above, the Personal And a. You must see to it that we are notified as soon Advertising Injury Limit is the most we will pay as practicable of an "occurrence" or an offense under Coverage B for the sum of all damages which may result in a claim. To the extent because of all "personal injury" and "advertising possible, notice should include: injury" sustained by any one person or organization. (1) How, when and where the "occurrence" or S. Subject to Paragraph 2. or 3. above, whichever offense took place; applies, the Each Occurrence Limit is the most we (2) The names and addresses of any injured will pay for the sum of: persons and witnesses; and a. Damages under Coverage A; and (3) The nature and location of any injury or b. Medical expenses under Coverage C; damage arising out of the "occurrence" or offense. because of all "bodily injury" and "property damage" arising out of any one"occurrence". b. If a claim is made or "suit" is brought against any insured,you must: For the purposes of determining the applicable (1) Immediately record the specifics of the Each Occurrence Limit, all related acts or omissions committed in providing or failing to claim or"suit" and the date received; and provide first aid or "Good Samaritan services" to (2) Notify us as soon as practicable. any one person will be deemed to be one You must see to it that we receive written notice "occurrence". of the claim or"suit" as soon as practicable. 6. Subject to Paragraph S. above, the Damage To c. You and any other involved insured must: Premises Rented To You Limit is the most we will (1) Immediately send us copies of any pay under Coverage A for damages because of "premises damage" to any one premises. The demands, notices, summonses or legal Damage To Premises Rented To You Limit will be: papers received in connection with the claim or"suit"; CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other (iii) An executive officer or director of information; any other organization; or (3) Cooperate with us in the investigation or (iv) A trustee of any trust; settlement of the claim or defense against the"suit"; and that is your partner, joint venture member, manager or trustee; or (4) Assist us, upon our request, in the enforcement of any right against any (b) Any employee authorized by such person or organization which may be liable partnership, joint venture, limited to the insured because of injury or damage liability company, trust or other organization to give notice of an to which this insurance may also apply. "occurrence" or offense. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any (3) Notice to us of such "occurrence" or obligation, or incur any expense, other than for offense will be deemed to be given as soon first aid,without our consent. as practicable if it is given in good faith as soon as practicable to your workers' e. The following provisions apply to Paragraph a. compensation insurer. This applies only if above, but only for purposes of the insurance you subsequently give notice to us of the provided under this Coverage Part to you or any "occurrence" or offense as soon as insured listed in Paragraph 1. or 2. of Section II practicable after any of the persons —Who Is An Insured: described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense (1) Notice to us of such "occurrence" or may result in sums to which the insurance offense must be given as soon as provided under this Coverage Part may practicable only after the "occurrence" or apply. offense is known to you (if you are an However, if this policy includes an endorsement individual), any of your partners or that provides limited coverage for"bodily injury" members who is an individual (if you are a or "property damage" or pollution costs arising partnership or joint venture), any of your out of a discharge, release or escape of managers who is an individual (if you are a "pollutants" which contains a requirement that limited liability company), any of your the discharge, release or escape of"pollutants" "executive officers" or directors (if you are must be reported to us within a specific number an organization other than a partnership, of days after its abrupt commencement, this joint venture, or limited liability company), Paragraph e. does not affect that requirement. any of your trustees who is an individual (if you are a trust) or any "employee" 3. Legal Action Against Us authorized by you to give notice of an No person or organization has a right under this "occurrence" or offense. Coverage Part: (2) If you are a partnership, joint venture, a. To join us as a party or otherwise bring us into limited liability company or trust, and none a"suit" asking for damages from an insured; or of your partners, joint venture members, b. To sue us on this Coverage Part unless all of managers or trustees are individuals, notice its terms have been fully complied with. to us of such "occurrence" or offense must A person or organization may sue us to recover on be given as soon as practicable only after an agreed settlement or on a final judgment against the"occurrence" or offense is known by: an insured; but we will not be liable for damages (a) Any individual who is: that are not payable under the terms of this Coverage Part or that are in excess of the (i) A partner or member of any applicable limit of insurance. An agreed settlement partnership or joint venture; means a settlement and release of liability signed by (ii) A manager of any limited liability us, the insured, and the claimant or the claimant's company; legal representative. Page 14 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii) That is insurance for "premises If valid and collectible other insurance is available to damage"; the insured for a loss we cover under Coverages A (iii) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a. and b. below. "autos" or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance, or the funding of Coverage Part that applies to losses, that is provided by, through or on behalf of: aircraft, "autos" or watercraft; (i) Another insurance company; (iv) That is insurance available to a premises owner, manager or (ii) Us or any of our affiliated insurance companies, lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II — Occurrence Limit provision of Paragraph S. of Who Is An Insured, except when Section III — Limits Of Insurance or the Non Paragraph d. below applies; or cumulation of Personal and Advertising Injury (v) That is insurance available to an Limit provision of Paragraph 4. of Section III — equipment lessor that qualifies as Limits of Insurance applies because the an insured under Paragraph 5. of Amendment — Non Cumulation Of Each Section II — Who Is An Insured, Occurrence Limit Of Liability And Non except when Paragraph d. below Cumulation Of Personal And Advertising Injury applies. Limit endorsement is included in this policy; (iii)Any risk retention group; or (b) Any of the other insurance, whether primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any"suit" if any insurer means a provider of other insurance. As other insurer has a duty to defend the insured against that "suit". If no other used in Paragraph c. below, insurer means a insurer defends, we will undertake to do so, provider of insurance. but we will be entitled to the insured's rights a. Primary Insurance against all those other insurers. This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies. If this insurance is insurance, we will pay only our share of the primary, our obligations are not affected unless amount of the loss, if any, that exceeds the any of the other insurance is also primary. sum of: Then, we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c. below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance; and b. Excess Insurance (b) The total of all deductible and self- insured amounts under all that other (1) This insurance is excess over: insurance. (a) Any of the other insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance provision and was not bought specifically to (i) That is Fire, Extended Coverage, apply in excess of the Limits of Insurance Builder's Risk, Installation Risk or shown in the Declarations of this Coverage similar coverage for"your work"; Part. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit" is brought. (1) The "bodily injury" or"property damage" for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must subsequent to the signing of that contract or do nothing after loss to impair them. At our request, agreement by you. the insured will bring "suit" or transfer those rights 5. Premium Audit to us and help us enforce them. 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured. The due date for audit and retrospective premiums is the date SECTION V—DEFINITIONS shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy,you agree: for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY 2. "Advertising injury": b. In, by or with any other electronic means of a. Means injury caused by one or more of the communication, such as the Internet, if that following offenses: material is part of: (1) Oral or written publication, including (1) Radio or television programming being publication by electronic means, of material transmitted; in your "advertisement" that slanders or (2) Other entertainment, educational, libels a person or organization or d instructional, music or news programming disparages a person's or organization's goods, products or services, provided that being transmitted; or the claim is made or the"suit" is brought by (3) Advertising transmitted with any of such a person or organization that claims to have programming. been slandered or libeled, or that claims to have had its goods, products or services 6. "Coverage territory means: disparaged; a. The United States of America (including its (2) Oral or written publication, including territories and possessions), Puerto Rico and publication by electronic means, of material Canada; in your"advertisement"that: b. International waters or airspace, but only if the (a) Appropriates a person's name, voice, injury or damage occurs in the course of travel photograph or likeness; or or transportation between any places included (b) Unreasonably places a person in a in Paragraph a. above; or false light; or c. All other parts of the world if the injury or (3) Infringement of copyright, "title" or "slogan" damage arises out of: in your "advertisement", provided that the (1) Goods or products made or sold by you in claim is made or the "suit" is brought by a the territory described in Paragraph a. person or organization that claims above; ownership of such copyright, "title" or "slogan". (2) The activities of a person whose home is in the territory described in Paragraph a. b. Includes "bodily injury" caused by one or more above, but is away for a short time on your of the offenses described in Paragraph a. business; or above. 3. "Auto" means: (3) "Personal and advertising injury" offenses that take place through the Internet or a. A land motor vehicle, trailer or semitrailer similar electronic means of communication; designed for travel on public roads, including provided the insured's responsibility to pay any attached machinery or equipment; or damages is determined in a "suit" on the merits in b. Any other land vehicle that is subject to a the territory described in Paragraph a. above, or in a compulsory or financial responsibility law, or settlement we agree to. other motor vehicle insurance law, where it is licensed or principally garaged. 7. "Electronic data" means information, facts or However, "auto" does not include "mobile programs stored as or on, created or used on, or transmitted to or from computer software (including equipment". systems and applications software), hard or floppy 4. "Bodily injury" means: disks, CD-ROMs, tapes, drives, cells, data a. Physical harm, including sickness or disease, processing devices or any other media which are sustained by a person; or used with electronically controlled equipment. b. Mental anguish, injury or illness, or emotional 8. "Employee" includes a "leased worker". "Employee" distress, resulting at any time from such does not include a "temporary worker". physical harm, sickness or disease. 9. "Executive officer" means a person holding any of S. "Broadcasting" means transmitting any audio or the officer positions created by your charter, visual material for any purpose: constitution, bylaws or any other similar governing a. By radio or television; or document. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 17 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY 10. "Good Samaritan services" means any emergency tracks, roadbeds, tunnel, underpass or medical services for which no compensation is crossing; demanded or received. (2) That indemnifies an architect, engineer or 11. "Hostile fire" means a fire which becomes surveyor for injury or damage arising out of: uncontrollable or breaks out from where it was intended to be. (a) Preparing, approving, or failing to prepare or approve, maps, shop 12. "Impaired property" means tangible property, other drawings, opinions, reports, surveys, than "your product" or "your work", that cannot be field orders, change orders or drawings used or is less useful because: and specifications; or a. It incorporates "your product" or "your work" (b) Giving directions or instructions, or that is known or thought to be defective, failing to give them, if that is the deficient, inadequate or dangerous; or primary cause of the injury or damage; b. You have failed to fulfill the terms of a contract or or agreement; (3) Under which the insured, if an architect, if such property can be restored to use by the engineer or surveyor, assumes liability for repair, replacement, adjustment or removal of "your an injury or damage arising out of the product" or"your work" or your fulfilling the terms of insured's rendering or failure to render the contract or agreement. professional services, including those listed in Paragraph (2) above and supervisory, 13. "Insured contract" means: inspection, architectural or engineering a. A contract for a lease of premises. However, activities. that portion of the contract for a lease of 14. "Leased worker" means a person leased to you by a premises that indemnifies any person or labor leasing firm under an agreement between you organization for "premises damage" is not an and the labor leasing firm, to perform duties related "insured contract"; to the conduct of your business. "Leased worker" b. A sidetrack agreement; does not include a "temporary worker". c. Any easement or license agreement, except in 15. "Loading or unloading" means the handling of connection with construction or demolition property: operations on or within 50 feet of a railroad; a. After it is moved from the place where it is d. An obligation, as required by ordinance, to accepted for movement into or onto an aircraft, indemnify a municipality, except in connection watercraft or"auto"; with work for a municipality; b. While it is in or on an aircraft, watercraft or e. An elevator maintenance agreement; "auto"; or f. That part of any other contract or agreement c. While it is being moved from an aircraft, pertaining to your business (including an watercraft or "auto" to the place where it is indemnification of a municipality in connection finally delivered; with work performed for a municipality) under but "loading or unloading" does not include the which you assume the tort liability of another movement of property by means of a mechanical party to pay for "bodily injury", "property device, other than a hand truck, that is not attached damage" or "personal injury' to a third person to the aircraft, watercraft or"auto". or organization. Tort liability means a liability 16. "Mobile equipment" means any of the following that would be imposed by law in the absence of types of land vehicles, including any attached any contract or agreement. machinery or equipment: Paragraph f. does not include that part of any a. Bulldozers, farm machinery, forklifts and other contract or agreement: vehicles designed for use principally off public (1) That indemnifies a railroad for "bodily roads; injury' or "property damage" arising out of b. Vehicles maintained for use solely on or next to construction or demolition operations, premises you own or rent; within 50 feet of any railroad property and affecting any railroad bridge or trestle, c. Vehicles that travel on crawler treads; Page 18 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY d. Vehicles, whether self-propelled or not, b. An act or omission committed in providing or maintained primarily to provide mobility to failing to provide first aid or "Good Samaritan permanently mounted: services" to a person, unless you are in the (1) Power cranes, shovels, loaders, diggers or business or occupation of providing drills; or professional health care services. (2) Road construction or resurfacing 18. "Personal and advertising injury' means "personal equipment such as graders, scrapers or injury" or"advertising injury". rollers; 19. "Personal injury": e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are a. Means injury, other than "advertising injury', maintained primarily to provide mobility to caused by one or more of the following permanently attached equipment of the offenses: following types: (1) False arrest, detention or imprisonment; (1) Air compressors, pumps and generators, (2) Malicious prosecution; including spraying, welding, building cleaning, geophysical exploration, lighting (3) The wrongful eviction from, wrongful entry and well servicing equipment; or into, or invasion of the right of private (2) Cherry pickers and similar devices used to occupancy of a room, dwelling or premises raise or lower workers; that a person occupies, provided that the f. Vehicles not described in Paragraph a., b., c. wrongful eviction, wrongful entry or invasion or d. above maintained primarily for purposes of the right of private occupancy is other than the transportation of persons or committed by or on behalf of the owner, cargo. landlord or lessor of that room, dwelling or However, self-propelled vehicles with the premises; following types of permanently attached (4) Oral or written publication, including equipment are not "mobile equipment" but will publication by electronic means, of material be considered "autos": that slanders or libels a person or (1) Equipment designed primarilyfor: organization or disparages a person's or (a) Snow removal; organization's goods, products or services, provided that the claim is made or the "suit" (b) Road maintenance, but not is brought by a person or organization that construction or resurfacing; or claims to have been slandered or libeled, or (c) Street cleaning; that claims to have had its goods, products (2) Cherry pickers and similar devices or services disparaged; or mounted on automobile or truck chassis (5) Oral or written publication, including and used to raise or lower workers; and publication by electronic means, of material (3) Air compressors, pumps and generators, that: including spraying, welding, building (a) Appropriates a person's name, voice, cleaning, geophysical exploration, lighting photograph or likeness, or and well servicing equipment. However, "mobile equipment" does not include any (b) Unreasonably places a person in a land vehicle that is subject to a compulsory or false light. financial responsibility law, or other motor vehicle b. Includes "bodily injury" caused by one or more insurance law, where it is licensed or principally of the offenses described in Paragraph a. garaged. Such land vehicles are considered above. "autos". 20. "Pollutants" mean any solid, liquid, gaseous or 17. "Occurrence" means: thermal irritant or contaminant, including smoke, a. An accident, including continuous or repeated vapor, soot, fumes, acids, alkalis, chemicals and exposure to substantially the same general waste. Waste includes materials to be recycled, harmful conditions; or reconditioned or reclaimed. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY 21. "Premises damage" means: contract calls for work at more than a. With respect to the first paragraph of the one job site. exceptions in Exclusion j. of Section I — (c) When that part of the work done at a Coverage A — Bodily Injury And Property job site has been put to its intended Damage Liability, "property damage" to any use by any person or organization other premises while rented to you for a period of than another contractor or seven or fewer consecutive days, including the subcontractor working on the same contents of such premises; or project. b. With respect to the exception to Exclusions c. Work that may need service, maintenance, through n. in the last paragraph of Paragraph 2. correction, repair or replacement, but which of Section I — Coverage A — Bodily Injury And is otherwise complete, will be treated as Property Damage Liability, "property damage" to completed. any premises while rented to you for a period of more than seven consecutive days, or while b. Does not include "bodily injury' or "property temporarily occupied by you with permission of damage" arising out of: the owner, caused by: (1) The transportation of property, unless the (1) Fire; injury or damage arises out of a condition in (2) Explosion; or on a vehicle not owned or operated by you, and that condition was created by the (3) Lightning; "loading or unloading" of that vehicle by any (4) Smoke resulting from fire, explosion or insured; lightning; or (2) The existence of tools, uninstalled (5) Water. equipment or abandoned or unused But "premises damage" under this Paragraph materials; or b. does not include "property damage" to any (3) Products or operations for which the premises caused by: classification, listed in the Declarations or in a policy Schedule, states that products- (1) Rupture, bursting, or operation of pressure completed operations are subject to the relief devices; General Aggregate Limit. (2) Rupture or bursting due to expansion or 23. "Property damage" means: swelling of the contents of any building or structure caused by or resulting from water; a. Physical injury to tangible property, including all or resulting loss of use of that property. All such loss of use will be deemed to occur at the time of (3) Explosion of steam boilers, steam pipes, the physical injury that caused it; or steam engines or steam turbines. b. Loss of use of tangible property that is not 22. "Products-completed operations hazard": physically injured. All such loss of use will be a. Includes all "bodily injury" and "property deemed to occur at the time of the "occurrence" damage" occurring away from premises you that caused it. own or rent and arising out of "your product" or For the purposes of this insurance, "electronic data" "your work" except: is not tangible property. (1) Products that are still in your physical 24. "Slogan": possession; or a. Means a phrase that others use for the purpose (2) Work that has not yet been completed or of attracting attention in their advertising. abandoned. However, "your work" will be b. Does not include a phrase used as, or in, the deemed completed at the earliest of the name of: following times: (1) Any person or organization, other than you; (a) When all of the work called for in your or contract has been completed. (2) Any business, or any of the premises, (b) When all of the work to be done at the goods, products, services or work, of any job site has been completed if your person or organization, other than you. Page 20 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office,Inc.with its permission. COMMERCIAL GENERAL LIABILITY 25. "Suit" means a civil proceeding in which damages (a) You; because of "bodily injury", "property damage" or (b) Others trading under your name; or "personal and advertising injury' to which this insurance applies are alleged. "Suit" includes: (c) A person or organization whose business or assets you have acquired; a. An arbitration proceeding in which such and damages are claimed and to which the insured must submit or does submit with our consent; (2) Containers (other than vehicles), materials, or parts or equipment furnished in connection with such goods or products. b. Any other alternative dispute resolution b. Includes: proceeding in which such damages are claimed and to which the insured submits with our (1) Warranties or representations made at any consent. time with respect to the fitness, quality, durability, performance or use of "your 26. "Temporary worker" means a person who is product"; and furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- (2) The providing of or failure to provide term workload conditions. warnings or instructions. 27. "Title" means a name of a literary or artistic work. c. Does not include vending machines or other property rented to or located for the use of 28. "Unsolicited communication" means any others but not sold. communication, in any form, that the recipient of such communication did not specifically request to 31. "Your work": receive. a. Means: 29. "Volunteer worker" means a person who is not your (1) Work or operations performed by you or on "employee", and who donates his or her work and your behalf; and acts at the direction of and within the scope of (2) Materials, parts or equipment furnished in duties determined by you, and is not paid a fee, connection with such work or operations. salary or other compensation by you or anyone else for their work performed for you. b. Includes: 30. "Your product": (1) Warranties or representations made at any time with respect to the fitness, quality, a. Means: durability, performance or use of "your (1) Any goods or products, other than real work"; and property, manufactured, sold, handled, (2) The providing of or failure to provide distributed or disposed of by: warnings or instructions. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 21 of 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Policy: P6308W600538COF24 6/30/24-6/30/25 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITYCOVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties,and what is and is not covered. A. Non-Owned Watercraft—75 Feet Long Or Less H. Blanket Additional Insured — Governmental B. Who Is An Insured—Unnamed Subsidiaries Entities — Permits Or Authorizations Relating To C. Who Is An Insured — Retired Partners, Members, Premises Directors And Employees I. Blanket Additional Insured — Governmental D. Who Is An Insured — Employees And Volunteer Entities — Permits Or Authorizations Relating To Workers — Bodily Injury To Co-Employees, Co- Operations Volunteer Workers And Retired Partners, J. Incidental Medical Malpractice Members, Directors And Employees K. Medical Payments— Increased Limit E. Who Is An Insured — Newly Acquired Or Formed L. Amendment Of Excess Insurance Condition — Limited Liability Companies Professional Liability F. Blanket Additional Insured —Controlling Interest M. Blanket Waiver Of Subrogation—When Required G. Blanket Additional Insured — Mortgagees, By Written Contract Or Agreement Assignees, Successors Or Receivers N. Contractual Liability—Railroads PROVISIONS uses or is responsible for the use of a A. NON-OWNED WATERCRAFT — 75 FEET watercraft that you do not own that is: LONG OR LESS (1) 75 feet long or less; and 1. The following replaces Paragraph (2) of (2) Not being used to carry any person Exclusion g., Aircraft, Auto Or Watercraft, or propertyfor a charge; in Paragraph 2. of SECTION I — B. WHO IS AN INSURED — UNNAMED COVERAGES — COVERAGE A — BODILY SUBSIDIARIES INJURY AND PROPERTY DAMAGE The following is added to SECTION II —WHO IS LIABILITY: AN INSURED: (2) A watercraft you do not own that is: Any of your subsidiaries, other than a partnership (a) 75 feet long or less; and or joint venture, that is not shown as a Named (b) Not being used to carry any person Insured in the Declarations is a Named Insured or property for a charge; if: 2. The following replaces Paragraph 2.e. of a. You are the sole owner of, or maintain an SECTION II—WHO IS AN INSURED: ownership interest of more than 50% i n, such e. Any person or organization that, with subsidiary on the first day of the policy your express or implied consent, either period; and CG D3 79 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under Unless you are in the business or occupation similar other insurance. of providing professional health care No such subsidiary is an insured for "bodily services, Paragraphs (1)(a), (b), (c) and (d) injury" or "property damage" that occurred, or above do not apply to "bodily injury" arising "personal and advertising injury" caused by an out of providing or failing to provide first aid offense committed: or "Good Samaritan services" by any of your retired partners, members, directors or a. Before you maintained an ownership interest "employees", other than a doctor. Any such of more than 50% i n such subsidiary; or retired partners, members, directors or b. After the date, if any, during the policy period "employees" providing or failing to provide that you no longer maintain an ownership first aid or "Good Samaritan services" during interest of more than 50% in such subsidiary. their work hours for you will be deemed to be acting within the scope of their employment For purposes of Paragraph 1. of Section II —Who by you or performing duties related to the Is An Insured, each such subsidiary will be conduct of your business. deemed to be designated in the Declarations as: (2) "Personal injury": a. A limited liability company; b. An organization other than a partnership, (a) To you, to your current or retired g p p, partners or members (if you are a joint venture or limited liability company; or partnership or joint venture), to your c. A trust; current or retired members (if you are a as indicated in its name or the documents that limited liability company), to your other current or retired directors or govern its structure. "employees" while in the course of his or C. WHO IS AN INSURED—RETIRED PARTNERS, her employment or performing duties MEMBERS, DIRECTORS AND EMPLOYEES related to the conduct of your business, or to your other "volunteer workers" The following is added to Paragraph 2. of while performing duties related to the SECTION II—WHO IS AN INSURED: conduct of your business; Any person who is your retired partner, member, (b) To the spouse, child, parent, brother or director or"employee"that is performing services sister of that current or retired partner, for you under your direct supervision, but only for member, director, "employee" or acts within the scope of their employment by you "volunteer worker" as a consequence of or while performing duties related to the conduct Paragraph(2)(a) above; of your business. However, no such retired (c) For which there is any obligation to partner, member, director or "employee" is an share damages with or repay someone insured for: else who must pay damages because of the injury described in Paragraph (2)(a) (1) "Bodily injury": or(b) above; or (a) To you, to your current partners or (d) Arising out of his or her providing or members (if you are a partnership or failing to provide professional health care joint venture), to your current members services. (if you are a limited liability company) or to your current directors; (3) "Property damage"to property: (b) To the spouse, child, parent, brother or (a) Owned, occupied or used by; or sister of that current partner, member or (b) Rented to, in the care, custody or control director as a consequence of Paragraph (1)(a) above; of, or over which physical control is being exercised for any purpose by; (c) For which there is any obligation to share damages with or repay someone you, any of your retired partners, members else who must pay damages because of or directors, your current or retired the injury described in Paragraph (1)(a) "employees" or "volunteer workers", any or(b) above; or current partner or member (if you are a (d) Arising out of his or her providing or partnership or joint venture), or any current failing to provide professional health care member (if you are a limited liability services. company) or current director. Page 2 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED — EMPLOYEES AND organization will be deemed to be VOLUNTEER WORKERS — BODILY INJURY designated in the Declarations as: TO CO-EMPLOYEES, CO-VOLUNTEER a. A limited liability company; WORKERS AND RETIRED PARTNERS, MEMBERS,DIRECTORS AND EMPLOYEES b. An organization other than a partnership, The following is added to Paragraph 2.a.(1) of joint venture or limited liability company; or SECTION II—WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not c. A trust; apply to "bodily injury" to a current or retired co- as indicated in its name or the documents "employee" while in the course of the co- that govern its structure. "employee's" employment by you or performing F. BLANKET ADDITIONAL INSURED — duties related to the conduct of your business, or CONTROLLING INTEREST to "bodily injury" to your other "volunteer 1. The following is added to SECTION II — workers" or retired partners, members or WHO IS AN INSURED: directors while performing duties related to the conduct of your business. Any person or organization that has financial E. WHO IS AN INSURED— NEWLY ACQUIRED control of you is an insured with respect to OR FORMED LIMITED LIABILITY COMPANIES liability for "bodily injury", "property damage" or "personal and advertising injury" that The following replaces Paragraph 3. of arises out of: SECTION II—WHO IS AN INSURED: a. Such financial control; or 3. Any organization you newly acquire or form, other than a partnership or joint venture, and b. Such persons or organization s of which you are the sole owner or in which ownership, maintenance or use of you maintain an ownership interest of more premises leased to or occupied by you. than 50%, will qualify as a Named Insured if The insurance provided to such person or there is no other similar insurance available organization does not apply to structural to that organization. However: alterations, new construction or demolition a. Coverage under this provision is operations performed by or on behalf of such afforded only: person or organization. (1) Until the 180th day after you acquire 2• The following is added to Paragraph 4. of or form the organization or the end SECTION II —WHO IS AN INSURED: of the policy period, whichever is This paragraph does not apply to any earlier, if you do not report such premises owner, manager or lessor that has organization in writing to us within financial control of you. 180 days after you acquire or form it; G. BLANKET ADDITIONAL INSURED — or MORTGAGEES, ASSIGNEES, SUCCESSORS (2) Until the end of the policy period, OR RECEIVERS when that date is later than 180 da ys The following is added to SECTION II —WHO IS after you acquire or form such AN INSURED: organization, if you report such organization in writing to us within Any person or organization that is a mortgagee, 180 days after you acquire or form it; assignee, successor or receiver and that you b. Coverage A does not apply to "bodily have agreed in a written contract or agreement injury" or "property damage" that to include as an additional insured on this occurred before you acquired or formed Coverage Part is an insured, but only with the organization; and respect to its liability as mortgagee, assignee, successor or receiverfor"bodily injury", "property c. Coverage B does not apply to "personal damage" or "personal and advertising injury" and advertising injury" arising out of an that: offense committed before you acquired a. Is "bodily injury" or "property damage" that or formed the organization. occurs, or is "personal and advertising injury" For the purposes of Paragraph 1. of Section caused by an offense that is committed, II — Who Is An Insured, each such CG D3 79 02 19 9)2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or openings, sidewalk vaults, elevators, street agreement; and banners or decorations. b. Arises out of the ownership, maintenance or I. BLANKET ADDITIONAL INSURED — use of the premises for which that GOVERNMENTAL ENTITIES — PERMITS mortgagee, assignee, successor or receiver OR AUTHORIZATIONS RELATING TO is required under that contract or agreement OPERATIONS to be included as an additional insured on The following is added to SECTION II —WHO IS this Coverage Part. AN INSURED: The insurance provided to such mortgagee, Any governmental entity that has issued a permit assignee, successor or receiver is subject to the or authorization with respect to operations following provisions: performed by you or on your behalf and that you a. The limits of insurance provided to such are required by any ordinance, law, building code mortgagee, assignee, successor or receiver or written contract or agreement to include as an will be the minimum limits that you agreed to additional insured on this Coverage Part is an provide in the written contract or agreement, insured, but only with respect to liability for or the limits shown in the Declarations, "bodily injury", "property damage" or "personal whichever are less. and advertising injury" arising out of such b. The insurance provided to such person or operations. organization does not apply to: The insurance provided to such governmental (1) Any "bodily injury" or "property damage" entity does not apply to: that occurs, or any "personal and a. Any "bodily injury", "property damage" or advertising injury" caused by an offense "personal and advertising injury" arising out that is committed, after such contract or of operations performed for the agreement is no longer in effect; or governmental entity; or (2) Any"bodily injury", "property damage" or b. Any "bodily injury" or "property damage" "personal and advertising injury" arising included in the "products-completed out of any structural alterations, new operations hazard". construction or demolition operations performed by or on behalf of such J. INCIDENTAL MEDICAL MALPRACTICE mortgagee, assignee, successor or 1. The following replaces Paragraph b. of the receiver. definition of "occurrence" in the H. BLANKET ADDITIONAL INSURED — DEFINITIONS Section: GOVERNMENTAL ENTITIES — PERMITS OR b. An act or omission committed in AUTHORIZATIONS RELATING TO PREMISES providing or failing to provide "incidental The following is added to SECTION II —WHO IS medical services", first aid or "Good AN INSURED: Samaritan services" to a person, unless you are in the business or occupation of Any governmental entity that has issued a permit providing professional health care or authorization with respect to premises owned services. or occupied by, or rented or loaned to, you and 2. The following replaces the last paragraph of that you are required by any ordinance, law, Paragraph 2.a.(1) of SECTION II — WHO IS building code or written contract or agreement to AN INSURED: include as an additional insured on this Unless you are in the business or occupation Coverage Part is an insured, but only with of providing professional health care respect to liability for "bodily injury", "property services, Paragraphs (1)(a), (b), (c) and (d) damage" or "personal and advertising injury" above do not apply to "bodily injury" arising arising out of the existence, ownership, use, out of providing or failing to provide: maintenance, repair, construction, erection or removal of any of the following for which that (a) "Incidental medical services" by any of governmental entity has issued such permit or your "employees" who is a nurse, authorization: advertising signs, awnings, nurse assistant, emergency medical canopies, cellar entrances, coal holes, technician, paramedic, athletic trainer, driveways, manholes, marquees, hoist away audiologist, dietician, nutritionist, Page 4 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY occupational therapist or occupational that is available to any of your "employees" therapy assistant, physical therapist or for "bodily injury" that arises out of providing speech-language pathologist; or or failing to provide "incidental medical (b) First aid or "Good Samaritan services" services" to any person to the extent not by any of your"employees" or "volunteer subject to Paragraph 2.a.(1) of Section II — workers", other than an employed or Who Is An Insured. volunteer doctor. Any such "employees" K. MEDICAL PAYMENTS— INCREASED LIMIT or"volunteer workers" providing or failing The following replaces Paragraph 7. of to provide first aid or "Good Samaritan SECTION III—LIMITS OF INSURANCE: services"during their work hours for you will be deemed to be acting within the 7. Subject to Paragraph 5. above, the Medical scope of their employment by you or Expense Limit is the most we will pay under performing duties related to the conduct Coverage C for all medical expenses of your business. because of "bodily injury" sustained by any 3. The following replaces the last sentence of one person, and will be the higher of: Paragraph S. of SECTION III — LIMITS OF a. $10,000; or INSURANCE: For the purposes of determining the b. The amount shown in the Declarations of applicable Each Occurrence Limit, all related this Coverage Part for Medical Expense acts or omissions committed in providing or Limit. failing to provide "incidental medical L. AMENDMENT OF EXCESS INSURANCE services", first aid or "Good Samaritan CONDITION— PROFESSIONAL LIABILITY services"to any one person will be deemed The following is added to Paragraph 4.b., to be one "occurrence". Excess Insurance, of SECTION IV — 4. The following exclusion is added to COMMERCIAL GENERAL LIABILITY Paragraph 2., Exclusions, of SECTION I — CONDITIONS: COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE This insurance is excess over any of the other LIABILITY: insurance, whether primary, excess, contingent Sale Of Pharmaceuticals or on any other basis, that is Professional Liability or similar coverage, to the extent the "Bodily injury" or "property damage" arising loss is not subject to the professional services out of the violation of a penal statute or exclusion of Coverage A or Coverage B. ordinance relating to the sale of M. BLANKET WAIVER OF SUBROGATION — pharmaceuticals committed by, or with the WHEN REQUIRED BY WRITTEN CONTRACT knowledge or consent of the insured. OR AGREEMENT S. The following is added to the DEFINITIONS Section: The following is added to Paragraph 8., Transfer "Incidental medical services"means: Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL a. Medical, surgical, dental, laboratory, x- LIABILITY CONDITIONS: ray or nursing service or treatment, If the insured has agreed in a written contract or advice or instruction, or the related furnishing of food or beverages; or agreement to waive that insured's right of recovery against any person or organization, we b. The furnishing or dispensing of drugs or waive our right of recovery against such person medical, dental, or surgical supplies or or organization, but only for payments we make appliances. because of: 6. The following is added to Paragraph 4.b., a. "Bodily injury" or "property damage" that Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY occurs; or CONDITIONS: b. "Personal and advertising injury" caused by This insurance is excess over any valid and an offense that is committed; collectible other insurance, whether primary, subsequent to the signing of that contract or excess, contingent or on any other basis, agreement. CG D3 79 02 19 9)2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY—RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. Page 6 of 6 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Policy: P6308W600538COF24 6/30/24- 6/30/25 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TOTAL AGGREGATE LIMIT OTHER THAN PROJECTS AND DESIGNATED PROJECT AND LOCATION AGGREGATE LIMITS his endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE — LIMITS OF INSURANCE AND DESIGNATED PROJECTS AND LOCATIONS LIMITS OF INSURANCE Total Aggregate Limit $ 10,000,000 (Other Than Projects and Products-Completed Operations) Designated Location Aggregate Limit $ 10,000,000 (Other Than Products-Completed Operations) Designated Project Aggregate Limit $ 10,000,000 (Other Than Products-Completed Operations) General Aggregate Limit $ 10,000,000 (Other Than Products-Completed Operations) Designated Projects: As required by written contract Desianated Locations: As required by written contract PROVISIONS 1. The General Aggregate Limit (Other Than 1. The Limits of Insurance shown in the Products-Completed Operations) shown in the Declarations or the Schedule — Limits Of Declarations is replaced by the Limits of Insurance And Designated Projects And Insurance shown in the Schedule — Limits Of Locations, whichever apply, and the rules Insurance And Designated Projects And below fix the most we will pay regardless of Locations. the number of: 2. The following replaces Paragraph 1. of SECTION a. Insureds; III—LIMITS OF INSURANCE: b. Claims made or"suits" brought; CG D4 69 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY c. Persons or organizations making claims under Coverage B. Instead, the or bringing "suits"; or General Aggregate Limit described in d. "Projects" or"locations". Paragraph 2.d. below applies to such 3. The following replaces Paragraph 2. of SECTION damages. III—LIMITS OF INSURANCE: (5) Any payments made for damages or medical expenses to which the 2. a. The Total Aggregate Limit shown in the Designated Project Aggregate Limit Schedule — Limits Of Insurance And applies will reduce the Designated Designated Projects And Locations is the Project Aggregate Limit for the most we will pay for the sum of all applicable "project". Such payments amounts under the Designated Location will not reduce the Total Aggregate Aggregate Limit and all amounts under Limit, the General Aggregate Limit the General Aggregate Limit. This described in Paragraph 2.d. below, includes: the Designated Project Aggregate (1) Damages under Coverage A, except Limit for any other "project" or the damages because of"bodily injury" or Designated Location Aggregate Limit. "property damage" included in c. Subject to the Total Aggregate Limit the "products-completed operations described in Paragraph 2.a. above, the hazard"; Designated Location Aggregate Limit (2) Damages under Coverage B; and shown in the Schedule — Limits Of (3) Medical expenses under Coverage C. Insurance And Designated Projects And b. The Designated Project Aggregate Limit Locations applies and is further subject to shown in the Schedule — Limits Of all of the following provisions: Insurance And Designated Projects And (1) The Designated Location Aggregate Locations applies and is further subject to Limit is the most we will pay for the all of the following provisions: sum of: (1) The Designated Project Aggregate (a) Damages under Coverage A Limit is the most we will pay for the because of "bodily injury" and sum of: "property damage" caused by (a) Damages under Coverage A "occurrences"; and because of "bodily injury" and (b) Medical expenses under "property damage" caused by Coverage C for "bodily injury" "occurrences"; and caused by accidents; (b) Medical expenses under that can be attributed only to Coverage C for "bodily injury" operations at a single "location". caused by accidents; that can be attributed only to (2) The Designated Location Aggregate operations at a single "project". Limit applies separately to each "location". (2) The Designated Project Aggregate Limit applies separately to each (3) The Designated Location Aggregate "project". Limit does not apply to damages because of"bodily injury" or"property (3) The Designated Project Aggregate damage" included in the "products- Limit does not apply to damages completed operations hazard". because of"bodily injury" or"property Instead, the Products-Completed damage" included in the "products- Operations Aggregate Limit completed operations hazard". Instead, the Products-Completed described in Paragraph 3. below Operations Aggregate Limit applies to such damages. described in Paragraph 3. below (4) The Designated Location Aggregate applies to such damages. Limit does not apply to damages (4) The Designated Project Aggregate under Coverage B. Instead, the Limit does not apply to damages General Aggregate Limit described in Page 2 of 3 ©2017 The Travelers Indemnity Company.All rights reserved. CG D4 69 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY Paragraph 2.d. below applies to such General Aggregate Limit applies will damages. reduce: (5) Any payments made for damages or (a) The Total Aggregate Limit; and medical expenses to which the Designated Location Aggregate Limit (b) The General Aggregate Limit. applies will reduce: Such payments will not reduce the (a) The Total Aggregate Limit; and Designated Project Aggregate Limit (b) The Designated Location for any "project" or the Designated Aggregate Limit for the applicable Location Aggregate Limit for any "location". "location". Such payments will not reduce the 4. The following replaces Paragraph 3. of SECTION General Aggregate Limit described in III —LIMITS OF INSURANCE: Paragraph 2.d. below, the 3. The Products-Completed Operations Aggre- Designated Project Aggregate Limit gate Limit shown in the Declarations is the or the Designated Location most we will pay under Coverage A for Aggregate Limit for any other damages because of "bodily injury" or "location". "property damage" included in the "products- d. Subject to the Total Aggregate Limit completed operations hazard". Any payments described in Paragraph 2.a. above, the made for such damages will not reduce the General Aggregate Limit shown in the Total Aggregate Limit, the General Aggregate Schedule — Limits Of Insurance And Limit, the Designated Project Aggregate Limit Designated Projects And Locations for any "project" or the Designated Location applies and is further subject to all of the Aggregate Limit for any"location". following provisions: 5. The following is added to the DEFINITIONS (1) The General Aggregate Limit is the Section: most we will pay for the sum of: "Location" means any designated location shown (a) Damages under Coverage A in the Schedule — Limits Of Insurance And because of "bodily injury" and Designated Projects and Locations that is owned "property damage" caused by by or rented to you. For the purposes of "occurrences", and medical determining the applicable aggregate limit of expenses under Coverage C for insurance, each "location" that includes a premises involving the same or connecting lots, bodily injury„ caused by or premises whose connection is interrupted only accidents, that cannot be attributed only to operations at a by a street, roadway or waterway, or by a right-of- single "project" or a single way of a railroad, will be considered a single "location"; and "location". (b) Damages under Coverage B. "Project" means any designated project shown in the Schedule — Limits Of Insurance And (2) The General Aggregate Limit does Designated Projects And Locations that is away not apply to damages for "bodily from premises owned by or rented to you and at injury" or "property damage" included which you are performing operations pursuant to in the "products-completed oper- a contract or agreement. For the purposes of ations hazard". Instead, the determining the applicable aggregate limit of Products-Completed Operations insurance, each "project"that includes a premises Aggregate Limit described in involving the same or connecting lots, or Paragraph 3. below applies to such premises whose connection is interrupted only by damages. a street, roadway or waterway, or by a right-of- (3) Any payments made for damages or way of a railroad, will be considered a single medical expenses to which the "project". CG D4 69 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Policy# P-630-8W600538-COF-24 Effective 06/30/2024-06/30/2025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION OR NONRENEWAL PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 WHEN WE DO NOT RENEW (Nonrenewal): Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OR NONRENEWAL OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OR NONRENEWAL OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS B. If we do not renew this policy for any legally A. If we cancel this policy for any legally permitted permitted reason other than nonpayment of reason other than nonpayment of premium, and a premium, and a number of days is shown for number of days is shown for Cancellation in the When We Do Not Renew (Nonrenewal) in the Schedule above, we will mail notice of Schedule above, we will mail notice of cancellation to the person or organization shown nonrenewal to the person or organization shown in such Schedule. We will mail such notice to the in such Schedule. We will mail such notice to the address shown in the Schedule above at least the address shown in the Schedule above at least the number of days shown for Cancellation in such number of days shown for When We Do Not Schedule before the effective date of cancellation. Renew (Nonrenewal) in such Schedule before the effective date of nonrenewal. IL T4 00 05 19 Page 1 of 1 Policy: 8108W4832012443G 6/30/24-6/30/25 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE —This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO 1. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES— INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE COV- LOSS ERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G. WAIVER OF DEDUCTIBLE—GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED this insurance applies and only to the extent that The following is added to Paragraph A.1., Who Is person or organization qualifies as an "insured" An Insured, of SECTION II — COVERED AUTOS under the Who Is An Insured provision contained in Section 11. LIABILITY COVERAGE: Any organization you newly acquire or form dur- C. EMPLOYEE HIRED AUTO ing the policy period over which you maintain 1. The following is added to Paragraph A.1., 50% or more ownership interest and that is not Who Is An Insured, of SECTION II — COV- separately insured for Business Auto Coverage. ERED AUTOS LIABILITY COVERAGE: Coverage under this provision is afforded only un- An "employee" of yours is an "insured" while til the 180th day after you acquire or form the or- operating an "auto" hired or rented under a ganization or the end of the policy period, which- contract or agreement in an "employee's" ever is earlier. name, with your permission, while performing duties related to the conduct of your busi- B. BLANKET ADDITIONAL INSURED ness. The following is added to Paragraph c. in A.1., 2. The following replaces Paragraph b. in B.S., Who Is An Insured, of SECTION II — COVERED Other Insurance, of SECTION IV — BUSI- AUTOS LIABILITY COVERAGE: NESS AUTO CONDITIONS: Any person or organization who is required under b. For Hired Auto Physical Damage Cover- a written contract or agreement between you and age, the following are deemed to be cov- that person or organization, that is signed and ered "autos"you own: executed by you before the "bodily injury" or (1) Any covered "auto" you lease, hire, "property damage" occurs and that is in effect rent or borrow; and during the policy period, to be named as an addi- (2) Any covered "auto" hired or rented by tional insured is an "insured" for Covered Autos your "employee" under a contract in Liability Coverage, but only for damages to which an "employee's" name, with your CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO permission, while performing duties (a) With respect to any claim made or "suit" related to the conduct of your busi- brought outside the United States of ness. America, the territories and possessions However, any "auto" that is leased, hired, of the United States of America, Puerto rented or borrowed with a driver is not a Rico and Canada: covered "auto". (i) You must arrange to defend the "in- D. EMPLOYEES AS INSURED sured" against, and investigate or set- tle any such claim or "suit" and keep The following is added to Paragraph A.1., Who Is us advised of all proceedings and ac- An Insured, of SECTION II — COVERED AUTOS tions. LIABILITY COVERAGE: Any "employee" of yours is an "insured" while us- (ii) Neither you nor any other involved ing a covered "auto" you don't own, hire or borrow "insured" will make any settlement in your business or your personal affairs. without our consent. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii)We may, at our discretion, participate LIMITS in defending the "insured" against, or in the settlement of, any claim or 1. The following replaces Paragraph A.2.a.(2), "suit". of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: (iv)We will reimburse the "insured" for sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds (in- pay as damages because of "bodily cluding bonds for related traffic law viola- injury" or "property damage" to which tions) required because of an "accident" this insurance applies, that the "in- we cover. We do not have to furnish sured" pays with our consent, but these bonds. only up to the limit described in Para- graph C., Limits Of Insurance, of 2. The following replaces Paragraph A.2.a.(4), SECTION II — COVERED AUTOS of SECTION II — COVERED AUTOS LIABIL- ITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day be- with our consent for your investiga- cause of time off from work. tion of such claims and your defense of the "insured" against any such F. HIRED AUTO — LIMITED WORLDWIDE COV- "suit", but only up to and included ERAGE—INDEMNITY BASIS within the limit described in Para- The following replaces Subparagraph (5) in Para- graph C., Limits Of Insurance, of graph B.7., Policy Period, Coverage Territory, SECTION II — COVERED AUTOS of SECTION IV — BUSINESS AUTO CONDI- LIABILITY COVERAGE, and not in TIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we have used up the applicable limit of jurisdiction while any trade sanction, em- insurance in payments for damages, bargo, or similar regulation imposed by the settlements or defense expenses. United States of America applies to and pro- hibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for Cov- and collectible other insurance available ered Autos Liability Coverage for any covered to the "insured" whether primary, excess, "auto" that you lease, hire, rent or borrow contingent or on any other basis. without a driver for a period of 30 days or less (c) This insurance is not a substitute for re- and that is not an "auto" you lease, hire, rent quired or compulsory insurance in any or borrow from any of your "employees", country outside the United States, its ter- partners (if you are a partnership), members ritories and possessions, Puerto Rico and (if you are a limited liability company) or Canada. members of their households. Page 2 of 4 ©2015 The Travelers Indemnity Company.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO You agree to maintain all required or (2) In or on your covered "auto". compulsory insurance in any such coun- This coverage applies only in the event of a total try up to the minimum limits required by theft of your covered "auto". local law. Your failure to comply with compulsory insurance requirements will No deductibles apply to this Personal Property not invalidate the coverage afforded by coverage. this policy, but we will only be liable to the K. AIRBAGS same extent we would have been liable The following is added to Paragraph B.3., Exclu- had you complied with the compulsory in- sions, of SECTION III — PHYSICAL DAMAGE surance requirements. COVERAGE: (d) It is understood that we are not an admit- Exclusion 3.a. does not apply to "loss" to one or ted or authorized insurer outside the more airbags in a covered "auto" you own that in- United States of America, its territories flate due to a cause other than a cause of "loss" and possessions, Puerto Rico and Can- set forth in Paragraphs A.1.b. and A.1.c., but ada. We assume no responsibility for the only: furnishing of certificates of insurance, or a. If that "auto" is a covered "auto" for Compre- for compliance in any way with the laws hensive Coverage under this policy; of other countries relating to insurance. b. The airbags are not covered under any war- G. WAIVER OF DEDUCTIBLE—GLASS ranty; and The following is added to Paragraph D., Deducti- c. The airbags were not intentionally inflated. ble, of SECTION III — PHYSICAL DAMAGE We will pay up to a maximum of $1,000 for any COVERAGE: one 'loss". No deductible for a covered "auto" will apply to L. NOTICE AND KNOWLEDGE OF ACCIDENT OR glass damage if the glass is repaired rather than LOSS replaced. The following is added to Paragraph A.2.a., of H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF SECTION IV—BUSINESS AUTO CONDITIONS: USE—INCREASED LIMIT Your duty to give us or our authorized representa- The following replaces the last sentence of Para- tive prompt notice of the "accident" or "loss" ap- graph A.4.b., Loss Of Use Expenses, of SEC- plies only when the "accident" or "loss" is known TION III—PHYSICAL DAMAGE COVERAGE: to: However, the most we will pay for any expenses (a) You (if you are an individual); for loss of use is $65 per day, to a maximum of (b) A partner (if you are a partnership); $750 for any one "accident". (c) A member (if you are a limited liability com- I. PHYSICAL DAMAGE — TRANSPORTATION pany); EXPENSES—INCREASED LIMIT (d) An executive officer, director or insurance The following replaces the first sentence in Para- manager (if you are a corporation or other or- graph A.4.a., Transportation Expenses, of ganization); or SECTION III — PHYSICAL DAMAGE COVER- (e) Any "employee" authorized by you to give no- AGE: tice of the "accident" or"loss". We will pay up to $50 per day to a maximum of M. BLANKET WAIVER OF SUBROGATION $1,500 for temporary transportation expense in- The following replaces Paragraph A.S., Transfer curred by you because of the total theft of a cov- Of Rights Of Recovery Against Others To Us, ered "auto" of the private passenger type. of SECTION IV — BUSINESS AUTO CONDI- J. PERSONAL PROPERTY TIONS : The following is added to Paragraph A.4., Cover- S. Transfer Of Rights Of Recovery Against age Extensions, of SECTION III — PHYSICAL Others To Us DAMAGE COVERAGE: We waive any right of recovery we may have Personal Property against any person or organization to the ex- tent required of you by a written contract We will pay up to $400 for "loss" to wearing ap- signed and executed prior to any "accident" parel and other personal property which is: or'loss", provided that the "accident" or"loss" (1) Owned by an "insured"; and arises out of operations contemplated by CA T3 53 02 15 ©2015 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL AUTO such contract. The waiver applies only to the The unintentional omission of, or unintentional person or organization designated in such error in, any information given by you shall not contract. prejudice your rights under this insurance. How- N. UNINTENTIONAL ERRORS OR OMISSIONS ever this provision does not affect our right to col- The following is added to Paragraph B.2., Con- lect additional premium or exercise our right of cealment, Misrepresentation, Or Fraud, of cancellation or non-renewal. SECTION IV— BUSINESS AUTO CONDITIONS: Page 4 of 4 ©2015 The Travelers Indemnity Compa ny.All rights reserved. CA T3 53 02 15 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Policy: 8108W4832012443G 6/30/24- 6/30/25 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — LIABILITY CONDITIONS: COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Liability Coverage, organization, that is signed by you before the but only for damages to which this insurance "bodily injury" or "property damage" occurs and applies and only to the extent of that person's or that is in effect during the policy period, requires organization's liability for the conduct of another this insurance to be primary and non-contributory. "insured". CA T4 74 08 17 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Policy# 810-8W483201-24-43-G Effective 06/30/2024-06/30/2025 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZ- ATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. PROVISIONS If we cancel this policy for any legally permitted reason other than nonpayment of premium, and a number of days is shown for Cancellation in the Schedule above, we will mail notice of cancellation to the person or organization shown in such Schedule. We will mail such notice to the address shown in the Schedule above at least the number of days shown for Cancellation in such Schedule before the effective date of cancellation. IL T4 05 05 19 Page 1 of 1 CU P8W6652292443 UMBRELLA EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE THIS POLICY, IN PART, PROVIDES FOLLOW-FORM LIABILITY COVERAGE. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. COVERAGE WILL APPLY ON A DEFENSE-WITHIN-LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. 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 'bur" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II — WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI — DEFINITIONS. SECTION I —COVERAGES provisions to the contrary contained in this insurance. A. COVERAGE A — EXCESS FOLLOW-FORM LIABILITY 3. The amount we will pay for damages is limited as described in SECTION III — LIMITS OF 1. We will pay on behalf of the insured those INSURANCE. sums, in excess of the "applicable underlying limit", that the insured becomes legally 4. For the purposes of Paragraph 1. above: obligated to pay as damages to which a. The applicable limit of insurance stated Coverage A of this insurance applies, provided for the policies of "underlying insurance" that the "underlying insurance" would apply to in the Schedule Of Underlying Insurance such damages but for the exhaustion of its will be considered to be reduced or applicable limits of insurance. If a sublimit is exhausted only by the following specified in any "underlying insurance", payments: Coverage A of this insurance applies to (1) Payments of judgments or damages that are in excess of that sublimit only settlements for damages that are if such sublimit is shown for that "underlying covered by that "underlying insurance" in the Schedule Of Underlying insurance". However, if such Insurance. "underlying insurance" has a policy 2. Coverage A of this insurance is subject to the period which differs from the policyperiod of this Excess Follow-Form same terms, conditions, agreements, And Umbrella Liability Insurance, any exclusions and definitions as the "underlying such payments for damages that insurance", except with respect to any would not be covered by this Excess Follow-Form And Umbrella Liability EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 22 UMBRELLA Insurance because of its different policy date provision, the retroactive date for period will not reduce or exhaust the Coverage A of this insurance is the same as applicable limit of insurance stated for the retroactive date of that "underlying such "underlying insurance"; insurance". (2) Payments of "medical expenses" that B. COVERAGE B— UMBRELLA LIABILITY are covered by that "underlying 1. We will pay on behalf of the insured those insurance" and are incurred for "bodily d retention" injury" caused by an accident that takes that the insured becomes sums in excess of the llegally eobligated to place during the policy period of this pay as damages because of "bodily injury", Excess Follow-Form And Umbrella "property damage", "personal injury" or Liability Insurance; or advertising injury" to which Coverage B of (3) Payments of defense expenses that this insurance applies. are covered by that "underlying 2. Coverage B of this insurance applies to insurance", only if such "underlying "bodily injury" or"property damage" only if: insurance" includes such payments within the limits of insurance. However, a. The "bodily injury" or "property damage" is if such "underlying insurance" has a caused by an "occurrence" that takes policy period which differs from the place anywhere in the world; policy period of this Excess Follow- b. The "bodily injury" or "property damage" Form And Umbrella Liability Insurance, occurs during the policy period; and any such payments for defense c. Prior to the policy period, no insured listed expenses that would not be covered by under Paragraph 1. in Paragraph B., this Excess Follow-Form And Umbrella COVERAGE B — UMBRELLA Liability Insurance because of its LIABILITY, of SECTION II — WHO IS AN different policy period will not reduce or INSURED and no "employee" authorized exhaust the applicable limit of by you to give or receive notice of an insurance stated for such "underlying "occurrence" or claim, knew that the insurance". "bodily injury" or "property damage" had If the applicable limit of insurance stated for occurred, in whole or in part. If such a the policies of "underlying insurance" in the listed insured or authorized "employee" Schedule Of Underlying Insurance is knew, prior to the policy period, that the actually reduced or exhausted by other "bodily injury" or "property damage" payments, Coverage A of this insurance is occurred, in whole or in part, then any not invalidated. However, in the event of a continuation, change or resumption of loss, we will pay only to the extent that we such "bodily injury" or "property damage" would have paid had such limit not been during or after the policy period will be actually reduced or exhausted by such deemed to have been known prior to the other payments. policy period. b. If any "underlying insurance" has a limit of 3. Coverage B of this insurance applies to insurance greater than the amount shown "personal injury" or "advertising injury" caused for that insurance in the Schedule of by an offense arising out of your business, but Underlying Insurance, this insurance will only if the offense was committed during the apply in excess of that greater amount. If policy period anywhere in the world. any "underlying insurance" has a limit of 4. The amount we will pay for damages is limited insurance, prior to any reduction or as described in SECTION III — LIMITS OF exhaustion by payment of damages, INSURANCE. "medical expenses" or defense expenses described in Paragraph a. above, that is S. "Bodily injury" or"property damage": less than the amount shown for that a. Which occurs during the policy period; and insurance in the Schedule Of Underlying b. Which was not prior to, but was during, the Insurance, this insurance will apply in policy period known to have occurred by excess of the amount shown for such any insured listed under Paragraph 1. in insurance in the Schedule Of Underlying Paragraph B., COVERAGE B — Insurance. UMBRELLA LIABILITY of SECTION II — S. When the "underlying insurance" applies on a WHO IS AN INSURED, or any "employee" claims-made basis and includes a retroactive authorized by you to give notice of an "occurrence" or claim; Page 2 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA includes any continuation, change or Management Service Expenses Limit has resumption of the "bodily injury" or "property been exhausted, whichever occurs first. damage" after the end of the policy period. 4. The amount we will pay for "crisis 6. "Bodily injury" or "property damage" will be management service expenses" is limited as deemed to have been known to have occurred described in SECTION III — LIMITS OF at the earliest time when any insured listed INSURANCE. under Paragraph 1. in Paragraph B., S. A "self-insured retention" does not apply to COVERAGE B — UMBRELLA LIABILITY, of "crisis management service expenses". SECTION II — WHO IS AN INSURED or any "employee" authorized by you to give or receive 6. Any payment of "crisis management service notice of an "occurrence" or claim: expenses" that we make will not be determinative of our obligations under this a. Reports all, or any part, of the "bodily injury" insurance with respect to any claim or "suit" or or "property damage" to us or any other create any duty to defend or indemnify any insurer; insured for any claim or"suit". b. Receives a written or verbal demand or D. DEFENSE AND SUPPLEMENTARY PAYMENTS claim for damages because of the "bodily injury" or"property damage"; or 1. We will have the right and duty to defend the insured: c. Becomes aware by any other means that a. Under Coverage A, against a "suit" the bodily injury or property damage has seeking damages to which such coverage occurred or has begun to occur. applies, if: 7. Damages because of "bodily injury" include (1) The "applicable underlying limit" is the damages claimed by any person or applicable limit of insurance stated for organization for care, loss of services or death a policy of "underlying insurance" in resulting at any time from the "bodily injury". the Schedule Of Underlying 8. Coverage B of this insurance does not apply to Insurance and such limit has been damages covered by any "underlying exhausted solely due to payments as insurance" or that would have been covered by permitted in Paragraphs 4.a.(1), (2) any "underlying insurance" but for the and (3) of COVERAGE A — EXCESS exhaustion of its applicable limit of insurance. FOLLOW-FORM LIABILITY of C. COVERAGE C — CRISIS MANAGEMENT SECTION I —COVERAGES; or SERVICE EXPENSES (2) The "applicable underlying limit" is the 1. We will reimburse the insured, or pay on the applicable limit of any "other insured's behalf, "crisis management service insurance" and such limit has been expenses" to which Coverage C applies. exhausted by payments of judgments, settlements or medical expenses, or 2. Coverage C of this insurance applies to "crisis related costs or expenses (if such management service expenses" that: costs or expenses reduce such a. Arise out of a "crisis management event" limits). that first commences during the policy For any "suit" for which we have the right period; and duty to defend the insured under b. Are incurred by the insured, after a "crisis Coverage A, defense expenses will be management event" first commences and within the limits of insurance of this policy before such event ends; and when such expenses are within the limits c. Are submitted to us within 180 days after of insurance of the applicable "underlying the "crisis management advisor" advises insurance"; or you that the "crisis management event" no b. Under Coverage B, against a "suit" longer exists. seeking damages to which such coverage 3. A"crisis management event" will be deemed to: applies. 2. We have no duty to defend any insured a. First commence at the time when any against any"suit": "executive officer" first becomes aware of an "event" or "occurrence" that leads to that a. Seeking damages to which this insurance "crisis management event"; and does not apply; or b. End when we decide that the crisis no b. If any other insurer has a duty to defend. longer exists or when the Crisis EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 3 of 22 UMBRELLA 3. When we have the duty to defend, we may, at With respect to a claim we investigate or our discretion, investigate and settle any claim settle, or "suit" against an insured we defend or "suit". In all other cases, we may, at our under COVERAGE A — EXCESS FOLLOW- discretion, participate in the investigation, FORM LIABILITY, these payments will not defense and settlement of any claim or "suit" for reduce the applicable limits of insurance, but damages to which this insurance may apply. If only if the applicable "underlying insurance" we exercise such right to participate, all provides for such payments in addition to its expenses we incur in doing so will not reduce limits of insurance. With respect to a claim we the applicable limits of insurance. investigate or settle, or "suit" against an 4. Our duty to defend ends when we have used up insured we defend under COVERAGE B — the applicable limit of insurance in the payment UMBRELLA LIABILITY, these payments will of judgments or settlements, or defense not reduce the applicable limits of insurance. expenses if such expenses are within the limits SECTION II —WHO IS AN INSURED of insurance of this policy. A. COVERAGE A — EXCESS FOLLOW-FORM S. We will pay, with respect to a claim we LIABILITY investigate or settle, or "suit" against an insured With respect to Coverage A, the following persons we defend: and organizations qualify as insureds: a. All expenses we incur. 1. The Named Insured shown in the b. The cost of: Declarations; and (1) Bail bonds required because of 2. Any other person or organization qualifying as accidents or traffic law violations arising an insured in the "underlying insurance". If out of the use of any vehicle to which you have agreed to provide insurance for that this insurance applies; or person or organization in a written contract or (2) Appeal bonds and bonds to release agreement: attachments; a. The limits of insurance afforded to such but only for bond amounts within the person or organization will be: applicable limit of insurance. We do not (1) The amount by which the minimum have to furnish these bonds. limits of insurance you agreed to c. All reasonable expenses incurred by the provide such person or organization insured at our request to assist us in the in that written contract or agreement investigation or defense of such claim or exceed the total limits of insurance of "suit", including actual loss of earnings up all applicable "underlying insurance"; to $1,000 a day because of time off from or work. (2) The limits of insurance of this policy; d. All court costs taxed against the insured in whichever is less; and the "suit". However, these payments do not b. Coverage under this policy does not apply include attorneys' fees or attorneys' to such person or organization if the expenses taxed against the insured. minimum limits of insurance you agreed e. Prejudgment interest awarded against the to provide such person or organization in insured on that part of the judgment we that written contract or agreement are pay. If we make an offer to pay the wholly within the total limits of insurance applicable limit of insurance, we will not pay of all available applicable "underlying any prejudgment interest based on that insurance". period of time after the offer. B. COVERAGE B—UMBRELLA LIABILITY f. All interest that accrues on the full amount With respect to Coverage B: of any judgment after entry of the judgment and before we have paid, offered to pay or 1. The Named Insured shown in the deposited in court the part of the judgment Declarations is an insured. that is within the applicable limit of 2. If you are: insurance. If we do not pay part of the judgment for any reason other than it is a. An individual, your spouse is also an more than the applicable limit of insurance, insured, but only with respect to the conduct of a business of which you are we will not pay any interest that accrues on the sole owner. that portion of the judgment. Page 4 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA b. A partnership or joint venture, your damages because of the injury members, your partners and their spouses described in Paragraph (1)(a) or are also insureds, but only with respect to (b) above; or the conduct of your business. (d) Arising out of his or her providing c. A limited liability company, your members or failing to provide professional are also insureds, but only with respect to health care services. the conduct of your business. Your Unless you are in the business or managers are also insureds, but only with occupation of providing professional respect to their duties as your managers. health care services, Paragraphs d. An organization other than a partnership, (1)(a), (b), (c) and (d) above do not joint venture or limited liability company, apply to "bodily injury" arising out of your 'officers" and directors are also providing or failing to provide first aid insureds, but only with respect to their or "Good Samaritan services" by any duties as your 'officers" or directors. Your of your "employees" or "volunteer stockholders are also insureds, but only workers" other than an employed or volunteer doctor. Any such with respect to their liability as "employees" or "volunteer workers" stockholders. providing or failing to provide first aid e. A trust, your trustees are also insureds, but or "Good Samaritan services" during only with respect to their duties as trustees. their work hours for you will be 3. Each of the following is also an insured: deemed to be acting within the scope of their employment by you or a. Your "volunteer workers" only while performing duties related to the performing duties related to the conduct of conduct of your business. your business, or your "employees", other (2) "Property damage"to property: than either your 'officers" (if you are an organization other than a partnership, joint (a) Owned, occupied or used by; or venture or limited liability company) or your (b) Rented to, in the care, custody or managers (if you are a limited liability control of, or over which physical company), but only for acts within the control is being exercised for any scope of their employment by you or while purpose by; performing duties related to the conduct of you, any of your "employees" or your business. However, none of these "volunteer workers", any of your "employees" or "volunteer workers" are partners or members (if you are a insureds for: partnership or joint venture), or any of (1) "Bodily injury" or "personal injury": your members (if you are a limited (a) To you, to your partners or liability company). members (if you are a partnership b. Any person (other than your "employee" or joint venture), to your members or "volunteer worker"), or any (if you are a limited liability organization, while acting as your real company), to a co-"employee" estate manager. while in the course of his or her c. Any person or organization having proper employment or performing duties temporary custody of your property if you related to the conduct of your die, but only: business, or to your other (1) With respect to liability arising out of "volunteer workers" while the maintenance or use of that performing duties related to the property; and conduct of your business; (2) Until your legal representative has (b) To the spouse, child, parent, been appointed. brother or sister of that co- d. Your legal representative if you die, but "employee" or "volunteer worker" only with respect to duties as such. That as a consequence of Paragraph representative will have all your rights and (1)(a) above; duties under this insurance. (c) For which there is any obligation to 4. Any organization, other than a partnership, share damages with or repay joint venture or limited liability company, of someone else who must pay which you are the sole owner, or in which you EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 5 of 22 UMBRELLA maintain an ownership interest of more than the date, if any, during the policy period, that 50%, on the first day of the policy period is an you no longer maintain an ownership interest insured and will qualify as a Named Insured. No of more than 50% in such organization. such organization is an insured or will qualify as 3. Any organization you newly acquire or form, a Named Insured for "bodily injury" or "property other than a partnership, joint venture or damage" that occurred, or "personal injury" or limited liability company, and of which you are "advertising injury" caused by an offense the sole owner, or in which you maintain an committed after the date, if any, during the ownership interest of more than 50%, if there policy period, that you no longer maintain an is no other similar insurance available to that ownership interest of more than 50% in such organization. However: organization. a. Coverage under this provision is afforded S. Any organization you newly acquire or form, only until the 180th day after you acquire other than a partnership, joint venture or limited or form the organization or the end of the liability company, and of which you are the sole policy period, whichever is earlier; and owner, or in which you maintain an ownership interest of more than 50%, is an insured and b. Coverage for such organization does not will qualify as a Named Insured if there is no apply to "crisis management service other similar insurance available to that expenses" arising out of a "crisis organization. However: management event" that occurred before you acquired or formed the organization, a. Coverage under this provision is afforded even if an "executive officer" only first only until the 180th day after you acquire or becomes aware of an "event" or form the organization or the end of the "occurrence" that leads to such "crisis policy period, whichever is earlier; and management event" after the date you b. Coverage for such organization does not acquired or formed the organization. apply to: No person or organization is an insured or will (1) "Bodily injury" or "property damage" qualify as a Named Insured with respect to the that occurred; or conduct of any current or past partnership, joint venture or limited liability company that is not (2) Personal injury or advertising injury shown as a Named Insured in the Declarations. arising out of an offense committed; SECTION III—LIMITS OF INSURANCE before you acquired or formed the organization. A. The Limits of Insurance shown in the Declarations No person or organization is an insured or will and the rules below fix the most we will pay for the qualify as a Named Insured with respect to the amounts described below to which this insurance conduct of any current or past partnership, joint applies regardless of the number of: venture or limited liability company that is not shown 1. Insureds; as a Named Insured in the Declarations. This 2. Claims made or"suits" brought; paragraph does not apply to any such partnership, joint venture or limited liability company that 3. Number of vehicles involved; otherwise qualifies as an insured under Paragraph 4. Persons or organizations making claims or B. of SECTION II —WHO IS AN INSURED. bringing "suits"; or C. COVERAGE C — CRISIS MANAGEMENT S. Coverages provided under this insurance. SERVICE EXPENSES As indicated in Paragraph D.1. of SECTION I — With respect to Coverage C, the following persons COVERAGES, for any "suit" for which we have and organizations are insureds and will qualify as the right and duty to defend the insured under Named Insureds: Coverage A, defense expenses will be within the 1. The Named Insured shown in the Declarations. limits of insurance of this policy when such 2. Any organization, other than a partnership, joint expenses are within the limits of insurance of the venture or limited liability company, of which applicable "underlying insurance". you are the sole owner, or in which you B. The General Aggregate Limit is the most we will maintain an ownership interest of more than pay for the sum of all: 50%, on the first day of the policy period. No such organization is an insured or will qualify as 1. Damages; and a Named Insured for "crisis management 2. Defense expenses if such expenses are service expenses" arising out of a "crisis within the limits of insurance of this policy; management event" that first commences after except: Page 6 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA 1. Damages and defense expenses because of 1. Asbestos "bodily injury" or "property damage" included in a. Damages arising out of the actual or the "auto hazard"; alleged presence or actual, alleged or 2. Damages and defense expenses because of threatened dispersal of asbestos, "bodily injury" or "property damage" included in asbestos fibers or products containing the "products-completed operations hazard"; or asbestos, provided that the damages are 3. Damages and defense expenses for which caused or contributed to by the hazardous insurance is provided under any Aircraft Liability properties of asbestos. coverage included as "underlying insurance" to b. Damages arising out of the actual or which no aggregate limit applies. alleged presence or actual, alleged or C. The Products-Completed Operations Aggregate threatened dispersal of any solid, liquid, Limit is the most we will pay for the sum of all: gaseous or thermal irritant or 1. Damages; and contaminant, including smoke, vapors, 2. Defense expenses if such expenses are within soot, fumes, acids, alkalis, chemicals and the limits of insurance of this policy; waste, and that are part of any claim or because of "bodily injury" or "property damage" "suit" which also alleges any damages included in the "products-completed operations described in Paragraph a. above. hazard". c. Any loss, cost or expense arising out of D. Subject to Paragraph B. or C. above, whichever any: applies, the Occurrence Limit is the most we will (1) Request, demand, order or statutory pay for the sum of all: or regulatory requirement that any 1. Damages, and defense expenses if such insured or others test for, monitor, expenses are within the limits of insurance of clean up, remove, contain, treat, this policy, under Coverage A arising out of any detoxify or neutralize, or in any way one "event" to which the "underlying insurance" respond to, or assess the effects of, applies a limit of insurance that is separate asbestos, asbestos fibers or products from any aggregate limit of insurance; and containing asbestos; or 2. Damages under Coverage B because of all (2) Claim or "suit" by or on behalf of any "bodily injury", "property damage", "personal governmental authority or any other injury" or "advertising injury" arising out of any person or organization because of one "occurrence". testing for, monitoring, cleaning up, For the purposes of determining the applicable removing, containing, treating, Occurrence Limit, all related acts or omissions detoxifying or neutralizing, or in any committed in the providing or failing to provide first way responding to, or assessing the aid or "Good Samaritan services" to any one person effects of, asbestos, asbestos fibers will be considered one "occurrence". or products containing asbestos. E. The Crisis Management Service Expenses Limit is 2. Employment-Related Practices the most we will pay for the sum of all "crisis Damages because of injury to: management service expenses" arising out of all a. A person arising out of an crisis management events". Payment of such p g y: "crisis management service expenses" is in addition (1)Refusal to employ that person; to, and will not reduce, any other limit of insurance (2)Termination of that person's of this policy. employment; or F. The limits of insurance of this policy apply (3) Employment-related practice, policy, separately to each consecutive annual period and act or omission, such as coercion, to any remaining period of less than 12 months, starting with the beginning of the policy period demotion, evaluation, reassignment, shown in the Declarations. If the policy period is discipline, failure to promote or extended after issuance for an additional period of advance, harassment, humiliation, less than 12 months, the additional period will be of discrimination, libel, slander, violation deemed part of the last preceding period for the persons right of privacy, m purposes of determining the limits of insurance. malicious prosecution or false arrest, detention or imprisonment, applied to SECTION IV—EXCLUSIONS or directed at that person, regardless This insurance does not apply to: of whether such practice, policy, act A. With respect to Coverage A and Coverage B: or omission occurs, is applied or is EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 7 of 22 UMBRELLA committed before, during or after the c. Auto no-fault or other first-party personal time of that person's employment; or injury protection (PIP); b. The spouse, child, parent, brother or sister d. Supplementary uninsured/underinsured of that person as a consequence of injury motorists (New York); or to that person as described in Paragraphs e. Medical expense benefits and income a.(1), (2) or(3) above. loss benefits (Virginia). This exclusion applies: 7. War a. Whether the insured may be liable as an Damages arising out of: employer or in any other capacity; and a. War, including undeclared or civil war; or b. To any obligation to share damages with or repay someone else who must pay b. Warlike action by a military force, damages because of the injury. including action in hindering or defending against an actual or expected attack, by 3. ERISA, COBRA And Similar Laws any government, sovereign or other Any obligation of the insured under: authority using military personnel or other a. The Employees Retirement Income agents; or Security Act Of 1974 (ERISA) or any of its c. Insurrection, rebellion, revolution, usurped amendments; power or action taken by governmental b. The Consolidated Omnibus Budget authority in hindering or defending against Reconciliation Act of 1985 (COBRA) or any any of these. of its amendments; or 8. Workers Compensation And Similar Laws c. Any similar common or statutory law of any Any obligation of the insured under a workers jurisdiction. compensation, disability benefits or 4. Medical Expenses Or Payments unemployment compensation law or any similar law. Any obligation of the insured under any "medical expenses" or medical payments B. With respect to Coverage B: coverage. 1. Expected Or Intended Bodily Injury Or 5. Nuclear Material Property Damage Damages arising out of: "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. a. The actual, alleged or threatened exposure This exclusion does not apply to "bodily injury" of any person or property to; or or"property damage" resulting from the use of b. The "hazardous properties" of; reasonable force to protect persons or any"nuclear material". property. As used in this exclusion: 2. Contractual Liability a. "Hazardous properties" includes "Bodily injury", "property damage", "personal radioactive, toxic or explosive properties; injury" or "advertising injury" for which the insured is obligated to pay damages by b. "Nuclear material" means "source reason of the assumption of liability in a material", "special nuclear material" or "by- contract or agreement. This exclusion does product material"; and not apply to liability for damages that the c. "Source material", "special nuclear insured would have in the absence of the material" and "by-product material" have contract or agreement. the meanings given them in the Atomic 3. Liquor Liability Energy Act of 1954 or any of its "Bodily injury" or "property damage" for which amendments. any insured may be liable by reason of: 6. Uninsured or Underinsured Motorists, No- a. Causing or contributing to the intoxication Fault And Similar Laws of any person, including causing or Any liability imposed on the insured, or the contributing to the intoxication of any insured's insurer, under any of the following person because alcoholic beverages were laws: permitted to be brought on your premises a. Uninsured motorists; for consumption on your premises; b. Underinsured motorists; Page 8 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA b. The furnishing of alcoholic beverages to a This exclusion applies even if the claims person under the legal drinking age or against any insured allege negligence or other under the influence of alcohol; or wrongdoing in the supervision, hiring, c. Any statute, ordinance or regulation relating employment, training or monitoring of others to the sale, gift, distribution or use of by that insured, if the "occurrence" which alcoholic beverages. caused the "bodily injury" or "property damage" involved the ownership, 4. Employers Liability maintenance, use or entrustment to others of "Bodily injury" to: any aircraft that is owned or operated by or a. An "employee" of the insured arising out of rented or loaned to any insured. and in the course of: 7. Auto (1) Employment by the insured; or "Bodily injury" or "property damage" arising (2) Performing duties related to the out of the ownership, maintenance, use or conduct of the insured's business; or entrustment to others of any "auto". Use b. The spouse, child, parent, brother or sister includes operation and "loading or unloading". of that "employee" as a consequence of This exclusion applies even if the claims "bodily injury" described in Paragraph a. against any insured allege negligence or other above. wrongdoing in the supervision, hiring, employment, training or monitoring of others This exclusion applies: by that insured, if the "occurrence" which a. Whether the insured may be liable as an caused the "bodily injury" or "property employer or in any other capacity; and damage" involved the ownership, b. To any obligation to share damages with or maintenance, use or entrustment to others of repay someone else who must pay any"auto". damages because of the "bodily injury". This exclusion does not apply to "bodily injury" 5. Pollution or "property damage" caused by an a. "Bodily injury", "property damage", "occurrence" that takes place outside of the "personal injury" or "advertising injury" United States of America (including its arising out of the actual, alleged or territories and possessions), Puerto Rico and threatened discharge, dispersal, seepage, Canada. migration, release or escape of"pollutants". 8. Watercraft b. Any loss, cost or expense arising out of "Bodily injury" or "property damage" arising any: out of the ownership, maintenance, use or (1) Request, demand, order or statutory or entrustment to others of any watercraft owned regulatory requirement that any insured or operated by or rented or loaned to any or any other person or organization test insured. Use includes operation and "loading for, monitor, clean up, remove, contain, or unloading". treat, detoxify or neutralize, or in any This exclusion applies even if the claims way respond to, or assess the effects against any insured allege negligence or other of, "pollutants"; or wrongdoing in the supervision, hiring, (2) Claim or "suit" by or on behalf of any employment, training or monitoring of others governmental authority or any other by that insured, if the "occurrence" which person or organization because of caused the "bodily injury" or "property testing for, monitoring, cleaning up, damage" involved the ownership, removing, containing, treating, maintenance, use or entrustment to others of detoxifying or neutralizing, or in any any watercraft that is owned or operated by or way responding to, or assessing the rented or loaned to any insured. effects of, "pollutants". This exclusion does not apply to a watercraft: 6. Aircraft a. While ashore on premises owned by or "Bodily injury" or "property damage" arising out rented to any insured; or of the ownership, maintenance, use or b. That is 50-feet long or less and that: entrustment to others of any aircraft owned or (1) You own; or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 9 of 22 UMBRELLA (2) You do not own and is not being used your work" after it has been put to its to carry any person or property for a intended use. charge. 12. Recall Of Products, Work Or Impaired 9. Electronic Data Property Damages claimed for the loss of, loss of use of, Damages claimed for any loss, cost or damage to, corruption of, inability to access, or expense incurred by you or others for the loss inability to manipulate "electronic data". of use, withdrawal, recall, inspection, repair, 10. Damage To Property, Products Or Work replacement, adjustment, removal or disposal of: "Property damage" to: a. "Your product"; a. Property you own, rent or occupy, including b. "Your work"; or any costs or expenses incurred by you, or any other person or organization, for repair, c. "Impaired property"; replacement, enhancement, restoration or if such product, work or property is withdrawn maintenance of such property for any or recalled from the market or from use by reason, including prevention of injury to a any person or organization because of a person or damage to another's property; known or suspected defect, deficiency, b. Premises you sell, give away or abandon if inadequacy or dangerous condition in it. the "property damage" arises out of any 13. Violation Of Consumer Financial part of those premises; Protection Laws c. Property loaned to you; "Bodily injury", "property damage", "personal d. Personal property in the care, custody or injury" or "advertising injury" arising out of any control of the insured; actual or alleged violation of a consumer financial protection law", or any other "bodily e. That particular part of real property on injury", "property damage", "personal injury" or which you or any contractors or "advertising injury" alleged in any claim or subcontractors working directly or indirectly "suit" that also alleges any such violation. on your behalf are performing operations if 14. Unsolicited Communication the "property damage" arises out of those operations; "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any f. That particular part of any property that actual or alleged violation of any law that must be restored, repaired or replaced restricts or prohibits the sending, transmitting because "your work" was incorrectly or distributing of"unsolicited communication". performed on it; 15. Access Or Disclosure Of Confidential Or g. "Your product" arising out of "your product" Personal Information or any part of it; or "Bodily injury", "property damage", "personal h. "Your work" arising out of "your work" or injury" or "advertising injury" arising out of any any part of it and included in the "products- access to or disclosure of any person's or completed operations hazard". organization's confidential or personal 11. Damage To Impaired Property Or Property information. Not Physically Injured 16. Knowing Violation Of Rights Of Another "Property damage" to "impaired property", or "Personal injury" or"advertising injury" caused property that has not been physically injured, by or at the direction of the insured with the arising out of: knowledge that the act would violate the rights a. A defect, deficiency, inadequacy or of another and would inflict "personal injury" dangerous condition in "your product" or or "advertising injury". "your work"; or 17. Material Published With Knowledge Of b. A delay or failure by you, or anyone acting Falsity on your behalf, to fulfill the terms of a "Personal injury" or "advertising injury" arising contract or agreement. out of oral or written publication, including This exclusion does not apply to the loss of use publication by electronic means, of material, if of other property arising out of sudden and done by or at the direction of the insured with accidental physical injury to "your product" or knowledge of its falsity. Page 10 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA 18. Material Published Or Used Prior To Policy b. Any other "personal injury" or "advertising Period injury" alleged in any claim or "suit" that a. "Personal injury" or "advertising injury" also alleges any such infringement or arising out of oral or written publication, violation of another's copyright, "title" or including publication by electronic means, "slogan" in your"advertisement". of material whose first publication took 24. Insureds In Media And Internet Type place before the beginning of the policy Business period; or "Personal injury" or "advertising injury" arising b. "Advertising injury" arising out of out of an offense committed by an insured infringement of copyright, "title" or "slogan" whose business is: in your "advertisement" whose first a. Advertising, "broadcasting" or publishing; infringement in your "advertisement" was g committed before the beginning of the b. Designing or determining content of web- policy period. sites for others; or 19. Criminal Acts c. An Internet search, access, content or "Personal injury" or "advertising injury" arising service provider. out of a criminal act committed by or at the This exclusion does not apply to Paragraphs direction of the insured. a.(1), (2) and (3) of the definition of "personal 20. Breach Of Contract injury". "Personal injury" or "advertising injury" arising For the purposes of this exclusion: out of a breach of contract. a. Creating and producing correspondence 21. Quality Or Performance Of Goods — Failure written in the conduct of your business, To Conform To Statements bulletins, financial or annual reports, or newsletters about your goods, products or "Advertising injury" arising out of the failure of services will not be considered the goods, products or services to conform with any business of publishing; and statement of quality or performance made in your"advertisement". b. The placing of frames, borders or links, or advertising, for you or others anywhere on 22. Wrong Description Of Prices the Internet will not, by itself, be "Advertising injury" arising out of the wrong considered the business of advertising, description of the price of goods, products or "broadcasting" or publishing. services stated in your"advertisement". 25. Electronic Chatrooms Or Bulletin Boards 23. Intellectual Property "Personal injury" or "advertising injury" arising "Personal injury" or "advertising injury" arising out of an electronic chatroom or bulletin board out of any actual or alleged infringement or the insured hosts, owns or over which the violation of any of the following rights or laws, or insured exercises control. any other"personal injury" or"advertising injury" 26. Unauthorized Use Of Another's Name Or alleged in any claim or "suit" that also alleges Product any such infringement or violation: "Personal injury" or "advertising injury" arising a. Copyright; out of the unauthorized use of another's name b. Patent; or product in your e-mail address, domain c. Trade dress; name or metatag, or any other similar tactics to mislead another's potential customers. d. Trade name; C. With respect to Coverage C: e. Trademark; Newly Acquired, Controlled Or Formed f. Trade secret; or Entities g. Other intellectual property rights or laws. "Crisis management service expenses" arising out This exclusion does not apply to: of a "crisis management event" that involves any a. "Advertising injury" arising out of any actual organization you newly acquire or form and that or alleged infringement or violation of occurred prior to the date you acquired or formed another's copyright, "title" or "slogan" in that organization, even if an "executive officer" your"advertisement"; or only first becomes aware of an "event" or "occurrence" that leads to such "crisis EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 11 of 22 UMBRELLA management event" after the date you acquired or D. CHANGES formed such organization. This policy contains all the agreements between SECTION V—CONDITIONS you and us concerning the insurance afforded. No A. APPEALS change can be made in the terms of this insurance except with our consent. The terms of 1. If the insured or the insured's "underlying this insurance can be amended or waived only by insurer" elects not to appeal a judgment which endorsement issued by us and made a part of this exceeds the "applicable underlying limit" or policy. "self-insured retention", we may do so. E. CURRENCY 2. If we appeal such a judgment, we will pay all costs of the appeal. These payments will not Payments for damages or expenses described in reduce the applicable limits of insurance. In no Paragraph S. of Paragraph D., DEFENSE AND SUPPLEMENTARY PAYMENTS, of SECTION event will our liability exceed the applicable limit of insurance. — COVERAGES will be in the currency of the United States of America. At our sole option, we B. BANKRUPTCY may make these payments in a different currency. 1. Bankruptcy or insolvency of the insured or of Any necessary currency conversion for such the insured's estate will not relieve us of our payments will be calculated based on the rate of obligations under this insurance. exchange published in the Wall Street Journal 2. In the event of bankruptcy or insolvency of any immediately preceeding the date the payment is processed. "underlying insurer", this insurance will not replace such bankrupt or insolvent "underlying F. DUTIES REGARDING AN EVENT, insurer's" policy, and this insurance will apply as OCCURRENCE, CLAIM OR SUIT if such "underlying insurer" had not become 1. You must see to it that we are notified as bankrupt or insolvent. soon as practicable of an "event" or C. CANCELLATION "occurrence" which may result in a claim under this insurance. To the extent possible, 1. The first Named Insured shown in the notice should include: Declarations may cancel this insurance by a. How, when and where the "event" or mailing or delivering to us advance written "occurrence" took place; notice of cancellation. 2. We may cancel this insurance by mailing or b. The names and addresses of any delivering to such first Named Insured written persons or organizations sustaining injury, notice of cancellation at least: damage or loss, and the names and addresses of any witnesses; and a. 10 days before the effective date of c. The nature and location of any injury or cancellation if we cancel for nonpayment of damage arising out of the "event" or premium; or "occurrence". b. 60 days before the effective date of 2. If a claim is made or "suit" is brought against cancellation if we cancel for any other any insured which may result in a claim under reason. this insurance, you must see to it that we 3. We will mail or deliver our notice to such first receive written notice of the claim or "suit" as Named Insured's last mailing address known to soon as practicable. us. 3. With respect to Coverage A, the insured 4. Notice of cancellation will state the effective must: date of cancellation. The policy period will end a. Cooperate with us in the investigation, on that date. settlement or defense of any claim or S. If this insurance is cancelled, we will send such "suit"; first Named Insured any premium refund due. If b. Comply with the terms of the "underlying we cancel, the refund will be pro rata. If such insurance"; and first Named Insured cancels, the refund may be c. Pursue all rights of contribution or less than pro rata. The cancellation will be indemnity against any person or effective even if we have not made or offered a organization who may be liable to the refund. insured because of the injury, damage or 6. If notice is mailed, proof of mailing will be loss for which insurance is provided under sufficient proof of notice. Page 12 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA this policy or any policy of "underlying c. The nature and location of any injury or insurance". damage arising out of that "crisis 4. With respect to Coverage B, the insured must: management event"; and a. Immediately send us copies of any d. The reason that "crisis management demands, notices, summonses or legal event" is likely to involve damages papers received in connection with the covered by this insurance in excess of the claim or"suit"; "applicable underlying limit" or "self- b. Authorize us to obtain necessary records insured retention" and involve regional or and other information; national media coverage. c. Cooperate with us in the investigation, H. EXAMINATION OF YOUR BOOKS ANDRECORDS settlement or defense of any claim or "suit"; and We may examine and audit your books and d. Assist us, upon our request, in the records as they relate to this insurance: enforcement of any right against any 1. At any time during the policy period; person or organization which may be liable 2. Up to three years after the end of the policy to the insured because of injury or damage period; and to which Coverage B may apply. 3. Within one year after final settlement of all S. No insured will, except at that insured's own claims under this insurance. expense, voluntarily make a payment, assume I. EXTENDED REPORTING PERIOD OPTION any obligation, make any admission or incur any expense, other than for first aid for "bodily 1. When the "underlying insurance" applies on a injury" covered by this insurance, without our claims-made basis, any automatic or basic consent. "extended reporting period" in such 6. Knowledge of an "event", "occurrence", claim or "underlying insurance" will apply to this "suit" by your agent, servant or "employee" will insurance. not constitute knowledge by you, unless your 2. When the "underlying insurance" applies on a insurance or risk manager, or anyone working claims-made basis and you elect to purchase in the capacity as your insurance or risk an optional or supplemental "extended manager, or anyone you designate with the reporting period" in such "underlying responsibility of reporting an "event", insurance," that "extended reporting period" "occurrence", claim or"suit": will apply to this insurance only if: a. Has received notice of such "event", a. A written request to purchase an "occurrence", claim or "suit" from such Extended Reporting Period endorsement agent, servant or"employee"; or for this insurance is made by you and received by us within 90 days after the b. Otherwise has knowledge of such "event", end of the policy period; "occurrence", claim or"suit". b. You have paid all premiums due for this G. DUTIES REGARDING A CRISIS MANAGEMENT policy at the time you make such request; EVENT c. You promptly pay the additional premium You must: we charge for the Extended Reporting 1. Notify us within 30 days of a "crisis Period endorsement for this insurancewhen due. We will determine that management event" that may result in "crisis additional premium after we have management service expenses". received your request for the Extended 2. Provide written notice of the "crisis Reporting Period endorsement for this management event" as soon as practicable. To insurance. That additional premium is not the extent possible, notice should include: subject to any limitation stated in the a. How, when and where that "crisis "underlying insurance" on the amount or percentage of additional premium that management event took place; may be charged for the "extended b. The names and addresses of any persons reporting period" in such "underlying or organizations sustaining injury, damage insurance"; and or loss, and the named and addresses of any witnesses; EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 13 of 22 UMBRELLA d. That Extended Reporting Period the full policy period of this Excess Follow- endorsement is issued by us and made a Form And Umbrella Liability Insurance. This part of this policy. provision does not apply to the reduction or 3. Any Extended Reporting Period endorsement exhaustion of the aggregate limit or limits of for this insurance will not reinstate or increase such "underlying insurance" solely by the Limits of Insurance or extend the policy payments as permitted in Paragraphs 4.a.(1), period. (2) and (3) of COVERAGE A — EXCESS 4. Except with respect to any provisions to the FOLLOW-FORM LIABILITY of SECTION I — contrary contained in Paragraphs 1., 2. or 3. COVERAGES. As such policies expire, you above, all provisions of any option to purchase will renew them at limits and with coverage at an "extended reporting period" granted to you in least equal to the expiring limits of insurance. the "underlying insurance" apply to this If you fail to comply with the above insurance. requirements, Coverage A is not invalidated. However, in the event of a loss, we will pay J. INSPECTIONS AND SURVEYS only to the extent that we would have paid had 1. We have the right but are not obligated to: you complied with the above requirements. a. Make inspections and surveys at any time; 2. The first Named Insured shown in the b. Give you reports on the conditions we find; Declarations must give us written notice of and any change in the "underlying insurance" as c. Recommend changes. respects: 2. Any inspections, surveys, reports or a. Coverage; recommendations relate only to insurability and b. Limits of insurance; the premiums to be charged. We do not make c. Termination of any coverage; or safety inspections. We do not undertake to perform the duty of any person or organization d. Exhaustion of aggregate limits. to provide for the health or safety of workers or 3. If you are unable to recover from any the public. We do not warrant that conditions: "underlying insurer" because you fail to a. Are safe or healthful; or comply with any term or condition of the b. Comply with laws, regulations, codes or "underlying insurance", Coverage A is not standards. invalidated. However, we will pay for any loss only to the extent that we would have paid had K. LEGAL ACTION AGAINST US you complied with that term or condition in 1. No person or organization has a right under this that"underlying insurance". insurance: M. OTHER INSURANCE a. To join us as a party or otherwise bring us This insurance is excess over any valid and into a "suit" asking for damages from an collectible "other insurance" whether such "other insured; or insurance" is stated to be primary, contributing, b. To sue us on this insurance unless all of its excess, contingent or otherwise. This provision terms have been fully complied with. does not apply to a policy bought specifically to 2. A person or organization may sue us to recover apply as excess of this insurance. on an agreed settlement or on a final judgment However, if you specifically agree in a written against an insured. We will not be liable for contract or agreement that the insurance provided damages that: to any person or organization that qualifies as an a. Are not payable under the terms of this insured under this insurance must apply on a insurance; or primary basis, or a primary and non-contributory b. Are in excess of the applicable limit of basis, then insurance provided under Coverage A insurance. is subject to the following provisions: An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. L. MAINTENANCE OF UNDERLYING INSURANCE 1. The insurance afforded by each policy of "underlying insurance" will be maintained for Page 14 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA 1. This insurance will apply before any "other provide insurance in such country or insurance" that is available to such additional jurisdiction; or insured which covers that person or b. The furnishing of certificates or other organization as a named insured, and we will evidence of insurance in any country or not share with that "other insurance", provided jurisdiction in which we are not licensed to that the injury or damage for which coverage is provide insurance. sought is caused by an "event" that takes place Q. PROHIBITED COVERAGE — TRADE OR or is committed subsequent to the signing of ECONOMIC SANCTIONS that contract or agreement by you. We will provide coverage for any loss, or 2. This insurance is still excess over any valid and otherwise will provide any benefit, only to the collectible "other insurance", whether primary, extent that providing such coverage or benefit excess, contingent or otherwise, which covers does not expose us or any of our affiliated or that person or organization as an additional parent companies to: insured or as any other insured that does not qualify as a named insured. 1. Any trade or economic sanction under any law or regulation of the United States of America; N. PREMIUM or 1. The first Named Insured shown in the 2. Any other applicable trade or economic Declarations is responsible for the payment of sanction, prohibition or restriction. all premiums and will be the payee for any R. REPRESENTATIONS return premiums. 2. If the premium is a flat charge, it is not subject By accepting this insurance, you agree: to adjustment except as provided in Paragraph 1. The statements in the Declarations and any 4. below. subsequent notice relating to "underlying 3. If the premium is other than a flat charge, it is insurance" are accurate and complete; an advance premium only. The earned 2. Those statements are based upon premium will be computed at the end of the representations you made to us; and policy period, or at the end of each year of the 3. We have issued this insurance in reliance policy period if the policy period is two years or upon your representations. longer, at the rate shown in the Declarations, S. SEPARATION OF INSUREDS subject to the Minimum Premium. Except with respect to the Limits of Insurance, 4. Additional premium may become payable when and any rights or duties specifically assigned in coverage is provided for additional insureds this policy to the first Named Insured shown in the under the provisions of SECTION II — WHO IS Declarations, this insurance applies: AN INSURED. 1. As if each Named Insured were the only O. PREMIUM AUDIT Named Insured; and The premium for this policy is the amount stated in 2. Separately to each insured against whom Item S. of the Declarations. The premium is a flat claim is made or"suit" is brought. charge unless it is specified in the Declarations as T. WAIVER OR TRANSFER OF RIGHTS OF adjustable. RECOVERY AGAINST OTHERS TO US P. PROHIBITED COVERAGE — UNLICENSED 1. If the insured has rights to recover all or part INSURANCE of any payment we have made under this 1. With respect to loss sustained by any insured in insurance, those rights are transferred to us a country or jurisdiction in which we are not and the insured must do nothing after loss to licensed to provide this insurance, this impair them. At our request, the insured will insurance does not apply to the extent that bring suit or transfer those rights to us and insuring such loss would violate the laws or help us, and with respect to Coverage A, the regulations of such country orjurisdiction. "underlying insurer", enforce them. 2. We do not assume responsibility for: If the insured has agreed in a contract or a. The payment of any fine, fee, penalty or agreement to waive that insured's right of other charge that may be imposed on any recovery against any person or organization, we waive our right of recovery against that person or organization in any country or person or organization, but only for payments jurisdiction because we are not licensed to we make because of an "event" that takes place or is committed subsequent to the EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 15 of 22 UMBRELLA execution of that contract or agreement by such SECTION VI — DEFINITIONS insured. A. With respect to all coverages of this insurance: 2. Reimbursement of any amount recovered will 1. "Applicable underlying limit" means the sum of: be made in the following order: a. First, to any person or organization a. The applicable limit of insurance stated (including us or the insured) who has paid for the policies of "underlying insurance" any amount in excess of the applicable limit in the Schedule Of Underlying Insurance of insurance; subject to the provisions in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — b. Next, to us; and EXCESS FOLLOW-FORM LIABILITY of c. Then, to any person or organization SECTION I —COVERAGES; and (including the insured and with respect to b. The applicable limit of insurance of any Coverage A, the "underlying insurer") that "other insurance" that applies. is entitled to claim the remainder, if any. The limits of insurance in any policy of 3. Expenses incurred in the process of recovery underlying insurance will apply even if: will be divided among all persons or organizations receiving amounts recovered a. The "underlying insurer" claims the according to the ratio of their respective insured failed to comply with any term or recoveries. condition of the policy; or U. TRANSFER OF YOUR RIGHTS AND DUTIES b. The "underlying insurer" becomes UNDER THIS INSURANCE bankrupt or insolvent. 1. Your rights and duties under this insurance may 2• "Auto hazard" means all "bodily injury" and not be transferred without our written consent "property damage" to which liability insurance except in the case of death of an individual afforded under an auto policy of "underlying Named Insured. insurance" would apply but for the exhaustion 2. If you die, your rights and duties will be of its applicable limits of insurance. transferred to your legal representative but only 3. "Electronic data" means information, facts or while acting within the scope of duties as your programs stored as or on, created or used on, legal representative. Until your legal or transmitted to or from computer software representative is appointed, anyone having (including systems and applications software), proper temporary custody of your property will hard or floppy disks, CD-ROMs, tapes, drives, have your rights and duties but only with cells, data processing devices or any other respect to that property. media which are used with electronically V. UNINTENTIONAL OMISSION OR ERROR controlled equipment. The unintentional omission of, or unintentional error 4. "Event" means an "occurrence", offense, in, any information provided by you which we relied accident, act, error, omission, wrongful act or upon in issuing this policy will not prejudice your loss. rights under this insurance. However, this provision 5. "Extended reporting period" means any period does not affect our right to collect additional of time, starting with the end of the policy premium or to exercise our rights of cancellation or period of your claims-made insurance, during nonrenewal in accordance with applicable which claims or "suits" may be first made, insurance laws or regulations. brought or reported for that insurance. W. WHEN LOSS IS PAYABLE 6. "Medical expenses" means expenses to If we are liable under this insurance, we will pay for which any Medical Payments section of any injury, damage or loss after: policy of Commercial General Liability 1. The insured's liability is established by: "underlying insurance" applies. a. A court decision; or 7. "Other insurance" means insurance, or the b. A written agreement between the claimant, funding of losses, that is provided by, through or on behalf of: the insured, any "underlying insurer" and us; and a. Another insurance company; 2. The amount of the "applicable underlying limit" b. Us or any of our affiliated insurance or "self-insured retention" is paid by or on companies; behalf of the insured. c. Any risk retention group; Page 16 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA d. Any self-insurance method or program, in Commercial General Liability which case the insured will be deemed to "underlying insurance" states that be the provider of such insurance; or products-completed operations are e. Any similar risk transfer or risk subject to the General Aggregate management method. Limit. "Other insurance" does not include: 9• "Suit" means a civil proceeding which alleges a. Any"underlying insurance"; or damages. "Suit" includes: a. An arbitration proceeding in which b. Any policy of insurance specifically damages are claimed and to which the purchased to be excess of the limits of insured must submit or does submit with insurance of this policy shown in the our consent; or Declarations. b. Any other alternative dispute resolution 8. "Products-completed operations hazard": proceeding to which the insured submits a. Includes all "bodily injury" and "property with our consent. damage" occurring away from premises 10. "Underlying insurance": you own or rent and arising out of "your product" or"your work" except: a. Means the policy or policies of insurance (1) Products that are still in your physical listed in the Schedule Of Underlying possession; or Insurance. (2) Work that has not yet been completed b. Includes any renewal or replacement of or abandoned. However, "your work" such policies if such renewal or will be deemed completed at the replacement is during the policy period of earliest of the following times: this Excess Follow-Form And Umbrella (a) When all the work called for in your Liability Insurance. contract has been completed; c. Does not include any part of the policy (b) When all the work to be done at the period of any of the policies described in job site has been completed if your Paragraphs a. or b. above that began contract calls for work at more than before, or that continues after, the policy one job site; or period of this Excess Follow-Form And Umbrella Liability Insurance. (c) When that part of the work done at 11. "Underlying insurer" means any insurer which a job site has been put to its intended use by any person or provides a policy of insurance listed in the organization other than another Schedule Of Underlying Insurance. contractor or subcontractor working B. With respect to Coverage B and, to the extent that on the same project. the following terms are not defined in the Work that may need service, "underlying insurance", to Coverage A: maintenance, correction, repair or 1. "Advertisement" means a notice that is replacement, but which is otherwise broadcast or published to the general public complete, will be treated as completed. or specific market segments about your b. Does not include "bodily injury" or "property goods, products or services for the purpose of damage" arising out of: attracting customers or supporters. For the (1) The transportation of property, unless purposes of this definition: the injury or damage arises out of a a. Notices that are published include condition in or on a vehicle not owned material placed on the Internet or on or operated by you, and that condition similar electronic means of was created by the "loading or communication; and unloading" of that vehicle by any b. Regarding web sites, only that part of a insured; web site that is about your goods, (2) The existence of tools, uninstalled products or services for the purposes of equipment or abandoned or unused attracting customers or supporters is materials; or considered an advertisement. (3) Products or operations for which the 2. "Advertising injury": classification listed in a policy of EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 17 of 22 UMBRELLA a. Means injury, other than "personal injury", b. In, by or with any other electronic means caused by one or more of the following of communication, such as the Internet, if offenses: that material is part of: (1) Oral or written publication, including (1) Radio or television programming publication by electronic means, of being transmitted; material in your "advertisement" that slanders or libels a person or (2) Other entertainment, educational, instructional, music or news organization or disparages a person's programming being transmitted; or or organization's goods, products or services, provided that the claim is (3) Advertising transmitted with any such made or the "suit" is brought by a programming. person or organization that claims to 6. "Consumer financial identity information" have been slandered or libeled, or that means any of the following information for a claims to have had its goods, products person that is used or collected for the or services disparaged; purpose of serving as a factor in establishing (2) Oral or written publication, including such person's eligibility for personal credit, publication by electronic means, of insurance or employment or for the purpose material in your"advertisement" that: of conducting a business transaction: (a) Appropriates a person's name, a. Part or all of the account number, the voice, photograph or likeness; or expiration date or the balance of any (b) Unreasonably places a person in a credit, debit, bank or other financial false light; or account; b. Information bearing on a person's credit (3) Infringement of copyright, "title" or worthiness, credit standing or credit "slogan" in your "advertisement", capacity; provided that the claim is made or the c. Social security number; suit is brought by a person or organization that claims ownership of d. Driver's license number, or such copyright, "title" or"slogan". e. Birth date. b. Includes "bodily injury" caused by one or 7, "Consumer financial protection law" means: more of the offenses described in Paragraph a. above. a. The Fair Credit Reporting Act (FCRA) and any of its amendments, including the Fair 3. "Auto" means: and Accurate Credit Transactions Act a. A land motor vehicle, trailer or semitrailer (FACTA); designed for travel on public roads, b. California's Song-Beverly Credit Card Act including any attached machinery or and any of its amendments; or equipment; or b. Any other land vehicle that is subject to a C. Any other law or regulation that restricts or prohibits the collection, dissemination, compulsory or financial responsibility law or transmission, distribution or use of other motor vehicle insurance law where it "consumer financial identity information". is licensed or principally garaged. includes a "leased worker". However, "auto" does not include "mobile $• "Employee" Employee does not include a temporary equipment". worker". 4. "Bodily injury" means: 9. "Good Samaritan services" means any a. Physical harm, including sickness or emergency medical services for which no disease, sustained by a person; or compensation is demanded or received. b. Mental anguish, injury or illness, or 10. "Impaired property" means tangible property, emotional distress, resulting at any time other than "your product" or "your work", that from such physical harm, sickness or cannot be used or is less useful because: disease. a. It incorporates "your product" or "your S. "Broadcasting" means transmitting any audio or work" that is known or thought to be visual material for any purpose: defective, deficient, inadequate or a. By radio or television; or dangerous; or Page 18 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA b. You have failed to fulfill the terms of a exploration, lighting and well servicing contract or agreement; equipment; or if such property can be restored to use by the (2) Cherry pickers and similar devices repair, replacement, adjustment or removal of used to raise or lower workers. "your product" or "your work" or your fulfilling f. Vehicles not described in Paragraph a., b., the terms of the contract or agreement. c. or d. above maintained primarily for 11. "Leased worker" means a person leased to you purposes other than the transportation of by a labor leasing firm under an agreement persons or cargo. between you and the labor leasing firm, to However, self-propelled vehicles with the perform duties related to the conduct of your following types of permanently attached business. "Leased worker" does not include a equipment are not "mobile equipment" but "temporary worker". will be considered "autos": 12. "Loading or unloading" means the handling of (1) Equipment designed primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or"auto"; (c) Street cleaning; b. While it is in or on an aircraft, watercraft or "auto"; or (2) Cherry pickers and similar devices mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or "auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a welding, building cleaning, geophysical mechanical device, other than a hand truck, exploration, lighting and well servicing that is not attached to the aircraft, watercraft or equipment. "auto". However, "mobile equipment" does not include 13. "Mobile equipment" means any of the following any land vehicle that is subject to a compulsory types of land vehicles, including any attached or financial responsibility law, or other motor machinery or equipment: vehicle insurance law, where it is licensed or a. Bulldozers, farm machinery, forklifts and principally garaged. Such land vehicles are considered "autos". other vehicles designed for use principally off 14. "Occurrence" means: public roads. b. Vehicles maintained for use solely on or next a. With respect to "bodily injury" or "property to premises you own or rent. damage": c. Vehicles that travel on crawler treads. (1) An accident, including continuous or repeated exposure to substantially the d. Vehicles, whether self-propelled or not, same general harmful conditions, maintained primarily to provide mobility to which results in "bodily injury" or permanently mounted: "property damage". All "bodily injury" (1) Power cranes, shovels, loaders, diggers or "property damage" caused by such or drills; or exposure to substantially the same (2) Road construction or resurfacing general harmful conditions will be deemed to be caused by one equipment such as graders, scrapers or "occurrence"; or rollers. (2) An act or omission committed in e. Vehicles not described in Paragraph a., b., providing or failing to provide first aid c. or d. above that are not self-propelled and or "Good Samaritan services" to a are maintained primarily to provide mobility person by any of your "employees" or to permanently attached equipment of the "volunteer workers" other than an following types: employed or volunteer doctor, unless (1) Air compressors, pumps and you are in the business or occupation generators, including spraying, welding, of providing professional health care building cleaning, geophysical services; EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 19 of 22 UMBRELLA b. With respect to "personal injury", an (5) Oral or written publication, including offense arising out of your business that publication by electronic means, of results in "personal injury". All "personal material that: injury" caused by the same or related injurious material, act or offense will be (a) Appropriates a person's name, deemed to be caused by one "occurrence", voice, photograph or likeness; or regardless of the frequency or repetition (b) Unreasonably places a person in thereof, the number and kind of media a false light. used or the number of persons or b. Includes "bodily injury" caused by one or organizations making claims or bringing"suits"; and more of the offenses described in Paragraph a. above. c. With respect to "advertising injury", an offense committed in the course of 17. "Pollutants" mean any solid, liquid, gaseous or advertising your goods, products and thermal irritant or contaminant, including services that results in "advertising injury". smoke, vapor, soot, fumes, acids, alkalis, All "advertising injury" caused by the same chemicals and waste. Waste includes or related injurious material, act or offense materials to be recycled, reconditioned or will be deemed to be caused by one reclaimed. "occurrence", regardless of the frequency 18. "Property damage" means: or repetition thereof, the number and kind of media used or the number of persons or a. Physical injury to tangible property, organizations making claims or bringing including all resulting loss of use of that "suits". property. All such loss of use will be 15. "Officer" means a person holding any of the deemed to occur at the time of the officer positions created by your charter, physical injury that caused it; or constitution, bylaws or any other similar b. Loss of use of tangible property that is not governing document. physically injured. All such loss of use will 16. "Personal injury": be deemed to occur at the time of the "occurrence" that caused it. a. Means injury, other than "advertising injury", caused by one or more of the For the purposes of this insurance, "electronic following offenses: data" is not tangible property. (1) False arrest, detention or 19. "Self-insured retention" is the greater of: imprisonment; a. The amount shown in the Declarations (2) Malicious prosecution; which the insured must first pay under (3) The wrongful eviction from, wrongful Coverage B for damages because of all entry into, or invasion of the right of "bodily injury", "property damage", private occupancy of a room, dwelling "personal injury" or "advertising injury" or premises that a person occupies, arising out of any one "occurrence"; or provided that the wrongful eviction, b. The applicable limit of insurance of any wrongful entry or invasion of the right of "other insurance" that applies. private occupancy is committed by or on behalf of the owner, landlord or 20. "Slogan": lessor of that room, dwelling or a. Means a phrase that others use for the premises; purpose of attracting attention in their (4) Oral or written publication, including advertising. publication by electronic means, of b. Does not include a phrase used as, or in, material that slanders or libels a person the name of: or organization or disparages a person's or organization's goods, (1) Any person or organization other than products or services, provided that the you; or claim is made or the "suit" is brought by a person or organization that claims to (2) Any business, or any of the premises, have been slandered or libeled, or that goods, products, services or work, of claims to have had its goods, products any person or organization other than or services disparaged; or you. Page 20 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA 21. "Temporary worker" means a person who is (1) Warranties or representations made furnished to you to substitute for a permanent at any time with respect to the fitness, "employee" on leave or to meet seasonal or quality, durability, performance or use short-term workload conditions. of"your work"; and 22. "Title" means the name of a literary or artistic (2) The providing of or failure to provide work. warnings or instructions. 23. "Unsolicited communication" means any C. With respect to Coverage C: communication, in any form, that the recipient 1. "Crisis management advisor" means any of such communication did not specifically public relations firm or crisis management request to receive. firm approved by us that is hired by you to 24. "Volunteer worker" means a person who is not perform "crisis management services" in your "employee", and who donates his or her connection with a "crisis management event". work and acts at the direction of and within the 2. "Crisis management event" means an "event" scope of duties determined by you, and is not or "occurrence" that your "executive officer" paid a fee, salary or other compensation by you reasonably determines has resulted, or may or anyone else for their work performed by you. result, in: 25. "Your product": a. Damages covered by this Coverage A or Coverage B that are in excess of the total a. Means: applicable limits of the "underlying (1) Any goods or products, other than real insurance" or"self-insured retention"; and property, manufactured, sold, handled, b. Significant adverse regional or national distributed or disposed of by: media coverage. (a) You; 3. "Crisis management service expenses" (b) Others trading under your name; or means amounts incurred by you, after a (c) A person or organization whose "crisis management event" first commences business or assets you have and before such event ends: acquired; and a. For the reasonable and necessary: (2) Containers (other than vehicles), (1) Fees and expenses of a "crisis materials, parts or equipment furnished management advisor" in the in connection with such goods or performance for you of "crisis products. management services" solely for a "crisis management event"; and b. Includes: (2) Costs for printing, advertising, mailing (1) Warranties or representations made at of materials or travel by your any time with respect to the fitness, directors, officers, employees or quality, durability, performance or use agents or a "crisis management of"your product"; and advisor" solely for a "crisis management event"; and (2) The providing of or failure to provide b. For the following expenses resulting from warnings or instructions. such "crisis management event", provided c. Does not include vending machines or that such expenses have been approved other property rented to or located for the by us: use of others but not sold. (1) Medical expenses; 26. "Your work": (2) Funeral expenses; a. Means: (3) Psychological counseling; (1) Work or operations performed by you (4) Travel expenses; or on your behalf; and (5) Temporary living expenses; (2) Materials, parts or equipment furnished (6) Expenses to secure the scene of a in connection with such work or "crisis management event"; or operations. (7) Any other expenses pre-approved by b. Includes: us. EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 21 of 22 UMBRELLA 4. "Crisis management services" means those c. Chief Financial Officer; services performed by a "crisis management d. President; advisor" in advising you or minimizing potential harm to you from a "crisis management event" e. General Counsel; by maintaining or restoring public confidence in f. General partner (if you are a you. partnership); or S. "Executive officer" means your: g. Sole proprietor (if you are a sole a. Chief Executive Officer; proprietorship); b. Chief Operating Officer; or any person acting in the same capacity as any individual listed above. Page 22 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA POLICY NUMBER: CUP-8W665229-24-43 ISSUE DATE: 07/09/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Foreign Automobile Liability Limits Of Liability Carrier TRAVELERS PROPERTY CASUALTY Bodily Injury And COMPANY OF AMERICA Property Damage $1,000,000 Combined Single Limit Policy Number ZGC-81N67619-24 Policy Period From: 06/30/2024 to: 06/30/2025 Foreign Employers Liability Limits Of Liability Carrier TRAVELERS PROPERTY CASUALTY Bodily Injury By Accident $1,000,000 COMPANY OF AMERICA Each Accident Policy Number ZGC-81N67619-24 Bodily Injury By Disease Policy Limit $1,000,000 Policy Period From: 06/30/2024 Bodily Injury By Disease $1,000,000 t0: 06/30/2025 Each Employee Foreign Employee Benefits Liability Limits Of Liability Carrier TRAVELERS PROPERTY CASUALTY Each Employee $1,000,000 COMPANY OF AMERICA Aggregate $2,000,000 Policy Number ZGC-81N67619-24 Policy Period From: 06/30/2024 to: 06/30/2025 PRODUCER:USI INS SERV NORTHWEST OFFICE:SEATTLE WA 199 EU 00 03 08 18 ©2018 The Travelers Indemnity Company.All rights reserved. Page 1 Of 3 UMBRELLA POLICY NUMBER: CUP-8W665229-24-43 ISSUE DATE: 07/09/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Foreign General Liability Limits Of Liability Carrier TRAVELERS PROPERTY CASUALTY General Aggregate $2,000,000 COMPANY OF AMERICA Products-Completed $2,000,000 Policy Number ZGC-81N67619-24 Operations Aggregate Policy Period Personal and Advertising Injury $1,000,000 From: 06/30/2024 to: 06/30/2025 Each Occurrence $1,000,000 Automobile Liability Limits Of Liability Carrier TRAVELERS PROPERTY CASUALTY Bodily Injury And Property $1,000,000 COMPANY OF AMERICA Damage Combined Single Limit Policy Number 810-008W483201-24 Policy Period From: 06/30/2024 to: 06/30/2025 Employers Liability Limits Of Liability Carrier THE PHOENIX INSURANCE COMPANY Bodily Injury By Accident $1,000,000* Each Accident Policy NumberUB-009T819592-24 Bodily Injury By Disease $1,000,000* Policy Limit Policy Period From: 06/30/2024 Bodily Injury By Disease $1,000,000* to: 06/30/2025 Each Employee *UNLIMITED IN THE STATE OF NEW YORK FOR SUBJECT EMPLOYEES PRODUCER:USI INS SERV NORTHWEST OFFICE:SEATTLE WA 199 EU 00 03 08 18 ©2018 The Travelers Indemnity Company.All rights reserved. Page 2 Of 3 UMBRELLA POLICY NUMBER: CUP-8W665229-24-43 ISSUE DATE: 07/09/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULE OF UNDERLYING INSURANCE This endorsement modifies insurance provided under the following: EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE Employee Benefits Liability Limits Of Liability Carrier THE CHARTER OAK FIRE INSURANCE Each Employee $1,000,000 COMPANY Aggregate $2,000,000 Policy Number 630-8W600538-24 Policy Period From: 06/30/2024 to: 06/30/2025 Commercial General Liability Limits Of Liability Carrier THE CHARTER OAK FIRE INSURANCE General Aggregate $2,000,000 COMPANY Products-Completed $2,000,000 Policy Number 630-8W600538-24 Operations Aggregate Policy Period Personal and $1,000,000 From: 06/30/2024 Advertising Injury to: 06/30/2025 Each Occurrence $1,000,000 Limits Of Liability Carrier Policy Number Policy Period From: to: PRODUCER:USI INS SERV NORTHWEST OFFICE:SEATTLE WA 199 EU 00 03 08 18 ©2018 The Travelers Indemnity Company.All rights reserved. Page 3 Of 3 TRAVELERS J� WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY Policy# UB-9T819592-24-43-G ENDORSEMENT WC 00 03 13 (00)— Effective 06/30/2024-06/30/2025 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: As Written by Contract DESIGNATED ORGANIZATION: As Written by Contract ST ASSIGN: TRAVELERS J� WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 06 11 (00)— 001 L-171 =J FID❑❑❑❑5❑❑M4 FBI JAL F_F_=IT-1-MUFI❑4 F®[17-L1F_]�F NOTICE OF CANCELLATION Except for non-payment of premium by you, we agree that no cancellation or limitation of this policy shall be effective until written notice in accordance with item 2 of the Schedule has been mailed to you. Mailing notice to you at the mailing address shown in item 1 of the Schedule shall be sufficient to prove notice. SCHEDULE 1. Name: ANY PERSON OR ORGANIZATION WITH WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEE TO IT THAT WE RECEIVE A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2 . WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT. " ADDRESS: "THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US 2. NUMBER OF DAYS WRITTEN NOTICE: 30 ST ASSIGN: Pagel of 1 Terra Insurance Company (A Risk Retention Group) FF TERRA Two Fifer Avenue, Suite 100 INSURANCE COMPANY Corte Madera, CA 94925 DATE CERTIFICATE OF INSURANCE 01/29/25 CERTIFICATE HOLDER City of Kent Attn: Karin Bayes 220 4th Avenue South Kent, WA 98032 This certifies that the "claims made" insurance policy(described below by policy number)written on forms in use by the Company has been issued. This certificate is not a policy or a binder of insurance and is issued as a matter of information only,and confers no rights upon the certificate holder. This certificate does not alter, amend or extend the coverage afforded by this policy. The policy of insurance listed below has been issued to the insured named below for the policy period indicated. Notwithstanding any requirement,term or condition of any contract or other document with respect to which this certificate may be issued or may pertain,the insurance afforded by the policy described herein is subject to all the terms,exclusions and conditions of such policy. Aggregate limits shown may have been reduced by paid claims. TYPE OF INSURANCE Professional Liability POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE 225019 01/01/25 12/31/25 LIMITS OF LIABILITY $2,000,000 EACH CLAIM $2,000,000 ANNUAL AGGREGATE PROJECT DESCRIPTION 0410-145-10 - City of Kent-218th Street Utilities and Consultation CANCELLATION: If the described policy is cancelled by the Company before its expiration date, the Company will mail written notice to the certificate holder thirty(30) days in advance, or ten (10) days in advance for non-payment of premium. If the described policy is cancelled by the insured before its expiration date, the Company will mail written notice to the certificate holder within thirty (30) days of the notice to the Company from the insured. ISSUING COMPANY: NAME AND ADDRESS OF INSURED TERRA INSURANCE COMPANY (A Risk Retention Group) GeoEngineers,Inc. 1101 S. Fawcett Avenue, Suite 200 Tacoma, WA 98402 a"r President