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16-069.00 Paladin: SMARTGov Training Statement of Work psimpiwas. Page 1 of 1 Paladin Data Systems Corporation Date: 30-MAR-2016 19362 Powder Hill Place NE Quotation: 23268 Poulsbo,WA 98370-8720 Tel: 360-779-2400 1400-532-8448 To: Spokane Valley,City of 11707 E.Sprague Avenue,Suite 106 Telephone: 509-720-5317 Spokane Valley,WA 99206 Fax: -- Contact: Luis Garcia Estimated By: Tresa Cooper Work to Be Performed Paladin will provide Refresher Training for City of Spokane Valley at the Paladin offices in Poulsbo,WA. Refresher Training will consist of two 8-hour days and will cover: • Administration(General/Jurisdiction)-4 hours • Administration(Permitting)-4 hours • Administration(Licensing)-2 hours • Licensing-Creation/Renewal Processes-2 hours • Ad Hoc Reports-4 hours Hours I Extended Description Qty Cost Price Refresher User Training–flat rate for 2 days of Refresher Training 800.00 $800.00 Total estimated cost: $800.00 Please sign on the acceptance line below to authorize work. Thank you. This"Statement of Work"(SOW)is a cost estimate based on time and materials work and is valid for 30 calendar days from the issue date.The Paladin Data Systems Corporation Master Professional Services Agreement(MPSA)#23268 is incorporated as part of this SOW.Billing occurs monthly. Terms are Net 30. Late payments are subject to a 1.0%finance charge. g9Akrathbfki— 4/R ?4g9 � 3(3°601 p 9 Accepted and Signed(Client) Date Accep ed and Signed(Paladin) Date 11/19rk (atilt& deft, (* , Print Name &Title i Print Name&Title My company Does, Does Not -Require an authorizing document for billing such as a Purchase Order or Contract. If yes,the document number for this SOW is Customer Initial Job Track®By Paladin @AIADIN Page 1 of 4 Paladin Data Systems Corporation Master Professional Services Agreement#23268 This Master Professional Services Agreement(the "MPSA")is effective as of the date of the last signer (the"Effective Date"), by and between Paladin Data Systems Corporation ("Us")and City of Spokane Valley, WA("You"). The Parties agree as follows: 1.Definitions IN addition to the terms defined elsewhere in this MPSA the following terms have the following meanings: 1.1 "Party or Parties" means either We, Us, or Our, as well as You or Your individually or collectively. 1.2 "Service or Services" means work to be performed on a Statement of Work. 1.3 "Third Party" means any entity or individual other than We, Us, or Our,as well as You or Your. 1.4 'We," "Us"or"Our"means the Paladin Data Systems Corporation. 1.5 "You"or"Your" means the company or other legal entity for which You are accepting this MPSA. 2.Services We will provide to You the Service specified on Our standard statement of work("SOW")or Your purchase order(PO) executed by both Parties, under the terms of this MPSA. Each SOW or PO will specify the Services and applicable fees, and will be governed by the terms of this MPSA. To the extent that the terms and conditions of any SOW or any PO entered into between the Parties conflict with or are inconsistent with the terms and conditions of the MPSA,the terms and conditions of this MPSA will control. 3.Fees for Services Unless otherwise specified in the applicable SOW or PO, Services will be provided to You on a time and material basis("T& M"). Rates must be specified on the SOW. If a dollar limit is stated in the applicable SOW or PO, the limit will be deemed an estimate for Your budgeting and Our resource scheduling purposes; after the limit is expended, We will continue to provide the Services on a T &M basis if a SOW or PO for continuation of the Services is signed by the Parties. 4.Incidental Expenses Unless otherwise stated in a SOW or PO,You will reimburse Us for reasonable travel, communications, and out-of-pocket expenses incurred in conjunction with the Services. 5. Invoicing and Payment We will invoice You monthly, unless otherwise expressly specified in a SOW or PO. Charges will be payable within 30 days of invoice date and will be deemed overdue if they remain unpaid thereafter. All overdue invoices are subject to an interest charge of 1.0% per month. 6.Taxes The charges do not include taxes. If We are required to pay any federal,state, or local taxes based on the Services provided under this MPSA, the taxes will be billed and paid by You; this will not apply to taxes based on Our income. 7.Term and Termination (a)The term of this MPSA will begin as of the Effective Date and, unless earlier terminated in accordance with this Section,will continue until the 12-month anniversary of the Effective Date("Initial Term"). Upon expiration of the Initial Term,this MPSA will automatically renew for successive periods of 12 months each(each such 12-month period a"Subsequent Term,"and, collectively with the Initial Term,the"Term") until either Party gives the other Party at least 14 days'prior written notice of termination of the MPSA (such written notice a"Termination Notice"). (b)Either Party may terminate this MPSA at any time,for any reason or no reason, by providing the other Party with at least 14 days' prior written notice. Either Party may terminate any SOW or PO entered into hereunder at any time, for any reason or no reason, by providing the other Party with at least 14 days' prior written notice. (c)Any SOW outstanding at the time of termination of the MPSA will continue to be covered while that SOW is effective by this MPSA as if the MPSA had not been terminated. 19362 Powder Hill Place NE Poulsbo,WA 98370-8720 MPSAv0913 "CMANNEffis Page 2 of 4 Paladin Data Systems Corporation Master Professional Services Agreement#23268 (d) Upon any termination of this MPSA or any SOW or PO, You are only liable to pay for Services performed and liabilities incurred prior to the termination date (less all progress payments received by Us before termination,if any). If the fee set forth in the SOW or PO is a fixed amount, You will pay the fee to the extent the Services are complete. 8.Warranty We warrant the Services will be performed consistent with generally accepted industry standards. 9. Limitations on Warranty YOU MUST REPORT ANY DEFICIENCIES IN THE SERVICES TO US IN WRITING WITHIN THIRTY (30)DAYS OF COMPLETION OF THE SERVICES IN ORDER TO RECEIVE WARRANTY REMEDIES. THE WARRANTY HEREIN IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS SET FORTH IN PARAGRAPH 9 OF THIS MPSA. 10.Exclusive Remedy For any breach of the above warranty, Your exclusive remedy, and Our entire liability, will be the re- performance of the Services. If We are unable to re-perform the Services as warranted, You will be entitled to recover the fees paid to Us for the deficient Services. IN NO EVENT WILL WE BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING FROM ANY SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR LOST PROFITS OR OTHER ECONOMIC DAMAGES. 11.Relationship between the Parties We are an independent contractor; nothing in this MPSA will be construed to create a partnership,joint venture,or agency relationship between the parties. Each Party will be solely responsible for payment of all compensation owed to its employees, as well as employment related taxes. Each Party will maintain appropriate worker's compensation for its employees, as well as employment related taxes. 12.Authority to Enter Into Agreement Each Party to this MPSA has the authority to enter into and form this MPSA. The individuals signing the MPSA have the authority to act as agents of their respective organizations. Each Party acknowledges that they have read this MPSA and will abide by it. 13.Force Majeure Neither Party will be considered to be in default of this MPSA as a result of events beyond their reasonable control. For purposes of this MPSA, such acts will include, but are not limited to,acts of God, catastrophe, or other"force majeure"events beyond the Parties'reasonable control. 14.Assignment of Agreement You may not assign the MPSA or its responsibility for payments to any organization,without written approval by Us. We may not assign its responsibilities for performance under the MPSA to any organization without written approval of You. 15.Hold Harmless Indemnity You assert You possess all the rights and interests in the Third Party licensed software necessary to enter into this MPSA,and will indemnify and hold Us, its agents and employees harmless from any loss, damage or liability for infringement of any United States patent right or copyright with respect to the use of the Third Party licensed software; provided that You are notified in writing within ten calendar days of suit or claim against Us, that We permit You to defend, compromise or settle said claim of infringement and give You all available information, assistance and authority to enable You to do so, provided Us fully observes all the terms and conditions of this MPSA. 19362 Powder Hill Place NE Poulsbo,WA 98370-8720 MPSAv0913 Page 3 of 4 Paladin Data Systems Corporation Master Professional Services Agreement#23268 16.Confidentiality and Non-Disclosure Except as legally required, the Parties agree that neither Party will directly or indirectly disclose or use any Confidential Information without prior written permission from the other Party. "Confidential Information" means any type of confidential or proprietary information or material disclosed to or known by the recipient of such information ("Recipient")as a consequence of or through its relationship with the Party disclosing such information, and consisting of information conceived, originated, discovered, or developed in whole or in part by Recipient,which is not part of the public domain or otherwise generally available to the Recipient from independent sources, including but not limited to information which relates to research, development, trade secrets, know-how, inventions, technical data, hardware, software, source codes, object codes, manufacture, purchasing, accounting, engineering, marketing, merchandising and selling, business labs or strategies, and information entrusted by a Third Party to the Party disclosing such information. 17.Nonsolicitation of Employees During the period that this MPSA is in effect and for a period of six months after termination or expiration thereof,each Party agrees not to solicit for employment any technical or professional employees of the other Party assigned to work on the Services without the prior written approval of the other Party. 18.Insurance and Risk of Loss You bear all responsibility for damages to Your equipment and facilities. 19.Possession of Software, Software Enhancements and Documentation We will be entitled to exclusive possession of all software enhancements to non-Paladin Data Systems Corporation owned software products,documentation relating to such software and enhancements and other intellectual property developed pursuant to this MPSA until all funds due from You are paid in full. Our exclusive right to possession will continue until full payment is received regardless of ownership rights in the software.We will retain all rights and ownership of all software enhancements to Paladin Data Systems Corporation owned software products. You expressly agree to Our possessory lien on all software, software enhancements,documentation, and intellectual property developed by Us. 20.Survival of Rights The rights and responsibilities of sections 15, 16 and 17 will survive the termination of this MPSA. 21.Severability All provisions of this MPSA are severable and no provision hereof will be affected by the invalidity of any other such provision. 22.Governing Law; Attorney's Fees; Venue This MPSA will be governed by and construed in accordance with the laws of the state of Washington. In the event of a dispute over this MPSA,the prevailing Party will recover its reasonable attorneys'fees and costs from the breaching Party. Venue will be in Kitsap County, Washington. 23.Entire Agreement This MPSA constitutes the complete agreement between the parties and supersedes all previous and contemporaneous agreements,proposals,or representations,written or oral,concerning the subject matter of this MPSA. Neither this MPSA nor a SOW or PO may be modified or amended except in writing signed by a duly authorized representative of each Party: no other act,document, usage, or custom will be deemed to amend or modify this MPSA, a SOW,or PO. It is expressly agreed that any terms and conditions of PO will be superseded by the terms and conditions of this MPSA and the applicable SOW. 19362 Powder Hill Place NE Poulsbo,WA 98370-8720 MPSAv0913 GiYtLAIDENb7Ti a Page 4 of 4 Paladin Data Systems Corporation Master Professional Services Agreement#23268 IN WITNESS WHEREOF,the Parties have executed this MPSA by their authorized representatives. CITY OF SPOKANE VALLEY,WA PALADIN: PALADIN DATA SYSTEMS CORPORATION �(1/,k (? e44 % B nn /I. BY Ark ( R 1 t'l0ut� E(z:((S PRINTED NAME PRINTED NAME _bept* 64s( k(apvirt-- C P TITLE: TITLE: 4,‘( 13),D(� /3b 20((0 DAT NED: DATE SIGNE : ADDRESS: 11707 E. ADDRESS: 19362 Powder Hill Place NE, Sprague Avenue, Suite 106 Poulsbo,WA 98370-8720 Spokane Valley,WA 99206 CONTACT PERSON: CONTACT PERSON: Contracts Manager EMAIL: EMAIL: contracts@paladindata.com PHONE: PHONE:360-779-2400 FAX: FAX: 360-779-2600 19362 Powder Hill Place NE Poulsbo,WA 98370-8720 MPSAv0913 Client#:75363 PALADATA ACORD,. CERTIFICATE OF LIABILITY INSURANCE 4/05/2016DATE(MM/DDIM/DD/YYYY) 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 be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACTNAME: Christina McMullen Propel Insurance PHONE 800 499-0933 FAX 866.577.1326 Tacoma Commercial Insurance ADDREs (A/C, ADRES Ext): (A/C,No): s: Christina.McMullen@propelinsurance.com 1201 Pacific Ave,Suite 1000 INSURER(S)AFFORDING COVERAGE NAIC# Tacoma,WA 98402 INSURER AProperty rave Tlers CasualtyCoo 25674 : INSURED INSURER B:Sentinel Insurance Company 11000 Paladin Data Systems Corp. INSURER C: 19362 Powder Hill PL.NE INSURER D: Poulsbo,WA 98370 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLSUBR POLICY EFF POLICY EXP WLIMITS LTRINSR VD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) A GENERALLIABILITY X x ZLP10P08588 04/21/2015 04/21/2016_EE�ACH�OCCURRENCE $1,000,000 PREMISES(E X COMMERCIAL GENERAL LIABILITY aEoNccurrence) $300,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY JETCT LOC $ B AUTOMOBILE LIABILITY X x 52UECPR7200SC 04/21/2015 04/21/2016 COMBINEDaccident)SINGLE LIMIT $1,000,000 (Ea X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X NON-OWNED PROPERTY DAMAGE $ AUTOS (Per accident) A X UMBRELLA LIAB X OCCUR X ZUP10P08619 04/21/2015 04/21/2016 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$10,000 $ A WORKERS COMPENSATION HJUB3E328037 04/21/2015 04/21/2016 X WC S LIMITS ETH AND EMPLOYERS'LIABILITY A ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N WA Stop Gap Incl 04/21/2015 04/21/2016 E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Errors& ZPL14R19152 04/21/2015 04/21/2016 $3,000,000 Limit Omissions/Cyber $10,000 Deductible Retro Date 4/21/2003 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space is required) CERTIFICATE HOLDER CANCELLATION Cityof Spokane ValleyAttn: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE P THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Luis Garcia-Development ACCORDANCE WITH THE POLICY PROVISIONS. Services Coordinator 11707 E Sprague, AUTHORIZED REPRESENTATIVE Suite 108 9fl' 44-- I Spokane Valley.WA 99206 ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S2156750/M 1961572 MGHOO Client#: 75363 PALADATA ACORDT,:, CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 11/(MM/DD 6 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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Propel Insurance Tacoma Commercial Insurance 1201 Pacific Ave, Suite 1000 Tacoma, WA 98402 CONTACT Ashlee Wright PHONE FAX (NC, No, Ext): 800 499-0933 (NC, No): 866.577.1326 E-MAIL hlee.wri ht ro elinsurance.com ADDRESS: asg @p p INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Travelers Property Casualty 25674 INSURED Paladin Data Systems Corp. 19362 Powder Hill PL. NE Poulsbo, WA 98370 INSURER B : Sentinel Insurance Company 11000 INSURER C : 04/21/2017 INSURER D : $1,000,000 INSURER E : $ 300,000 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE NSR W VD POLICY NUMBER POLICY EFF /Y (MM/DDYYY) POLICY EXP (MM/DD/YYYY) LIMITS A GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY X x ZLP10P08588 04/21/2016 04/21/2017 EACH OCCURRENCE $1,000,000 PREMISES (ERENTED occu once) $ 300,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE POLICY LIMIT APPLIES PRO JECT PER: LOC PRODUCTS - COMP/OP AGG $2,000,000 $ B AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS X SCHEDULED AUTOS AUTOS NON -OWNED x x 52UECPR7200SC 04/21/2016 04/21/2017 EOaaBccideD) INGLELIMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A x UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X ZUP10P08619 04/21/2016 04/21/2017 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DED X RETENTION $10,000 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/ N N N / A HJUB3E328037 WA Stop Gap 04/21/2016 04/21/2017 X WCSTAT TS EOTH E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 A Errors & Omissions/ Cyber ZPL14R19152 04/21/2016 04/21/2017 $3,000,000 Limit $10,000 Deductible Retro Date 4/21/2003 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) CERTIFICATE HOLDER CANCELLATION City of Spokane Valley Attn: Luis Garcia - Development Services Coordinator 11707 E Sprague Ste 108 Spokane Valley, WA 99206-0000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2010/05) 1 of 1 #S2502365/M2175248 © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD BAL01 This page has been left blank intentionally. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TECHNOLOGY XTEN❑ ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, cover- age 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. Limitations and exclusions may apply to these coverages. 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. Reasonable Force Property Damage - Exception To Expected Or Intended In- jury Exclusion B. Non -Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments F. Who Is An Insured - Employees And Volunteer Workers - First Aid G. Who Is An Insured - Employees - Su- pervisory Positions H. Who Is An Insured - Newly Acquired Or 0. Formed Organizations I. Blanket Additional Insured - Owners, Managers Or Lessors Of Premises J. Blanket Additional Insured - Lessors Of Leased Equipment K. Blanket Additional Insured - Persons Or Organizations For Your Ongoing Opera- tions As Required By Written Contract Or Agreement Blanket Additional Insured - Broad Form Vendors M. Who Is An Insured - Unnamed Subsidi- aries L. N. Who Is An Insured - Liability For Con- duct Of Unnamed Partnerships Or Joint Ventures 0. Medical Payments - Increased limits P. R. Contractual Liability - Railroads Knowledge And Notice Of Occurrence Or Offense Unintentional Omission 5. Blanket Waiver Of Subrogation PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE - EXCEPTION TO EXPECTED OR INTENDED INJURY EXCLUSION The following replaces Exclusion a., Ex- pected Or Intended Injury, in Paragraph 2., of SECTION I - COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property dam- age" expected or intended from the standpoint of the insured. This exclu- sion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. B. NON -OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion 9., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I - COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: CG D4 17 01 12 © 2012 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 6 (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry any per- son or property for a charge. C. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion 9., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any in- sured; (b) Not owned by any insured; and (C) Not being used to carry any person or property for a charge. D. DAMAGE TO PREMISES RENTED TO YOU 1. The first paragraph of the excep- tions in Exclusion j., Damage To Property, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY is deleted. 2. The following replaces the last paragraph of Paragraph 2., Exclu— sions, of SECTION I — COVERAGES — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Exclusions c., g. and h., and Para- graphs (1), (3) and (4) of Exclusion j., do not apply to "premises damage". Exclusion f.(1)(a) does not apply to "premises damage" caused by fire unless Exclusion f. of Section I - Coverage A - Bodily Injury And Property Damage Liability is re- placed by another endorsement to this Coverage Part that has Exclu- sion - All Pollution Injury Or Dam- age or Total Pollution Exclusion in its title. A separate limit of insur- ance applies to "premises damage" as described in Paragraph 6. of Sec- tion III - Limits Of Insurance. 3. The following replaces Paragraph 6. of SECTION III — LIMITS OF INSURANCE: 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: a. The amount shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part. 4. The following replaces Paragraph a of the definition of "insured contract" in the DEFINITIONS Section: a. A contract for a lease of premises. However, that portion of the con- tract for a lease of premises that indemnifies any person or organiza- tion for "premises damage" is not an "insured contract"; 5. The following is added to the DEFINITIONS Section: "Premises damage" means "property damage" to: a. Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a pe- riod of seven or fewer consecutive days. 6. The following replaces Paragraph 4.b.(1)(b) of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: (b) That is insurance for "premises damage"; or 7. Paragraph 4.b.(1)(c) of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS is deleted. E. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS — COVERAGES A AND B of SECTION I — COVERAGES: b. Up to $2,500 for cost of bail bonds required because of acci- dents or traffic law violations aris- ing out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. The following replaces Paragraph 1.d. of SUPPLEMENTARY PAYMENTS — COVERAGES A AND B of SECTION I — COVERAGES: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense Page 2 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. F. WHO IS AN INSURED — EMPLOYEES AND VOLUNTEER WORKERS — FIRST AID 1. The following is added to the defi- nition of "occurrence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, "occurrence" also means an act or omission committed by any of your "em- ployees" or "volunteer workers", other than an employed or volunteer doctor, in providing or failing to provide first aid or "Good Samari- tan services" to a person. 2. The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a), (b), (c) and (d) above do not ap- ply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following is added to Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions commit- ted by any of your "employees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan services" to any one per- son will be deemed to be one "oc- currence". 4. The following is added to the DEFINITIONS Section: "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. G. WHO IS AN INSURED — EMPLOYEES — SUPERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" or "personal in- jury" to a co -"employee" in the course of the co -"employee's" employment by you arising out of work by any of your "em- ployees" who hold a supervisory position. H. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following replaces Paragraph 4. of SECTION II — WHO IS AN INSURED of the Commercial General Liability Coverage Form, and Paragraph 3. of SECTION II — WHO IS AN INSURED of the Global Com- panion Commercial General Liability Cov- erage Form, to the extent such coverage forms are part of your policy: Any organization you newly acquire or form, other than a partnership or joint venture, of which you are the sole owner or in which you maintain the majority ownership interest, will qualify as a Named Insured if there is no other insur- ance which provides similar coverage to that organization. However: a. Coverage under this provision is af- forded only: (1) Until the 180th day after you ac- quire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will continue to be a Named Insured until the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that oc- curred before you acquired or formed the organization; and c. Coverage B does not apply to "per- sonal injury" or "advertising injury" arising out of an offense committed before you acquired or formed the or- ganization. CG D4 17 01 12 © 2012 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Page 3 of 6 I. BLANKET ADDITIONAL INSURED - OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to li- ability arising out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such prem- ises owner, manager or lessor does not apply to: a. Any "bodily injury" or "property damage" caused by an "occurrence" that takes place, or "personal in- jury" or "advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or b. Structural alterations, new construc- tion or demolition operations per- formed by or on behalf of such premises owner, manager or lessor. J. BLANKET ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to liability for "bodily in- jury", "property damage", "personal in- jury" or "advertising injury" caused, in whole or in part, by your acts or omis- sions in the maintenance, operation or use by you of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor does not apply to any "bodily in- jury" or "property damage" caused by an "occurrence" that takes place, or "per- sonal injury" or "advertising injury" caused by an offense that is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED - PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Cover- age Part and that you have agreed in a written contract or agreement to in- clude as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily in- jury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and executed that contract or agree- ment; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such opera- tions on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. L. BLANKET ADDITIONAL INSURED - BROAD FORM VENDORS The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a ven- dor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to li- ability for "bodily injury" or "property damage" that: a. Is caused by an "occurrence" that takes place after you have signed and exe- cuted that contract or agreement; and b. Arises out of "your products" which are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance: provided to such vendor does not apply to: (1) Any express warranty not author- ized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of inspec- tion, demonstration, testing, or the substitution of parts under instruc- tions from the manufacturer, and then repackaged in the original con- tainer; (4) Any failure to make such inspec- tions, adjustments, tests or servic- ing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; Page 4 of 6 © 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. (5) Demonstration, installation, ser- vicing or repair operations, ex- cept such operations performed at such vendor's premises in connection with the sale of "your products"; or (6) "Your products" which, after dis- tribution or sale by you, have been labeled or relabeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompany- ing or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. M. WHO IS AN INSURED - UNNAMED SUBSIDIARIES The following is added to SECTION II - WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Dec- larations is a Named Insured if: a. You maintain an ownership interest of more than 50% in such subsidi- ary on the first day of the policy period; and b. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an of- fense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. N. WHO IS AN INSURED - LIABILITY FOR CONDUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last para- graph of SECTION II - WHO IS AN INSURED: No person or organization is an insured with respect to the conduct of any cur - CG D4 17 01 12 Includes rent or past partnership or joint venture that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership or joint venture that otherwise qualifies as an in- sured under Section II - Who Is An In- sured. 0. MEDICAL PAYMENTS - INCREASED LIMITS The following replaces Paragraph 7. SECTION III - LIMITS OF INSURANCE: 7. Subject to 5. above, the Medical Ex- pense Limit is the most we will pay under Coverage C for all medical ex- penses because of "bodily injury" sus- tained by any one person, and will be the higher of: (a) $10,000; or (b) The amount shown on the Declara- tions of this Coverage Part for Medical Expense Limit. CONTRACTUAL LIABILITY - RAILROADS 1. The following replaces Paragraph C. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agree- ment; 2. Paragraph f.(1) of the definition of "in- sured contract" in the DEFINITIONS Sec- tion is deleted. P. 0. of KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suit, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II - Who Is An Insured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "oc- currence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a part- nership or joint venture), any of your managers who is an individual (if you are a limited liability com- pany), any of your trustees who is an individual (if you are a trust), any of your "executive officers" or directors (if you are an organiza- tion other than a partnership, joint venture, limited liability company or trust) or any "employee" author - 2012 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 copyrighted material of Insurance Services Office, Inc. with its permission. ized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your part- ners, joint venture members, managers or trustees are indi- viduals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; (iii) A trustee of any trust; or (iv) An executive officer or director of any other or- ganization; that is your partner, joint venture member, manager or trustee; or (b) Any "employee" authorized by such partnership, joint venture, limited liability com- pany, trust or other organiza- tion to give notice of an "occurrence" or offense. (3) Notice to us of such "occur- rence" or offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation in- surer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraphs e. (1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. Page 6 of 6 However, if this policy includes an en- dorsement that provides limited cover- age for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a require- ment that the discharge, release or es- cape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. R. UNINTENTIONAL OMISSION The following is added to Paragraph 6., Representations, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or uninten- tional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this pro- vision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. S. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Oth— ers To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organiza- tion, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" caused by an "occurrence" that takes place; or b. "Personal injury" or "advertising in- jury" caused by an offense that is committed; subsequent to the execution of the con- tract or agreement. © 2012 The Travelers Indemnity Company. All rights reserved. CG D4 17 01 12 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV — COMMERCIAL GEN- ERAL LIABILITY CONDITIONS: However, if you specifically agree in a written contract or agreement that the insurance afforded to an addi- tional insured under this Coverage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a named insured, and we will not share with that other insurance, provided that: CG D4 25 07 08 (1) The "bodily injury" or "property damage" for which coverage is sought is caused by an "occurrence" that takes place; and (2) The "personal injury" or "advertising injury" for which coverage is sought arises out of an offense that is committed; subsequent to the signing and execution of that con- tract or agreement by you. © 2008 The Travelers Companies, Inc. Page 1 of 1 This page has been left blank intentionally. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. WHO IS AN INSURED — (Section II) is amended c) to include any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Cover- age Part, but: a) Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b) If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies. The person or organization does not qualify as an additional insured with respect to the independent acts. or omissions of such person or organization. 2. The insurance provided to the additional insured by this endorsement is limited as follows: a) In the event that the Limits of Insurance of this Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the in- surance provided to the additional insured shall be limited to the limits of liability re- quired by that "written contract requiring in- surance". This endorsement shall not in- crease the limits of insurance described in Section III — Limits Of Insurance. b) The insurance provided to the additional in- sured does not apply to "bodily injury", "prop- erty damage" or "personal injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or sur- veying services, including: i. The preparing, approving, or failing to prepare or approve, maps, shop draw- ings, opinions, reports, surveys, field or- ders or change orders, or the preparing, approving, or failing to prepare or ap- prove, drawings and specifications; and ii. Supervisory, inspection, architectural or engineering activities. CG D2 46 08 05 The insurance provided to the additional in- sured does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products -completed op- erations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that oc- curs before the end of the period of time for which the "written contract requiring insur- ance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 3. The insurance provided to the additional insured by this endorsement is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover under this endorsement. However, if the "written contract requiring insurance" specifically requires that this insurance apply on a primary basis or a primary and non-contributory basis, this insurance is primary to "other insurance" available to the additional insured which covers that person or organization as a named insured for such loss, and we will not share with that "other insurance". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible "other in- surance", whether primary, excess, contingent or on any other basis, that is available to the addi- tional insured when that person or organization is an additional insured under such "other insur- ance". 4. As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: © 2005 The St. Paul Travelers Companies, Inc. Page 1 of 2 COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b) If a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c) The additional insured must immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. d) The additional insured must tender the de- fense and indemnity of any claim or "suit" to Page 2 of 2 any provider of "other insurance" which would cover the additional insured for a loss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to the additional insured by this endorsement is primary to "other insur- ance" available to the additional insured which covers that person or organization as a named insured as described in paragraph 3. above. 5. The following definition is added to SECTION V. — DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional in- sured on this Coverage Part, provided that the "bodily injury" and "property damage" oc- curs and the "personal injury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. © 2005 The St. Paul Travelers Companies, Inc. CG D2 46 08 05 COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: Form HA 99 16 03 12 d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 1 of 5 The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. Form HA 99 16 03 12 E. Primary and Non -Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. - Additional Insured If Required by Contract, the following provisions apply: (3) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (4) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (3) and (4) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. Form HA 99 16 03 12 5. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or (3) © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b. Section III — Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: Form HA 99 16 03 12 If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V - DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a.lf the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," Form HA 99 16 03 12 c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 5 of 5 This page has been left blank intentionally.