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21-046.00 Gordon Thomas Honeywell: Spokane Sewer Utility Tax Legal Svcs • Contract No.21-046 AGREEMENT FOR PROFESSIONAL SERVICES Gordon Thomas Honeywell LLP THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter"City"and Gordon Thomas Honeywell,LLP,hereinafter"Consultant,"jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services, attached as Exhibit A. A.Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services, schedule,and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services,stop work,and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. However, Consultant has not made any representations, assurances, or guarantees regarding the outcome or any consequence connected with the legal advice Consultant is being retained to provide. There are no implied or express warranties given by the firm besides providing the standard of care stated in paragraph 1(c) of this Agreement. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant shall accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do.so by City without additional compensation. Agreement for Professional Services—GTH Law Page 1 of 9 Contract No.21-046 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by December 31, 2023 unless the time for performance is extended in writing by the Parties. Either Party may terminate this Agreement for any reason by 10 days' written notice to the other Party. 3. Compensation. City agrees to pay Consultant an agreed upon hourly rate of$350.00 per hour for Ryan Espegard and$395.00 per hour for Don Cohen up to a maximum amount of$25,000 as full compensation for everything done under this Agreement,as set forth in Exhibit B. Consultant shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below-stated address. 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 Scope of Services,City standards,City Code,and federal or state standards. 5.Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge,City Clerk Name: Ryan Espegard Phone: (509) 720-5000 Phone: (206) 676-7548 Address: 10210 East Sprague Avenue Address: 520 Pike St, Suite 2350 Spokane Valley, WA 99206 Seattle, WA 98101 6.Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant states that its designs, construction documents, and services shall conform to all federal,state,and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary 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 Agreement for Professional Services—GTH Law Page 2 of 9 Contract No.21=046 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. 8. Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City, that City is interested in only 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 Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant 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. However, documents prepared by Consultant and provided to the City may be protected by the attorney-client privilege. The written,graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps, and copies in the form of computer files,for the City's use. City shall have unrestricted authority to publish,disclose, distribute, and otherwise use, in whole or in part, any reports, data, drawings, images, or other material prepared under this Agreement,provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10.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 Consultant'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. The Consultant generally retains relevant documents for a period of seven years, or longer if appropriate based on the particular nature of the work involved. Once the appropriate retention period • is passed, the Consultant will destroy the documents. If the City wishes to have the documents returned rather than destroyed,those arrangements need to be made within 30 days of the conclusion of this matter. If, after the conclusion of the matter, the City requests copies or originals of any documents,the City agrees to pay for the copies, and the cost of retrieving any requested documents stored off-site. 11.Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant,its agents,representatives,employees,or subcontractors. A. Minimum Scope of Insurance. Consultant's required insurance shall be of the types and Agreement for Professional Services—GTH Law Page 3 of 9 Contract No.21-046 coverages as stated below: 1. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office(ISO) form CA 00 01. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations, stop-gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Professional liability insurance appropriate to Consultant's profession. B.Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, and $2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than $2,000,000 per claim and$2,000,000 policy aggregate limit. C. Other Insurance Provisions. The Consultant's policies are to contain,or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2.Consultant shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3. If Consultant 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 Consultant, irrespective of whether such limits maintained by Consultant 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 Consultant. 4.Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement for Professional Services—GTH Law Page 4 of 9 Contract No.21-046 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 Consultant 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, Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 12. Indemnification and Hold Harmless. Consultant 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, 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 Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law, subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. No obligation of Consultant to defend, indemnify or hold harmless shall arise unless and until a final determination has been made by a court of law that Consultant breached the applicable standard of care specified in paragraph 1(c)of this Agreement. 13.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. A waiver in one instance shall not be held to be a 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 14. 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 prior written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. Agreement for Professional Services—GTH Law Page 5 of 9 Contract No. 21-046 16. Confidentiality. Consultant may, from time-to-time, receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 20.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. 21.Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Consultant, for itself, its assignees,and successors in interest agrees as follows: A. Compliance with Regulations: The Consultant shall comply with the federal laws set forth in Section 7 of this Exhibit("Acts and the Regulations") relative to non-discrimination in federally- assisted programs of the U.S. Department of Transportation, Washington State Department of Transportation (WSDOT), as they may be amended from time-to-time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination: The Consultant, with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment.The Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations,including employment practices when the contract covers any activity,project, or program set forth in Appendix B of 49 CFR Part 21. C.Solicitations for Subcontracts,Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the Consultant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by the Consultant of the Consultant's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. Agreement for Professional Services—GTH Law Page 6 of 9 Contract No.21-046 D. Information and Reports: The Consultant shall provide all information and reports required by the Acts,the Regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts, Regulations, and instructions.Where any information required of Consultant is in the exclusive possession of another who fails or refuses to furnish the information, the Consultant shall so certify to the City or the WSDOT, as appropriate,and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a Consultant's noncompliance with the non-discrimination provisions of this Agreement,the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including, but not limited to: 1. withholding payments to the Consultant under the Agreement until the Consultant complies; and/or 2. cancelling, terminating,or suspending the Agreement, in whole or in part. F. Incorporation of Provisions: The Consultant shall include the provisions of paragraphs one through six of this Exhibit in every subcontract, including procurements of materials and leases of equipment,unless exempt by the Acts,the Regulations and directives issued pursuant thereto. The Consultant shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if the Consultant becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction,the Consultant may request that the City enter into any litigation to protect the interests of the City. In addition,the Consultant may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the Consultant agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.,78 stat.252),(prohibits discrimination on the basis of race,color, national origin); and 49 CFR Part 21; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC §471, Section 47123), as amended, (prohibits discrimination based on race,creed, color,national origin,or sex); Agreement for Professional Services—GTH Law Page 7 of 9 Contract No.21-046 The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal- aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems,places of public accommodation, and certain testing entities(42 U.S.C. §§12131- 12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race,color,national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed.Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C.§1681 et seq.). 22. Business Registration. Consultant shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 23. 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. 24. Governmental Affairs Affiliate. The Consultant firm shares its name with"Gordon Thomas Honeywell—Governmental Affairs" ("GTH-GA")under a license agreement. GTH-GA provides lobbying and other consulting services. It does not provide legal advice and is separate from the Consultant. The Consultant has no ownership,management, or control of GTH-GA. Consultant will not share confidential information with GTH-GA. However,unless the City tells Consultant not to do so, Consultant may disclose the City's name and the general nature of the matter to GTH- GA to avoid and address any potential or apparent conflicts of interest. When Consultant refers matters to GTH-GA, it pays Consultant a referral fee and vice versa. Agreement for Professional Services—GTH Law Page 8 of 9 Contract No. 24.Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B. Insurance Certificates The Parties have executed this Agreement this 511'day of March,2021. CITY OF SPOKANE VALLEY GORDON THOMAS HO EYWELL LLP }k4-- CAVIlk_ V(6 A 1 Mark Calhoun,City Manager By:Ryan Espegard Its: Authorized Representative APPRO D • TO FORM:I • Ihe City Office 0'4 o ti ' ) '•rney Agreement for Professional Services—GTH Law Page 9 of 9 Exhibit A- SCOPE OF SERVICES GTH shall assist the City of Spokane Valley relating to the legality of a separate jurisdiction imposing utility taxes on the citizens/rate payers of Spokane Valley. The work will be as directed in writing by the City as issues emerge. Client#: 75771 GORDTHOM (MM/DDI ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE 2/17/2021 (MMAM/YYYI) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT Caitlin Longoria Propel Insurance PHONE 800 499-0933 FAX 866 577-1326 (A/C,No,Ext): (A/c,No): Tacoma Commercial Insurance E-MAIL ADDRESS: 9 @P P caitlin.lon oria ro elinsurance.com 1201 Pacific Ave,Suite 1000 INSURER(S)AFFORDING COVERAGE NAIC# Tacoma,WA 98402 INSURER A:Travelers Indemnity Co of Connecticut 25682 INSURED INSURER B:Travelers Indemnity Company 25658 Gordon,Thomas,Honeywell, INSURER C:Travelers Property Casualty CoofAmerica 25674 Malanca, Peterson&Daheim LLP PO Box 1157 INSURER D INSURER E: Tacoma,WA 98401 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 INSR WVD POLICY NUMBER (MM/DDY/YYYY) (POLICY ) LIMITS A X COMMERCIAL GENERAL LIABILITY 6806727C3152042 07/01/2020 07/01/2021 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR PAEAAARBS(EaEoNccTurrDence) $300,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY JECT X LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ C AUTOMOBILE LIABILITY BA6729C16120SEL 07/01/2020 07/01/2021 COMaccideBINEDnt)SI $1,000,000NGLE LIMIT (Ea ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X AUTOS ONLY X AUT S ONLY (Per acddentDAMAGE B x UMBRELLA LIAB X OCCUR CUP4552Y93A2042 07/01/2020 07/01/2021 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$5000 $ A WORKERS COMPENSATION 6806727C3152042 07/01/2020 07/01/2021 MUTE EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N WA STOP GAP 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 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Re:Operations Performed by the Named Insured. CERTIFICATE HOLDER CANCELLATION City of Spokane Valley SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN C/O Cary Driskell,City Attorney ACCORDANCE WITH THE POLICY PROVISIONS. 10210 East Sprague Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S4483447/M4182831 CCLOO This page has been left blank intentionally. COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read (1) The "bodily injury" or"property damage" is the entire policy carefully to determine rights, duties and caused by an "occurrence"that takes place what is and is not covered. in the"coverage territory"; Throughout this policy the words "you" and "your" refer (2) The "bodily injury" or "property damage" to the Named Insured shown in the Declarations, and occurs during the policy period; and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II—Who Is "our" refer to the company providing this insurance. An Insured and no "employee" authorized The word "insured" means any person or organization by you to give or receive notice of an qualifying as such under Section II — Who Is An "occurrence" or claim knew that the"bodily Insured. injury" or"property damage" had occurred, in whole or in part. If such a listed insured Other words and phrases that appear in quotation or authorized "employee" knew, prior to the marks have special meaning. Refer to Section V — policy period, that the "bodily injury" or Definitions. "property damage" occurred, then any SECTION I—COVERAGES continuation, change or resumption of such COVERAGE A—BODILY INJURY AND PROPERTY "bodily injury" or"property damage" during DAMAGE LIABILITY or after the policy period will be deemed to 1. Insuring Agreement have been known prior to the policy period. a. We will pay those sums that the insured c. "Bodily injury" or "property damage" which becomes legally obligated to pay as damages occurs during the policy period and was not, because of"bodily injury" or"property damage" prior to the policy period, known to have to which this insurance applies. We will have occurred by any insured listed under Paragraph the right and duty to defend the insured against 1. of Section II — Who Is An Insured or any any "suit" seeking those damages. However, "employee" authorized by you to give or receive we will have no duty to defend the insured notice of an "occurrence" or claim, includes any against any "suit" seeking damages for"bodily continuation, change or resumption of that injury" or "property damage" to which this "bodily injury" or "property damage" after the insurance does not apply. We may, at our end of the policy period. discretion, investigate any "occurrence" and d. "Bodily injury" or "property damage" will be settle any claim or"suit"that may result. But: deemed to have been known to have occurred (1) The amount we will pay for damages is at the earliest time when any insured listed limited as described in Section III — Limits under Paragraph 1. of Section II — Who Is An Of Insurance and Insured or any"employee" authorized by you to ' give or receive notice of an "occurrence" or (2) Our right and duty to defend end when we claim: have used up the applicable limit of (1) Reports all, or any part, of the "bodily insurance in the payment of judgments or settlements under Coverages A or B or injury" or "property damage" to us or any medical expenses under Coverage C. other insurer; No other obligation or liability to pay sums or (2) Receives a written or verbal demand or perform acts or services is covered unless claim" damages because of the bodily explicitly provided for under Supplementary injury or property damage , or Payments. (3) Becomes aware by any other means that b. This insurance applies to "bodily injury" and "bodily injury" or "property damage" has "property damage"only if: occurred or has begun to occur. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury" include (3) Any statute, ordinance or regulation relating damages claimed by any person or organization to the sale, gift, distribution or use of for care, loss of services or death resulting at alcoholic beverages. any time from the"bodily injury'. This exclusion applies only if you are in the 2. Exclusions business of manufacturing, distributing, selling, This insurance does not apply to: serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a a. Expected Or Intended Injury person to bring alcoholic beverages on your "Bodily injury"or"property damage"expected or premises, for consumption on your premises, intended from the standpoint of the insured. whether or not a fee is charged or a license is This exclusion does not apply to "bodily injury" required for such activity, is not by itself or "property damage" resulting from the use of considered the business of selling, serving or reasonable force to protect persons or property. furnishing alcoholic beverages. b. Contractual Liability d. Workers' Compensation And Similar Laws "Bodily injury" or "property damage" for which Any obligation of the insured under a workers' the insured is obligated to pay damages by compensation, disability benefits or reason of the assumption of liability in a unemployment compensation law or any similar contract or agreement. This exclusion does not law. apply to liability for damages: e. Employer's Liability (1) That the insured would have in the absence "Bodily injury"to: of the contract or agreement; or (1) An "employee" of the insured arising out of (2) Assumed in a contract or agreement that is and in the course of: an "insured ,contract", provided that the (a) Employment by the insured; or "bodily injury" or"property damage" occurs subsequent to the execution of the contract (b) Performing duties related to the or agreement. Solely for the purposes of conduct of the insured's business; or liability assumed in an "insured contract", (2) The spouse, child, parent, brother or sister reasonable attorneys' fees and necessary of that "employee" as a consequence of litigation expenses incurred by or for a party Paragraph(1)above. other than an insured will be deemed to be damages because of "bodily injury" or This exclusion applies whether the insured may "property damage", provided that: be liable as an employer or in any other capacity and to any obligation to share damages with or (a) Liability to such party for, or for the repay someone else who must pay damages cost of, that party's defense has also because of the injury. been assumed in the same "insured contract"; and This exclusion does not apply to liability assumed by the insured under an "insured (b) Such attorneys' fees and litigation contract". expenses are for defense of that party against a civil or alternative dispute f. Pollution resolution proceeding in which (1) "Bodily injury" or"property damage" arising damages to which this insurance out of the actual, alleged or threatened applies are alleged. discharge, dispersal, seepage, migration, c. Liquor Liability release or escape of"pollutants": "Bodily injury" or "property damage" for which (a) At or from any premises, site or any insured may be held liable by reason of: location which is or was at any time owned or occupied by, or rented or (1) Causing or contributing to the intoxication loaned to, any insured. However, this of any person; subparagraph does not apply to: (2) The furnishing of alcoholic beverages to a (i) "Bodily injury' if sustained within a person under the legal drinking age or building and caused by smoke, under the influence of alcohol;or fumes, vapor or soot produced by or originating from equipment that Page 2 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY is used to heat, cool or dehumidify to perform the normal electrical, the building, or produced by or hydraulic or mechanical functions originating from equipment that is necessary for the operation of used to heat water for personal "mobile equipment" or its parts, if use by the building's occupants or such fuels, lubricants or other their guests; operating fluids escape from a (ii) "Bodily injury" or "property vehicle part designed to hold, store damage" for which you may be or receive them. This exception held liable, if you are a contractor does not apply if the"bodily injury" and the owner or lessee of such or"property damage" arises out of premises, site or location has been the intentional discharge, dispersal added to your policy as an or release of the fuels, lubricants additional insured with respect to or other operating fluids, or if such your ongoing operations performed fuels, lubricants or other operating for that additional insured at that fluids are brought on or to the premises, site or location and such premises, site or location with the premises, site or location is not intent that they be discharged, and never was owned or occupied dispersed or released as part of by, or rented or loaned to, any the operations being performed by insured, other than that additional such insured, contractor or insured; or subcontractor; (iii) "Bodily injury" or "property (ii) "Bodilyinjury' or "property damage" arising out of heat, damage" sustained within a smoke or fumes from a "hostile building and caused by the release fire"; of gases, fumes or vapors from (b) At or from any premises, site or materials brought into that building location which is or was at any time in connection with operations being used by or for any insured or others for performed by you or on your behalf the handling, storage, disposal, by a contractor or subcontractor; or processing or treatment of waste; (c) If such "pollutants" are or were at any (iii) Bodily injury or property damage" arising out of heat, time transported, handled, stored, smoke or fumes from a "hostile treated, disposed of, or processed as fire"; or waste by or for: (i) Any insured;or (e) At or from any premises, site or (ii) location on which any insured or any Any person or organization for whom you may be legally contractors or subcontractors working directly or indirectly on any insured's responsible; behalf are or were at any time (d) At or from any premises, site or performing operations to test for, location on which any insured or any monitor, clean up, remove, contain, contractors or subcontractors working treat, detoxify or neutralize, or in any directly or indirectly on any insured's way respond to, or assess the effects behalf are performing operations if the of, "pollutants". "pollutants" are brought on or to the premises, site or location in connection (2) Any loss, cost or expense arising out of with such operations by such insured, any: contractor or subcontractor. However, (a) Request, demand, order or statutory or this subparagraph does not apply to: regulatory requirement that any insured (i) "Bodily injury" or "property or others test for, monitor, clean up, damage" arising out of the escape remove, contain, treat, detoxify or of fuels, lubricants or other neutralize, or in any way respond to, or operating fluids which are needed assess the effects of,"pollutants"; or CG T1 00 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY (b) Claim or suit by or on behalf of any (b) The operation of any of the machinery governmental authority or any other or equipment listed in Paragraph f.(2) person or organization because of or f.(3) of the definition of "mobile testing for, monitoring, cleaning up, equipment"; or removing, containing, treating, (6) An aircraft that is: detoxifying or neutralizing, or in any way responding to, or assessing the (a) Chartered with a pilot to any insured; effects of, "pollutants". (b) Not owned by any insured; and g. Aircraft,Auto Or Watercraft (c) Not being used to carry any person or "Bodily injury" or"property damage" arising out property for a charge. of the ownership, maintenance, use or h. Mobile Equipment entrustment to others of any aircraft, "auto" or "Bodily injury" or"property damage" arising out watercraft owned or operated by or rented or of: loaned to any insured. Use includes operation and"loading or unloading". (1) The transportation of "mobile equipment" by an "auto" owned or operated by or This exclusion applies even if the claims rented or loaned to any insured; or against any insured allege negligence or other wrongdoing in the supervision, hiring, (2) The use of"mobile equipment" in, or while employment, training or monitoring of others by in practice for, or while being prepared for, that insured, if the "occurrence" which caused any prearranged racing, speed, demolition, the"bodily injury" or"property damage"involved or stunting activity. the ownership, maintenance, use or i. War entrustment to others of any aircraft, "auto" or "Bodily injury" or"property damage" arising out watercraft that is owned or operated by or of: rented or loaned to any insured. (1) War, including undeclared or civil war; This exclusion does not apply to: (2) Warlike action by a military force, including (1) A watercraft while ashore on premises you action in hindering or defending against an own or rent; actual or expected attack, by any (2) A watercraft you do not own that is: government, sovereign or other authority (a) 50 feet long or less; and using military personnel or other agents; or (b) Not being used to carry any person or (3) Insurrection, rebellion, revolution, usurped property for a charge; power, or action taken by governmental (3) Parking an "auto" on, or on the ways next authority in hindering or defending against any of these. to, premises you own or rent, provided the "auto" is not owned by or rented or loaned j. Damage To Property to you or the insured; "Property damage"to: (4) Liability assumed under any "insured (1) Property you own, rent, or occupy, contract"for the ownership, maintenance or including any costs or expenses incurred use of aircraft or watercraft; by you, or any other person, organization or (5) "Bodily injury" or"property damage" arising entity, for repair, replacement, out of: enhancement, restoration or maintenance of such property for any reason, including (a) The operation of machinery or prevention of injury to a person or damage equipment that is attached to, or part to another's property; of, a land vehicle that would qualify as "mobile equipment" under the definition (2) Premises you sell,give away or abandon, if of "mobile equipment" if such land the "property damage" arises out of any vehicle were not subject to a part of those premises; compulsory or financial responsibility (3) Property loaned to you; law, or other motor vehicle insurance (4) Personal property in the care, custody or law, where it is licensed or principally control of the insured; garaged; or Page 4 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY (5) That particular part of real property on accidental physical injury to "your product" or which you or any contractors or "your work" after it has been put to its intended subcontractors working directly or indirectly use. on your behalf are performing operations, if n. Recall Of Products,Work Or Impaired the "property damage" arises out of those Property operations; or Damages claimed for any loss, cost or expense (6) That particular part of any property that incurred by you or others for the loss of use, must be restored, repaired or replaced withdrawal, recall, inspection, repair, because "your work" was incorrectly replacement, adjustment, removal or disposal performed on it. of: Paragraphs (1), (3) and (4) of this exclusion do (1) "Your product"; not apply to "premises damage". A separate (2) "Your work"; or limit of insurance applies to"premises damage" as described in Paragraph 6. of Section III — (3) "Impaired property"; Limits Of Insurance. if such product, work, or property is withdrawn Paragraph (2)of this exclusion does not apply if or recalled from the market or from use by any the premises are "your work" and were never person or organization because of a known or occupied, rented or held for rental by you. suspected defect, deficiency, inadequacy or dangerous condition in it. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed o. Personal And Advertising Injury under a sidetrack agreement. "Bodily injury" arising out of "personal and Paragraph (6) of this exclusion does not apply advertising injury". to"property damage" included in the"products- p. Electronic Data completed operations hazard". Damages arising out of the loss of, loss of use k. Damage To Your Product of, damage to, corruption of, inability to access, "Property damage" to"your product" arising out or inability to manipulate"electronic data". of it or any part of it. However, this exclusion does not apply to I. Damage To Your Work liability for damages because of"bodily injury". "Property damage" to"your work" arising out of q. Unsolicited Communication it or any part of it and included in the"products- "Bodily injury" or"property damage" arising out completed operations hazard". of any actual or alleged violation of any law that This exclusion does not apply if the damaged restricts or prohibits the sending, transmitting work or the work out of which the damage or distributing of"unsolicited communication". arises was performed on your behalf by a subcontractor. r. Access Or Disclosure Of Confidential Or Personal Information m. Damage To Impaired Property Or Property Not Physically Injured "Bodily injury" or"property damage" arising out of any access to or disclosure of any person's "Property damage" to "impaired property" or or organization's confidential or personal property that has not been physically injured, information. arising out of: (1) A defect, deficiency, inadequacy or s. Asbestos dangerous condition in "your product" or (1) "Bodily injury" or"property damage" arising "your work"; or out of the actual or alleged presence or (2) A delay or failure by you or anyone acting actual, alleged or threatened dispersal of on your behalf to perform a contract or asbestos, asbestos fibers or products agreement in accordance with its terms. containing asbestos, provided that the "bodily injury" or "property damage" is This exclusion does not apply to the loss of use caused or contributed to by the hazardous of other property arising out of sudden and properties of asbestos. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 5 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY (2) "Bodily injury" or"property damage" arising employment-related practices described in out of the actual or alleged presence or Paragraph (a), (b), or(c)above is directed. actual, alleged or threatened dispersal of This exclusion applies whether the insured may any solid, liquid, gaseous or thermal irritant be liable as an employer or in any other capacity or contaminant, including smoke, vapors, and to any obligation to share damages with or soot, fumes, acids, alkalis, chemicals and repay someone else who must pay damages waste, and that are part of any claim or because of the"bodily injury". "suit" which also alleges any"bodily injury" or "property damage" described in Exclusions c. through n. do not apply to "premises damage". A separate limit of insurance applies to Paragraph(1)above. "premises damage" as described in Paragraph 6.of (3) Any loss, cost or expense arising out of Section III—Limits Of Insurance. any: COVERAGE B—PERSONAL AND ADVERTISING (a) Request, demand, order or statutory or INJURY LIABILITY regulatory requirement that any insured 1. Insuring Agreement or others test for, monitor, clean up, a. We will pay those sums that the insured remove, contain, treat, detoxify or becomes legally obligated to pay as damages neutralize, or in any way respond to, or because of "personal and advertising injury" to assess the effects of, asbestos, which this insurance applies. We will have the asbestos fibers or products containing right and duty to defend the insured against any asbestos; or "suit" seeking those damages. However, we will (b) Claim or suit by or on behalf of any have no duty to defend the insured against any governmental authority or any other "suit" seeking damages for "personal and person or organization because of advertising injury" to which this insurance does testing for, monitoring, cleaning up, not apply. We may, at our discretion, removing, containing, treating, investigate any offense and settle any claim or detoxifying or neutralizing, or in any "suit"that may result. But: way responding to, or assessing the (1) The amount we will pay for damages is effects of, asbestos, asbestos fibers or limited as described in Section III — Limits products containing asbestos. Of Insurance; and t. Employment-Related Practices (2) Our right and duty to defend end when we "Bodily injury"to: have used up the applicable limit of (1) A person arising out of any: insurance in the payment of judgments or (a) Refusal to employ that person; settlements under Coverages A or B or (b) Termination of that person's medical expenses under Coverage C. employment; or No other obligation or liability to pay sums or (c) Employment-related practice, policy, perform acts or services is covered unless act or omission, such as coercion, explicitly provided for under Supplementary demotion, evaluation, reassignment, Payments. discipline, failure to promote or b. This insurance applies to "personal and advance, harassment, humiliation, advertising injury" caused by an offense arising discrimination, libel, slander, violation out of your business but only if the offense was of the person's right of privacy, committed in the"coverage territory" during the malicious prosecution or false arrest, policy period. detention or imprisonment applied to or 2. Exclusions directed at that person, regardless of whether such practice, policy, act or This insurance does not apply to: omission occurs, is applied or is a. Knowing Violation Of Rights Of Another committed before, during or after the "Personal and advertising injury" caused by or time of that person's employment; or at the direction of the insured with the (2) The spouse, child, parent, brother or sister knowledge that the act would violate the rights of that person as a consequence of"bodily of another and would inflict "personal and injury" to that person at whom any of the advertising injury". Page 6 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY This exclusion does not apply to "personal against a civil or alternative dispute injury'caused by malicious prosecution. resolution proceeding in which b. Material Published With Knowledge OF damages to which this insurance Falsity applies are alleged. "Personal and advertising injury" arising out of f. Breach Of Contract oral or written publication, including publication "Advertising injury" arising out of a breach of by electronic means, of material, if done by or at contract. the direction of the insured with knowledge of g. Quality Or Performance Of Goods—Failure its falsity. To Conform To Statements c. Material Published Or Used Prior To Policy "Advertising injury" arising out of the failure of Period goods, products or services to conform with (1) "Personal and advertising injury' arising out any statement of quality or performance made of oral or written publication, including in your"advertisement". publication by electronic means, of material h. Wrong Description Of Prices whose first publication took place before the beginning of the policy period; or "Advertising injury" arising out of the wrong description of the price of goods, products or (2) "Advertising injury' arising out of services stated in your"advertisement". infringement of copyright, "title" or"slogan" in your "advertisement" whose first i. Intellectual Property infringement in your "advertisement" was "Personal and advertising injury" arising out of committed before the beginning of the any actual or alleged infringement or violation of policy period. any of the following rights or laws, or any other d. Criminal Acts "personal and advertising injury" alleged in any "Personal and advertising injury'arising out of a claim or "suit" that also alleges any such infringement or violation: criminal act committed by or at the direction of the insured. (1) Copyright; e. Contractual Liability (2) Patent; "Personal and advertising injury" for which the (3) Trade dress; insured has assumed liability in a contract or (4) Trade name; agreement. This exclusion does not apply to (5) Trademark; liability for damages: (1) That the insured would have in the absence (6) Trade secret; or of the contract or agreement; or (7) Other intellectual property rights or laws. (2) Because of "personal injury' assumed by This exclusion does not apply to: you in a contract or agreement that is an (1) "Advertising injury' arising out of any actual "insured contract", provided that the or alleged infringement or violation of "personal injury' is caused by an offense another's copyright, "title" or "slogan" in committed subsequent to the execution of your"advertisement"; or the contract or agreement. Solely for the purposes of liability assumed by you in an (2) Any other "personal and advertising injury" "insured contract", reasonable attorneys' alleged in any claim or "suit" that also fees and necessary litigation expenses alleges any such infringement or violation incurred by or for a party other than an of another's copyright, "title" or"slogan" in insured will be deemed to be damages your"advertisement". because of"personal injury', provided that: j. Insureds In Media And Internet Type (a) Liability to such party for, or for the Businesses cost of, that party's defense has also "Personal and advertising injury" caused by an been assumed by you in the same offense committed by an insured whose "insured contract"; and business is: (b) Such attorneys' fees and litigation expenses are for defense of that party (1) Advertising, "broadcasting"or publishing; CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 7 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY (2) Designing or determining content of neutralizing, or in any way responding to, or websites for others; or assessing the effects of,"pollutants". (3) An Internet search, access, content or o. War service provider. "Personal and advertising injury"arising out of: However, this exclusion does not apply to (1) War, including undeclared or civil war; Paragraphs a.(1), (2) and (3)of the definition of "personal injury . (2) Warlike action by a military force, including action in hindering or defending against an For the purposes of this exclusion: actual or expected attack, by any (1) Creating and producing correspondence government, sovereign or other authority written in the conduct of your business, using military personnel or other agents; or bulletins, financial or annual reports, or (3) Insurrection, rebellion, revolution, usurped newsletters about your goods, products or power, or action taken by governmental services will not be considered the authority in hindering or defending against business of publishing;and any of these. (2) The placing of frames, borders or links, or p. Unsolicited Communication advertising, for you or others anywhere on the Internet will not, by itself, be considered "Personal and advertising injury" arising out of the business of advertising, "broadcasting" any actual or alleged violation of any law that or publishing. restricts or prohibits the sending, transmitting or distributing of"unsolicited communication". k. Electronic Chatrooms Or Bulletin Boards q. Access Or Disclosure Of Confidential Or "Personal and advertising injury" arising out of Personal Information an electronic chatroom or bulletin board the "Personal and advertising injury" arising out of insured hosts or owns, or over which the any access to or disclosure of any person's or insured exercises control. organization's confidential or personal I. Unauthorized Use Of Another's Name Or information. Product r. Asbestos "Personal and advertising injury" arising out of (1) "Personal and advertising injury"arising out the unauthorized use of another's name or of the actual or alleged presence or actual, product in your e-mail address, domain name or alleged or threatened dispersal of asbestos, metatag, or any other similar tactics to mislead asbestos fibers or products containing another's potential customers. asbestos, provided that the "personal and m. Pollution advertising injury" is caused or contributed "Personal and advertising injury" arising out of to by the hazardous properties of asbestos. the actual, alleged or threatened discharge, (2) "Personal and advertising injury"arising out dispersal, seepage, migration, release or of the actual or alleged presence or actual, escape of"pollutants"at any time. alleged or threatened dispersal of any solid, n. Pollution-Related liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, Any loss, cost or expense arising out of any: soot, fumes, acids, alkalis, chemicals and (1) Request, demand, order or statutory or waste, and that are part of any claim or regulatory requirement that any insured or "suit" which also alleges any"personal and others test for, monitor, clean up, remove, advertising injury" described in Paragraph contain, treat, detoxify or neutralize, or in (1)above. any way respond to, or assess the effects (3) Any loss, cost or expense arising out of of,"pollutants"; or any: (2) Claim or suit by or on behalf of any (a) Request, demand, order or statutory or govemmental authority or any other person regulatory requirement that any insured or organization because of testing for, or others test for, monitor, clean up, monitoring, cleaning up, removing, remove, contain, treat, detoxify or containing, treating, detoxifying or neutralize, or in any way respond to, or Page 8 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY assess the effects of, asbestos, (3) Because of your operations; asbestos fibers or products containing provided that: asbestos; or (b) Claim or suit by or on behalf of any (a) The accident takes place in the "coverage territory" and during the policy period; governmental authority or any other person or organization because of (b) The expenses are incurred and reported to testing for, monitoring, cleaning up, us within one year of the date of the removing, containing, treating, accident;and detoxifying or neutralizing, or in any (c) The injured person submits to examination, way responding to, or assessing the at our expense, by physicians of our choice effects of, asbestos, asbestos fibers or as often as we reasonably require. products containing asbestos. b. We will make these payments regardless of s. Employment-Related Practices fault. These payments will not exceed the "Personal injury"to: applicable limit of insurance. We will pay reasonable expenses for: (1) A person arising out of any: (1) First aid administered at the time of an (a) Refusal to employ that person; accident; (b) Termination of that person's (2) Necessary medical, surgical, X-ray and employment; or dental services, including prosthetic (c) Employment-related practice, policy, devices; and act or omission, such as coercion, (3) Necessary ambulance, hospital, demotion, evaluation, reassignment, professional nursing and funeral services. discipline, failure to promote or advance, harassment, humiliation, 2. Exclusions discrimination, libel, slander, violation We will not pay expenses for"bodily injury": of the person's right of privacy, a. Any Insured malicious prosecution or false arrest, To any insured, except"volunteer workers". detention or imprisonment applied to or directed at that person, regardless of b. Hired Person whether such practice, policy, act or To a person hired to do work for or on behalf of omission occurs, is applied or is any insured or a tenant of any insured. committed before, during or after the c. Injury On Normally Occupied Premises time of that person's employment; or To a person injured on that part of premises (2) The spouse, child, parent, brother or sister you own or rent that the person normally of that person as a consequence of occupies. "personal injury" to that person at whom any of the employment-related practices d. Workers' Compensation And Similar Laws described in Paragraph (a), (b), or (c) To a person, whether or not an "employee" of above is directed. any insured, if benefits for the"bodily injury"are This exclusion applies whether the insured may payable or must be provided under a workers' be liable as an employer or in any other capacity compensation or disability benefits law or a and to any obligation to share damages with or similar law. repay someone else who must pay damages e. Athletics Activities because of the"personal injury". To a person injured while practicing, instructing COVERAGE C—MEDICAL PAYMENTS or participating in any physical exercises or 1. Insuring Agreement games,sports, or athletic contests. a. We will pay medical expenses as described f. Products-Completed Operations Hazard below for"bodily injury"caused by an accident: Included within the "products-completed (1) On premises you own or rent; operations hazard". (2) On ways next to premises you own or rent; g. Coverage A Exclusions or Excluded under Coverage A. CG T1 00 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS assumed by the insured in the same "insured 1. We will pay, with respect to any claim we contract"; investigate or settle, or any"suit"against an insured d. The allegations in the"suit" and the information we defend: we know about the"occurrence" or offense are such that no conflict appears to exist between a. All expenses we incur. the interests of the insured and the interests of b. Up to$2,500 for the cost of bail bonds required the indemnitee; because of accidents or traffic law violations e. The indemnitee and the insured ask us to arising out of the use of any vehicle to which conduct and control the defense of that the Bodily Injury Liability Coverage applies. We indemnitee against such "suit" and agree that do not have to furnish these bonds. we can assign the same counsel to defend the c. The cost of bonds to release attachments, but insured and the indemnitee; and only for bond amounts within the applicable limit f. The indemnitee: of insurance. We do not have to furnish these (1) Agrees in writing to: bonds. (a) Cooperate with us in the investigation, d. All reasonable expenses incurred by the settlement or defense of the"suit"; insured at our request to assist us in the (b) Immediately send us copies of any investigation or defense of the claim or "suit", demands, notices, summonses or legal including actual loss of earnings up to $500 a papers received in connection with the day because of time off from work. "suit"; e. All court costs taxed against the insured in the (c) Notify any other insurer whose "suit". However, these payments do not include coverage is available to the indemnitee; attorneys' fees or attorneys' expenses taxed and against the insured. (d) Cooperate with us with respect to f. Prejudgment interest awarded against the coordinating other applicable insurance insured on that part of the judgment we pay. If available to the indemnitee; and we make an offer to pay the applicable limit of (2) Provides us with written authorization to: insurance, we will not pay any prejudgment interest based on that period of time after the (a) Obtain records and other information offer. related to the"suit"; and g. All interest on the full amount of any judgment (b) Conduct and control the defense of the that accrues after entry of the judgment and indemnitee in such"suit". before we have paid, offered to pay, or So long as the above conditions are met, attomeys' deposited in court the part of the judgment that fees incurred by us in the defense of that is within the applicable limit of insurance. indemnitee, necessary litigation expenses incurred These payments will not reduce the limits of by us and necessary litigation expenses incurred by insurance. the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the 2. If we defend an insured against a "suit" and an provisions of Paragraph 2.b.(2) of Section I — indemnitee of the insured is also named as a party Coverages — Coverage A — Bodily Injury And to the "suit", we will defend that indemnitee if all of Property Damage Liability or Paragraph 2.e. of the following conditions are met: Section I — Coverages — Coverage B — Personal a. The "suit" against the indemnitee seeks And Advertising Injury Liability, such payments will damages for which the insured has assumed not be deemed to be damages for "bodily injury", the liability of the indemnitee in a contract or "property damage" or"personal injury", and will not agreement that is an "insured contract"; reduce the limits of insurance. b. This insurance applies to such liability assumed Our obligation to defend an insured's indemnitee by the insured; and to pay for attorneys' fees and necessary c. The obligation to defend, or the cost of the litigation expenses as Supplementary Payments defense of, that indemnitee, has also been ends when: Page 10 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY a. We have used up the applicable limit of workers" while performing duties insurance in the payment of judgments, related to the conduct of your settlements or medical expenses; or business; b. The conditions set forth above, or the terms of (b) To the spouse, child, parent, brother or the agreement described in Paragraph f.above, sister of that co-"employee" or are no longer met. "volunteer worker" as a consequence SECTION II—WHO IS AN INSURED of Paragraph(1)(a)above; 1. If you are designated in the Declarations as: (c) For which there is any obligation to a. An individual, you and your spouse are share damages with or repay someone insureds, but only with respect to the conduct else who must pay damages because of the injury of a business of which you are the sole owner. above; bed in Paragraph (1)(a)or(b) or b. A partnership or joint venture, you are an (d) Arising out of his or her providing or insured. Your members, your partners, and failing to provide professional health their spouses are also insureds, but only with care services. respect to the conduct of your business. c. A limited liability company, you are an insured. Unless you are in the business or occupation of providing professional health Your members are also insureds, but only with respect to the conduct of your business. Your care services, Paragraphs (1)(a), (b), (c) managers are insureds, but only with respect to and (d) above do not apply to"bodily injury" their duties as your managers. arising out of providing or failing to provide first aid or "Good Samaritan services" by d. An organization other than a partnership, joint any of your "employees" or "volunteer venture or limited liability company, you are an workers", other than an employed or insured. Your"executive officers" and directors volunteer doctor. Any such "employees" or are insureds, but only with respect to their "volunteer workers" providing or failing to duties as your officers or directors. Your provide first aid or "Good Samaritan stockholders are also insureds, but only with services" during their work hours for you respect to their liability as stockholders. will be deemed to be acting within the e. A trust, you are an insured. Your trustees are scope of their employment by you or also insureds, but only with respect to their performing duties related to the conduct of duties as trustees. your business. 2. Each of the following is also an insured: (2) "Property damage"to property: a. Your "volunteer workers" only while performing (a) Owned, occupied or used by; duties related to the conduct of your business, (b) Rented to, in the care, custody or or your "employees", other than either your control of, or over which physical "executive officers" (if you are an organization control is being exercised for any other than a partnership,joint venture or limited purpose by; liability company) or your managers (if you are a you, any of your "employees", "volunteer limited liability company), but only for acts workers", any partner or member(if you are within the scope of their employment by you or a partnership or joint venture), or any while performing duties related to the conduct member (if you are a limited liability of your business. However, none of these company). "employees" or "volunteer workers" are insureds for: b. Any person (other than your "employee" or "volunteer worker"), or any organization, while (1) "Bodily injury"or"personal injury": acting as your real estate manager. (a) To you,to your partners or members(if c. Any person or organization having proper you are a partnership or joint venture), temporary custody of your property if you die, to your members (if you are a limited but only: liability company), to a co-"employee" while in the course of his or her (1). With respect to liability arising out of the employment or performing duties maintenance or use of that property; and related to the conduct of your (2) Until your legal representative has been business, or to your other "volunteer appointed. CG T1 00 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. . COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, but only b. Arises out of the ownership, maintenance or with respect to duties as such. That use of that part of any premises leased to you. representative will have all your rights and The insurance provided to such premises owner, duties under this Coverage Part. manager or lessor is subject to the following e. Any person or organization that, with your provisions: express or implied consent, either uses or is a. The limits of insurance provided to such responsible for the use of a watercraft that you premises owner, manager or lessor will be the do not own that is: minimum limits that you agreed to provide in the (1) 50 feet long or less; and written contract or agreement, or the limits (2) Not being used to carry any person or shown in the Declarations, whichever are less. property fora charge. b. The insurance provided to such premises 3. Any organization you newly acquire or form, other owner, manager or lessor does not apply to: than a partnership, joint venture or limited liability (1) Any "bodily injury" or "property damage" company, and of which you are the sole owner or in that occurs, or "personal and advertising which you maintain an ownership interest of more injury" caused by an offense that is than 50%, will qualify as a Named Insured if there is committed, after you cease to be a tenant in no other similar insurance available to that that premises; or organization. However: (2) Structural alterations, new construction or a. Coverage under this provision is afforded only demolition operations performed by or on until the 180th day after you acquire or form the behalf of such premises owner, manager or organization or the end of the policy period, lessor. whichever is earlier; 5. Any person or organization that is an equipment b. Coverage A does not apply to "bodily injury" or lessor and that you have agreed in a written contract "property damage" that occurred before you or agreement to include as an additional insured on acquired or formed the organization; and this Coverage Part is an insured, but only with c. Coverage B does not apply to "personal and respect to liability for "bodily injury", "property advertising injury" arising out of an offense damage", or"personal and advertising injury'that: committed before you acquired or formed the a. Is "bodily injury" or "property damage" that organization. occurs, or is "personal and advertising injury" For the purposes of Paragraph 1. of Section 11 — caused by an offense that is committed, Who Is An Insured, each such organization will be subsequent to the signing of that contract or deemed to be designated in the Declarations as: agreement; and b. Is caused, in whole or in part, by your acts or a. An organization, other than a partnership, joint omissions in the maintenance, operation or use venture or limited liability company; or of equipment leased to you by such equipment b. A trust; lessor. as indicated in its name or the documents that The insurance provided to such equipment lessor is govern its structure. subject to the following provisions: a. The limits of insurance provided to such 4. Any person or organization that is a premises equipment lessor will be the minimum limits that owner, manager or lessor and that you have agreed you agreed to provide in the written contract or in a written contract or agreement to include as an agreement, or the limits shown in the additional insured on this Coverage Part is an Declarations, whichever are less. insured, but only with respect to liability for "bodily injury', "property damage" or "personal and b. The insurance provided to such equipment advertising injury"that: lessor does not apply to any "bodily injury" or "property damage" that occurs, or "personal a. Is "bodily injury" or "property damage" that and advertising injury" caused by an offense occurs, or is "personal and advertising injury" that is committed, after the equipment lease caused by an offense that is committed, expires. subsequent to the signing of that contract or No person or organization is an insured with respect to agreement; and the conduct of any current or past partnership, joint Page 12 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY venture or limited liability company that is not shown as a. The amount shown for the Damage To a Named Insured in the Declarations. This paragraph Premises Rented To You Limit in the does not apply to any such partnership,joint venture or Declarations of this Coverage Part; or limited liability company that otherwise qualifies as an b. $300,000 if no amount is shown for the insured under Section II—Who Is An Insured. Damage To Premises Rented To You Limit in SECTION III—LIMITS OF INSURANCE the Declarations of this Coverage Part. 1. The Limits of Insurance shown in the Declarations 7. Subject to Paragraph 5. above, the Medical and the rules below fix the most we will pay Expense Limit is the most we will pay under regardless of the number of: Coverage C for all medical expenses because of "bodily injury"sustained by any one person. a. Insureds; The Limits of Insurance of this Coverage Part apply b. Claims made or"suits" brought; or separately to each consecutive annual period and to any c. Persons or organizations making claims or remaining period of less than 12 months, starting with bringing"suits". the beginning of the policy period shown in the 2. The General Aggregate Limit is the most we will pay Declarations, unless the policy period is extended after for the sum of: issuance for an additional period of less than 12 months. In that case, the additional period will be a. Medical expenses under Coverage C; deemed part of the last preceding period for purposes of b. Damages under Coverage A, except damages determining the Limits of Insurance. because of"bodily injury" or"property damage" SECTION IV—COMMERCIAL GENERAL LIABILITY included in the "products-completed operations CONDITIONS hazard"; and 1. Bankruptcy c. Damages under Coverage B. Bankruptcy or insolvency of the insured or of the 3. The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligations Limit is the most we will pay under Coverage A for under this Coverage Part. damages because of "bodily injury" and "property 2. Duties In The Event Of Occurrence,Offense, damage" included in the "products-completed operations hazard". Claim Or Suit 4. Subject to Paragraph 2. above, the Personal And a. You must see to it that we are notified as soon Advertising Injury Limit is the most we will pay as practicable of an "occurrence" or an offense under Coverage B for the sum of all damages which may result in a claim. To the extent because of all "personal injury" and "advertising possible, notice should include: injury"sustained by any one person or organization. (1) How, when and where the "occurrence" or • 5. Subject to Paragraph 2. or 3. above, whichever offense took place; applies, the Each Occurrence Limit is the most we (2) The names and addresses of any injured will pay for the sum of: persons and witnesses; and a. Damages under Coverage A; and (3) The nature and location of any injury or b. Medical expenses under Coverage C; damage arising out of the "occurrence" or offense. because of all"bodily injury" and "property damage" arising out of any one"occurrence". b. If a claim is made or "suit" is brought against any insured, you must: For the purposes of determining the applicable (1) Immediately record the specifics of the Each Occurrence Limit, all related acts or omissions committed in providing or failing to claim or"suit"and the date received; and provide first aid or "Good Samaritan services" to (2) Notify us as soon as practicable. any one person will be deemed to be one You must see to it that we receive written notice "occurrence". of the claim or"suit"as soon as practicable. 6. Subject to Paragraph 5. above, the Damage To c. You and any other involved insured must: Premises Rented To You Limit is the most we will (1) Immediately send us copies of any pay under Coverage A for damages because of demands, notices, summonses or legal "premises damage" to any one premises. The papers received in connection with the Damage To Premises Rented To You Limit will be: claim or"suit"; CG T1 00 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other (iii) An executive officer or director of information; any other organization; or (3) Cooperate with us in the investigation or (iv)A trustee of any trust; settlement of the claim or defense against the"suit"; and that is your partner, joint venture member, manager or trustee; or (4) Assist us, upon our request, in the enforcement of any right against any (b) Any employee authorized by such person or organization which may be liable partnership, joint venture, limited to the insured because of injury or damage liability company, trust or other organization to give notice of an to which this insurance may also apply. "occurrence"or offense. d. No insured will, except at that insured's own (3) Notice to us of such "occurrence" or cost, voluntarily make a payment, assume any offense will be deemed to be given as soon obligation, or incur any expense, other than for as practicable if it is given in good faith as first aid,without our consent. soon as practicable to your workers' ' e. The following provisions apply to Paragraph a. compensation insurer. This applies only if above, but only for purposes of the insurance you subsequently give notice to us of the provided under this Coverage Part to you or any "occurrence" or offense as soon as insured listed in Paragraph 1. or 2. of Section II practicable after any of the persons —Who Is An Insured: described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense (1) Notice to us of such "occurrence" or may result in sums to which the insurance offense must be given as soon as provided under this Coverage Part may practicable only after the "occurrence" or apply. offense is known to you (if you are an However, if this policy includes an endorsement individual), any of your partners or that provides limited coverage for"bodily injury" members who is an individual (if you are a or "property damage" or pollution costs arising partnership or joint venture), any of your out of a discharge, release or escape of managers who is an individual (if you are a "pollutants" which contains a requirement that limited liability company), any of your the discharge, release or escape of"pollutants" "executive officers" or directors (if you are must be reported to us within a specific number an organization other than a partnership, of days after its abrupt commencement, this joint venture, or limited liability company), Paragraph e.does not affect that requirement. any of your trustees who is an individual (if you are a trust) or any "employee" 3. Legal Action Against Us authorized by you to give notice of an No person or organization has a right under this "occurrence"or offense. Coverage Part: (2) If you are a partnership, joint venture, a. To join us as a party or otherwise bring us into limited liability company or trust, and none a"suit"asking for damages from an insured; or of your partners, joint venture members, b. To sue us on this Coverage Part unless all of managers or trustees are individuals, notice its terms have been fully complied with. to us of such "occurrence" or offense must A person or organization may sue us to recover on be given as soon as practicable only after an agreed settlement or on a final judgment against the"occurrence"or offense is known by: an insured; but we will not be liable for damages (a) Any individual who is: that are not payable under the terms of this Coverage Part or that are in excess of the (i) A partner or member of any applicable limit of insurance. An agreed settlement partnership or joint venture; means a settlement and release of liability signed by (ii) A manager of any limited liability us, the insured, and the claimant or the claimant's legal representative. company; Page 14 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii) That is insurance for "premises If valid and collectible other insurance is available to damage"; the insured for a loss we cover under Coverages A (iii) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a.and b. below. "autos" or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance, or the funding of Coverage Part that applies to losses,that is provided by,through or on behalf of: aircraft, "autos" or watercraft; (i) Another insurance company; (iv) That is insurance available to a premises owner, manager or (ii) Us or any of our affiliated insurance companies, lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II— Occurrence Limit provision of Paragraph 5. of Who Is An Insured, except when Section III — Limits Of Insurance or the Non Paragraph d. below applies; or cumulation of Personal and Advertising Injury (v) That is insurance available to an Limit provision of Paragraph 4. of Section III — equipment lessor that qualifies as Limits of Insurance applies because the an insured under Paragraph 5. of Amendment — Non Cumulation Of Each Section II — Who Is An Insured, Occurrence Limit Of Liability And Non except when Paragraph d. below Cumulation Of Personal And Advertising Injury applies. Limit endorsement is included in this policy; (b) Any of the other insurance, whether (iii)Any risk retention group;or primary, excess, contingent or on any (iv)Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other • Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any"suit" if any other insurer has a duty to defend the insurer means a provider of other insurance. As insured against that "suit". If no other used in Paragraph c. below, insurer means a insurer defends, we will undertake to do so, provider of insurance. but we will be entitled to the insured's rights a. Primary Insurance against all those other insurers. This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies. If this insurance is insurance, we will pay only our share of the primary, our obligations are not affected unless amount of the loss, if any,that exceeds the any of the other insurance is also primary. sum of: Then, we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c.below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance;and b. Excess Insurance (b) The total of all deductible and self- insured amounts under all that other (1) This insurance is excess over: insurance. (a) Any of the other insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance provision and was not bought specifically to (i) That is Fire, Extended Coverage, apply in excess of the Limits of Insurance Builder's Risk, Installation Risk or shown in the Declarations of this Coverage similar coverage for"your work"; Part. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit" is brought. (1) The"bodily injury' or"property damage"for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must subsequent to the signing of that contract or do nothing after loss to impair them.At our request, agreement by you. the insured will bring "suit" or transfer those rights to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part,we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only.At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send notice to the first Named Insured.The due date proof of notice. for audit and retrospective premiums is the date SECTION V—DEFINITIONS shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy,you agree: for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY 2. "Advertising injury": b. In, by or with any other electronic means of a. Means injury caused by one or more of the communication, such as the Internet, if that following offenses: material is part of: (1) Oral or written publication, including (1) Radio or television programming being publication by electronic means, of material transmitted; in your "advertisement" that slanders or (2) Other entertainment, educational, libels a person or organization or instructional, music or news programming disparages a person's or organization's being transmitted; or goods, products or services, provided that the claim is made or the"suit" is brought by (3) Advertising transmitted with any of such a person or organization that claims to have programming. been slandered or libeled, or that claims to • have had its goods, products or services 6. "Coverage territory" means: disparaged; a. The United States of America (including its (2) Oral or written publication, including territories and possessions), Puerto Rico and publication by electronic means, of material Canada; in your"advertisement"that: b. International waters or airspace, but only if the (a) Appropriates a person's name, voice, injury or damage occurs in the course of travel photograph or likeness; or or transportation between any places included (b) Unreasonably places a person in a in Paragraph a.above; or false light; or c. All other parts of the world if the injury or (3) Infringement of copyright, "title" or"slogan" damage arises out of: in your "advertisement", provided that the (1) Goods or products made or sold by you in claim is made or the "suit" is brought by a the territory described in Paragraph a. person or organization that claims above; ownership of such copyright, "title" or "slogan". (2) The activities of a person whose home is in the territory described in Paragraph a. b. Includes "bodily injury" caused by one or more above, but is away for a short time on your of the offenses described in Paragraph a. business; or above. (3) "Personal and advertising injury" offenses 3. "Auto"means: that take place through the Internet or a. A land motor vehicle, trailer or semitrailer similar electronic means of communication; designed for travel on public roads, including provided the insured's responsibility to pay any attached machinery or equipment; or damages is determined in a "suit" on the merits in b. Any other land vehicle that is subject to a the territory described in Paragraph a.above, or in a compulsory or financial responsibility law, or settlement we agree to. other motor vehicle insurance law, where it is licensed or principally garaged. 7. "Electronic data" means information, facts or However, "auto" does not include "mobile programs stored as or on, created or used on, or transmitted to or from computer software (including equipment". systems and applications software), hard or floppy 4. "Bodily injury" means: disks, CD-ROMs, tapes, drives, cells, data a. Physical harm, including sickness or disease, processing devices or any other media which are sustained by a person; or used with electronically controlled equipment. b. Mental anguish, injury or illness, or emotional 8. "Employee" includes a "leased worker". "Employee" distress, resulting at any time from such does not include a"temporary worker". physical harm,sickness or disease. 9. "Executive officer" means a person holding any of 5. "Broadcasting" means transmitting any audio or the officer positions created by your charter, visual material for any purpose: constitution, bylaws or any other similar governing a. By radio or television;or document. CG T1 00 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 17 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY 10. "Good Samaritan services" means any emergency tracks, roadbeds, tunnel, underpass or medical services for which no compensation is crossing; demanded or received. (2) That indemnifies an architect, engineer or 11. "Hostile fire" means a fire which becomes surveyor for injury or damage arising out of: uncontrollable or breaks out from where it was (a) Preparing, approving, or failing to intended to be. prepare or approve, maps, shop 12. "Impaired property" means tangible property, other drawings, opinions, reports, surveys, than "your product" or "your work", that cannot be field orders, change orders or drawings used or is less useful because: and specifications; or a. It incorporates "your product" or "your work" (b) Giving directions or instructions, or that is known or thought to be defective, failing to give them, if that is the deficient, inadequate or dangerous; or primary cause of the injury or damage; b. You have failed to fulfill the terms of a contract or or agreement; (3) Under which the insured, if an architect, if such property can be restored to use by the engineer or surveyor, assumes liability for repair, replacement, adjustment or removal of"your an injury or damage arising out of the product" or"your work" or your fulfilling the terms of insured's rendering or failure to render the contract or agreement. professional services, including those listed in Paragraph (2) above and supervisory, 13. "Insured contract"means: inspection, architectural or engineering a. A contract for a lease of premises. However, activities. that portion of the contract for a lease of 14. "Leased worker" means a person leased to you by a premises that indemnifies any person or labor leasing firm under an agreement between you organization for "premises damage" is not an and the labor leasing firm,to perform duties related "insured contract"; to the conduct of your business. "Leased worker" b. A sidetrack agreement; does not include a"temporary worker". c. Any easement or license agreement, except in 15. "Loading or unloading" means the handling of connection with construction or demolition property: operations on or within 50 feet of a railroad; a. After it is moved from the place where it is d. An obligation, as required by ordinance, to accepted for movement into or onto an aircraft, indemnify a municipality, except in connection watercraft or"auto"; with work for a municipality; b. While it is in or on an aircraft, watercraft or e. An elevator maintenance agreement; "auto"; or f. That part of any other contract or agreement c. While it is being moved from an aircraft, pertaining to your business (including an watercraft or "auto" to the place where it is indemnification of a municipality in connection finally delivered; with work performed for a municipality) under but "loading or unloading" does not include the which you assume the tort liability of another movement of property by means of a mechanical party to pay for "bodily injury", "property device, other than a hand truck,that is not attached damage" or "personal injury" to a third person to the aircraft, watercraft or"auto". or organization. Tort liability means a liability 16. "Mobile equipment" means any of the following that would be imposed by law in the absence of types of land vehicles, including any attached any contract or agreement. machinery or equipment: Paragraph f. does not include that part of any a. Bulldozers, farm machinery, forklifts and other contract or agreement: vehicles designed for use principally off public (1) That indemnifies a railroad for "bodily roads; injury" or "property damage" arising out of b. Vehicles maintained for use solely on or next to construction or demolition operations, premises you own or rent; within 50 feet of any railroad property and affecting any railroad bridge or trestle, c. Vehicles that travel on crawler treads; Page 18 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY d. Vehicles, whether self-propelled or not, b. An act or omission committed in providing or maintained primarily to provide mobility to failing to provide first aid or "Good Samaritan permanently mounted: services" to a person, unless you are in the (1) Power cranes, shovels, loaders, diggers or business or occupation of providing drills; or professional health care services. (2) Road construction or resurfacing 18. "Personal and advertising injury" means "personal equipment such as graders, scrapers or injury" or"advertising injury". rollers; 19. "Personal injury": e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are a. Means injury, other than "advertising injury", maintained primarily to provide mobility to caused by one or more of the following permanently attached equipment of the offenses: following types: (1) False arrest,detention or imprisonment; (1) Air compressors, pumps and generators, (2) Malicious prosecution; including spraying, welding, building cleaning, geophysical exploration, lighting (3) The wrongful eviction from, wrongful entry and well servicing equipment;or into, or invasion of the right of private (2) Cherry pickers and similar devices used to occupancy of a room, dwelling or premises raise or lower workers; that a person occupies, provided that the f. Vehicles not described in Paragraph a., b., c. wrongful eviction,wrongful entry or invasion or d. above maintained primarily for purposes of the right of private occupancy is other than the transportation of persons or committed by or on behalf of the owner, cargo. landlord or lessor of that room, dwelling or premises; However, self-propelled vehicles with the following types of permanently attached (4) Oral or written publication, including equipment are not "mobile equipment" but will publication by electronic means, of material be considered"autos": that slanders or libels a person or (1) Equipment designed primarily for: organization or disparages a person's or organization's goods, products or services, (a) Snow removal; provided that the claim is made or the"suit" (b) Road maintenance, but not is brought by a person or organization that construction or resurfacing; or claims to have been slandered or libeled, or (c) Street cleaning; that claims to have had its goods, products (2) Cherry pickers and similar devices or services disparaged; or mounted on automobile or truck chassis (5) Oral or written publication, including and used to raise or lower workers; and publication by electronic means, of material (3) Air compressors, pumps and generators, that: including spraying, welding, building (a) Appropriates a person's name, voice, cleaning, geophysical exploration, lighting photograph or likeness; or and well servicing equipment. However, "mobile equipment" does not include any (b) Unreasonably places a person in a land vehicle that is subject to a compulsory or false light. financial responsibility law, or other motor vehicle b. Includes "bodily injury" caused by one or more insurance law, where it is licensed or principally of the offenses described in Paragraph a. garaged. Such land vehicles are considered above. "autos". 20. "Pollutants" mean any solid, liquid, gaseous or 17. "Occurrence"means: thermal irritant or contaminant, including smoke, a. An accident, including continuous or repeated vapor, soot, fumes, acids, alkalis, chemicals and exposure to substantially the same general waste. Waste includes materials to be recycled, harmful conditions; or reconditioned or reclaimed. CG T1 00 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY 21. "Premises damage" means: contract calls for work at more than a. With respect to the first paragraph of the one job site. exceptions in Exclusion j. of Section I — (c) When that part of the work done at a Coverage A — Bodily Injury And Property job site has been put to its intended Damage Liability, "property damage" to any use by any person or organization other premises while rented to you for a period of than another contractor or seven or fewer consecutive days, including the subcontractor working on the same contents of such premises; or project. b. With respect to the exception to Exclusions c. Work that may need service, maintenance, through n. in the last paragraph of Paragraph 2. correction, repair or replacement, but which of Section I — Coverage A — Bodily Injury And is otherwise complete, will be treated as Property Damage Liability, "property damage"to completed. any premises while rented to you for a period of more than seven consecutive days, or while b. Does not include "bodily injury" or "property temporarily occupied by you with permission of damage arising out of: the owner, caused by: (1) The transportation of property, unless the (1) Fire; injury or damage arises out of a condition in or on a vehicle not owned or operated by (2) Explosion; you, and that condition was created by the (3) Lightning; "loading or unloading" of that vehicle by any (4) Smoke resulting from fire, explosion or insured; lightning; or (2) The existence of tools, uninstalled (5) Water. equipment or abandoned or unused But "premises damage" under this Paragraph materials; or b. does not include "property damage" to any (3) Products or operations for which the premises caused by: classification, listed in the Declarations or in a policy Schedule, states that products- (1) Rupture, bursting, or operation of pressure completed operations are subject to the relief devices; General Aggregate Limit. (2) Rupture or bursting due to expansion or 23. "Property damage" means: swelling of the contents of any building or structure caused by or resulting from water; a. Physical injury to tangible property, including all or resulting loss of use of that property. All such loss of use will be deemed to occur at the time of (3) Explosion of steam boilers, steam pipes, the physical injury that caused it;or steam engines or steam turbines. b. Loss of use of tangible property that is not 22. "Products-completed operations hazard": physically injured. All such loss of use will be a. Includes all "bodily injury" and "property deemed to occur at the time of the "occurrence" damage" occurring away from premises you that caused it. own or rent and arising out of"your product" or For the purposes of this insurance, "electronic data" "your work"except: is not tangible property. (1) Products that are still in your physical 24. "Slogan": possession;or a. Means a phrase that others use for the purpose (2) Work that has not yet been completed or of attracting attention in their advertising. abandoned. However, "your work" will be b. Does not include a phrase used as, or in, the deemed completed at the earliest of the name of: following times: (1) Any person or organization, other than you; (a) When all of the work called for in your or contract has been completed. (2) Any business, or any of the premises, (b) When all of the work to be done at the goods, products, services or work, of any job site has been completed if your person or organization, other than you. Page 20 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY 25. "Suit" means a civil proceeding in which damages (a) You; because of "bodily injury", "property damage" or (b) Others trading under your name; or "personal and advertising injury" to which this insurance applies are alleged."Suit" includes: (c) A person or organization whose business or assets you have acquired; a. An arbitration proceeding in which such and damages are claimed and to which the insured (2) Containers (other than vehicles), materials, must submit or does submit with our consent; parts or equipment furnished in connection or with such goods or products. b. Any other alternative dispute resolution b. Includes: proceeding in which such damages are claimed and to which the insured submits with our (1) Warranties or representations made at any consent. time with respect to the fitness, quality, durability, performance or use of "your 26. "Temporary worker' means a person who is product"; and furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- (2) The providing of or failure to provide term workload conditions. warnings or instructions. 27. "Title"means a name of a literary or artistic work. c. Does not include vending machines or other property rented to or located for the use of 28. "Unsolicited communication" means any others but not sold. communication, in any form, that the recipient of such communication did not specifically request to 31. "Your work": receive. a. Means: 29. "Volunteer worker' means a person who is not your (1) Work or operations performed by you or on "employee", and who donates his or her work and your behalf; and acts at the direction of and within the scope of (2) Materials, parts or equipment furnished in duties determined by you, and is not paid a fee, connection with such work or operations. salary or other compensation by you or anyone else for their work performed for you. b. Includes: 30. "Your product": (1) Warranties or representations made at any time with respect to the fitness, quality, a. Means: durability , performance or use of "your (1) Any goods or products, other than real work"; and property, manufactured, sold, handled, (2) The providing of or failure to provide distributed or disposed of by: warnings or instructions. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 21 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. This page has been left blank intentionally. UMBRELLA EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE THIS POLICY, IN PART, PROVIDES FOLLOW-FORM LIABILITY COVERAGE. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. COVERAGE WILL APPLY ON A DEFENSE-WITHIN-LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy,the words "you"and "your"refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II — WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI — DEFINITIONS. SECTION I—COVERAGES provisions to the contrary contained in this A. COVERAGE A — EXCESS FOLLOW-FORM insurance. LIABILITY 3. The amount we will pay for damages is limited as described in SECTION III — LIMITS OF 1. We will pay on behalf of the insured those INSURANCE. sums, in excess of the "applicable underlying 4. For the purposes of Paragraph 1.above: limit", that the insured becomes legally obligated to pay as damages to which a. The applicable limit of insurance stated Coverage A of this insurance applies, for the policies of "underlying insurance" provided that the"underlying insurance"would in the Schedule Of Underlying Insurance apply to such damages but for the exhaustion will be considered to be reduced or of its applicable limits of insurance. If a exhausted only by the following sublimit is specified in any "underlying payments: insurance", Coverage A of this insurance (1) Payments of judgments or applies to damages that are in excess of that settlements for damages that are sublimit only if such sublimit is shown for that covered by that "underlying "underlying insurance" in the Schedule Of insurance". However, if such Underlying Insurance. "underlying insurance" has a policy 2. Coverage A of this insurance is subject to the period which differs from the policy period of this Excess Follow-Form same terms, conditions, agreements, And Umbrella Liability Insurance, any exclusions and definitions as the "underlying such payments for damages that insurance", except with respect to any would not be covered by this Excess EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 22 UMBRELLA Follow-Form And Umbrella Liability 5. When the "underlying insurance" applies on a Insurance because of its different claims-made basis and includes a retroactive policy period will not reduce or date provision, the retroactive date for exhaust the applicable limit of Coverage A of this insurance is the same as insurance stated for such "underlying the retroactive date of that "underlying insurance"; insurance". (2) Payments of "medical expenses" that B. COVERAGE B—UMBRELLA LIABILITY are covered by that "underlying 1. We will pay on behalf of the insured those insurance" and are incurred for sums in excess of the "self-insured retention" "bodily injury" caused by an accident that the insured becomes legally obligated to that takes place during the policy pay as damages because of "bodily injury", period of this Excess Follow-Form "property damage", "personal injury" or And Umbrella Liability Insurance; or "advertising injury" to which Coverage B of (3) Payments of defense expenses that this insurance applies. are covered by that "underlying 2. Coverage B of this insurance applies to insurance", only if such "underlying "bodily injury"or"property damage"only if: insurance" includes such payments within the limits of insurance. a. The"bodily injury"or"property damage" is However, if such "underlying caused by an "occurrence" that takes insurance" has a policy period which place anywhere in the world; differs from the policy period of this b. The "bodily injury" or "property damage" Excess Follow-Form And Umbrella occurs during the policy period; and Liability Insurance, any such c. Prior to the policy period, no insured listed payments for defense expenses that under Paragraph 1. in Paragraph B., would not be covered by this Excess COVERAGE B — UMBRELLA Follow-Form And Umbrella Liability LIABILITY, of SECTION II —WHO IS AN Insurance because of its different policy period will not reduce or INSURED and no "employee" authorized exhaust the applicable limit of by you to give or receive notice of an insurance stated for such "underlying "occurrence" or claim, knew that the insurance". "bodily injury" or "property damage" had occurred, in whole or in part. If such a If the applicable limit of insurance stated listed insured or authorized "employee" for the policies of "underlying insurance" knew, prior to the policy period, that the in the Schedule Of Underlying Insurance "bodily injury" or "property damage" is actually reduced or exhausted by other occurred, in whole or in part, then any payments, Coverage A of this insurance continuation, change or resumption of is not invalidated. However, in the event such "bodily injury" or "property damage" of a loss, we will pay only to the extent during or after the policy period will be that we would have paid had such limit deemed to have been known prior to the not been actually reduced or exhausted policy period. by such other payments. 3. Coverage B of this insurance applies to b. If any "underlying insurance" has a limit of "personal injury" or "advertising injury" insurance greater than the amount shown caused by an offense arising out of your for that insurance in the Schedule of business, but only if the offense was Underlying Insurance, this insurance will committed during the policy period apply in excess of that greater amount. If anywhere in the world. any 11 to any reduction or "underlying insurance11 has a limit of 4. The amount we will pay for damages is limited insurance, prior as described in SECTION III — LIMITS OF exhaustion by payment of damages, INSURANCE. "medical expenses" or defense expenses described in Paragraph a. above, that is 5. "Bodily injury"or"property damage": less than the amount shown for that a. Which occurs during the policy period;and insurance in the Schedule Of Underlying b. Which was not prior to, but was during, the Insurance, this insurance will apply in policy period known to have occurred by excess of the amount shown for such insurance in the Schedule Of Underlying any insured listed under Paragraph 1. in Insurance. Paragraph B., COVERAGE B — Page 2 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA UMBRELLA LIABILITY of SECTION II — a. First commence at the time when any WHO IS AN INSURED, or any"employee" "executive officer" first becomes aware of authorized by you to give notice of an an "event" or "occurrence" that leads to "occurrence"or claim; that"crisis management event"; and includes any continuation, change or b. End when we decide that the crisis no resumption of the "bodily injury" or "property longer exists or when the Crisis damage"after the end of the policy period. Management Service Expenses Limit has 6. "Bodily injury" or "property damage" will be been exhausted,whichever occurs first. deemed to have been known to have 4. The amount we will pay for "crisis occurred at the earliest time when any insured management service expenses" is limited as listed under Paragraph 1. in Paragraph B., described in SECTION III — LIMITS OF COVERAGE B — UMBRELLA LIABILITY, of INSURANCE. SECTION II —WHO IS AN INSURED or any 5. A "self-insured retention" does not apply to "employee" authorized by you to give or "crisis management service expenses". receive notice of an "occurrence"or claim: a. Reports all, or any part, of the "bodily 6. Any payment of "crisis management service injury" or "property damage" to us or any expenses" that we make will not be determinative of our obligations under this other insurer; insurance with respect to any claim or"suit"or b. Receives a written or verbal demand or create any duty to defend or indemnify any claim for damages because of the "bodily insured for any claim or"suit". injury"or"property damage"; or D. DEFENSE AND SUPPLEMENTARY PAYMENTS c. Becomes aware by any other means that 1. We will have the right and duty to defend the the "bodily injury" or "property damage" insured: has occurred or has begun to occur. 7. Damages because of "bodily injury" include a. Under Coverage A, against a "suit" seeking damages to which such coverage damages claimed by any person or organization for care, loss of services or death applies, if: resulting at any time from the"bodily injury". (1) The "applicable underlying limit" is the 8. Coverage B of this insurance does not apply applicable limit of insurance stated for to damages cdvered by any "underlying a policy of "underlying insurance" in the Schedule Of Underlying insurance" or that would have been covered Insurance and such limit has been by any "underlying insurance" but for the exhaustion of its applicable limit of insurance. exhausted solely due to payments as permitted in Paragraphs 4.a.(1), (2) C. COVERAGE C — CRISIS MANAGEMENT and (3) of COVERAGE A— EXCESS SERVICE EXPENSES FOLLOW-FORM LIABILITY of 1. We will reimburse the insured, or pay on the SECTION I—COVERAGES; or insured's behalf, "crisis management service (2) The "applicable underlying limit" is the expenses"to which Coverage C applies. applicable limit of any "other 2. Coverage C of this insurance applies to "crisis insurance" and such limit has been management service expenses"that: exhausted by payments of judgments, settlements or medical expenses, or a. Arise out of a "crisis management event" related costs or expenses (if such that first commences during the policy costs or expenses reduce such period; limits). b. Are incurred by the insured, after a "crisis For any "suit" for which we have the right management event" first commences and and duty to defend the insured under before such event ends; and Coverage A, defense expenses will be c. Are submitted to us within 180 days after within the limits of insurance of this policy the "crisis management advisor" advises when such expenses are within the limits you that the "crisis management event" of insurance of the applicable "underlying no longer exists. insurance"; or 3. A "crisis management event" will be deemed b. Under Coverage B, against a "suit" to: seeking damages to which such coverage applies. EU 00 01 0716 ©2016 The Travelers Indemnity Company.All rights reserved. Page 3 of 22 UMBRELLA 2. We have no duty to defend any insured applicable limit of insurance. If we do not against any"suit": pay part of the judgment for any reason a. Seeking damages to which this insurance other than it is more than the applicable does not apply; or limit of insurance, we will not pay any pp y interest that accrues on that portion of the b. If any other insurer has a duty to defend. judgment. 3. When we have the duty to defend,we may, at With respect to a claim we investigate or our discretion, investigate and settle any claim settle, or "suit" against an insured we defend or "suit". In all other cases, we may, at our under COVERAGE A — EXCESS FOLLOW- discretion, participate in the investigation, FORM LIABILITY, these payments will not defense and settlement of any claim or"suit" reduce the applicable limits of insurance, but for damages to which this insurance may only if the applicable "underlying insurance" apply. If we exercise such right to participate, provides for such payments in addition to its all expenses we incur in doing so will not limits of insurance. With respect to a claim we reduce the applicable limits of insurance. investigate or settle, or "suit" against an 4. Our duty to defend ends when we have used insured we defend under COVERAGE B — up the applicable limit of insurance in the UMBRELLA LIABILITY, these payments will payment of judgments or settlements, or not reduce the applicable limits of insurance. defense expenses if such expenses are within SECTION II—WHO IS AN INSURED the limits of insurance of this policy. A. COVERAGE A — EXCESS FOLLOW-FORM 5. We will pay, with respect to a claim we LIABILITY investigate or settle, or "suit" against an insured we defend: With respect to Coverage A, the following persons a. All expenses we incur. and organizations qualify as insureds: b. The cost of: 1. The Named Insured shown in the Declarations; and (1) Bail bonds required because of 2. Any other person or organization qualifying as accidents or traffic law violations an insured in the "underlying insurance". If arising out of the use of any vehicle to you have agreed to provide insurance for that which this insurance applies; or person or organization in a written contract or (2) Appeal bonds and bonds to release agreement: attachments; a. The limits of insurance afforded to such but only for bond amounts within the person or organization will be: applicable limit of insurance. We do not have to furnish these bonds. (1) The amount by which the minimum limits of insurance you agreed to c. All reasonable expenses incurred by the provide such person or organization insured at our request to assist us in the in that written contract or agreement investigation or defense of such claim or exceed the total limits of insurance of "suit", including actual loss of earnings up all applicable "underlying insurance"; to $1,000 a day because of time off from or work. d. All court costs taxed against the insured (2) The limits of insurance of this policy; in the"suit". However, these payments do whichever is less; and not include attorneys' fees or attorneys' b. Coverage under this policy does not apply expenses taxed against the insured. to such person or organization if the e. Prejudgment interest awarded against the minimum limits of insurance you agreed insured on that part of the judgment we to provide such person or organization in pay. If we make an offer to pay the that written contract or agreement are applicable limit of insurance, we will not wholly within the total limits of insurance pay any prejudgment interest based on of all available applicable "underlying that period of time after the offer. insurance". f. All interest that accrues on the full amount B. COVERAGE B—UMBRELLA LIABILITY of any judgment after entry of the With respect to Coverage B: judgment and before we have paid, 1. The Named Insured shown in the offered to pay or deposited in court the part of the judgment that is within the Declarations is an insured. 2. If you are: Page 4 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA a. An individual, your spouse is also an as a consequence of Paragraph insured, but only with respect to the (1)(a) above; conduct of a business of which you are (c) For which there is any obligation the sole owner. to share damages with or repay b. A partnership or joint venture, your someone else who must pay members, your partners and their damages because of the injury spouses are also insureds, but only with described in Paragraph (1)(a) or respect to the conduct of your business. (b) above; or c. A limited liability company, your members (d) Arising out of his or her providing are also insureds, but only with respect to or failing to provide professional the conduct of your business. Your health care services. managers are also insureds, but only with Unless you are in the business or respect to their duties as your managers. occupation of providing professional health care services, Paragraphs d. An organization other than a partnership, (1)(a), (b), (c) and (d) above do not joint venture or limited liability company, apply to "bodily injury" arising out of your "officers" and directors are also providing or failing to provide first aid insureds, but only with respect to their or "Good Samaritan services" by any duties as your "officers" or directors. Your of your "employees" or "volunteer stockholders are also insureds, but only workers" other than an employed or with respect to their liability as volunteer doctor. Any such stockholders. "employees" or "volunteer workers" e. A trust, your trustees are also insureds, providing or failing to provide first aid but only with respect to their duties as or "Good Samaritan services" during trustees. their work hours for you will be deemed to be acting within the scope 3. Each of the following is also an insured: of their employment by you or performing duties related to the a. Your "volunteer workers" only while conduct of your business. performing duties related to the conduct of your business, or your "employees", (2) "Property damage"to property: other than either your "officers" (if you are (a) Owned, occupied or used by;or an organization other than a partnership, (b) Rented to, in the care, custody or joint venture or limited liability company) control of, or over which physical or your managers (if you are a limited control is being exercised for any liability company), but only for acts within purpose by; the scope of their employment by you or while performing duties related to the you, any of your "employees" or conduct of your business. However, none "volunteer workers", any of your of these "employees" or "volunteer partners or members (if you are a workers"are insureds for: partnership or joint venture), or any of your members (if you are a limited (1) "Bodily injury"or"personal injury": liability company). (a) To you, to your partners or b. Any person (other than your "employee" members (if you are a partnership or "volunteer worker"), or any or joint venture), to your members organization, while acting as your real (if you are a limited liability estate manager. company), to a co-"employee" c. Any person or organization having proper while in the course of his or her temporary custody of your property if you employment or performing duties die, but only: related to the conduct of your (1) With respect to liability arising out of business, or to your other the maintenance or use of that "volunteer workers" while property; and performing duties related to the conduct of your business; (2) Until your legal representative has been appointed. (b) To the spouse, child, parent, d. Your legal representative if you die, but brother or sister of that co„ only with respect to duties as such. That "employee" or "volunteer worker EU 00 01 0716 ©2016 The Travelers Indemnity Company.All rights reserved. Page 5 of 22 UMBRELLA representative will have all your rights and 2. Any organization, other than a partnership, duties under this insurance. joint venture or limited liability company, of 4. Any organization, other than a partnership, which you are the sole owner, or in which you joint venture or limited liability company, of maintain an ownership interest of more than 50%, on the which you are the sole owner, or in which you first day of the policy period. No maintain an ownership interest of more than such organization is an insured or will qualify 50%, on the first day of the policy period is an as a Named Insured for "crisis management insured and will qualify as a Named Insured. service expenses" arising out of a "crisis No such organization is an insured or will management event" that first commences qualify as a Named Insured for "bodily injury" after the date, if any, during the policy period, or "property damage" that occurred, or that you no longer maintain an ownership "personal injury"or"advertising injury" caused interest of more than 50% in such by an offense committed after the date, if any, organization. during the policy period, that you no longer 3. Any organization you newly acquire or form, maintain an ownership interest of more than other than a partnership, 50% in such organization. P p, joint venture or limited liability company, and of which you are 5. Any organization you newly acquire or form, the sole owner, or in which you maintain an other than a partnership, joint venture or ownership interest of more than 50%, if there limited liability company, and of which you are is no other similar insurance available to that the sole owner, or in which you maintain an organization. However: ownership interest of more than 50%, is an insured and will qualify as a Named Insured if a. Coverage under this provision is afforded there is no other similar insurance available to only until the 180th day after you acquire that organization. However: or form the organization or the end of the a. Coverage under this provision is afforded policy period,whichever is earlier; and only until the 180`h day after you acquire b. Coverage for such organization does not or form the organization or the end of the apply to "crisis management service policy period,whichever is earlier; and expenses" arising out of a "crisis management event" that occurred before b. Coverage for such organization does not you acquired or formed the organization, apply to: even if an "executive officer" only first (1) "Bodily injury" or "property damage" becomes aware of an "event" or that occurred; or "occurrence" that leads to such "crisis (2) "Personal injury" or "advertising management event" after the date you injury" arising out of an offense acquired or formed the organization. committed; No person or organization is an insured or will before you acquired or formed the qualify as a Named Insured with respect to the organization. conduct of any current or past partnership, joint venture or limited liability company that is not No person or organization is an insured or will shown as a Named Insured in the Declarations. qualify as a Named Insured with respect to the conduct of any current or past partnership, joint SECTION III—LIMITS OF INSURANCE venture or limited liability company that is not A. The Limits of Insurance shown in the Declarations shown as a Named Insured in the Declarations. and the rules below fix the most we will pay for the This paragraph does not apply to any such amounts described below to which this insurance partnership, joint venture or limited liability applies regardless of the number of: company that otherwise qualifies as an insured under Paragraph B. of SECTION II—WHO IS AN 1. Insureds; INSURED. 2. Claims made or"suits" brought; C. COVERAGE C — CRISIS MANAGEMENT 3. Number of vehicles involved; SERVICE EXPENSES 4. Persons or organizations making claims or With respect to Coverage C, the following persons bringing "suits"; or and organizations are insureds and will qualify as 5. Coverages provided under this insurance. Named Insureds: As indicated in Paragraph D.1. of SECTION I — 1. The Named Insured shown in the COVERAGES, for any "suit" for which we have Declarations. the right and duty to defend the insured under Coverage A, defense expenses will be within the Page 6 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA limits of insurance of this policy when such F. The limits of insurance of this policy apply expenses are within the limits of insurance of the separately to each consecutive annual period and applicable"underlying insurance". to any remaining period of less than 12 months, B. The General Aggregate Limit is the most we will starting with the beginning of the policy period pay for the sum of all: shown in the Declarations. If the policy period is extended after issuance for an additional period of 1. Damages;and less than 12 months, the additional period will be 2. Defense expenses if such expenses are deemed part of the last preceding period for within the limits of insurance of this policy; purposes of determining the limits of insurance. except: SECTION IV—EXCLUSIONS 1. Damages and defense expenses because of This insurance does not apply to: "bodily injury" or "property damage" included A. With respect to Coverage A and Coverage B: in the"auto hazard"; 1. Asbestos 2. Damages and defense expenses because of "bodily injury" or "property damage" included a. Damages arising out of the actual or in the "products-completed operations alleged presence or actual, alleged or hazard"; or threatened dispersal of asbestos, asbestos fibers or products containing 3. Damages and defense expenses for which insurance is provided under any Aircraft asbestos, provided that the damages are Liability coverage included as "underlying caused or contributed to by the hazardous insurance" to which no aggregate limit properties of asbestos. applies. b. Damages arising out of the actual or C. The Products-Completed Operations Aggregate alleged presence or actual, alleged or Limit is the most we will pay for the sum of all: threatened dispersal of any solid, liquid, gaseous or thermal irritant or 1. Damages; and contaminant, including smoke, vapors, 2. Defense expenses if such expenses are soot, fumes, acids, alkalis, chemicals and within the limits of insurance of this policy; waste, and that are part of any claim or because of "bodily injury" or "property damage" "suit" which also alleges any damages included in the "products-completed operations described in Paragraph a.above. hazard". c. Any loss, cost or expense arising out of D. Subject to Paragraph B. or C. above, whichever any: applies, the Occurrence Limit is the most we will (1) Request, demand, order or statutory pay for the sum of all: or regulatory requirement that any 1. Damages, and defense expenses if such insured or others test for, monitor, expenses are within the limits of insurance of clean up, remove, contain, treat, this policy, under Coverage A arising out of detoxify or neutralize, or in any way any one "event" to which the "underlying respond to, or assess the effects of, insurance" applies a limit of insurance that is asbestos, asbestos fibers or products separate from any aggregate limit of containing asbestos; or insurance; and (2) Claim or "suit" by or on behalf of any 2. Damages under Coverage B because of all governmental authority or any other "bodily injury", "property damage", "personal person or organization because of injury"or"advertising injury"arising out of any testing for, monitoring, cleaning up, one"occurrence". removing, containing, treating, For the purposes of determining the applicable detoxifying or neutralizing, or in any Occurrence Limit, all related acts or omissions way responding to, or assessing committed in the providing or failing to provide the effects of, asbestos, asbestos first aid or"Good Samaritan services"to any one fibers or products containing asbestos. person will be considered one"occurrence". 2. Employment-Related Practices E. The Crisis Management Service Expenses Limit Damages because of injury to: is the most we will pay for the sum of all "crisis management service expenses" arising out of all a. A person arising out of any: "crisis management events". Payment of such (1) Refusal to employ that person; "crisis management service expenses" is in addition to, and will not reduce, any other limit of (2) Termination of that person's insurance of this policy. employment; or EU 00 01 0716 ©2016 The Travelers Indemnity Company.All rights reserved. Page 7 of 22 UMBRELLA (3) Employment-related practice, policy, the meanings given them in the Atomic act or omission, such as coercion, Energy Act of 1954 or any of its demotion, evaluation, reassignment, amendments. discipline, failure to promote or 6. Uninsured or Underinsured Motorists, No- advance, harassment, humiliation, Fault And Similar Laws discrimination, libel, slander, violation of the person's right of privacy, Any liability imposed on the insured, or the malicious prosecution or false arrest, insured's insurer, under any of the following detention or imprisonment,applied to laws: or directed at that person, regardless a. Uninsured motorists; of whether such practice, policy, act or omission occurs, is applied or is b. Underinsured motorists; committed before, during or after the c. Auto no-fault or other first-party personal time of that person's employment; or injury protection (PIP); b. The spouse, child, parent, brother or d. Supplementary uninsured/underinsured sister of that person as a consequence of motorists (New York); or injury to that person as described in Paragraphs a.(1), (2)or(3)above. e. Medical expense benefits and income loss benefits(Virginia). This exclusion applies: 7. War a. Whether the insured may be liable as an employer or in any other capacity; and Damages arising out of: b. To any obligation to share damages with a. War, including undeclared or civil war; or or repay someone else who must pay b. Warlike action by a military force, damages because of the injury. including action in hindering or defending 3. ERISA, COBRA And Similar Laws against an actual or expected attack, by any government, sovereign or other Any obligation of the insured under: authority using military personnel or other a. The Employees Retirement Income agents; or Security Act Of 1974 (ERISA) or any of c. Insurrection, rebellion, revolution, usurped its amendments; power or action taken by governmental b. The Consolidated Omnibus Budget authority in hindering or defending against Reconciliation Act of 1985 (COBRA) or any of these. any of its amendments; or 8. Workers Compensation And Similar Laws c. Any similar common or statutory law of Any obligation of the, insured under a workers any jurisdiction. compensation, disability benefits or 4. Medical Expenses Or Payments unemployment compensation law or any Any obligation of the insured under any similar law. "medical expenses" or medical payments B. With respect to Coverage B: coverage. 1. Expected Or Intended Bodily Injury Or 5. Nuclear Material Property Damage Damages arising out of: "Bodily injury" or "property damage" expected a. The actual, alleged or threatened or intended from the standpoint of the insured. exposure of any person or property to; or This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of b. The"hazardous properties"of; reasonable force to protect persons or any"nuclear material". property. As used in this exclusion: 2. Contractual Liability a. "Hazardous properties" includes "Bodily injury", "property damage", "personal radioactive, toxic or explosive properties; injury" or "advertising injury" for which the insured is obligated to pay damages by b. "Nuclear material" means "source reason of the assumption of liability in a material", "special nuclear material" or contract or agreement. This exclusion does "by-product material"; and not apply to liability for damages that the c. "Source material", "special nuclear insured would have in the absence of the material" and "by-product material" have contract or agreement. Page 8 of 22 • ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA 3. Liquor Liability removing, containing, treating, "Bodily injury" or"property damage" for which detoxifying or neutralizing, or in any any insured may be liable by reason of: way responding to, or assessing the effects of, "pollutants". a. Causing or contributing to the intoxication of any person, including causing or 6. Aircraft contributing to the intoxication of any "Bodily injury" or "property damage" arising person because alcoholic beverages were out of the ownership, maintenance, use or permitted to be brought on your premises entrustment to others of any aircraft owned or for consumption on your premises; operated by or rented or loaned to any b. The furnishing of alcoholic beverages to a insured. Use includes operation and "loading person under the legal drinking age or or unloading". under the influence of alcohol; or This exclusion applies even if the claims c. Any statute, ordinance or regulation against any insured allege negligence or other relating to the sale, gift, distribution or use wrongdoing in the supervision, hiring, of alcoholic beverages. employment, training or monitoring of others by that insured, if the "occurrence" which 4. Employers Liability caused the "bodily injury" or "property "Bodily injury"to: damage" involved the ownership, a. An "employee" of the insured arising out maintenance, use or entrustment to others of of and in the course of: any aircraft that is owned or operated by or rented or loaned to any insured. (1) Employment by the insured; or 7. Auto (2) Performing duties related to the conduct of the insured's business; or "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or b. The spouse, child, parent, brother or entrustment to others of any "auto". Use sister of that "employee" as a includes operation and "loading or unloading". consequence of "bodily injury" described in Paragraph a.above. This exclusion applies even if the claims against any insured allege negligence or other This exclusion applies: wrongdoing in the supervision, hiring, a. Whether the insured may be liable as an • employment, training or monitoring of others employer or in any other capacity; and by that insured, if the "occurrence" which b. To any obligation to share damages with caused the "bodily injury" or "property or repay someone else who must pay damage" involved the ownership, damages because of the "bodily injury". maintenance, use or entrustment to others of any"auto". 5. Pollution This exclusion does not apply to "bodily injury" a. "Bodily injury", "property damage", or "property damage" caused by an "personal injury" or "advertising injury" "occurrence" that takes place outside of the arising out of the actual, alleged or United States of America (including its threatened discharge,dispersal,seepage, territories and possessions), Puerto Rico and migration, release or escape of Canada. "pollutants". 8. Watercraft b. Any loss, cost or expense arising out of any: "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or (1) Request, demand, order or statutory entrustment to others of any watercraft owned or regulatory requirement that any or operated by or rented or loaned to any insured or any other person or insured. Use includes operation and "loading organization test for, monitor, clean or unloading". up, remove, contain, treat, detoxify or neutralize, or in any way respond to, This exclusion applies even if the claims or assess the effects of, "pollutants"; against any insured allege negligence or other or wrongdoing in the supervision, hiring, employment, training or monitoring of others (2) Claim or"suit" by or on behalf of any by that insured, If the "occurrence" which governmental authority or any other caused the "bodily injury" or "property person or organization because of damage" involved the ownership, testing for, monitoring, cleaning up, EU 00 01 0716 ©2016 The Travelers Indemnity Company.All rights reserved. Page 9 of 22 UMBRELLA maintenance, use or entrustment to others of 11. Damage To Impaired Property Or Property any watercraft that is owned or operated by Not Physically Injured or rented or loaned to any insured. "Property damage" to "impaired property", or This exclusion does not apply to a watercraft: property that has not been physically injured, a. While ashore on premises owned by or arising out of: rented to any insured; or a. A defect, deficiency, inadequacy or b. That is 50-feet long or less and that: dangerous condition in "your product" or "your work"; or (1) You own; or b. A delay or failure by you, or anyone acting (2) You do not own and is not being used on your behalf, to fulfill the terms of a to carry any person or property for a contract or agreement. charge. This exclusion does not apply to the loss of 9. Electronic Data use of other property arising out of sudden es claimed for the loss of, loss of use and accidental physical injury to "your Damages product" or "your work" after it has been put to of, damage to, corruption of, inability to its intended use. access, or inability to manipulate "electronic data". 12. Recall Of Products, Work Or Impaired 10. Damage To Property, Products Or Work Property Damages claimed for any loss, cost or "Property damage"to: expense incurred by you or others for the loss a. Property you own, rent or occupy, of use, withdrawal, recall, inspection, repair, including any costs or expenses incurred replacement, adjustment, removal or disposal by you, or any other person or of: organization, for repair, replacement, a. "Your product"; enhancement, restoration or maintenance b. "Your work"; or of such property for any reason, including prevention of injury to a person or c. "Impaired property"; damage to another's property; if such product, work or property is withdrawn b. Premises you sell, give away or abandon or recalled from the market or from use by if the"property damage" arises out of any any person or organization because of a part of those premises; known or suspected defect, deficiency, inadequacy or dangerous condition in it. c. Property loaned to you; 13. Violation Of Consumer Financial d. Personal property in the care, custody or Protection Laws control of the insured; "Bodily injury", "property damage", "personal e. That particular part of real property on injury" or "advertising injury" arising out of any which you or any contractors or actual or alleged violation of a "consumer subcontractors working directly or financial protection law", or any other "bodily indirectly on your behalf are performing injury", "property damage", "personal injury" or operations if the "property damage" "advertising injury" alleged in any claim or arises out of those operations; "suit"that also alleges any such violation. f. That particular part of any property that 14. Unsolicited Communication must be restored, repaired or replaced "Bodily injury", "property damage", "personal because "your work" was incorrectly injury" or "advertising injury" arising out of any performed on it; actual or alleged violation of any law that g. "Your product" arising out of "your restricts or prohibits the sending, transmitting product"or any part of it; or or distributing of"unsolicited communication". h. "Your work" arising out of"your work" or 15. Access Or Disclosure Of Confidential Or any part of it and included in the Personal Information "products-completed operations hazard". "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. Page 10 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA 16. Knowing Violation Of Rights Of Another c. Trade dress; "Personal injury" or "advertising injury" caused d. Trade name; by or at the direction of the insured with the e. Trademark; knowledge that the act would violate the rights of another and would inflict "personal injury" f. Trade secret; or or"advertising injury". g. Other intellectual property rights or laws. 17. Material Published With Knowledge Of This exclusion does not apply to: Falsity a. "Advertising injury" arising out of any "Personal injury" or "advertising injury" arising actual or alleged infringement or violation out of oral or written publication, including of another's copyright, "title" or "slogan" in publication by electronic means, of material, if your"advertisement"; or done by or at the direction of the insured with knowledge of its falsity. b. Any other "personal injury" or "advertising injury" alleged in any claim or "suit" that 18. Material Published Or Used Prior To Policy also alleges any such infringement or Period violation of another's copyright, "title" or a. "Personal injury" or "advertising injury" "slogan" in your"advertisement". arising out of oral or written publication, 24. Insureds In Media And Internet Type including publication by electronic means, Business of material whose first publication took place before the beginning of the policy "Personal injury" or "advertising injury" arising period; or out of an offense committed by an insured whose business is: b. "Advertising injury" arising out of infringement of copyright, "title" or a. Advertising, "broadcasting"or publishing; "slogan" in your "advertisement" whose b. Designing or determining content of web- first infringement in your "advertisement" sites for others; or was committed before the beginning of the policy period. c. An Internet search, access, content or service provider. 19. Criminal Acts This exclusion does not apply to Paragraphs "Personal injury" or "advertising injury" arising a.(1), (2) and (3) of the definition of "personal out of a criminal act committed by or at the injury". direction of the insured. For the purposes of this exclusion: 20. Breach Of Contract a. Creating and producing correspondence "Personal injury" or "advertising injury" arising written in the conduct of your business, out of a breach of contract. bulletins, financial or annual reports, or 21. Quality Or Performance Of Goods — Failure newsletters about your goods, products or To Conform To Statements services will not be considered the "Advertising injury" arising out of the failure of business of publishing; and goods, products or services to conform with b. The placing of frames, borders or links, or any statement of quality or performance made advertising, for you or others anywhere on in your"advertisement". the Internet will not, by itself, be considered the business of advertising, 22. Wrong Description Of Prices "broadcasting"or publishing. "Advertising injury" arising out of the wrong 25. Electronic Chatrooms Or Bulletin Boards description of the price of goods, products or services stated in your"advertisement". "Personal injury" or "advertising injury" arising 23. Intellectual Property out of an electronic chatroom or bulletin board the insured hosts, owns or over which the "Personal injury" or "advertising injury" arising insured exercises control. out of any actual or alleged infringement or 26. Unauthorized Use Of Another's Name Or violation of any of the following rights or laws, or any other "personal injury" or "advertising Product injury" alleged in any claim or "suit" that also "Personal injury" or "advertising injury" arising alleges any such infringement or violation: out of the unauthorized use of another's name or product in your e-mail address, domain a. Copyright; name or metatag, or any other similar tactics b. Patent; to mislead another's potential customers. EU 00 01 0716 ©2016 The Travelers Indemnity Company.All rights reserved. Page 11 of 22 UMBRELLA C. With respect to Coverage C: 4. Notice of cancellation will state the effective Newly Acquired, Controlled Or Formed date of cancellation. The policy period will end on that date. Entities 5. If this insurance is cancelled, we will send "Crisis management service expenses"arising out such first Named Insured any premium refund of a "crisis management event" that involves any due. If we cancel, the refund will be pro rata. If organization you newly acquire or form and that such first Named Insured cancels, the refund occurred prior to the date you acquired or formed may be less than pro rata. The cancellation that organization, even if an "executive officer" will be effective even if we have not made or only first becomes aware of an "event" or offered a refund. "occurrence" that leads to such "crisis management event"after the date you acquired or 6. If notice is mailed, proof of mailing will be formed such organization. sufficient proof of notice. SECTION V—CONDITIONS D. CHANGES A. APPEALS This policy contains all the agreements between you and us concerning the insurance afforded. No 1. If the insured or the insured's "underlying change can be made in the terms of this insurer"elects not to appeal a judgment which insurance except with our consent. The terms of exceeds the "applicable underlying limit" or this insurance can be amended or waived only by "self-insured retention",we may do so. endorsement issued by us and made a part of this 2. If we appeal such a judgment, we will pay all policy. costs of the appeal. These payments will not E. CURRENCY reduce the applicable limits of insurance. In Payments for damages or expenses described in no event will our liability exceed the applicable Paragraph 5. of Paragraph D., DEFENSE AND limit of insurance. SUPPLEMENTARY PAYMENTS, of SECTION I B. BANKRUPTCY — COVERAGES will be in the currency of the United States of America. At our sole option, we 1. Bankruptcy or insolvency of the insured or of may make these payments in a different currency. the insured's estate will not relieve us of our Any necessary currency conversion for such obligations under this insurance. payments will be calculated based on the rate of 2. In the event of bankruptcy or insolvency of exchange published in the Wall Street Journal any "underlying insurer", this insurance will immediately preceeding the date the payment is not replace such bankrupt or insolvent processed. "underlying insurer's" policy, and this F. DUTIES REGARDING AN EVENT, insurance will apply as if such "underlying OCCURRENCE, CLAIM OR SUIT insurer" had not become bankrupt or insolvent. 1. You must see to it that we are notified as soon as practicable of an "event" or C. CANCELLATION "occurrence" which may result in a claim 1. The first Named Insured shown in the under this insurance. To the extent possible, Declarations may cancel this insurance by notice should include: mailing or delivering to us advance written a. How, when and where the "event" or notice of cancellation. "occurrence"took place; 2. We may cancel this insurance by mailing or b. The names and addresses of any delivering to such first Named Insured written persons or organizations sustaining injury, notice of cancellation at least: damage or loss, and the names and addresses of any witnesses; and a. 10 days before the effective date of cancellation if we cancel for nonpayment C. The nature and location of any injury or of premium; or damage arising out of the "event" or "occurrence". b. 60 days before the effective date of cancellation if we cancel for any other 2. If a claim is made or "suit" is brought against reason. any insured which may result in a claim under this insurance, you must see to it that we 3. We will mail or deliver our notice to such first receive written notice of the claim or"suit" as Named Insured's last mailing address known soon as practicable. to us. Page 12 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA 3. With respect to Coverage A, the insured G. DUTIES REGARDING A CRISIS MANAGEMENT must: EVENT a. Cooperate with us in the investigation, You must: settlement or defense of any claim or "suit"; 1. Notify us within 30 days of a "crisis management event" that may result in "crisis b. Comply with the terms of the "underlying management service expenses". insurance"; and 2. Provide written notice of the "crisis C. Pursue all rights of contribution or , indemnity against any person or management event' as soon as practicable. organization who may be liable to the To the extent possible, notice should include: insured because of the injury, damage or a. How, when and where that "crisis loss for which insurance is provided under management event"took place; this policy or any policy of "underlying b. The names and addresses of any insurance". persons or organizations sustaining injury, 4. With respect to Coverage B, the insured damage or loss, and the named and must: addresses of any witnesses; a. Immediately send us copies of any c. The nature and location of any injury or demands, notices, summonses or legal damage arising out of that "crisis papers received in connection with the management event"; and claim or"suit"; d. The reason that "crisis management b. Authorize us to obtain necessary records event" is likely to involve damages and other information; covered by this insurance in excess of the c. Cooperate with us in the investigation, "applicable underlying limit" or "self- settlement or defense of any claim or insured retention" and involve regional or "suit"; and national media coverage. d. Assist us, upon our request, in the H. EXAMINATION OF YOUR BOOKS AND enforcement of any right against any RECORDS person or organization which may be We may examine and audit your books and liable to the insured because of injury or records as they relate to this insurance: damage to which Coverage B may apply. 1. At any time during the policy period; 5. No insured will, except at that insured's own 2. Up to three years after the end of the policy expense, voluntarily make a payment, assume any obligation, make any admission period; and or incur any expense, other than for first aid 3. Within one year after final settlement of all for "bodily injury" covered by this insurance, claims under this insurance. without our consent. I. EXTENDED REPORTING PERIOD OPTION 6. Knowledge of an "event", "occurrence", claim or"suit" by your agent, servant or"employee" 1. When the "underlying insurance" applies on a will not constitute knowledge by you, unless claims-made basis, any automatic or basic your insurance or risk manager, or anyone "extended reporting period" in such working in the capacity as your insurance or "underlying insurance" will apply to this risk manager, or anyone you designate with insurance. the responsibility of reporting an "event", 2. When the "underlying insurance" applies on a "occurrence", claim or"suit": claims-made basis and you elect to purchase a. Has received notice of such "event", an optional or supplemental "extended "occurrence", claim or "suit" from such reporting period" in such "underlying agent, servant or"employee"; or insurance," that "extended reporting period" will apply to this insurance only if: b. Otherwise has knowledge of such"event", a. A written request to purchase an "occurrence", claim or"suit". Extended Reporting Period endorsement for this insurance is made by you and received by us within 90 days after the end of the policy period; EU 00 01 0716 ©2016 The Travelers Indemnity Company.All rights reserved. Page 13 of 22 UMBRELLA b. You have paid all premiums due for this b. To sue us on this insurance unless all of policy at the time you make such request; its terms have been fully complied with. c. You promptly pay the additional premium 2. A person or organization may sue us to we charge for the Extended Reporting recover on an agreed settlement or on a final Period endorsement for this insurance judgment against an insured. We will not be when due. We will determine that liable for damages that: additional premium after we have a. Are not payable under the terms of this received your request for the Extended Reporting Period endorsement for this insurance; or insurance. That additional premium is not b. Are in excess of the applicable limit of subject to any limitation stated in the insurance. "underlying insurance" on the amount or An agreed settlement means a settlement percentage of additional premium that and release of liability signed by us, the may be charged for the "extended insured and the claimant or the claimant's reporting period" in such "underlying legal representative. insurance"; and d. That Extended Reporting Period L. MAINTENANCE OF UNDERLYING INSURANCE endorsement is issued by us and made a 1. The insurance afforded by each policy of part of this policy. "underlying insurance" will be maintained for the full policy period of this Excess Follow- 3. Any Extended Reporting Period endorsement for this insurance will not reinstate or increase Form And Umbrella Liability Insurance. This provision does not apply to the reduction or the Limits of Insurance or extend the policy exhaustion of the aggregate limit or limits of period. such "underlying insurance" solely by 4. Except with respect to any provisions to the payments as permitted in Paragraphs 4.a.(1), contrary contained in Paragraphs 1., 2. or 3. (2) and (3) of COVERAGE A — EXCESS above, all provisions of any option to FOLLOW-FORM LIABILITY of SECTION I — purchase an "extended reporting period" COVERAGES. As such policies expire, you granted to you in the "underlying insurance" will renew them at limits and with coverage at apply to this insurance. least equal to the expiring limits of insurance. J. INSPECTIONS AND SURVEYS If you fail to comply with the above requirements, Coverage A is not invalidated. 1. We have the right but are not obligated to: However, in the event of a loss, we will pay a. Make inspections and surveys at any only to the extent that we would have paid had time; you complied with the above requirements. b. Give you reports on the conditions we 2. The first Named Insured shown in the find; and Declarations must give us written notice of C. Recommend changes. any change in the "underlying insurance" as respects: 2. Any inspections, surveys, reports or a. Coverage; recommendations relate only to insurability and the premiums to be charged. We do not b. Limits of insurance; make safety inspections. We do not c. Termination of any coverage; or undertake to perform the duty of any person or organization to provide for the health or d. Exhaustion of aggregate limits. safety of workers or the public. We do not 3. If you are unable to recover from any warrant that conditions: "underlying insurer" because you fail to a. Are safe or healthful; or comply with any term or condition of the "underlying insurance", Coverage A is not b. Comply with laws, regulations, codes or standards. invalidated. However, we will pay for any loss only to the extent that we would have paid had K. LEGAL ACTION AGAINST US you complied with that term or condition in 1. No person or organization has a right under that"underlying insurance". this insurance: M. OTHER INSURANCE a. To join us as a party or otherwise bring us This insurance is excess over any valid and into a "suit" asking for damages from an collectible "other insurance" whether such "other insured; or insurance" is stated to be primary, contributing, Page 14 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA excess, contingent or otherwise. This provision P. PROHIBITED COVERAGE — UNLICENSED does not apply to a policy bought specifically to INSURANCE apply as excess of this insurance. 1. With respect to loss sustained by any insured However, if you specifically agree in a written in a country or jurisdiction in which we are not contract or agreement that the insurance provided licensed to provide this insurance, this to any person or organization that qualifies as an insurance does not apply to the extent that insured under this insurance must apply on a insuring such loss would violate the laws or primary basis, or a primary and non-contributory regulations of such country or jurisdiction. basis, then insurance provided under Coverage A 2. We do not assume responsibility for: is subject to the following provisions: a. The payment of any fine, fee, penalty or 1. This insurance will apply before any "other insurance" that is available to such additional other charge that may be imposed on any person or organization in any country or insured which covers that person or organization as a named insured, and we will to jurisdiction because we are not licensed not share with that"other insurance",provided provide insurance in such country or jurisdiction; or that the injury or damage for which coverage is sought is caused by an "event" that takes b. The furnishing of certificates or other place or is committed subsequent to the evidence of insurance in any country or signing of that contract or agreement by you. jurisdiction in which we are not licensed to provide insurance. 2. This insurance is still excess over any valid and collectible "other insurance", whether Q. PROHIBITED COVERAGE — TRADE OR primary, excess, contingent or otherwise, ECONOMIC SANCTIONS which covers that person or organization as We will provide coverage for any loss, or an additional insured or as any other insured otherwise will provide any benefit, only to the that does not qualify as a named insured. extent that providing such coverage or benefit N. PREMIUM does not expose us or any of our affiliated or parent companies to: 1. The first Named Insured shown in the 1. Any trade or economic sanction under any law Declarations is responsible for the payment of or regulation of the United States of America; all premiums and will be the payee for any return premiums. or 2. If the premium is a flat charge,it is not subject 2. Any other applicable trade or economic sanction, prohibition or restriction. to adjustment except as provided in Paragraph 4. below. R. REPRESENTATIONS 3. If the premium is other than a flat charge, it is By accepting this insurance, you agree: an advance premium only. The earned 1. The statements in the Declarations and any premium will be computed at the end of the subsequent notice relating to "underlying policy period, or at the end of each year of the insurance"are accurate and complete; policy period if the policy period is two years 2. Those statements are based upon or longer, at the rate shown in the representations you made to us; and Declarations, subject to the Minimum Premium. 3. We have issued this insurance in reliance upon 4. Additional premium may become payable your representations. when coverage is provided for additional S. SEPARATION OF INSUREDS insureds under the provisions of SECTION II Except with respect to the Limits of Insurance, —WHO IS AN INSURED. and any rights or duties specifically assigned in O. PREMIUM AUDIT this policy to the first Named Insured shown in the Declarations, this insurance applies: The premium for this policy is the amount stated 1. As if each Named Insured were the only in Item 5. of the Declarations. The premium is a Named Insured; and flat charge unless it is specified in the Declarations as adjustable. 2. Separately to each insured against whom claim is made or"suit"is brought. EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 15 of 22 UMBRELLA T. WAIVER OR TRANSFER OF RIGHTS OF provision does not affect our right to collect RECOVERY AGAINST OTHERS TO US additional premium or to exercise our rights of 1. If the insured has rights to recover all or part cancellation or nonrenewal in accordance with of any payment we have made under this applicable insurance laws or regulations. insurance, those rights are transferred to us W. WHEN LOSS IS PAYABLE and the insured must do nothing after loss to If we are liable under this insurance, we will pay impair them. At our request, the insured will for injury, damage or loss after: bring suit or transfer those rights to us and help us, and with respect to Coverage A, the 1. The insured's liability is established by: "underlying insurer", enforce them. a. A court decision; or If the insured has agreed in a contract or b. A written agreement between the agreement to waive that insured's right of recovery against any person or organization, claimant, the insured, any "underlying we waive our right of recovery against that insurer" and us; and person or organization, but only for payments 2. The amount of the "applicable underlying we make because of an "event" that takes limit" or "self-insured retention" is paid by or place or is committed subsequent to the on behalf of the insured. execution of that contract or agreement by SECTION VI—DEFINITIONS such insured. 2. Reimbursement of any amount recovered will A. With respect to all coverages of this insurance: be made in the following order: 1. "Applicable underlying limit" means the sum of: a. First, to any person or organization a. The applicable limit of insurance stated (including us or the insured)who has paid for the policies of "underlying insurance" any amount in excess of the applicable in the Schedule Of Underlying Insurance limit of insurance; subject to the provisions in Paragraphs b. Next, to us; and 4.a.(1), (2) and (3) of COVERAGE A — c. Then, to any person or organization EXCESS FOLLOW-FORM LIABILITY of (including the insured and with respect to SECTION I—COVERAGES; and Coverage A, the"underlying insurer")that b. The applicable limit of insurance of any is entitled to claim the remainder, if any. "other insurance"that applies. 3. Expenses incurred in the process of recovery The limits of insurance in any policy of will be divided among all persons or "underlying insurance"will apply even if: organizations receiving amounts recovered according to the ratio of their respective a. The "underlying insurer" claims the recoveries. insured failed to comply with any term or U. TRANSFER OF YOUR RIGHTS AND DUTIES condition of the policy; or UNDER THIS INSURANCE b. The "underlying insurer" becomes 1. Your rights and duties under this insurance bankrupt or insolvent. may not be transferred without our written 2. "Auto hazard" means all "bodily injury" and consent except in the case of death of an "property damage" to which liability insurance individual Named Insured. afforded under an auto policy of "underlying 2. If you die, your rights and duties will be insurance" would apply but for the exhaustion transferred to your legal representative but of its applicable limits of insurance. only while acting within the scope of duties as 3. "Electronic data" means information, facts or your legal representative. Until your legal programs stored as or on, created or used on, representative is appointed, anyone having or transmitted to or from computer software proper temporary custody of your property will (including systems and applications software), have your rights and duties but only with hard or floppy disks, CD-ROMs, tapes, drives, respect to that property. cells, data processing devices or any other V. UNINTENTIONAL OMISSION OR ERROR media which are used with electronically The unintentional omission of, or unintentional controlled equipment. error in, any information provided by you which we 4. "Event" means an "occurrence", offense, relied upon in issuing this policy will not prejudice accident, act, error, omission, wrongful act or your rights under this insurance. However, this loss. Page 16 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA 5. "Extended reporting period" means any period Work that may need service, of time, starting with the end of the policy maintenance, correction, repair or period of your claims-made insurance, during replacement, but which is otherwise which claims or "suits" may be first made, complete, will be treated as brought or reported for that insurance. completed. 6. "Medical expenses" means expenses to b. Does not include "bodily injury" or which any Medical Payments section of any "property damage"arising out of: policy of Commercial General Liability "underlying insurance"applies. (1) The transportation of property, unless the injury or damage arises out of a 7. "Other insurance" means insurance, or the condition in or on a vehicle not owned funding of losses, that is provided by, through or operated by you, and that condition or on behalf of: was created by the "loading or a. Another insurance company; unloading" of that vehicle by any insured; b. Us or any of our affiliated insurance companies; (2) The existence of tools, uninstalled C. Any risk retention group; equipment or abandoned or unused materials; or d. Any self-insurance method or program, in which case the insured will be deemed to (3) Products or operations for which the be the provider of such insurance; or classification listed in a policy of Commercial General Liability e. Any similar risk transfer or risk "underlying insurance" states that management method. products-completed operations are "Other insurance"does not include: subject to the General Aggregate Limit. a. Any"underlying insurance"; or b. Any policy of insurance specifically 9. "Suit" means a civil proceeding which alleges damages. "Suit" includes: purchased to be excess of the limits of insurance of this policy shown in the a. An arbitration proceeding in which Declarations. damages are claimed and to which the 8. "Products-completed operations hazard": insured must submit or does submit with our consent; or a. Includes all "bodily injury" and "property damage" occurring away from premises b. Any other alternative dispute resolution you own or rent and arising out of "your proceeding to which the insured submits product"or"your work"except: with our consent. (1) Products that are still in your physical 10. "Underlying insurance": possession; or a. Means the policy or policies of insurance (2) Work that has not yet been listed in the Schedule Of Underlying completed or abandoned. However, Insurance. "your work" will be deemed completed b. Includes any renewal or replacement of at the earliest of the following times: such policies if such renewal or (a) When all the work called for in replacement is during the policy period of your contract has been this Excess Follow-Form And Umbrella completed; Liability Insurance. (b) When all the work to be done at c. Does not include any part of the policy the job site has been completed if period of any of the policies described in your contract calls for work at Paragraphs a. or b. above that began more than one job site; or before, or that continues after, the policy (c) When that part of the work done period of this Excess Follow-Form And at a job site has been put to its Umbrella Liability Insurance. intended use by any person or 11. "Underlying insurer" means any insurer which organization other than another provides a policy of insurance listed in the contractor or subcontractor Schedule Of Underlying Insurance. working on the same project. EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 17 of 22 UMBRELLA B. With respect to Coverage B and, to the extent that including any attached machinery or the following terms are not defined in the equipment; or "underlying insurance", to Coverage A: b. Any other land vehicle that is subject to a 1. "Advertisement" means a notice that is compulsory or financial responsibility law broadcast or published to the general public or other motor vehicle insurance law or specific market segments about your where it is licensed or principally garaged. goods, products or services for the purpose of However, "auto" does not include "mobile attracting customers or supporters. For the equipment". purposes of this definition: 4. "Bodily injury" means: a. Notices that are published include material placed on the Internet or on a. Physical harm, including sickness or similar electronic means of disease, sustained by a person; or communication; and b. Mental anguish, injury or illness, or b. Regarding web sites, only that part of a emotional distress, resulting at any time web site that is about your goods, from such physical harm, sickness or products or services for the purposes of disease. attracting customers or supporters is 5. "Broadcasting" means transmitting any audio considered an advertisement. or visual material for any purpose: 2. "Advertising injury": a. By radio or television; or a. Means injury, other than "personal injury", b. In, by or with any other electronic means caused by one or more of the following of communication, such as the Internet, if offenses: that material is part of: (1) Oral or written publication, including (1) Radio or television programming publication by electronic means, of beingtransmitted; material in your "advertisement" that slanders or libels a person or (2) Other entertainment, educational, organization or disparages a person's instructional, music or news or organization's goods, products or programming being transmitted; or services, provided that the claim is (3) Advertising transmitted with any such made or the "suit" is brought by a programming. person or organization that claims to have been slandered or libeled, or 6. "Consumer financial identity information" that claims to have had its goods, means any of the following information for a products or services disparaged; person that is used or collected for the purpose of serving as a factor in establishing (2) Oral or written publication, including such person's eligibility for personal credit, publication by electronic means, of insurance or employment or for the purpose material in your"advertisement"that: of conducting a business transaction: (a) Appropriates a person's name, a. Part or all of the account number, the voice, photograph or likeness; or expiration date or the balance of any (b) Unreasonably places a person in credit, debit, bank or other financial a false light; or account; (3) Infringement of copyright, "title" or b. Information bearing on a person's credit "slogan" in your "advertisement", worthiness, credit standing or credit provided that the claim is made or the capacity; "suit" is brought by a person or c. Social security number; organization that claims ownership of such copyright, "title"or"slogan". d. Driver's license number; or b. Includes "bodily injury" caused by one or e. Birth date. more of the offenses described in 7. "Consumer financial protection law" means: Paragraph a.above. a. The Fair Credit Reporting Act (FCRA) and 3. "Auto" means: • any of its amendments, including the Fair a. A land motor vehicle, trailer or semitrailer and Accurate Credit Transactions Act designed for travel on public roads, (FACTA); Page 18 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA b. California's Song-Beverly Credit Card Act b. Vehicles maintained for use solely on or and any of its amendments; or next to premises you own or rent. c. Any other law or regulation that restricts c. Vehicles that travel on crawler treads. or prohibits the collection, dissemination, d. Vehicles, whether self-propelled or not, transmission, distribution or use of maintained primarily to provide mobility to "consumer financial identity information';. permanently mounted: 8. "Employee" includes a "leased worker". (1) Power cranes, shovels, loaders, "Employee" does not include a "temporary worker". diggers or drills; or 9. "Good Samaritan services" means any (2) Road construction or resurfacing emergency medical services for which no equipment such as graders, scrapers compensation is demanded or received. or rollers. 10. "Impaired property" means tangible property, e. Vehicles not described in Paragraph a., b., other than "your product" or "your work", that c. or d. above that are not self-propelled cannot be used or is less useful because: and are maintained primarily to provide mobility to permanently attached a. It incorporates "your product" or "your equipment of the following types: work" that is known or thought to be defective, deficient, inadequate or (1) Air compressors, pumps and dangerous; or generators, including spraying, welding, building cleaning, geophysical b. You have failed to fulfill the terms of a exploration, lighting and well servicing contract or agreement; equipment;or if such property can be restored to use by the (2) Cherry pickers and similar devices repair, replacement, adjustment or removal of used to raise or lower workers. "your product" or "your work" or your fulfilling the terms of the contract or agreement. f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for 11. "Leased worker" means a person leased to purposes other than the transportation of you by a labor leasing firm under an persons or cargo. agreement between you and the labor leasing firm, to perform duties related to the conduct However, self-propelled vehicles with the of your business. "Leased worker" does not following types of permanently attached include a "temporary worker". equipment are not "mobile equipment" but will be considered "autos": 12. "Loading or unloading" means the handling of property; (1) Equipment designed primarily for: a. After it is moved from the place where it is (a)Snow removal; accepted for movement into or onto an (b) Road maintenance, but not aircraft, watercraft or"auto"; construction or resurfacing; or b. While it is in or on an aircraft, watercraft (c)Street cleaning; or"auto"; or (2) Cherry pickers and similar devices c. While it is being moved from an aircraft, mounted on automobile or truck watercraft or "auto" to the place where it chassis and used to raise or lower is finally delivered; workers; and but "loading or unloading" does not include (3) Air compressors, pumps and the movement of property by means of a generators, including spraying, mechanical device, other than a hand truck, welding, building cleaning, geophysical that is not attached to the aircraft, watercraft exploration, lighting and well servicing or"auto". equipment. 13. "Mobile equipment" means any of the following However, "mobile equipment" does not include types of land vehicles, including any attached any land vehicle that is subject to a compulsory machinery or equipment: or financial responsibility law, or other motor vehicle insurance law, where it is licensed or a. Bulldozers, farm machinery, forklifts and principally garaged. Such land vehicles are other vehicles designed for use principally considered "autos". off public roads. EU 00 01 0716 ©2016 The Travelers Indemnity Company.All rights reserved. Page 19 of 22 UMBRELLA 14. "Occurrence" means: (3) The wrongful eviction from, wrongful a. With respect to "bodily injury" or"property entry into, or invasion of the right of damage": private occupancy of a room, dwelling or premises that a person occupies, (1) An accident, including continuous or provided that the wrongful eviction, repeated exposure to substantially the wrongful entry or invasion of the right same general harmful conditions, of private occupancy is committed by which results in "bodily injury" or or on behalf of the owner, landlord or "property damage". All "bodily injury" lessor of that room, dwelling or or"property damage" caused by such premises; exposure to substantially the same general harmful conditions will be (4) Oral or written publication, including deemed to be caused by one publication by electronic means, of "occurrence"; or material that slanders or libels a person or organization or disparages (2) An act or omission committed in a person's or organization's goods, providing or failing to provide first aid products or services, provided that or "Good Samaritan services" to a the claim is made or the "suit" is person by any of your"employees" or brought by a person or organization "volunteer workers" other than an that claims to have been slandered or employed or volunteer doctor, unless libeled, or that claims to have had its you are in the business or occupation goods, products or services of providing professional health care disparaged; or services; (5) Oral or written publication, including b. With respect to "personal injury", an publication by electronic means, of offense arising out of your business that material that: results in "personal injury". All "personal injury" caused by the same or related (a) Appropriates a person's name, injurious material, act or offense will be voice, photograph or likeness; or deemed to be caused by one (b) Unreasonably places a person in "occurrence", regardless of the frequency a false light. or repetition thereof, the number and kind of media used or the number of persons b. Includes "bodily injury" caused by one or or organizations making claims or more of the offenses described in bringing "suits"; and Paragraph a.above. c. With respect to "advertising injury", an 17. "Pollutants" mean any solid, liquid, gaseous or offense committed in the course of thermal irritant or contaminant, including advertising your goods, products and smoke, vapor, soot, fumes, acids, alkalis, services that results in "advertising injury". chemicals and waste. Waste includes All "advertising injury" caused by the materials to be recycled, reconditioned or same or related injurious material, act or reclaimed. offense will be deemed to be caused by 18. "Property damage" means: one "occurrence", regardless of the frequency or repetition thereof, the a. Physical injury to tangible property, number and kind of media used or the including all resulting loss of use of that number of persons or organizations property. All such loss of use will be making claims or bringing "suits". deemed to occur at the time of the 15. "Officer" means a person holding any of the physical injury that caused it; or officer positions created by your charter, b. Loss of use of tangible property that is not constitution, bylaws or any other similar physically injured. All such loss of use will governing document. be deemed to occur at the time of the 16. "Personal in u "occurrence"that caused it. Jry" a. Means injury, other than "advertising For the purposes of this insurance, injury", caused by one or more of the "electronic data" is not tangible property. following offenses: 19. "Self-insured retention" is the greater of: (1) False arrest, detention or a. The amount shown in the Declarations imprisonment; which the insured must first pay under (2)Malicious prosecution; Coverage B for damages because of all Page 20 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 UMBRELLA "bodily injury", "property damage", b. Includes: "personal injury" or "advertising injury" (1) Warranties or representations made arising out of any one"occurrence"; or at any time with respect to the fitness, b. The applicable limit of insurance of any quality, durability, performance or use "other insurance"that applies. of"your product"; and 20. "Slogan": (2) The providing of or failure to provide warnings or instructions. a. Means a phrase that others use for the purpose of attracting attention in their c. Does not include vending machines or advertising. other property rented to or located for the use of others but not sold. b. Does not include a phrase used as, or in, 26. "Your work": the name of: (1) Any person or organization other than a. Means: you; or (1) Work or operations performed by you or on your behalf; and (2) Any business, or any of the premises, goods, products, services or work, of (2) Materials, parts or equipment any person or organization other than furnished in connection with such you. work or operations. 21. "Temporary worker" means a person who is b. Includes: furnished to you to substitute for a permanent (1) Warranties or representations made "employee" on leave or to meet seasonal or at any time with respect to the fitness, short-term workload conditions. quality, durability, performance or use 22. "Title" means the name of a literary or artistic of"your work"; work. (2) The providing of or failure to provide warnings or instructions. 23. "Unsolicited communication" means any communication, in any form, that the recipient C. With respect to Coverage C: of such communication did not specifically 1. "Crisis management advisor" means any request to receive. public relations firm or crisis management 24. "Volunteer worker" means a person who is firm approved by us that is hired by you to not your "employee", and who donates his or perform "crisis management services" in her work and acts at the direction of and connection with a "crisis management event". within the scope of duties determined by you, 2. "Crisis management event" means an "event" and is not paid a fee, salary or other or "occurrence" that your "executive officer" compensation by you or anyone else for their reasonably determines has resulted, or may work performed by you. result, in: 25. "Your product": a. Damages covered by this Coverage A or Coverage B that are in excess of the total a. Means: applicable limits of the "underlying (1) Any goods or products, other than insurance"or"self-insured retention"; and real property, manufactured, sold, b. Significant adverse regional or national handled, distributed or disposed of by: media coverage. (a) You; 3. "Crisis management service expenses" (b) Others trading under your name; means amounts incurred by you, after a or "crisis management event" first commences and before such event ends: (c) A person or organization whose business or assets you have a. For the reasonable and necessary: acquired; and (1) Fees and expenses of a "crisis (2) Containers (other than vehicles), management advisor" in the materials, parts or equipment performance for you of "crisis furnished in connection with such management services" solely for a goods or products. "crisis management event"; and EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 21 of 22 UMBRELLA (2) Costs for printing, advertising, mailing 4. "Crisis management services" means those of materials or travel by your services performed by a "crisis management directors, officers, employees or advisor" in advising you or minimizing agents or a "crisis management potential harm to you from a "crisis advisor" solely for a "crisis management event" by maintaining or management event"; and restoring public confidence in you. b. For the following expenses resulting from 5. "Executive officer"means your: such "crisis management event", provided a. Chief Executive Officer; that such expenses have been approved b. Chief Operating Officer; by us: (1) Medical expenses; c. Chief Financial Officer; d. President; (2) Funeral expenses; (3) Psychological counseling; e. General Counsel; f. General partner(if you are a partnership); or (4) Travel expenses; g. Sole proprietor (if you are a sole (5) Temporary living expenses; proprietorship); (6) Expenses to secure the scene of a or any person acting in the same capacity as "crisis management event"; ; or any individual listed above. (7) Any other expenses pre-approved by us. Page 22 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: 680-6727C315-20-42 ISSUE DATE: 03/02/2021 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SCHEDULED ADDITIONAL INSURED • (Includes Products-Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE OF ADDITIONAL INSUREDS AND COVERED OPERATIONS NAME OF PERSON OR ORGANIZATION: CITY OF SPOKANE VALLEY 10210 EAST SPRAGUE SPOKANE VALLEY WA 99206 PROJECT/LOCATION OF COVERED OPERATIONS: PROFESSIONAL LEGAL SERVICES PROVISIONS The insurance provided to such additional insured is subject to the following provisions: The following is added to SECTION II —WHO IS AN INSURED: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum Any person or organization shown in the Schedule limits required by the written contract or Of Additional Insureds And Covered Operations that agreement, the insurance provided to the you agree in a written contract or agreement to additional insured will be limited to such include as an additional insured on this Coverage minimum required limits. For the purposes of Part is an insured, but only: determining whether this limitation applies, the a. With respect to liability for "bodily injury" or minimum limits required by the written contract or "property damage" that occurs, or for "personal agreement will be considered to include the mExcess injury" caused by an offense that is committed, I albil ty colverlageof required anybrellar o additional subsequent to the signing of that contract or insured by that written contract or agreement. agreement and while that part of the contract or agreement is in effect; and This provision will not increase the limits of insurance described in Section III — Limits Of b. If, and only to the extent that, such injury or Insurance. damage is caused by acts or omissions of you or your subcontractor in the performance of "your b. The insurance provided to such additional work" on or for the project, or at the location, insured does not apply to: shown in the Schedule Of Additional Insureds And Covered Operations, to which the written (1) Any "bodily injury", "property damage" or contract or agreement applies. Such person or "personal injury" arising out of the providing, organization does not qualify as an additional or failure to provide, any professional insured with respect to the independent acts or architectural, engineering or surveying omissions of such person or organization. services, including: CG D2 47 04 19 ©2018 The Travelers Indemnity Company.All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY (a) The preparing, approving, or failing to (c) The nature and location of any injury or prepare or approve, maps, shop damage arising out of the "occurrence" drawings, opinions, reports, surveys, or offense. field orders or change orders, or the preparing, approving, or failing to (2) If a claim is made or "suit" is brought against prepare or approve, drawings and the additional insured: specifications; and (a) Immediately record the specifics of the (b) Supervisory, inspection, architectural or claim or"suit" and the date received; and engineering activities. (b) Notify us as soon as practicable and see to it that we receive written notice of the (2) Any "bodily injury" or "property damage" claim or"suit" as soon as practicable. caused by "your work" and included in the "products-completed operations hazard" (3) Immediately send us copies of all legal unless the written contract or agreement papers received in connection with the claim specifically requires you to provide such or "suit", cooperate with us in the coverage for that additional insured during investigation or settlement of the claim or the policy period. defense against the "suit", and otherwise comply with all policy conditions. c. The additional insured must comply with the following duties: (4) Tender the defense and indemnity of any claim or "suit" to any provider of other (1) Give us written notice as soon as practicable insurance which would cover such additional of an "occurrence" or an offense which may insured for a loss we cover. However, this result in a claim. To the extent possible, such condition does not affect whether the notice should include: insurance provided to such additional (a) How, when and where the "occurrence" insured is primary to other insurance or offense took place; available to such additional insured which covers that person or organization as a (b) The names and addresses of any injured named insured as described in Paragraph 4., persons and witnesses; and Other Insurance, of Section IV— Commercial General Liability Conditions. Page 2 of 2 ©2018 The Travelers Indemnity Company.All rights reserved. CG D2 47 04 19 GORDTHO-01 MCLA ACORO' CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `.� 2/17/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME: Gemini Risk Partners,LLC PHONE I FAX 300 S.Old Woodward Avenue (NC,No,Ext): (NC,No): MAI Birmingham,MI 48009 E- sS:. INSURER(S)AFFORDING COVERAGE NAIC it INSURER A:Lloyd's of London INSURED Gordon Thomas Honeywell,LLP INSURER B:Hudson Specialty Ins Co 1201 Pacific Avenue,Suite 2100 INSURER C: Tacoma,WA 98402- INSURER D: 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 ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMM/DD/YYYY1 IMM/DD/YYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED • PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL 8 ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PEST LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILECOMBINED SINGLE LIMIT LIABILITY (Ea accident) $ ANY AUTO BODILYINJURY(Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS y BODILY INJURY(Per accident) $ _AUTOS ONLY OSp ONyNEp LY (Pt3eer accdent)AMAGE $ _ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS ND EMPLOYERS COMPENSATION Y/N STATUTE ERH ANY NYIPROP IIETO�XCLNERE ECUTIVE N/A E.L.EACH ACCIDENT $ (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Lawyers Professional Liability N N PE2002134 6/11/2020 6/11/2021 $5,000,000 Each Claim $5,000,000 Aggregate B Lawyers Professional Liability N N ATL4000714 6/11/2020 6/11/2021 $z,000,000 xs$5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Cary Driskell ACCORDANCE WITH THE POLICY PROVISIONS. 10210 East Sprague Spokane,WA 99206- AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. 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XPSLFST!DPNQFOTBUJPO B7917838D426325318012031321801203133Y TUBUVUFFS BOE!FNQMPZFST(!MJBCJMJUZ Z!0!O BOZ!QSPQSJFUPS0QBSUOFS0FYFDVUJWF F/M/!FBDI!BDDJEFOU% XB!Tupq!Hbq2-111-111 O!0!B PGGJDFS0NFNCFS!FYDMVEFE@ O )Nboebupsz!jo!OI* F/M/!EJTFBTF!.!FB!FNQMPZFF%2-111-111 Jg!zft-!eftdsjcf!voefs F/M/!EJTFBTF!.!QPMJDZ!MJNJU%2-111-111 EFTDSJQUJPO!PG!PQFSBUJPOT!cfmpx EFTDSJQUJPO!PG!PQFSBUJPOT!0!MPDBUJPOT!0!WFIJDMFT!)BDPSE!212-!Beejujpobm!Sfnbslt!Tdifevmf-!nbz!cf!buubdife!jg!npsf!tqbdf!jt!sfrvjsfe* Sf;!Pqfsbujpot!Qfsgpsnfe!cz!uif!Obnfe!Jotvsfe/ DFSUJGJDBUF!IPMEFSDBODFMMBUJPO TIPVME!BOZ!PG!UIF!BCPWF!EFTDSJCFE!QPMJDJFT!CF!DBODFMMFE!CFGPSF Djuz!pg!Tqplbof!Wbmmfz UIF!!!!FYQJSBUJPO!!!EBUF!!!!UIFSFPG-!!!!OPUJDF!!!XJMM!!!CF!!!EFMJWFSFE!!!JO BDDPSEBODF!!!XJUI!!!UIF!!!QPMJDZ!!!QSPWJTJPOT/ D0P!Dbsz!Esjtlfmm-!Djuz!Buupsofz 21321!Fbtu!Tqsbhvf BVUIPSJ\[FE!SFQSFTFOUBUJWF Tqplbof!Wbmmfz-!XB!!::317 ª!2:99.3126!BDPSE!DPSQPSBUJPO/!Bmm!sjhiut!sftfswfe/ BDPSE!36!)3127014*Uif!BDPSE!obnf!boe!mphp!bsf!sfhjtufsfe!nbslt!pg!BDPSE 22pg!2pg!2 $T58218360N5796746$T58218360N5796746DDM11 Client#: 75771 GORDTHOM ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 8/08/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER Propel Insurance 1201 Pacific Avenue; Suite 1000 COM Construction Tacoma, WA 98402-4321 NAME: Milly Bishop PHONE 800 499-0933 FA/C 866 577-1326 A/C No, Ext : A/C, No E-MAIL ADDRESS: millyp@p p bisho ro elinsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Travelers Indemnity Co of Connecticut 25682 INSURED INSURER B : Travelers Indemnity Company 25658 Gordon Thomas Honeywell, LLP formerly INSURER C : Travelers Property Casualty CoofAmerica 25674 Gordon Thomas Honeywell Malanca Peter.. 1201 Pacific Avenue, Suite 2100 Tacoma, WA 98402 INSURER D INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE Fx OCCUR 6806727C3152242 7/01/2023 07101/2024 EACH OCCURRENCE $1,000,000 PREMISES (Ea RENTED ) $300000 MED EXP (Any one person) $ 5,000 PERSONAL B ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRO- POLICY JECT LOC OTHER: GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $2,000,000 $ C AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X HIRED rNON-OWNED AUTOS ONLY AUTOS ONLY BA6729C16122SEL 7/01/2023 07/01/202 CEa OMBINED SINGLE LIMIT accident 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PeOraccR tDAMAGE $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE CUP4552Y93A2242 7/01/2023 07/01/2024 EACH OCCURRENCE $10000 000 AGGREGATE $1 O 000 000 DIED I X RETENTION $$5000 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/ N OFFICER/MEMBER EXCLUDED? NJ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A 6806727C3152242 WA Stop Gap 7/01/2023 07/01/202 PERTUTE X OTH- ST E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE- EA EMPLOYEE $1,000,000 E.L. DISEASE- POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) RE: Operations Performed by the Named Insured. City of Spokane Valle SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE y p y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN C/O Cary Driskell, City Attorney ACCORDANCE WITH THE POLICY PROVISIONS. 10210 East Sprague Spokane Valley, WA 99206 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S6093275/M6036580 KTR00