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16-156.00 Scarsella Bros: On Call Road Graders for Snow Removal CONSTRUCTION AGREEMENT Scarsella Bros.Inc. On Call Road Graders for Snow Removal 2016-2017 Snow Season Contract# 16-156 THIS CONSTRUCTION AGREEMENT(the "Agreement") is made by and between the City of Spokane Valley, a code City of the State of Washington ("City") and Scarsella Bros. Inc., ("Contractor") jointly referred to as the"Parties". IN CONSIDERATION of the terms and conditions contained herein the Parties agree as follows: 1. Work to Be Performed. Contractor shall do all work and furnish all labor,supervision,tools,materials, supplies,and equipment and other items necessary for the construction and completion of the On-Call Road Graders for Snow Removal Project(the"Work")in accordance with documents described in Exhibit A and in accordance with this Agreement(which are by this reference incorporated herein and made part hereof and referred to as the"Contract Documents"),and shall perform any changes in the work in accordance with the Contract Documents. The terms and provisions in this Agreement shall control over any inconsistent or incompatible terms in any other Contract Document. Contractor shall,for the amount set forth in paragraph 4, below,assume and be responsible for the cost and expense of all work required for constructing and completing the Work and related activities provided for in the Contract Documents to City's satisfaction, within the time limits prescribed in the Contract Documents. The City Manager or designee shall administer and be the primary contact for Contractor. Upon notice from City,Contractor shall promptly commence work,complete the same in a timely manner,and cure any failure in performance under this Agreement. Unless otherwise directed by City,all work shall be performed in conformance with the Contract Documents, and all City,state,and federal standards,codes,ordinances,regulations,and laws as now existing or as may be adopted or amended. 2.Term of Agreement. Shall be in full force and effect upon execution and shall remain in effect until April 30,2017. The City may terminate this Agreement by 10 days' written notice to the other party. In the event of such termination,the City shall pay the contractor for all work previously authorized and satisfactorily perfomed prior to the termination date.. 3. Liquidated Damages. There are no Liquidated Damages for this Agreement. 4. Compensation. In consideration of Contractor performing the Work, City agrees to pay Contractor in accordance with the Contract Documents an amount not to exceed$40,000 for hours actually worked based on the Hourly Rate submitted by the contractor in Exhibit A. 5.Payment. Contractor may elect to be paid in monthly installments,upon presentation of an application for payment in a form satisfactory to City. Applications for payment shall be sent to the City Finance Department at the address stated in paragraph 6. Scarsella Bros.Inc. Page 1 of 6 Ptea• uiml-ki-e itpter- ;43 R(1W, live-pereetwof-the-compensation•dtie-Goninictor-slitill-be•retained-hreity> City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Contract Documents, City standards, City Code,state standards, or federal standards. 6. Notice. Notice other than applications for payment shall be given in writing as follows; TO THE CITY: TOTI-IE CONTR_ ACTOR: Name: Christine Bainbridge, City Clerk Name: Scarsella Bros. Inc. Phone: (509)921-1000 Phone: 509-998-8614 Address: 11707 East Sprague Ave., Suite 106 Address: 8404 S. 196th Street Spokane Valley, WA 99206 Kent, WA 98031 7.Atuiljotelaws and:St anclsards. The Parties, in the performance of this Agreement,agree to comply with all applicable federal,state,and local laws, codes, and regulations. 8. CeartiticaNinn Regia clin1. l)cbatratsen(. Su,snaaasie_aat, orad(Other Resnotaslltililv, knitters Covered Transactions. A.By executing this Agreement,the Consultant certifies to the best of its knowledge and belief,that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local)transaction or contract under a public transaction;violation of federal or state antitrust statutes or commission of embezzlement,theft,forgery,bribery,falsification or destruction of records, making false statements,or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification;and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal, state,or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this Agreement. 9. Prmailina;Waut=s stn Public Woa ks. Prevailing wages are not required for this Agreement. 10. Relationship of the Parties. It is understood and agreed that Contractor shall be an independent contractor and not the agent or employee of City, that City is interested only in the results to be achieved,and that the right to control the particular manner,method,and means in which the services are performed is solely within the discretion of Contractor. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Contractor. Contractor shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 1 I. Ownership of Documents. All drawings,plans,specifications,and other related documents prepared by Scarsella Bros.Inc. Page 2 of 6 Contractor under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW, or other applicable public record laws. 12. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Contractor's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit,examine,make excerpts or transcripts from such records,and to make audits of all contracts,invoices,materials,payrolls,and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 13. Warranty. N/A 14.Contractor to Be Licensed and Bonded. Contractor shall be duly licensed,registered,and bonded by the State of Washington at all times this Agreement is in effect. 15.Contractor to Provide Performance and Payment Bonds. No performance or payment bonds will be required for this agreement. 16. lnsuranee. Contractor 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 Contractor, its agents, representatives, or employees. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types described below: 1.Automobile liability insurance covering all owned,non-owned,hired,and teased vehicles. Coverage shall be written on Insurance Services Office(ISO)form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2.Commercial general liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations,independent contractors,products- completed operations, stop gap liability, personal injury, advertising injury, and liability assumed under an insured contract. The commercial general liability insurance shall be endorsed to provide a per project aggregate limit using ISO form CG 25 03 05 09 or an equivalent endorsement. There shall be no endorsement or modification of the commercial general liability insurance for liability arising from explosion, collapse, or underground property damage. City shall be named as an additional insured under Contractor's commercial general liability insurance policy with respect to the work performed for City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. 3.Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Contractor shall maintain the following insurance limits: 1.Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than$1,000,000 per accident. 2.Commercial general liability insurance shall be written with limits no less than$1,000,000 Scarsella Bros.Inc. Page 3 of 6 each occurrence, $2,000,000 general aggregate, and no less than a $2,000,000 products- completed operations aggregate limit. C.Other Insurance Provisions. The insurance policies are to contain,or be endorsed to contain,the following provisions for automobile liability and commercial general liability insurance: 1. Contractor's insurance coverage shall be primary insurance with respect to City. Any insurance,self-insurance,or insurance pool coverage maintained by City shall be excess of Contractor's insurance and shall not contribute with it. 2. Contractor shall fax or send electronically in.pdf format a copy of insurer's cancellation notice within two business days of receipt by Contractor. 3.If Contractor maintains higher insurance limits than the minimums shown above,City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Contractor, irrespective of whether such limits maintained by Contractor are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Contractor. 4. Failure on the part of Contractor to maintain the insurance as required shall constitute a material breach of this Agreement, upon which the City may, after giving at least five business days' notice to Contractor to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Contractor from the City. 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. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Contractor shall furnish acceptable insurance certificates to City at the time Contractor returns the signed Agreement,which shall be Exhibit C. The certificate shall specify all of the parties who are additional insureds,and shall include applicable policy endorsements,and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested,complete copies of insurance policies shall be provided to City. Contractor shall be financially responsible for all pertinent deductibles,self-insured retentions,and/or self-insurance. F.Subcontractor Insurance. Contractor shall cause each and every subcontractor to provide insurance coverage that complies with all applicable requirements of the Contractor-provided insurance as set forth herein,except Contractor shall have sole responsibility for determining the limits of coverage to be required to be obtained by subcontractors. Contractor shall ensure that the City is an additional insured on each and every subcontractor's commercial general liability insurance policy using an endorsement at least as broad as [SO additional insured endorsement CG 20 38 04 13. 17.Indemnification and Hold Harmless. Contractor shall,at its sole expense,defend,indemnify,and hold harmless City and its officers, agents,and employees, from any and all claims, actions, suits, liability, loss, costs,attorney's fees and costs of litigation,expenses,injuries,and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts,errors,or omissions in the services provided by Contractor, Scarsella Bros.Inc. Page 4 of6 Contractor's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. Contractor's duty to defend,indemnify,and hold City harmless shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees. Contractor's duty to defend,indemnify,and hold City harmless against liability for damages arising out of such services caused by the concurrent negligence of(a)City or City's agents or employees,and(b)Contractor, Contractor's agents, subcontractors, subconsultants, and employees shall apply only to the extent of the negligence of Contractor,Contractor's agents,subcontractors,subconsultants,and employees. Contractor's duty to defend,indemnify,and hold City harmless shall include,as to all claims,demands,losses, and liability to which it applies,City's personnel-related costs,reasonable attorneys'fees,and the reasonable value of any services rendered by the office of the City Attorney,outside consultant costs,court costs,fees for collection,and all other claim-related expenses. Contractor specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act,Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages,compensation,or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Contractor's waiver of immunity by the provisions of this paragraph extends only to claims against Contractor by City,and does not include,or extend to,any claims by Contractor's employees directly against Contractor. Contractor hereby certifies that this indemnification provision was mutually negotiated. 18. Waiver. No officer,employee,agent,or other individual acting on behalf of either party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 19. Assignment and Delegation. Neither party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other party. 20. Confidentiality. Contractor may,from time-to-time,receive information which is deemed by City to be confidential. Contractor shall not disclose such information without the prior express written consent of City or upon order of a Court of competent jurisdiction. 21. Disputes. All disputes arising under or related to this Agreement that cannot be resolved through informal discussion and negotiations shall be resolved by litigation filed in the Superior Court of the State of Washington for Spokane County, unless otherwise required by applicable federal or state law. 22. Subcontractor Responsibility. As required by RCW 39.06.020, Contractor shall verify responsibility criteria for each first tier subcontractor and its subcontractors of any tier that hires other subcontractors shall verify responsibility criteria for each of its subcontractors. Verification shall include that each subcontractor,at the time of subcontract execution,meets the responsibility criteria listed in RCW 39.04.350(1)and possesses an electrical contractor license, if required by chapter 19.28 RCW,or an elevator contractor license if required Scarselia Bros.Inc. Page 5 of 6 by chapter 70.87 RCW. This verification requirement shall be included in every subcontract of every tier. 23..1 cr riscl iction anti Yenta,. This Agreement is entered into in Spokane County,Washington. Venue shall be in Spokane County, State of Washington. 24. Entire Ag,rcelrrcrut. This Agreement constitutes the entire and complete agreement between the parties and supercedes any prior oral or written agreements. This Agreement may not be changed,modified,or altered except in writing signed by the Parties. rf 25. Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement, shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor,service,or other thing of value from any person with an interest in this Agreement. 26. Itusingjar. Prior to commencement of Work under this Agreement,Contractor shall register with the City as a business if it has not already done so. 27.Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section, sentence,clause,or phrase of this Agreement. 28. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Equipment and Pricing B. Insurance Endorsements The Parties have executed this Agreement this J T day of_�—� e�W'� 20 16 CITY OF SPOKANE VALLEY: Contractor:Scarsella Bros., Inc N I Mark Calhoun,City Manager By: Rick Scarsella, Vice President Its: Authorized Representative ATTES • Christine Bainbridge,City Clerk� APPROVED AS TO FORM: Office c f e City • ey Scarsella Bros.Inc. Page 6 of 6 ATTACHMENT"A" EQUIPMENT AND PRICING 2016-2017 SNOW SEASON ON-CALL ROAD GRADERS FOR SNOW REMOVAL Name: z.oS. , I pc__ Signaturer i-' .�- V Date: I G f7%//%. ROAD GRADER EQUIPMENT DESCRIPTION MODEL QUANTITY RATE PER HOUR (all e uipment rates to include operator labor) YEAR AVAILABLE L.' LI-0 I-1 I�tq -1 2-1. ANY OTHER CHARGES (if not included in above rates, such as travel time) T- '3 Eg-E- 1'300 oo Lump Sur-, PER- 0 6kip E`l tJ l Client#: 111013 SCARBROSI (MM/DD/ ACORI1 CERTIFICATE OF LIABILITY INSURANCE DATE 11/(MWDD/YYYY) 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 CONTACT Sharnel Di Vona NAME: Propel Insurance PHONE253.310.4047 FAX 866.577.1326 Tacoma Commercial Insurance E-MA Lo,Ext): (AIC,No): ADDREss: Sharnel.Divona@propelinsurance.com 1201 Pacific Ave,Suite 1000 INSURER(S)AFFORDING COVERAGE NAIC# Tacoma,WA 98402 INSURER A:Liberty Mutual Fire Ins Co 23035 INSUREDINSURER B:Navigators Specialty Insurance 36056 Scarsella Bros.Inc. INSURER C:Axis Surplus Insurance Company 26620 PO Box 68697 INSURER D: P YCasualty Travelers Property Co. 25674 Seattle,WA 98168-0697 INSURER E: an Allied World Assurance Company 19489 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. LTRR TYPE OF INSURANCE NSR WVD POLICY NUMBER (POLICY M DDY�) (MM/DD//YY YYY) LIMITS A GENERAL LIABILITY X X TB2Z91454734106 05/01/2016 05/01/2017 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $1,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $5,000 X BI/PD Ded:$15,000 PERSONAL&ADV INJURY $1,000,000 X LC 04 43 05/12 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY X Tei 7 LOC $ A AUTOMOBILE LIABILITY X X AS2Z91454734036 05/01/2016 05/01/2017(Ee aocIMDn)INGLE LIMIT 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS X AUTOS ED PROPERTY accident)DAMAGE $ _ AUTOS X AC8407 07/13 X CA2048 10/13 $ B UMBRELLA LIAB X OCCUR X X SE16EXC749623IC 05/01/2016 05/01/2017 EACH OCCURRENCE $3,000,000 x EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000,000 DED X RETENTION$n/a $ A WORKERS COMPENSATION TB2Z91454734106 05/01/2016 05/01/2017 TyORYTLMITS 24" - AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N WA STOP GAP ONLY E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? 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 C Excess Liability X ELU793928012016 05/01/2016 05/01/2017 $2,000,000(X of$3mm) D Inst Floater QT6605C528273TIL16 05/01/2016 05/01/2017 $1,000,000/$1,000 ded E Contr.Pollution X 03083387 05/01/2015 05/01/2017 $3,000,000/$25,000 ded. DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,If more space Is required) RE:2016-2017 Snow Season,On-Call Road Graders for Snow Removal. The City of Spokane Valley is additional insured per the attached endorsement. CERTIFICATE HOLDER CANCELLATION Cityof$ okane ValleySHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE P THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 11707 E Sprague Ave ACCORDANCE WITH THE POLICY PROVISIONS. Suite 106 Spokane Valley,WA 99206 AUTHORIZED(TH� REPRESENTATIVE ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S2472337/M2199153 KTROO This page has been left blank intentionally. Scarsella Bros.Inc. Policy Number TB2Z91454734106 Issued by Liberty Mutual Fire Ins Co THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ENHANCEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Index of modified items: Item 1. Reasonable Force Item 2. Non-Owned Watercraft Extension Item 3. Damage To Premises Rented To You -Expanded Coverage Item 4. Bodily Injury To Co-Employees Item 5. Health Care Professionals As Insureds Item 6. Knowledge Of Occurrence Item 7. Notice Of Occurrence Item 8. Unintentional Errors And Omissions Item 9. Bodily Injury Redefinition Item 10. Supplementary Payments—Increased Limits Item 11. Property In Your Care, Custody Or Control Item 12. Mobile Equipment Redefinition Item 13. Newly Formed Or Acquired Entities Item 14. Blanket Additional Insured Where Required By Written Contract Lessors of Leased Equipment Managers or Lessors of Premises Mortgagees,Assignees or Receivers Owners, Lessees or Contractors Architects, Engineers or Surveyors Any Person or Organization Item 15. Blanket Additional Insured—Grantors Of Permits Item 16. Waiver Of Right Of Recovery By Written Contract Or Agreement Item 17. Other Insurance Amendment Item 18. Contractual Liability-Railroads Item 1. Reasonable Force Exclusion a. of Section I -Coverage A-Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. Item 2. Non-Owned Watercraft Extension Paragraph (2) of Exclusion g. of Section I - Coverage A- Bodily Injury And Property Damage Liability is replaced by the following: (2) A watercraft you do not own that is: LC 04 43 05 12 ©2012 Liberty Mutual Insurance.All rights reserved. Page 1 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Scarsella Bros.Inc. TB2Z91454734106 (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge; Item 3. Damage To Premises Rented To You -Expanded Coverage A. The final paragraph of 2. Exclusions of Section I -Coverage A- Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. B. Paragraph 6. of Section III—Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of"property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner. The Damage To Premises Rented To You Limit is the greater of: a. $300,000; or b. The Damage To Premises Rented To You Limit shown on the Declarations. C. Paragraph 9.a. of the definition of"insured contract"in Section V—Definitions is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". D. The paragraph immediately following Paragraph (6) of exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion including water damage) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III—Limits of Insurance. Item 4. Bodily Injury To Co-Employees A. Paragraph 2. of Section II-Who Is An Insured is amended to include: Each of the following is also an insured: Your supervisory or management "employees" (other than either your "executive officers" (if you are an organization other than a partnership,joint venture or limited liability company) or your managers (if you are a limited liability company)) are insureds while in the course of their employment or while performing duties related to the conduct of your business with respect to"bodily injury": (1) To you; (2) To your partners or members (if you are a partnership or joint venture); LC 04 43 05 12 ©2012 Liberty Mutual Insurance.All rights reserved. Page 2 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Scarsella Bros.Inc. TB2Z91454734106 (3) To your members(if you are a limited liability company); or (4) To a co-"employee" or "volunteer worker" while that co-"employee" or "volunteer worker" is either in the course of his or her employment by you or while performing duties related to the conduct of your business (including participation in any recreational activities sponsored by you). Your "employees" (other than either your "executive officers" (if you are an organization other than a partnership,joint venture or limited liability company)or your managers (if you are a limited liability company)) or "volunteer workers"are insureds while in the course of their employment or while performing duties related to the conduct of your business for a Good Samaritan Act that results in "bodily injury": (1) To you; (2) To your partners or members (if you are a partnership or joint venture); (3) To your members(if you are a limited liability company);or (4) To a co-"employee" or "volunteer worker" while that co-"employee" or "volunteer worker" is either in the course of his or her employment by you or while performing duties related to the conduct of your business (including participation in any recreational activities sponsored by you). A Good Samaritan Act means an attempt to rescue or aid a person in imminent or serious peril, provided the attempt is not recklessly made. However, none of these "employees" (including supervisory or management "employees") or "volunteer workers"are insureds for the providing or failure to provide professional health care services. B. The insurance provided by this Item 4. will not apply if the injured person's sole remedy for such injury is provided under a workers'compensation law or any similar law. C. Other Insurance The insurance provided by this Item 4. is excess over any other valid and collectible insurance available to the insured,whether primary, excess, contingent or on any other basis. Item 5. Health Care Professionals As Insureds A. Paragraphs 2.a.(1)(a) and (d) of Section II -Who Is An Insured do not apply to "bodily injury"or"personal and advertising injury" arising out of the providing of or failure to provide professional health care services by any "employee"or"volunteer"of the Named Insured who is a "designated health care provider"if the"bodily injury" or "personal and advertising injury" occurs in the course and scope of the "designated health care provider's" employment by the Named Insured. B. With respect to "employees" and "volunteer workers" providing professional health care services,the following exclusions are added to Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability: This insurance does not apply to: (1) Liability assumed under an "insured contract"or any other contract or agreement; (2) Liability arising out of the providing of professional health care services in violation of law; (3) Liability arising out of the providing of any professional health care services while in any degree under the influence of intoxicants or narcotics; (4) Liability arising out of any dishonest,fraudulent, malicious or knowingly wrongful act or failure to act;or LC 04 43 05 12 ©2012 Liberty Mutual Insurance.All rights reserved. Page 3 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Scarsella Bros.Inc. TB2Z91454734106 (5) Punitive or exemplary damages,fines or penalties. C. The following definition is added to Section V-Definitions: "Designated health care provider" means any"employee" or"volunteer worker" of the Named Insured whose duties include providing professional health care services, including but not limited to doctors, nurses, emergency medical technicians or designated first aid personnel. D. Other Insurance The insurance provided by this Item 5. is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis. Item 6. Knowledge Of Occurrence Knowledge of an "occurrence" by your agent, servant or "employee" will not in itself constitute knowledge by you unless your "executive officer" or "employee" or other third party designated by you to notify us of "occurrences" has knowledge of the"occurrence". Item 7. Notice Of Occurrence For purposes of Paragraph 2.a. of Section IV - Conditions, you refers to an "executive officer" of the Named Insured or to the "employee"designated by the insured to give us notice. Item 8. Unintentional Errors And Omissions Unintentional failure of the Named Insured to disclose all hazards existing at the inception of this policy shall not be a basis for denial of any coverage afforded by this policy. However, you must report such an error or omission to us as soon as practicable after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non- renewal. Item 9. Bodily Injury Redefinition The definition of"bodily injury"in Section V-Definitions is replaced by the following: "Bodily injury"means: a. Bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time;and b. Mental anguish, shock or humiliation arising out of injury as defined in Paragraph a. above. Mental anguish means any type of mental or emotional illness or distress. Item 10. Supplementary Payments -Increased Limits pp rY Y Paragraphs 1.b. and 1.d. of Section I - Supplementary Payments - Coverages A And B, are replaced by the following: b. Up to$3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit"including substantiated loss of earnings up to$500 a day because of time off from work. LC 04 43 05 12 ©2012 Liberty Mutual Insurance.All rights reserved. Page 4 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Scarsella Bros.Inc. T82Z91454734106 Item 11. Property In Your Care, Custody Or Control A. Paragraphs (3) and (4)of exclusion j. of Section I —Coverage A—Bodily Injury and Property Damage Liability only apply to: 1. "Property damage"to borrowed equipment, or 2. "Property damage"to property in your care, custody and control while in transit. B. This insurance does not apply to any portion of a loss for which the insured has available any other valid and collectible insurance, whether primary, excess, contingent, or on any other basis, unless such other insurance was specifically purchased by the insured to apply in excess of this policy. C. Limits of Insurance Subject to Paragraphs 2., 3., and 5. of Section III — Limits Of Insurance, the most we will pay for insurance provided by Paragraph A., above is: $10,000 Each Occurrence Limit $25,000 Aggregate Limit The Each Occurrence Limit for this coverage applies to all damages as a result of any one "occurrence" regardless of the number of persons or organizations who sustain damage because of that"occurrence". The Aggregate Limit is the most we will pay for the sum of all damages under this Item 11. Item 12. Mobile Equipment Redefinition The definition of"Mobile Equipment" in Section V—Definitions is amended to include self-propelled vehicles with permanently attached equipment less than 1000 pounds gross vehicle weight that are primarily designed for: (1) Snow removal; (2) Road Maintenance, but not construction or resurfacing; or (3) Street cleaning. Item 13. Newly Formed Or Acquired Entities Paragraph 3. of Section II—Who Is An Insured is replaced by the following: 3. Any organization, other than a partnership or joint venture, you newly acquire or form and over which you maintain majority ownership or majority interest will qualify as a Named Insured if there is no other similar insurance available to that organization. a. Coverage under this provision is afforded only until: (1) The 180th day after you acquire or form the organization; (2) Separate coverage is purchased for the organization;or (3) The end of the policy period, whichever is earlier. b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and LC 04 43 05 12 ©2012 Liberty Mutual Insurance.All rights reserved. Page 5 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Scarsella Bros.Inc. TB2Z91454734106 c. Coverage B does not apply to "personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. Item 14. Blanket Additional Insured Where Required By Written Contract Paragraph 2. of Section II -Who Is An Insured is amended to add the following: e. Additional Insured by Written Contract or Written Agreement The following are insureds under the policy when you have agreed in a written contract or written agreement to provide them coverage as additional insureds under your policy: (1) Lessors of Leased Equipment: The person(s) or organization(s) from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s)or organization(s). (2) Managers or Lessors of Premises: Any manager or lessor of premises leased to you in which the written lease agreement obligates you to procure additional insured coverage. The coverage afforded to the additional insured is limited to liability in connection with the ownership, maintenance or use of the premises leased to you and caused, in whole or in part, by some negligent acts or omissions of you, your "employees", your agents or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out the additional insured's sole negligence. This insurance does not apply to: (a) Any "occurrence" which takes place after you cease to be a tenant in that premises or to lease that land; or (b) Any premises for which coverage is excluded by endorsement. (3) Mortgagees, Assignees or Receivers: Any person(s) or organization(s) with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of your premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. (4) Owners, Lessees or Contractors: any person(s) or organization(s) to whom you are obligated by a written agreement to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of your "employees", your agents, or your subcontractors, in the performance of your ongoing operations. This insurance does not apply to"bodily injury", "property damage", or"personal and advertising injury" arising out of"your work"included in the"products-completed operations hazard"unless you are required to provide such coverage for the additional insured by the written agreement, and then only for the period of time required by the written agreement and only for liability caused, in whole or in part, by your acts or omissions or the acts or omissions of your"employees", your agents, or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. LC 04 43 05 12 ©2012 Liberty Mutual Insurance.All rights reserved. Page 6 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Scarsella Bros.Inc. TB2Z91454734106 If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence,then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out the additional insured's sole negligence. This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys,field orders, change orders or drawings and specifications;or (b) Supervisory, inspection, architectural or engineering activities. (5) Architects, Engineers or Surveyors: any architect, engineer, or surveyor engaged by you but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or • (b) In the performance of your ongoing operations. This insurance does not apply to"bodily injury", "property damage"or"personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys,field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. (6) Any Person or Organization Other Than a Joint Venture: Any person or organization (other than a joint venture of which you are a member) for whom you are obligated by a written agreement to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; or (b) In connection with premises owned by you. This insurance does not apply to: 1. Any construction, renovation, demolition or installation operations performed by or on behalf of you, or those operating on your behalf; 2. Any person or organization whose profession, business or occupation is that of an architect, surveyor or engineer with respect to liability arising out of the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs, specification or the performance of any other professional services by such person or organization; or 3. Any person or organization more specifically covered in Paragraphs e.(1)through (5)above. The insurance afforded to any person or organization as an insured under this Paragraph 2.e.: (1) Applies only to coverage and minimum limits of insurance required by the written agreement or written contract, but in no event exceeds either the scope of coverage or the limits of insurance provided by this policy; LC 04 43 05 12 ©2012 Liberty Mutual Insurance.All rights reserved. Page 7 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Scarsella Bros.Inc. TB2Z91454734106 (2) Does not apply to any person or organization for any "bodily injury", "property damage" or "personal and advertising injury"if any other additional insured endorsement attached to this policy applies to that person or organization with regard to the"bodily injury", "property damage"or"personal and advertising injury"; (3) Applies only if the "bodily injury" or "property damage" occurs, or offense giving rise to "personal and advertising injury"is committed,subsequent to the execution of the written agreement; and (4) Applies only if the written agreement is in effect at the time the "bodily injury"or"property damage"occurs, or at the time the offense giving rise to the "personal and advertising injury"is committed. Item 15. Blanket Additional Insured—Grantors Of Permits Paragraph 2. of Section II-Who Is An Insured is amended to add the following: Any state, municipality or political subdivision with respect to any operations performed by you or on your behalf, or in connection with premises you own, rent or control and to which this insurance applies, for which the state, municipality or political subdivision has issued a permit. However, this insurance does not apply to: 1. "Bodily injury", "property damage" or"personal and advertising injury" arising out of operations performed for the state, municipality or political subdivision; 2. Any "bodily injury" or "property damage" included within the "products-completed operations hazard", except when required by written contract or agreement initiated prior to loss;or 3. "Bodily injury", "property damage" or "personal and advertising injury", unless negligently caused, in whole or in part, by you or those acting on your behalf. Item 16. Waiver Of Right Of Recovery By Written Contract Or Agreement The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV — Conditions: We waive any right of recovery because of payments we make under this policy for injury or damage arising out of your ongoing operations or"your work" included in the "products-completed operations hazard"that we may have against any person or organization with whom you have agreed in a written contract or agreement to waive your rights of recovery but only if the "bodily injury"or"property damage"occurs, or offense giving rise to"personal and advertising injury"is committed subsequent to the execution of the written contract or agreement. Item 17. Other Insurance Amendment If you are obligated under a written agreement to provide liability insurance on a primary, excess, contingent, or any other basis for any person or organization that qualifies as an additional insured on this policy, this policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV— Conditions will not apply. Where the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV — Conditions will govern. However, this insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured by attachment of an endorsement to another policy providing coverage for the same"occurrence",claim or"suit". Item 18. Contractual Liability—Railroads Paragraph 9. of Section V- Definitions is replaced by the following: 9. "Insured Contract"means: LC 04 43 05 12 ©2012 Liberty Mutual Insurance.All rights reserved. Page 8 of 9 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Scarsella Bros.Inc. TB2Z91454734106 a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys,field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage;or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failing to render professional services, including those listed in Paragraph (1)above and supervisory, inspection, architectural or engineering activities. ©2012 LibertyMutual Insurance.All rights reserved. Page 9 of 9 LC 04 43 0512 g Includes copyrighted material of Insurance Services Office, Inc., with its permission. This page has been left blank intentionally. Policy Number AS2Z91454734036 Issued by THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. Newly Acquired or Formed Organizations II. Employees as Insureds III. Lessor-Additional Insured and Loss Payee IV. Supplementary Payments- Increased Limits V. Fellow Employee Coverage VI. Personal Property of Others VII. Additional Transportation Expense and Cost to Recover Stolen Auto VIII. Airbag Coverage IX. Tapes, Records and Discs Coverage X. Physical Damage Deductible-Single Deductible Xl. Physical Damage Deductible-Glass XII. Physical Damage Deductible-Vehicle Tracking System XIII. Duties in Event of Accident, Claim, Suit or Loss XIV. Unintentional Failure to Disclose Hazards XV. Worldwide Liability Coverage- Hired and Nonowned Autos XVI. Hired Auto Physical Damage XVII. Auto Medical Payments Coverage Increased Limits XVIII. Drive Other Car Coverage- Broadened Coverage for Designated Individuals XIX. Rental Reimbursement Coverage XX. Notice of Cancellation or Nonrenewal XXI. Loan/Lease Payoff Coverage XXII. Limited Mexico Coverage XXIII. Waiver of Subrogation I. NEWLY ACQUIRED OR FORMED ORGANIZATIONS Throughout this policy, the wordsyou andyour also refer to anyorganization you newly acquire or form, other 9 9 than a partnership or joint venture, and over which you maintain ownership of more than 50 percent interest, provided: A. There is no similar insurance available to that organization; B. Unless you notify us to add coverage to your policy, the coverage under this provision is afforded only until: 1. The 90th day after you acquire or form the organization; or 2. The end of the policy period,whichever is earlier; and C. The coverage does not apply to an "accident" which occurred before you acquired or formed the organization. AC 84 07 07 13 ©2013 Liberty Mutual Insurance.All rights reserved. Page 1 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2Z91454734036 Issued by II. EMPLOYEES AS INSUREDS Paragraph A.1.Who Is An Insured of SECTION II-LIABILITY COVERAGE is amended to add: Your "employee" is an "insured" while using with your permission a covered "auto" you do not own, hire or borrow in your business or your personal affairs. III. LESSOR-ADDITIONAL INSURED AND LOSS PAYEE A. Any "leased auto" will be considered an "auto" you own and not an "auto" you hire or borrow. The coverages provided under this section apply to any"leased auto" until the expiration date of this policy or until the lessor or his or her agent takes possession of the "leased auto"whichever occurs first. B. For any "leased auto" that is a covered "auto" under SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured provision is changed to include as an "insured" the lessor of the "leased auto". However, the lessor is an "insured" only for"bodily injury"or"property damage" resulting from the acts or omissions by: 1. You. 2. Any of your"employees"or agents;or 3. Any person, except the lessor or any "employee" or agent of the lessor, operating a "leased auto" with the permission of any of the above. C. Loss Payee Clause 1. We will pay, as interests may appear, you and the lessor of the "leased auto"for"loss"to the covered "leased auto". 2. The insurance covers the interest of the lessor of the "leased auto" unless the "loss" results from fraudulent acts or omissions on your part. 3. If we make any payment to the lessor of a "leased auto", we will obtain his or her rights against any other party. D. Cancellation 1. If we cancel the policy, we will mail notice to the lessor in accordance with the Cancellation Common Policy Condition. 2. If you cancel the policy, we will mail notice to the lessor. 3. Cancellation ends this agreement. E. The lessor is not liable for payment of your premiums. F. For purposes of this endorsement,the following definitions apply: "Leased auto" means an "auto" which you lease for a period of six months or longer for use in your business, including any"temporary substitute"of such "leased auto". AC 84 07 07 13 ©2013 Liberty Mutual Insurance.All rights reserved. Page 2 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2Z91454734036 Issued by "Temporary substitute" means an "auto" that is furnished as a substitute for a covered "auto" when the covered "auto" is out of service because of its breakdown, repair, servicing, "loss"or destruction. IV. SUPPLEMENTARY PAYMENTS-INCREASED LIMITS Subparagraphs A.2.a.(2) and A.2.a.(4) of SECTION II - LIABILITY COVERAGE are deleted and replaced by the following: (2) Up to$3,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident"we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including the actual loss of earnings up to$500 a day because of time off from work. V. FELLOW EMPLOYEE COVERAGE A. Exclusion B.5. of SECTION II-LIABILITY COVERAGE does not apply. B. For the purpose of Fellow Employee Coverage only, Paragraph B.5. of BUSINESS AUTO CONDITIONS is changed as follows: This Fellow Employee Coverage is excess over any other collectible insurance. VI. PERSONAL PROPERTY OF OTHERS Exclusion 6. in SECTION II -LIABILITY COVERAGE for a covered "auto"is amended to add: This exclusion does not apply to"property damage" or"covered pollution cost or expense" involving"personal property" of your "employees" or others while such property is carried by the covered "auto". The Limit of Insurance for this coverage is $5,000 per "accident". Payment under this coverage does not increase the Limit of Insurance. For the purpose of this section of this endorsement, "personal property" is defined as any property that is not used in the individual's trade or business or held for the production or collection of income. VII. ADDITIONAL TRANSPORTATION EXPENSE AND COST TO RECOVER STOLEN AUTO A. Paragraph A.4.a. of SECTION III -PHYSICAL DAMAGE COVERAGE is amended as follows: The amount we will pay is increased to$50 per day and to a maximum limit of$1,000. B. Paragraph A.4.a. of SECTION III-PHYSICAL DAMAGE COVERAGE is amended to add the following: If your business is shown in the Declarations as something other than an auto dealership,we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered "auto"from the place where it is recovered to its usual garaging location. VIII. AIRBAG COVERAGE Exclusion B.3.a. in SECTION III -PHYSICAL DAMAGE COVERAGE is amended to add: This exclusion does not apply to the accidental discharge of an airbag. AC 84 07 07 13 ©2013 Liberty Mutual Insurance.All rights reserved. Page 3 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2Z91454734036 Issued by IX. TAPES, RECORDS AND DISCS COVERAGE Exclusion B.4.a. of SECTION III-PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: a. Tapes, records, discs or other similar audio, visual or data electronic devices designed for use with audio, visual or data electronic equipment except when the tapes, records, discs or other similar audio, visual or data electronic devices: (1) Are your property or that of a family member; and (2) Are in a covered "auto"at the time of"loss". The most we will pay for "loss" is $200. No Physical Damage Coverage deductible applies to this coverage. X. PHYSICAL DAMAGE DEDUCTIBLE-SINGLE DEDUCTIBLE Paragraph D. in SECTION III- PHYSICAL DAMAGE COVERAGE is deleted and replaced by the following: D. Deductible For each covered "auto", our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by the applicable deductible shown in the Declarations. Any Comprehensive Coverage deductible shown in the Declarations does not apply to "loss"caused by fire or lightning. When two or more covered "autos" sustain "loss" in the same collision, the total of all the "loss"for all the involved covered "autos" will be reduced by a single deductible, which will be the largest of all the deductibles applying to all such covered "autos". Xl. PHYSICAL DAMAGE DEDUCTIBLE-GLASS Paragraph D. in SECTION III -PHYSICAL DAMAGE COVERAGE is amended to add: No deductible applies to"loss"to glass if you elect to patch or repair it rather than replace it. XII. PHYSICAL DAMAGE DEDUCTIBLE-VEHICLE TRACKING SYSTEM Paragraph D. in SECTION III -PHYSICAL DAMAGE COVERAGE is amended to add: Any Comprehensive Coverage Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global positioning device and that device was the method of recovery of the vehicle. XIII. DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS Subparagraphs A.2.a. and A.2.b. of SECTION IV-BUSINESS AUTO CONDITIONS are changed to: a. In the event of "accident", claim, "suit" or "loss", your insurance manager or any other person you designate must notify us as soon as reasonably possible of such "accident", claim, "suit" or "loss". Such notice must include: (1) How, when and where the "accident"or"loss"occurred; AC 84 07 07 13 ©2013 Liberty Mutual Insurance.All rights reserved. Page 4 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2Z91454734036 Issued by (2) The"insured's"name and address; and (3) To the extent possible,the names and addresses of any injured persons and witnesses. Knowledge of an "accident", claim, "suit" or "loss" by your agent, servant or "employee" shall not be considered knowledge by you unless you, your insurance manager or any other person you designate has received notice of the"accident", claim, "suit"or"loss"from your agent, servant or"employee". b. Additionally, you and any other involved "insured"must: (1) Assume no obligation, make no payment or incur no expense without our consent, except at the "insured's"own cost. (2) Immediately send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or"suit". (3) Cooperate with us in the investigation or settlement of the claim or defense against the"suit". (4) Authorize us to obtain medical records or other pertinent information. (5) Submit to examination, at our expense, by physicians of our choice, as often as we reasonably require. XIV. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph B.2. in SECTION IV- BUSINESS AUTO CONDITIONS is amended to add the following: Any unintentional failure to disclose all exposures or hazards existing as of the effective date of the Business Auto Coverage Form or at any time during the policy period will not invalidate or adversely affect the coverage for such exposure or hazard. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery XV. WORLDWIDE LIABILITY COVERAGE-HIRED AND NONOWNED AUTOS Condition 6.7. in SECTION IV-BUSINESS AUTO CONDITIONS is amended to include the following: For "accidents" resulting from the use or operation of covered "autos" you do not own, the coverage territory means all parts of the world subject to the following provisions: a. If claim is made or "suit" is brought against an "insured" outside of the United States of America, its territories and possessions, Puerto Rico and Canada, we shall have the right, but not the duty to investigate, negotiate, and settle or defend such claim or"suit". If we do not exercise that right, the "insured" shall have the duty to investigate, negotiate, and settle or defend the claim or "suit" and we will reimburse the "insured" for the expenses reasonably incurred in connection with the investigation, settlement or defense. Reimbursement will be paid in the currency of the United States of America at the rate of exchange prevailing on the date of reimbursement. The "insured" shall provide us with such information we shall reasonably request regarding such claim or "suit"and its investigation, negotiation, and settlement or defense. The "insured" shall not agree to any settlement of the claim or "suit" without our consent. We shall not unreasonably withhold consent. AC 84 07 07 13 ©2013 Liberty Mutual Insurance.All rights reserved. Page 5 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2Z91454734036 Issued by b. We are not licensed to write insurance outside of the United States of America, its territories or possessions, Puerto Rico and Canada. We will not furnish certificates of insurance or other evidence of insurance you may need for the purpose of complying with the laws of other countries relating to auto insurance. Failure to comply with the auto insurance laws of other countries may result in fines or penalties. This insurance does not apply to such fines or penalties. XVI. HIRED AUTO PHYSICAL DAMAGE If no deductibles are shown in the Declarations for Physical Damage Coverage for Hired or Borrowed Autos, the following will apply: A. We will pay for "loss" under Comprehensive and Collision coverages to a covered "auto" of the private passenger type hired without an operator for use in your business: 1. The most we will pay for coverage afforded by this endorsement is the lesser of: a. The actual cost to repair or replace such covered "auto" with other property of like kind and quality; or b. The actual cash value of such covered "auto"at the time of the "loss". 2. An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". 3. If a repair or replacement results in better than like kind or quality, we will not pay for the amount of the betterment. B. For each covered "auto", our obligation to pay for, repair, return or replace the covered "auto" will be reduced by any deductible shown in the Declarations that applies to private passenger "autos" that you own. If no applicable deductible is shown in the Declarations, the deductible will be$250. If the Declarations show other deductibles for Physical Damage Coverages for Hired or Borrowed Autos, this Section XVI of this endorsement does not apply. C. Paragraph A.4.b. of SECTION III -PHYSICAL DAMAGE COVERAGE is replaced by: b. Loss of Use Expenses For Hired Auto Physical Damage provided by this endorsement, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a private passenger vehicle rented or hired without a driver, under a written rental contract or agreement. We will pay for loss of use expenses caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations indicate that Collision Coverage is provided for any covered "auto". AC 84 07 07 13 ©2013 Liberty Mutual Insurance.All rights reserved. Page 6 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2Z91454734036 Issued by However, the most we will pay under this coverage is $30 per day, subject to a maximum of$900. XVII. AUTO MEDICAL PAYMENTS COVERAGE -INCREASED LIMITS For any covered "loss", the Limit of Insurance for Auto Medical Payments will be double the limit shown in the Declarations if the "insured" was wearing a seat belt at the time of the "accident". This is the maximum amount we will pay for all covered medical expenses, regardless of the number of covered "autos", "insureds", premiums paid, claims made, or vehicles involved in the "accident". If no limit of insurance for Auto Medical Payments is shown on the Declarations, this paragraph Section XVII of this endorsement does not apply. XVIII. DRIVE OTHER CAR COVERAGE-BROADENED COVERAGE FOR DESIGNATED INDIVIDUALS A. This endorsement amends only those coverages indicated with an "X" in the Drive Other Car section of the Schedule to this endorsement. B. SECTION II- LIABILITY COVERAGE is amended as follows: 1. Any "auto" you don't own, hire or borrow is a covered "auto" for Liability Coverage while being used by any individual named in the Drive Other Car section of the Schedule to this endorsement or by his or her spouse while a resident of the same household except: a. Any"auto"owned by that individual or by any member of his or her household; or b. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". 2. The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her spouse, while a resident of the same household, are "insureds" while using any covered "auto" described in Paragraph B.1. of this endorsement. C. Auto Medical Payments, Uninsured Motorist, and Underinsured Motorist Coverages are amended as follows: The following is added to Who Is An Insured: Any individual named in the Drive Other Car section of the Schedule to this endorsement and his or her "family members" are "insured" while "occupying" or while a pedestrian when struck by any "auto" you don't own except: Any"auto"owned by that individual or by any"family member". D. SECTION III- PHYSICAL DAMAGE COVERAGE is changed as follows: Any private passenger type "auto" you don't own, hire or borrow is a covered "auto" while in the care, custody or control of any individual named in the Drive Other Car section of the Schedule to this endorsement or his or her spouse while a resident of the same household except: 1. Any"auto"owned by that individual or by any member of his or her household; or AC 84 07 07 13 ©2013 Liberty Mutual Insurance.All rights reserved. Page 7 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2Z91454734036 Issued by 2. Any "auto" used by that individual or his or her spouse while working in a business of selling, servicing, repairing or parking "autos". E. For purposes of this endorsement, SECTION V-DEFINITIONS is amended to add the following: "Family member" means a person related to the individual named in the Drive Other Car section of the Schedule to this endorsement by blood, marriage or adoption who is a resident of the individual's household, including a ward or foster child. XIX. RENTAL REIMBURSEMENT COVERAGE A. For any owned covered "auto" for which Collision and Comprehensive Coverages are provided, we will pay for rental reimbursement expenses incurred by you for the rental of an "auto" because of a covered physical damage "loss" to an owned covered "auto". Such payment applies in addition to the otherwise applicable amount of physical damage coverage you have on a covered "auto". No deductibles apply to this coverage. B. We will pay only for those expenses incurred during the policy period beginning 24 hours after the "loss" and ending with the earlier of the return or repair of the covered "auto", or the exhaustion of the coverage limit. C. Our payment is limited to the lesser of the following amounts: 1. Necessary and actual expenses incurred; or 2. $30 per day with a maximum of$900 in any one period. D. This coverage does not apply: PP :Y 1. While there are spare or reserve "autos"available to you for your operations; or 2. If coverage is provided by another endorsement attached to this policy. "auto" theprivate passenger type, we will E. If a covered "loss" results from the total theft of a coveredof p g yp , pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under Paragraph A.4. Coverage Extensions of SECTION III — PHYSICAL DAMAGE COVERAGE of the Business Auto Coverage Form or Section VII of this endorsement. XX.NOTICE OF CANCELLATION OR NONRENEWAL A. Paragraph A.2. of the COMMON POLICY CONDITIONS is changed to: 2. We may cancel or non-renew this policy by mailing written notice of cancellation or non-renewal to the Named Insured, and to any names)and address(es) shown in the Cancellation and Non-renewal Schedule: a. For reasons of non-payment,the greater of: (1) 10 days; or (2) The number of days specified in any other Cancellation Condition attached to this policy; or b. For reasons other than non-payment,the greater of: AC 84 07 07 13 ©2013 Liberty Mutual Insurance.All rights reserved. Page 8 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2Z91454734036 Issued by (1) 60 days; (2) The number of days shown in the Cancellation and Non-renewal Schedule; or (3) The number of days specified in any other Cancellation Condition attached to this policy, prior to the effective date of the cancellation or non-renewal. B. All other terms of Paragraph A. of the COMMON POLICY CONDITIONS, and any amendments thereto, remain in full force and effect. XXI. LOAN/LEASE PAYOFF COVERAGE The following is added to Paragraph C. Limit of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE: In the event of a total "loss" to a covered "auto" of the private passenger type shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto", less: 1. The amount paid under the PHYSICAL DAMAGE COVERAGE SECTION of the policy;and 2. Any: a. Overdue lease/loan payments at the time of the"loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; c. Security deposits not returned by the lessor; d. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease;and e. Carry-over balances from previous loans or leases. This coverage is limited to a maximum of$1500 for each covered "auto". XXII. LIMITED MEXICO COVERAGE WARNING AUTO ACCIDENTS IN MEXICO ARE SUBJECT TO THE LAWS OF MEXICO ONLY- NOT THE LAWS OF THE UNITED STATES OF AMERICA. THE REPUBLIC OF MEXICO CONSIDERS ANY AUTO ACCIDENT A CRIMINAL OFFENSE AS WELL AS A CIVIL MATTER. IN SOME CASES THE COVERAGE PROVIDED UNDER THIS ENDORSEMENT MAY NOT BE RECOGNIZED BY THE MEXICAN AUTHORITIES AND WE MAY NOT BE ALLOWED TO IMPLEMENT THIS COVERAGE AT ALL IN MEXICO. YOU SHOULD CONSIDER PURCHASING AUTO COVERAGE FROM A LICENSED MEXICAN INSURANCE COMPANY BEFORE DRIVING INTO MEXICO. THIS ENDORSEMENT DOES NOT APPLY TO ACCIDENTS OR LOSSES WHICH OCCUR BEYOND 25 MILES FROM THE BOUNDARY OF THE UNITED STATES OF AMERICA. © Insurance.All rights reserved. Page 84 07 07 13 2013 Liberty Mutual g 9 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2Z91454734036 Issued by A. Coverage 1. Paragraph B.7. of SECTION IV- BUSINESS AUTO CONDITIONS is amended by the addition of the following: The coverage territory is extended to include Mexico but only if all of the following criteria are met: a. The"accidents"or"loss"occurs within 25 miles of the United States border; and b. While on a trip into Mexico for 10 days or less. 2. For coverage provided by this section of the endorsement, Paragraph B.5. Other Insurance in SECTION IV- BUSINESS AUTO CONDITIONS is replaced by the following: The insurance provided by this endorsement will be excess over any other collectible insurance. B. Physical Damage Coverage is amended by the addition of the following: If a "loss" to a covered "auto" occurs in Mexico, we will pay for such "loss" in the United States. If the covered "auto" must be repaired in Mexico in order to be driven,we will not pay more than the actual cash value of such "loss"at the nearest United States point where the repairs can be made. C. Additional Exclusions The following additional exclusions are added: This insurance does not apply: 1. If the covered "auto" is not principally garaged and principally used in the United States. 2. To any"insured"who is not a resident of the United States. XXIII.WAIVER OF SUBROGATION Paragraph A.5. in SECTION IV - BUSINESS AUTO CONDITIONS does not apply to any person or organization where the Named Insured has agreed, by written contract executed prior to the date of "accident",to waive rights of recoveryagainst suchperson or organization. 9 9 9 AC 84 07 07 13 ©2013 Liberty Mutual Insurance.All rights reserved. Page 10 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Policy Number AS2Z91454734036 Issued by Schedule Premium Liability am Physical Damage Total Premium V. Fellow Employee Schedule of Employees: XVIII. Drive Other Car LIAB MP UM UIM COMP COLL Name of Individual 1111 NM MI all MI 1111 XX. Notice of Cancellation or Nonrenewal Name and Address Number of Days all AC 84 07 07 13 ©2013 Liberty Mutual Insurance.All rights reserved. Page 11 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. This page has been left blank intentionally. POLICY NUMBER: AS2-Z91-454734-036 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s)or organization(s)who are "insureds"for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization whom you agreed in writing as an additional insured, but only for the coverage and minimum limits of insurance required by the written agreement, and in no event to exceed either the scope of coverage or the limits of insurance provided in this policy Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured"for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 ©Insurance Services Office, Inc., 2011 Page 1 of 1 This page has been left blank intentionally.