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22-077.00 Inland Infrastructure: Buckeye Sewer Extension Project
Contract This agreement is entered into this 2 Pv day of , 2022, between the City of Spokane Valley ("City")and Inland Infrastructure,LLC ("Contractor" ,pursuant to Title 35 RCW,as adopted or amended. In consideration of the terms and conditions contained herein and attached and made a part of this agreement,the parties agree as follows: I. The Contractor shall do all work and furnish all tools,materials,and equipment for: Buckeye Sewer Extension Project#0343 Contract 22-077 in accordance with and as described in the project plans and specification,and the standard specification of the Washington State of Department of Transportation which are by this reference incorporated herein and made part hereof and, shall perform any changes in the work in accord with the Contract Documents. The Contractor shall provide and bear the expense of all equipment, work, and labor, of any sort whatsoever that may be required for the transfer of materials and for constructing and completing the work provided for in these Contract Documents except those items mentioned therein to be furnished by the City. II. The City hereby promises and agrees with the Contractor to employ,and does employ the Contractor to provide the materials and to do and cause to be done the above described work and to complete and finish the same in accord with the project plans and specification and the terms and conditions herein contained and hereby contracts to pay for the same according to the referenced specifications and the schedule of unit or itemized prices at the time and in the manner and upon the conditions provided for in this contract. III. The Contractor for himself/herself, and for his/hers heirs, executors, administrators, successors,and assigns,does hereby agree to full performance of all covenants required of the Contractor in the contract. IV. It is further provided that no liability shall attach to the City by reason of entering onto this contract,except as provided herein. V. The project was awarded for the bid amount of$636,823.73, including sales tax. IN WITNESS WHEREOF,the Contractor has executed this instrument,on the date below, and the City has caused this instrument to be executed on the date stated above. City of Spokane Valley C-1 Contract Forms Buckeye Sewer Extension Project Executed by Contractor A Drl\ a I , 2022 1 Date Marshall Sampson Printed Name Managing Member Title Ma/di < 14YJAV-) Signature City of Spokane Valley John Hohman, PE Printed Name City Manager Title �� /' / Si ature City of Spokane Valley C-2 Contract Forms Buckeye Sewer Extension Project • Spokane Valley BOND NO: K40174023 CONTRACTOR'S PAYMENT BOND(FEDERALLY FUNDED PROJECT) to City of Spokane Valley,Washington The City of Spokane Valley,Washington,in Spokane County,has awarded to Inland Infrastructure,LLC (Contractor), as Principal,a contract for the construction of the project designated as Buckeye Sewer Extension,Project No.0343 in Spokane Valley,Washington,and said Principal is required under the terms of the Contract to furnish a payment bond in accordance with chapter 39.08 Revised Code of Washington(RCW)and chapter 60.28 RCW. The Principal, and Federal Insurance Company (Surety), a corporation organized under the laws of Indiana and licensed to do business in the State of Washington as surety and named in the current list of"Surety Companies Acceptable in Federal Bonds"as published in the Federal Register by the Audit Staff Bureau of Accounts,U.S.Treasury Dept.,are jointly and severally held and firmly bound to the City of Spokane Valley,as Obligee,in the sum of$ 636,823.73 total Contract amount,subject to the provisions herein. This payment bond shall cover any and all taxes incurred pursuant to Titles 50 and 51 RCW,taxes imposed on the Principal pursuant to Title 82 RCW,and any additional sales taxes. This payment bond shall become null and void,if and when the Principal,its heirs,executors,administrators,successors,or assigns shall pay all persons in accordance with chapters 39.08, 39.12, and 60.28 RCW, including all workers, laborers, mechanics, subcontractors,and materialmen,and all persons who shall supply such contractor or subcontractor with provisions and supplies for the carrying on of such work;shall pay all taxes due pursuant to Titles 50,51,and 82 RCW;and shall indemnify and hold harmless the Obligee from all loss,cost or damage which Obligee may suffer by reason of the failure of Principal to make such required payments;and if such payment obligations have not been fulfilled,this bond shall remain in full force and effect. The Surety for value received agrees that no change, extension of time, alteration or addition to the terms of the Contract, the specifications accompanying the Contract,or to the work to be performed under the Contract shall in any way affect its obligation on this bond,except as provided herein,and waives notice of any change,extension of time,alteration or addition to the terms of the Contract or the work performed.The Surety agrees that modifications and changes to the terms and conditions of the Contract that increase the total amount to be paid the Principal shall automatically increase the obligation of the Surety on this bond and notice to Surety is not required for such increased obligation. This bond may be executed in two original counterparts,and shall be signed by the parties'duly authorized officers.This bond will only be accepted if it is accompanied by a fully executed and original power of attorney for the officer executing on behalf of the surety. PRINCIPAL(CONTRACTOR) Inland Infrastructure,LLC SURETY Federal Insurance Company 4/21/2022 4/21/ 022 rincipal Signature Date Surety Sign.Al Date Marshall Sampson Travis Long _ Printed Name Printed Name Managing Member Attorney-in-Fact Title Title Name,address,and telephone of local office/agent of Surety Company is: HUB International Northwest LLC,835 N.Post Street,Suite 203,Spokane,WA 99201 509-747-3121 Revised 1.14 13 City of Spokane Valley C-4 Contract Forms Buckeye Sewer Extension Project • CHUBB' Power of Attorney Federal Insurance Company I Vigilant Insurance Company I Pacific Indemnity Company Westchester Fire Insurance Company I ACE American Insurance Company Know All by These Presents,that FEDERAL INSURANCE COMPANY,an Indiana corporation,VIGILANT INSURANCE COMPANY,a New York corporation,PACIFIC INDEMNITY COMPANY, a Wisconsin corporation, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY corporations of the Commonwealth of Pennsylvania,do each hereby constitute and appoint Wm. Dinneen,Shelby L. Foo,Chris Larson,Travis Long, H. Keith McNally, Ryan J. Pugh, Erin L. Repp, Daniel J.Stowe and Diana R.Williams of Spokane,Washington each as their true and lawful Attorney-in-Fact to execute under such designation in their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise,bonds and undertakings and other writings obligatory in the nature thereof(other than bail bonds)given or executed in the course of business,and any instruments amending or altering the same,and consents to the modification or alteration of any instrument referred to in said bonds or obligations. In Witness Whereof,said FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,PACIFIC INDEMNITY COMPANY,WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY have each executed and attested these presents and affixed their corporate seals on this 29th day of March,2022. c 'r-1rl\- e31sDA.s‘ 'Artie— , lkrv:n M.Chltirth.:\.wstant Secretary Stephen\I.Haney.Vice President (410 10) \,f1HtV it 14 viCii (A) 1/400 0.2) ,.ePhi rviii4 STATE OF NEW JERSEY County of Hunterdon SS. On this 29th day of March,2022 before me,a Notary Public of New Jersey,personally came Dawn M.Chloros and Stephen M.Haney,to me known to be Assistant Secretary and Vice President,respectively,of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,PACIFIC INDEMNITY COMPANY,WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY,the companies which executed the foregoing Power of Attorney,and the said Dawn M.Chloros and Stephen M.Haney,being by me duly sworn,severally and each for herself and himself did depose and say that they are Assistant Secretary and Vice President,respectively,of FEDERAL INSURANCE COMPANY, VIGILANT INSURANCE COMPANY, PACIFIC INDEMNITY COMPANY, WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY and know the corporate seals thereof,that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of said Companies;and that their signatures as such officers were duly affixed and subscribed by like authority. Notarial Seal ;, • T� �� KATHERINE J.ADELAAR ��1 i�� NOTARY PUBLIC OF NEW JERSEY `Ptieut ' No.2316685Jii Cammlaskm ExpiresaJuIY 18,2024 Notary Public 13S., CERTIFICATION Resolutions adopted by the Boards of Directors of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY on August 30,2016; WESTCHESTER FIRE INSURANCE COMPANY on December 11,2006;and ACE AMERICAN INSURANCE COMPANY on March 20,2009: "RESOLVED,that the following authorizations relate to the execution,for and on behalf of the Company,of bonds,undertakings,recognizances,contracts and other written commitments of the Company entered into in the ordinary course of business(each a"Written Commitment"): (1) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company,under the seal of the Company or otherwise. (2) Each duly appointed attorney-in-fact of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company,under the seal of the Company or otherwise, to the extent that such action is authorized by the grant of powers provided for in such person's written appointment as such attorney-in-fact. (3) Each of the Chairman,the President and the Vice Presidents of the Company is hereby authorized,for and on behalf of the Company,to appoint in writing any person the attorney-in- fact of the Company with full power and authority to execute, for and on behalf of the Company, under the seal of the Company or otherwise,such Written Commitments of the Company as may be specified in such written appointment,which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (4) Each of the Chairman, the President and the Vice Presidents of the Company is hereby authorized,for and on behalf of the Company,to delegate in writing to any other officer of the Company the authority to execute,for and on behalf of the Company, under the Company's seal or otherwise, such Written Commitments of the Company as are specified in such written delegation,which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (5) The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution,and the seal of the Company,may be affixed by facsimile on such Written Commitment or written appointment or delegation. FURTHER RESOLVED,that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authority of officers,employees and other persons to act for and on behalf of the Company,and such Resolution shall not limit or otherwise affect the exercise of any such power or authority otherwise validly granted or vested" I,Dawn M.Chloros,Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,PACIFIC INDEMNITY COMPANY,WESTCHESTER FIRE INSURANCE COMPANY and ACE AMERICAN INSURANCE COMPANY(the"Companies")do hereby certify that (i) the foregoing Resolutions adopted by the Board of Directors of the Companies are true,correct and in full force and effect, (ii) the foregoing Power of Attorney is true,correct and in full force and effect Given under my hand and seals of said Companies at Whitehouse Station,NJ,this 21 st day of April, 2022. (a) .off � �,t.` P '; i�w�,��m. N�tit 1 lkiv:n NI.Chltxtr.A sistant Secretar' IN THE EVENT YOU WISH TO VERIFY THE AUTHENTICITY OF THIS BOND OR NOTIFY US OF ANY OTHER MATTER,PLEASE CONTACT US AT: Telephone(908)903-3493 Fax(908)903-3656 e-mail:surety@chubb.com Combined:FED-VIG-PI-WFIC-AAIC(rev.11-19) SPOkane jVailey. BOND NO: K40174023 CONTRACTOR'S PERFORMANCE BOND to City of Spokane Valley,Washington The City of Spokane Valley, Washington, in Spokane County, has awarded to Inland Infrastructure,LLC (Contractor),as Principal,a contract for the construction of the project designated as Buckeye Sewer Extension Project No.0343 in Spokane Valley,Washington,and said Principal is required under the terms of the Contract to furnish a performance bond in accordance with chapter 39.08 Revised Code of Washington(RCW). The Principal, and Federal Insurance Company (Surety), a corporation, organized under the laws of Indiana and licensed to do business in the State of Washington as surety and named in the current list of"Surety Companies Acceptable in Federal Bonds"as published in the Federal Register by the Audit Staff Bureau of Accounts,U.S.Treasury Dept.,are jointly and severally held and firmly bound to the City of Spokane Valley,as Obligee,in the sum of$ 636,823.73 total Contract amount(including Washington State sales tax),subject to the provisions herein. This performance bond shall become null and void,if and when the Principal, its heirs,executors,administrators,successors,or assigns shall well and faithfully perform all of the Principal's obligations under the Contract and fulfill all the terms and conditions of all duly authorized modifications,additions, and changes to said Contract that may hereafter be made, at the time and in the manner therein specified;shall warranty the work as provided in the Contract and shall indemnify and hold harmless the Obligee from any defects in the workmanship and materials incorporated into the work for the period identified in the Contract;and if such performance obligations have not been fulfilled,this bond shall remain in full force and effect. The Surety for value received agrees that no change, extension of time, alteration or addition to the terms of the Contract, the specifications accompanying the Contract,or to the work to be performed under the Contract shall in any way affect its obligation on this bond,and waives notice of any change,extension of time,alteration or addition to the terms of the Contract or the work performed. The Surety agrees that modifications and changes to the terms and conditions of the Contract that increase the total amount to be paid the Principal shall automatically increase the obligation of the Surety on this bond and notice to Surety is not required for such increased obligation. This bond may be executed in two original counterparts,and shall be signed by the parties'duly authorized officers.This bond will only be accepted if it is accompanied by a fully executed and original power of attorney for the officer executing on behalf of the surety. PRINCIPAL(CONTRACTOR) Inland Infrastructure,LLC SURETY Federal Insurance Compr}ny .�^ 4/21/2022 4/21/2022 rincP i al Signature Date Surety Sign , Date Marshall Sampson Travis Long Printed Name Printed Name Managing Member Attorney-in-Fact Title Title Name,address,and telephone of local office/agent of Surety Company is: HUB International Northwest LLC,835 N.Post Street,Suite 203,Spokane,WA 99201 509-747-3121 Rey ised I ' ' City of Spokane Valley C-3 Contract Forms Buckeye Sewer Extension Project INLAINF-01 ELEWIS 'A`IZ)RCP CERTIFICATE OF LIABILITY INSURANCE DA4/21/2022 TE ) 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). CONTACT Edie Lewis PRODUCER NAME:____ Hub International Northwest LLC PHONE FAX PO Box 3144 (A/C,No,Ext): (A/C,No): Spokane,WA 99220 Mass:edie.lewis@hubinternational.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Kinsale Insurance Company 38920 INSURED INSURER B:Ohio Security Insurance Company 24082 Inland Infrastructure LLC INSURERC: PO Box 3072 INSURER D: Spokane,WA 99220 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 VNTH 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 SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMM/DD/YYYYI IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 01001614950 8/27/2021 8/27/2022 DAMAGE TO RENTED 100,000 X X PREMISES(Ea occurrancel $ MED EXP(Any one person) $ 100,000 PERSONAL&ADV INJURY $ 1,000,000,/ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X JECT LOC PRODUCTS-COMP/OP AGG $_ 2,000,000 ✓ OTHER: WA STOP GAP $ 1,000,000 ✓ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 ,/ (Ea accident) X ANY AUTO X X BAS63432453 8/27/2021 8/27/2022 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOSRE� ONLY AUTOS WN p BODILY INJURY(Per accident) $ X AUTOS ONLY X AUTOS OItY (Perr aca dent)AMAGE A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000-/ EXCESS LIAB CLAIMS-MADE 01001616510 8/27/2021 8/27/2022 AGGREGATE $ 5,000,000 `/ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE TATUTE ER _ ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A ----- (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Buckeye Avenue Sewer Extension Project,CIP#0343 Contract No.:22-077 ADDITIONAL INSURED STATUS AND WAIVER OF SUBROGATION TO CITY OF SPOKANE VALLEY,THEIR ELECTED AND APPOINTED OFFICIALS,AGENTS, AND EMPLOYEES AS REQUIRED BY CONTRACT AND AS GRANTED IN THE POLICY FORMS ATTACHED TO THIS CERTIFICATE. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CI of Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CityP ACCORDANCE WITH THE POLICY PROVISIONS. Attntion: Robert Lochmiller 10210 E Sprague Ave Spokane,WA 99206 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION Effective Date of Endorsement 8/27/2021 01001614950 12:01AM at the Named Insured address shown on the Declarations inland Infrastructure LLC Additional Premium: Return Premium: This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s)or Organization(s) Location(s)of Covered Operations Information required to complete this Schedule,if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", This insurance does not apply to"bodily injury"or "property damage" or "personal and advertising "property damage"occurring after: injury"caused, in whole or in part, by: 1. Your acts or omissions; or 1. All work, including materials, parts or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs)to be performed by or in the performance of your ongoing operations on behalf of the additional insured(s) at the for the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or However: 2. That portion of "your work" out of which the injury or damage arises has been put to its 1. The insurance afforded to such additional intended use by any person or organization insured only applies to the extent permitted other than another contractor or by law; and subcontractor engaged in performing 2. If coverage provided to the additional insured operations for a principal as a part of the is required by a contract or agreement, the same project. insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 12 19 ©Insurance Services Office,Inc.,2018 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable limits of additional insureds, the following is added to insurance; Section III—Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the required by a contract or agreement, the most we applicable limits of insurance. will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement;or ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. CG 20 10 12 19 ©Insurance Services Office,Inc.,2018 Page 2 of 2 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS Effective Dote of Endorsement 8/27/2021 12:01AM at the Named Insured address shown on the Inland Infrastructure LLC 01001614950 Declarations Additional Premium: Return Premium: This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s)or Organization(s) Location and Description of Completed Operations Information required to complete this Schedule,if not shown above,will be shown in the Declarations. A. Section II —Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage"caused, in whole or in part, by required by a contract or agreement,the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and 1. Required by the contract or agreement; or included in the "products-completed operations hazard". 2. Available under the applicable limits of However: insurance; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the by law; and applicable limits of insurance. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. CG 20 37 12 19 © Insurance Services Office,Inc.,2018 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED—PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT Attached To and Forming Part of Policy Effective Date of Endorsement 8/27/2021 Named Insured 12:01AM at the Named Insured 01001614950 address shown on the Declarations Inland Infrastructure LLC Additional Premium: Return Premium: This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE ENVIRONMENTAL CONTRACTING AND PROFESSIONAL SERVICES LIABILITY COVERAGE PRODUCTS POLLUTION LIABILITY COVERAGE PREMISES ENVIRONMENTAL LIABILITY INSURANCE COVERAGE ENVIRONMENTAL COMBINED LIABILITY POLICY—ALL COVERAGE PARTS The insurance provided to Additional Insureds shall be excess with respect to any other valid and collectible insurance available to the Additional Insured unless the written contract specifically requires that this insurance apply on a primary and non-contributory basis,in which case this insurance shall be primary and non-contributory. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. CAS5003 0717 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY LIMITATION -AMENDED AGGREGATE PER PROJECT OR LOCATION Attached To and Forming Part of Policy Effective Date of Endorsement 8/27/2021 Named Insured 12:01AM at the Named Insured address shown on the 01001614950 Declarations Inland Infrastructure LLC Additional Premium: Return Premium: This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE SCHEDULE General Aggregate applies to EACH LOCATION in the amount of: s,000,000 Total ALL LOCATIONS Aggregate Limit: s,000,000 General Aggregate applies to EACH PROJECT in the amount of: 6,000,000 Total ALL PROJECTS Aggregate Limit: s,000,000 SECTION III—LIMITS OF INSURANCE—2,is amended by the addition of the following: d. The General Aggregate Limit applies separately to each"project"of the Named Insured or to each"location"of the Named Insured as indicated in the Schedule above. Notwithstanding the application of the General Aggregate Limit to each"project"or each"location"of the Named Insured,under no circumstances will we pay more than the TOTAL ALL LOCATIONS AGGREGATE LIMIT or the TOTAL ALL PROJECTS AGGREGATE LIMIT shown in the Schedule above for all claims arising out of all"locations"or all "projects"as applicable under this policy. The following are added to the DEFINITIONS section of this policy: "Project"means all work done by you or on your behalf,away from premises owned or rented to you,to complete an individual bid or negotiated contract to provide services for a specified period of time. Multiple jobs,work orders, purchase orders,change orders or work done at multiple locations under one contract are not separate"projects" within the meaning of this coverage. "Location"means premises involving the same or connecting lots,or premises whose connection is interrupted only by a street,roadway,waterway or right-of-way of a railroad. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. CAS4005 0310 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) -AUTOMATIC Attached To and Forming Part of Policy Effective Date of Endorsement 8/27/2021 Named Insured 12:01AM at the Named Insured address shown on the 01001614950 Declarations Inland Infrastructure LLC Additional Premium: Return Premium: This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery against any person or organization, because of any payment we make under this Coverage Part, to whom the insured has waived its right of recovery in a written contract or agreement. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person or organization prior to loss. ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. CG 24 53 12 19 ©Insurance Services Office,Inc,2018 Page 1 of 1 COMMERCIAL AUTO AC 85 01 06 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO COVERAGE ENHANCEMENT ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. If the policy to which this endorsement is attached also contains a Business Auto Coverage Enhancement Endorsement with a specific state named in the title, this endorsement does not apply to vehicles garaged in that specified state. COVERAGE INDEX SUBJECT PROVISION NUMBER ACCIDENTAL AIRBAG DEPLOYMENT 13 ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT 4 AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS 21 AMENDED FELLOW EMPLOYEE EXCLUSION 6 AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE 15 BODILY INJURY REDEFINED 25 EMPLOYEES AS INSUREDS (Including Employee Hired Auto) 3 EXTRA EXPENSE- BROADENED COVERAGE 11 GLASS REPAIR-WAIVER OF DEDUCTIBLE 17 HIRED AUTO COVERAGE TERRITORY 23 HIRED AUTO PHYSICAL DAMAGE (Including Employee Hired Auto) 7 LOAN / LEASE GAP (Coverage Not Available In New York) 16 NEWLY FORMED OR ACQUIRED SUBSIDIARIES 2 PARKED AUTO COLLISION COVERAGE(WAIVER OF DEDUCTIBLE) 18 PERSONAL EFFECTS COVERAGE 12 PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE 9 PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM 14 PRIMARY AND NON-CONTRIBUTORY -WRITTEN CONTRACT OR WRITTEN AGREEMENT 24 RENTAL REIMBURSEMENT 10 SUPPLEMENTARY PAYMENTS 5 TOWING AND LABOR 8 TRAILERS - INCREASED LOAD CAPACITY 1 TWO OR MORE DEDUCTIBLES 19 UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS 20 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 22 SECTION I -COVERED AUTOS is amended as follows: 1. TRAILERS-INCREASED LOAD CAPACITY The following replaces Paragraph C.1. Certain Trailers, Mobile Equipment And Temporary Substitute Autos of SECTION I -COVERED AUTOS: "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 1 of 7 SECTION II -LIABILITY COVERAGE is amended as follows: 2. NEWLY FORMED OR ACQUIRED SUBSIDIARIES SECTION II - LIABILITY COVERAGE, Paragraph A.1. - Who Is An Insured is amended to include the following as an "insured": d. Any legally incorporated subsidiary of which you own more than 50 percent interest during the policy period. Coverage is afforded only for 90 days from the date of acquisition or formation. However, "insured" does not include any organization that: (1) Is a partnership or joint venture; or (2) Is an "insured" under any other automobile policy except a policy written specificall y to apply in excess of this policy; or (3) Has exhausted its Limit of Insurance or had its policy terminated under any other automobile policy. Coverage under this provision d. does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. 3. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": e. Any "employee" of yours while using a covered "auto" you do not own, hire or borrow but only for acts within the scope of their employment by you. Insurance provided by this endorsement is excess over any other insurance available to any "employee". f. Any "employee" of yours while operating an "auto" hired or borrowed under a written contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business and within the scope of their employment. Insurance provided by this endorsement is excess over any other insurance available to the "employee". 4. ADDITIONAL INSURED BY CONTRACT, AGREEMENT OR PERMIT SECTION II - LIABILITY COVERAGE, Paragraph A.1. Who Is An Insured is amended to include the following as an "insured": g. Any person or organization with respect to the operation, maintenance or use of a covered "auto", provided that you and such person or organization have agreed in a written contract, written agreement, or permit issued to you by governmental or public authority, to add such person, or organization, or governmental or public authority to this policy as an "insured". However, such person or organization is an "insured": (1) Only with respect to the operation, maintenance or use of a covered "auto"; (2) Only for "bodily injury" or "property damage" caused by an "accident" which takes place after you executed the written contract or written agreement, or the permit has been issued to you; and ° (3) Only for the duration of that contract, agreement or permit. The "insured" is required to submit a claim to any other insurer to which coverage could apply for defense and indemnity. Unless the "insured" has agreed in writing to primary noncontributory wording per enhancement number 24, this policy is excess over any other collectible insurance. 5. SUPPLEMENTARY PAYMENTS SECTION II - LIABILITY COVERAGE, Coverage Extensions, 2.a. Supplementary Payments, Paragraphs (2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic violations ) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. ® 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 2 of 7 6. AMENDED FELLOW EMPLOYEE EXCLUSION In those jurisdictions where, by law, fellow "employees" are not entitled to the protection afforded to the employer by the workers compensation exclusivity rule, or similar protection, the following provi- sion is added: SECTION II - LIABILITY, Exclusion B.5. Fellow Employee does not apply if the "bodily injury" results from the use of a covered "auto" you own or hire if you have workers compensation insurance in force for all of your "employees" at the time of"loss". This coverage is excess over any other collectible insurance. SECTION III - PHYSICAL DAMAGE COVERAGE is amended as follows: 7. HIRED AUTO PHYSICAL DAMAGE Paragraph A.4. Coverage Extensions of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended by adding the following: If hired "autos" are covered "autos" for Liability Coverage, and if Comprehensive, Specified Causes of Loss or Collision coverage are provided under the Business Auto Coverage Form for any "auto" you own, then the Physical Damage coverages provided are extended to "autos": a. You hire, rent or borrow; or b. Your "employee" hires or rents under a written contract or agreement in that "employee's" name, but only if the damage occurs while the vehicle is being used in the conduct of your business, subject to the following limit and deductible: a. The most we will pay for "loss" in any one "accident" or "loss" is the smallest of: (1) $50,000; or (2) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality, minus a deductible. b. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. c. Subject to the limit, deductible and excess provisions described in this provision, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. d. Subject to a maximum of $1,000 per "accident", we will also cover the actual loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss. e. This coverage extension does not apply to: (1) Any "auto" that is hired, rented or borrowed with a driver; or (2) Any "auto" that is hired, rented or borrowed from your "employee" or any member of your "employee's" household. ° Coverage provided under this extension is excess over any other collectible insurance available at the time of "loss". 8. TOWING AND LABOR SECTION III - PHYSICAL DAMAGE COVERAGE, Paragraph A.2. Towing, is amended by the addition of the following: We will pay towing and labor costs incurred, up to the limits shown below, each time a covered "auto" classified and rated as a private passenger type, "light truck" or "medium truck" is disabled: a. For private passenger type vehicles, we will pay up to $75 per disablement. b. For "light trucks", we will pay up to $75 per disablement. "Light trucks" are trucks that have a gross vehicle weight (GVW) of 10,000 pounds or less. c. For "medium trucks" , we will pay up to $150 per disablement. "Medium trucks" are trucks that have a gross vehicle weight (GVW) of 10,001 -20,000 pounds. However, the labor must be performed at the place of disablement. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 3 of 7 9. PHYSICAL DAMAGE -ADDITIONAL TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. Coverage Extensions, Transportation Expenses of SECTION III - PHYSICAL DAMAGE COVERAGE, is amended to provide a limit of $50 per day and a maximum limit of $1,500. 10. RENTAL REIMBURSEMENT SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: a. We will pay up to $75 per day for rental reimbursement expenses incurred by you for the rental of an "auto" because of "accident" or "loss", to an "auto" for which we also pay a "loss" under Comprehensive, Specified Causes of Loss or Collision Coverages. We will pay only for those ex- penses incurred after the first 24 hours following the "accident" or "loss" to the covered "auto." b. Rental Reimbursement requires the rental of a comparable or lessor vehicle, which in many cases may be substantially less than $75 per day, and will only be allowed for the period of time it should take to repair or replace the vehicle with reasonable speed and similar quality, up to a maximum of 30 days. c. We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your tools and equipment from the covered "auto". This limit is excess over any other collectible insurance. d. This coverage does not apply unless you have a business necessity that other "autos" available for your use and operation cannot fill. e. If "loss" results from the total theft of a covered "auto" of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided under Paragraph 4. Coverage Extension. f. No deductible applies to this coverage. g. The insurance provided under this extension is excess over any other collectible insurance. If this policy also provides Rental Reimbursement Coverage you purchased, the coverage provided by this Enhancement Endorsement is in addition to the coverage you purchased. For the purposes of this endorsement provision, materials and equipment do not include "personal effects" as defined in provision 12.B. 11. EXTRA EXPENSE- BROADENED COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, we will pay for the expense of returning a stolen covered "auto" to you. The maximum amount we will pay is $1,000. 12. PERSONAL EFFECTS COVERAGE A. SECTION III -PHYSICAL DAMAGE COVERAGE, A. Coverage, is amended by adding the following: If you have purchased Comprehensive Coverage on this policy for an "auto" you own and that "auto" is stolen, we will pay, without application of a deductible, up to $600 for "personal effects" stolen with the "auto." The insurance provided under this provision is excess over any other collectible insurance. B. SECTION V -DEFINITIONS is amended by adding the following: For the purposes of this provision, "personal effects" mean tangible property that is worn or carried by an "insured." "Personal effects" does not include tools, equipment, jewelry, money or securi- ties. 13. ACCIDENTAL AIRBAG DEPLOYMENT SECTION III -PHYSICAL DAMAGE COVERAGE, B. Exclusions is amended by adding the following: If you have purchased Comprehensive or Collision Coverage under this policy, the exclusion for "loss" relating to mechanical breakdown does not apply to the accidental discharge of an airbag. Any insurance we provide shall be excess over any other collectible insurance or reimbursement by manufacturer's warranty. However, we agree to pay any deductible applicable to the other coverage or warranty. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 4 of 7 14. PHYSICAL DAMAGE DEDUCTIBLE -VEHICLE TRACKING SYSTEM SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, is amended by adding the following: Any Comprehensive Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the vehicle is equipped with a vehicle tracking device such as a radio tracking device or a global position device and that device was the method of recovery of the vehicle. 15. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, Paragraph a. of the exception to exclu- sions 4.c. and 4.d. is deleted and replaced with the following: Exclusions 4.c. and 4.d. do not apply to: a. Electronic equipment that receives or transmits audio, visual or data signals, whether or not de- signed solely for the reproduction of sound, if the equipment is: (1) Permanently installed in the covered "auto" at the time of the "loss" or removable from a housing unit that is permanently installed in the covered "auto"; and (2) Designed to be solely operated by use from the power from the "auto's" electrical system; and (3) Physical damage coverages are provided for the covered "auto". If the "loss" occurs solely to audio, visual or data electronic equipment or accessories used with this equipment, then our obligation to pay for, repair, return or replace damaged or stolen property will be reduced by a$100 deductible. 16. LOAN / LEASE GAP COVERAGE(Not Applicable In New York) A. Paragraph C. Limit Of Insurance of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by adding the following: The most we will pay for a "total loss" to a covered "auto" owned by or leased to you in any one "accident" is the greater of the: 1. Balance due under the terms of the loan or lease to which the damaged covered "auto" is subject at the time of the "loss" less the amount of: a. Overdue payments and financial penalties associated with those payments as of the date of the "loss"; b. Financial penalties imposed under a lease due to high mileage, excessive use or abnormal wear and tear; c. Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insur- ance purchased with the loan or lease; d. Transfer or rollover balances from previous loans or leases; e. Final payment due under a"Balloon Loan"; f. The dollar amount of any unrepaired damage which occurred prior to the "total loss" of a covered "auto"; ° g. Security deposits not refunded by a lessor; h. All refunds payable or paid to you as a result of the early termination of a lease agreement or as a result of the early termination of any warranty or extended service agreement on a covered "auto"; i. Any amount representing taxes; j. Loan or lease termination fees; or 2. The actual cash value of the damage or stolen property as of the time of the "loss". An adjustment for depreciation and physical condition will be made in determining the actual cash value at the time of the "loss". This adjustment is not applicable in Texas. B. Additional Conditions This coverage applies only to the original loan for which the covered "auto" that incurred the "loss" serves as collateral, or lease written on the covered "auto" that incurred the "loss". © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 5 of 7 C. SECTION V -DEFINITIONS is changed by adding the following: As used in this endorsement provision, the following definitions apply: "Total loss" means a "loss" in which the cost of repairs plus the salvage value exceeds the actual cash value. A "balloon loan" is one with periodic payments that are insufficient to repay the balance over the term of the loan, thereby requiring a large final payment. 17. GLASS REPAIR-WAIVER OF DEDUCTIBLE Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 18. PARKED AUTO COLLISION COVERAGE (WAIVER OF DEDUCTIBLE) Paragraph D. Deductible of SECTION III - PHYSICAL DAMAGE COVERAGE is amended by the addition of the following: The deductible does not apply to "loss" caused by collision to such covered "auto" of the private passenger type or light weight truck with a gross vehicle weight of 10,000 lbs. or less as defined by the manufacturer as maximum loaded weight the "auto" is designed to carry while it is: a. In the charge of an "insured"; b. Legally parked; and c. Unoccupied. The "loss" must be reported to the police authorities within 24 hours of known damage. The total amount of the damage to the covered "auto" must exceed the deductible shown in the Declarations. This provision does not apply to any "loss" if the covered "auto" is in the charge of any person or organization engaged in the automobile business. 19. TWO OR MORE DEDUCTIBLES Under SECTION III - PHYSICAL DAMAGE COVERAGE, if two or more company policies or coverage forms apply to the same "accident", the following applies to Paragraph D. Deductible: a. If the applicable Business Auto deductible is the smaller (or smallest) deductible, it will be waived; or b. If the applicable Business Auto deductible is not the smaller (or smallest) deductible , it will be reduced by the amount of the smaller (or smallest) deductible; or c. If the "loss" involves two or more Business Auto coverage forms or policies, the smaller (or smallest) deductible will be waived. For the purpose of this endorsement, company means any company that is part of the Liberty Mutual Group. SECTION IV -BUSINESS AUTO CONDITIONS is amended as follows: 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, Paragraph B.2. is amended by adding the following: If you unintentionally fail to disclose any hazards, exposures or material facts existing as of the incep- tion date or renewal date of the Business Auto Coverage Form, the coverage afforded by this policy will not be prejudiced. However, you must report the undisclosed hazard of exposure as soon as practicable after its discovery, and we have the right to collect additional premium for any such hazard or exposure. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 6 of 7 21. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT, OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is replaced in its entirety by the follow- ing: a. In the event of"accident", claim, "suit" or "loss", you must promptly notify us when it is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) Member, if you are a limited liability company; (4) An executive officer or the "employee" designated by the Named Insured to give such notice, if you are a corporation. To the extent possible, notice to us should include: (a) How, when and where the "accident" or "loss" took place; (b) The "insureds" name and address; and (c) The names and addresses of any injured persons and witnesses. 22. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us, is amended by the addition of the following: If the person or organization has in a written agreement waived those rights before an "accident" or "loss", our rights are waived also. 23. HIRED AUTO COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph B.7. Policy Period, Coverage Territory, is amended by the addition of the following: f. For "autos" hired 30 days or less, the coverage territory is anywhere in the world, provided that the "insured's" responsibility to pay for damages is determined in a"suit", on the merits, in the United States, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. This extension of coverage does not apply to an "auto" hired, leased, rented or borrowed with a driver. 24. PRIMARY AND NON-CONTRIBUTING IF REQUIRED BY WRITTEN CONTRACT OR WRITTEN AGREE- MENT The following is added to SECTION IV - BUSINESS AUTO CONDITIONS, General Conditions, B.5. Other Insurance and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". SECTION V -DEFINITIONS is amended as follows: 25. BODILY INJURY REDEFINED Under SECTION V -DEFINITIONS, Definition C. is replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including mental anguish, mental injury, shock, fright or death resulting from any of these at any time. © 2017 Liberty Mutual Insurance AC 85 01 06 18 Includes copyrighted material of Insurance Services Office Inc.,with its Permission. Page 7 of 7 Policy #01001616510 COMMERCIAL EXCESS LIABILITY POLICY PROVISIONS Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties, and what is covered and 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 an insured under the"underlying insurance".The words"we" and "us" refer to the Company shown in the Declarations. Other words and phrases that appear in quotation marks have special meanings.Refer to SECTION II--DEFINITIONS. SECTION I-COVERAGE A.INSURING AGREEMENT We will pay on behalf of the Named Insured those sums in excess of the"underlying insurance"that you become legally obligated to pay as damages because of injury or property damage to which this insurance applies,provided that the damages would be covered by the"underlying insurance(s)",but for the exhaustion of the applicable Limits of Insurance. This policy shall follow the terms,definitions,conditions and exclusions of the"primary insurance"and of any other "underlying insurance"only to the extent coverage is further limited or restricted by the terms and conditions of such other"underlying insurance";subject always to the policy period,policy limits,premiums and all other terms, definitions,conditions and exclusions of this policy. If any provisions of the"underlying insurance"conflict with any provisions of this policy,the provisions of this policy will apply. This policy will not,in any event,provide broader coverage than that provided by the"underlying insurance". The amount we will pay for damages shall not exceed the Limits of Insurance stated in Item 1 of the Declarations. B.DEFENSE,INVESTIGATION,SETTLEMENT 1. When the Limit of Insurance of"underlying insurance"have not been exhausted,the Company will have the right but not the duty to participate in the investigation,defense and settlement of claims or suits against you seeking damages because of injury or damage to which this insurance might apply.If a claim or suit is settled within the limits of insurance of the"underlying insurance(s)",no costs will be payable by the Company. 2. When the Limit of Insurance of"underlying insurance"are exhausted by payments of judgments,settlements, and any costs or expenses subject to such limit,we will have a duty to defend claims or suits to which this insurance applies. We may,at our discretion,investigate and settle any claims or suits however we will have no duty to defend an insured against any claim or suit seeking damages to which this insurance does not apply. No other duty,obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for elsewhere in this policy. 3. Subject to the above provisions,costs incurred by you without the written consent of the Company shall be paid by you. 4. When we assume the defense of any claim or suit against you that seeks damages covered by this policy,we will pay all costs to the extent that such payments are not covered elsewhere. CAX0001 0817 Page 1 of 11 5. If the"primary insurance"includes defense costs and expenses within the limits of insurance of those policy(ies),then any such payments we make are included within and will reduce the Limits of Insurance of this policy as shown in Item 1 of the Declarations. 6. We will have no duty to investigate,defend or settle claims or suits brought against you once the Limits of Insurance of this policy as stated in Item 1 of the Declarations are exhausted,or if claims or suits brought against you are excluded from coverage under this policy. SECTION II-DEFINITIONS 1. "Primary insurance"means the"underlying insurance"policy(ies)listed as"primary insurance"in the Schedule of Underlying Insurance forming a part of this policy. 2. "Underlying insurance(s)"-means: All policies or self insurance,including the"primary insurance",listed in the Schedule of Underlying Insurance and any replacements or renewals of them,provided that such replacement or renewal policy(ies)provide coverage equivalent to and afford limits of insurance equal to or greater than the policy(ies)being renewed or replaced. Policies purchased or issued for newly acquired or newly formed organizations shall not be more restrictive than any of the policies included in the Schedule of Underlying Insurance. If any"underlying insurance"is subject to a sublimit,this insurance shall not drop down as excess of such sublimit,however,the limit of insurance of the"underlying insurance"shall be recognized as depleted to the extent of the underlying insurer's payment of loss subject to such sublimit. SECTION III-EXCLUSIONS All exclusions in the"underlying insurance",will also apply to the Limits of Insurance and coverages available under this policy.If there are conflicts in the exclusions of the"underlying insurance"with any of the exclusions of this policy,the exclusions in this policy will apply. 1. Uninsured Motorists,Underinsured Motorists and No Fault This insurance does not apply to any liability,loss and/or damage,expense,costs,or defense arising out of any: a. Uninsured or Underinsured Motorist law;or b. No Fault Law,Automobile Medical Payments Coverage or similar act or law;or c. Any automobile accident reparation law. 2. Lead,Asbestos,Silica,Erionite This insurance does not apply to any claim or suit for any injury or damage,arising directly or indirectly out of, related to,or,in any way involving asbestos,lead,silica or erionite,including any expenses or any obligations to share damages with or repay anyone else who must pay damages from asbestos,lead,silica or erionite. This exclusion applies to: CAX0001 0817 Page 2 of 11 a. Any injury or damages of any type arising out of the inhalation,ingestion,exposure to,absorption of,or toxic substance from asbestos,lead,silica or erionite in any form or from any goods,products or structures containing same; b. The existence of asbestos,lead,silica or erionite in any form in occupancy or construction or the manufacture,sale,transportation,handling,storage,disposal,removal or degradation of same or goods or products containing asbestos,lead,silica or erionite; c. Any hiring, placement,supervision,training,retention,act,error or omission;or d. Any recommendations,requests or warnings,or,advice given or that should have been given,as well as any costs,including but not limited to abatement,mitigation,degradation,removal,containment,treatment, detoxification,neutralization or disposal of same or in any way respond to or assess the effects of asbestos, lead,silica or erionite. 3. Discrimination This insurance does not apply to any claim or suit for any injury or damage,arising directly or indirectly out of, related to,or,in any way involving discrimination of any kind,whether actual or alleged,nor to any expenses or obligation to share damages with or repay another who must pay damages from discrimination. 4. Employment Practices This insurance does not apply to liability for employment-related practices,regardless of allegations,nor to any expenses nor to any obligation to share damages with or repay anyone else who must pay damages from same including but not limited to: a. Refusal to employ or termination of employment; b. Discrimination,coercion,demotion,evaluation,reassignment,discipline,defamation,harassment in any form,humiliation or other employment related practices,policies,acts or omissions; c. Consequential injury as a result of a.or b.above. 5. Classification Limitation This insurance applies only to the operations that are described in the DESCRIPTION OF OPERATIONS shown on the Declarations page of this policy. 6. Duty To Defend Where there is no coverage under this policy,there is no duty to defend. 7. Professional Liability This insurance does not apply to professional liability,malpractice,errors,or omissions or acts of any type including rendering or failure to render any type of professional service nor to any expenses or any obligation to share damages with or repay anyone else who must pay damages from same,unless such Professional Liability coverage is specifically endorsed onto this policy or included as"underlying insurance". 8. Fiduciary This insurance does not apply to any claim or suit arising directly from or indirectly out of,related to,or,in any way involving: a. Coercion,conversion or misappropriation of the funds or property of others; b. Dishonest,fraudulent,criminal or malicious acts or omissions of the insured,or any partner or employee or any person for whom you are legally responsible;or c. Activities or operations performed in the capacity of a fiduciary. CAX0001 0817 Page 3 of 11 9. War This insurance does not apply to any claim or suit for any injury or damage,arising directly or indirectly out of, related to,or,in any way involving: a. Hostile or warlike action in time of peace or war,including any action in hindering,combating or defending against an actual impending or expected attack by: 1) Any government or sovereign power(de jure or de facto),or by any authority maintaining or using military,naval or air forces; 2) Military or naval or air forces,or 3) An agent of 1)or 2)above,it being understood that any discharge,explosion or use of any weapon of war employing nuclear fission or fusion,or biological,chemical or radiological discharge shall be conclusively presumed to be such hostile or warlike action by such a government,power,authority or forces. b. Insurrection,rebellion,revolution,civil war,usurped power,or action taken by governmental authority in hindering,combating or defending against such an event. 10.Prior Injury or Damage This insurance does not apply to injury or damage which begins or takes place before the inception date of this policy,regardless of whether or not such injury or damage is known to any insured;provided that when "primary insurance"applies on a claims-made basis,this insurance does not apply to injury or damage which begins or takes place before the retroactive date of this policy. If the retroactive date of this policy differs from that of any"underlying insurance",the retroactive date of this policy shall apply. This exclusion shall apply even though the nature and extent of such damage or injury may change and even though the damage or injury may be continuous,progressive,cumulative,changing or evolving,and even though the occurrence causing such injury or damage may be or may involve a continuous or repeated exposure to substantially the same general harm or condition. If you are a contractor,builder or developer the following also applies: All property damage to units of or within a single project or development and arising from the same general type of harm or condition,shall be deemed to occur at the time of damage to the first such unit,even though the existence,nature and extent of such damage may change and even though the occurrence causing such property damage may be or involve a continuous or repeated exposure to substantially the same general harm or condition which also continues or takes place(in the case of repeated exposure to the substantially the same general harm or condition)during the policy period of this policy. 11.Sublimited Coverages This insurance does not apply to liability arising out of any coverages shown in the Schedule of Underlying Insurance that have limits lower than the per occurrence or per claim limit,or the aggregate limits shown for that particular scheduled"underlying insurance". This exclusion applies regardless of the limits of insurance of the"underlying insurance"and whether or not those limits of insurance are part of,in addition to,or,separate from the limits of insurance of the"underlying insurance". 12. ERISA This insurance does not apply to any liability arising out of the Employee Retirement Income Security Act of 1974(ERISA)including any amendments thereto or any similar state,statutory or common law. CAX0001 0817 Page 4 of 11 13.Occupational Disease a. Any injury to any insured's employee(s)arising from an"occupational disease(s)";or b. Any injury to any person or any claims by any person that they sustained injury or the fear of sustaining injury arising out of any contact with,handling of,inhalation,absorption or exposure to any environmental, chemical,or toxic agent or substance including any dust or fumes there from arising out of the insured's operations. "Occupational disease(s)"means any physical or mental disease,condition or disability of any employee(s)of any insured arising out of the insured's operations or conditions of employment,including any disease, condition or disability from a repetitive operation or any contact with,handling of,inhalation,absorption or exposure to any environmental,chemical or toxic agent or substance including any dust or fumes there from arising out of the insured's operations. 14. Property in the Care,Custody or Control of Insured Property damage to property in the care,custody or control of any insured or the employee(s)of any insured, over which the insured or any of the insured's employees are for any purpose,exercising physical control. 15.Fungi and Bacteria Bodily injury or property damage that in any way,in whole or in part,arises out of,relates to or results from: a. Actual,alleged or threatened exposure to,consumption of,ingestion of,inhalation of,absorption of, existence of or presence of"fungi or bacteria"in any manner or form whatsoever; b. The actual or alleged failure to warn,advise or instruct related to"fungi or bacteria"in any manner or form whatsoever; c. The actual or alleged failure to prevent exposure to"fungi or bacteria"in any manner or form whatsoever; or d. The actual or alleged presence of"fungi or bacteria"in any manner or form whatsoever,in any place whatsoever,whether or not within a facility owned or used by the Named Insured,including the contents of such facility. This exclusion includes,but is not limited to,compliance with any request,demand,order,or statutory or regulatory requirement,or any other action authorized or required by law,or any other claim,demand,loss, cost,or expense arising out of,relating to or resulting from the investigation of,abating,testing for, monitoring,cleaning up,removing,containing,treating,detoxifying,neutralizing,remediating or disposing of, or in any way responding to,or assessing the effects of"fungi or bacteria",as well as any loss,costs,fees, expenses,penalties,judgments,fines,or sanctions arising out of,relating thereto or resulting from"fungi or bacteria". This exclusion does not apply to any"fungi or bacteria"that are intended to be on or contained in food or beverages intended for consumption. As used in this exclusion,"fungi or bacteria"include,without limitation,mold,mildew,yeast,spores, mycotoxins,endotoxins,or other pathogens,as well as any particulates or byproducts of any of the foregoing, either directly or indirectly. SECTION IV-LIMITS OF INSURANCE Regardless of the number of insureds under this policy,persons or organizations who sustain injury or damage or claims made or suits brought,the Company's liability is limited as follows: CAX0001 0817 Page 5 of 11 1. The Limit of Insurance under this policy applies only when the total applicable limits of the"underlying insurance"have been exhausted solely as a result of actual payment of claims for damages by the underlying insurer(s)including if applicable actual payments by the underlying insurer(s)of any costs or expenses incurred in the investigation or defense of any claim. 2. The Limit of Insurance shown in Item 1 of the Declarations as Each Occurrence is the most we will pay for damages because of bodily injury,property damage,personal and advertising injury arising out of any one occurrence or event. 3. The Limit of Insurance shown in Item 1 of the Declarations as the Annual Aggregate is the most we will pay for all damages. 4. If the applicable aggregate Limit of Insurance has been reduced by payments of claims or expenses to an amount that is less than the Occurrence limit stated in the Declarations,the remaining aggregate limit of insurance is the most that will be available for payment of damages arising out of any other occurrence. 5. The Limits of Insurance of this policy apply to the entire policy period shown in the Declarations. If this policy is extended after issuance for an additional period of less than 12 months,the additional period will be deemed part of the last preceding policy period for the purposes of determining the Limit of Insurance. SECTION V-CONDITIONS If any conditions of the"underlying insurance"conflicts with any conditions of this policy,the conditions of this policy will apply: 1. Maintenance of Underlying Insurance You will maintain the"underlying insurance"in full force and effect during the term of this policy,and agree to inform us within 30 days of any replacement or material change to that"underlying insurance"by the same or any other company. Even if you do not maintain the"underlying insurance"in full force and effect or if you fail to meet all conditions,terms and warranties of such"underlying insurance",this policy will apply as if those policies were available and collectible. The aggregate limits of the"underlying insurance"shall be unimpaired at the effective date of this policy and: a. If"underlying insurance"applies on an occurrence basis,for the purpose of the insurance provided by this policy,only occurrences taking place during the policy period of this policy shall be considered in determining the extent of any exhaustion of the underlying aggregate limits;or b. If"underlying insurance"applies on a claims-made basis,for the purpose of the insurance provided by this policy,only injury or damage taking place after the retroactive date shown in the Declarations of this policy and before the end of the policy period of this policy shall be considered in determining the extent of any exhaustion of the underlying aggregate limits. Even if replacement policies provide coverage with limits of insurance that are less than those indicated in the "underlying insurance"this policy will apply as if the terms,conditions and limits of the original "underlying insurance(s)"were still available and collectible,except insofar as this policy has been endorsed in writing to reflect such changes in the"underlying insurance". CAX0001 0817 Page 6 of 11 Your failure to comply with the foregoing shall not invalidate this policy,but in the event of such failure,we shall be liable under this policy only to the extent that we would have been liable if you complied. For the purposes of this policy,if the limit of insurance of any"underlying insurance"is not paid or collectible because of: a. The bankruptcy or insolvency of the underlying insurer(s)providing such"underlying insurance"; b. Any defense which the underlying insurer may assert;or c. The inability or failure for any reason of such underlying insurer(s)to comply with any of the obligations of its policy; then this policy shall apply(and amounts payable hereunder shall be determined)as if such"underlying insurance" was available and collectible. No statement contained in this condition limits our right to cancel or not renew this policy. 2. Other Insurance This insurance is excess over any other valid and collectible insurance whether primary,excess,contingent,or any other basis,except any other insurance written specifically to be excess over this policy. 3. Duties in the Event of an Occurrence,Claim or Suit You must see to it that we are notified as soon as practicable of an occurrence that may result in a claim for damages or suit under this policy.To the extent possible,notice should include: a. How,when and where the occurrence took place; b. The names,addresses,or any injured persons and any witnesses;and c. The nature and location of any injury or damage arising out of the occurrence. If a claim is made,or suit is brought against you,which is reasonably likely to involve this policy,you must notify us in writing.Written notice should be mailed to the Company at the address shown on the Declarations page of this policy. You and any other insured must: a. immediately send us copies of any demands,notices,summonses,or legal papers received in connection with the claim or suit;and b. authorize us to obtain records and other information;and c. cooperate with us in the investigation,settlement and defense of the claim or suit;and d. assist us upon our request,in the enforcement of any right against any person or organization that may be liable to you because of injury or damage to which this policy may apply. Except at your own cost,you will not voluntarily make payment,assume any obligation or incur any expense without our consent. 4. Transfer of Your Rights and Duties Under this Policy Your rights and duties under this policy may not be transferred without our written consent. If you die or are legally incapacitated,bankrupt or insolvent,your rights and duties will be transferred to your legal representative,but only while acting within the scope of duties as your legal representative.In any event, Notice of Cancellation sent to the first Named Insured as shown in the Declarations,and mailed to the address shown in this policy will be sufficient notice to effect cancellation of this policy. 5. Territory This insurance applies to occurrences that take place in the coverage territory as it is described below: a. The United States of America(including its territories and possessions),Puerto Rico and Canada; CAX0001 0817 Page 7 of 11 b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a.above;or c. All other parts of the world if the injury or damage arises out of: 1) Goods or products made or sold by you in the territory described in a.above; 2) The activities of a person whose home is in the territory described in a.above, but is away for a short time on your business;or 3) Personal and advertising injury offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in a suit on the merits, in the territory described in a.above. 6. Cancellation a. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. b. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: 1) Ten(10)days before the effective date of cancellation if we cancel for non-payment of premium;or 2) Thirty(30)days before the effective date of cancellation if we cancel for any other reason. c. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. If notice is mailed,proof of mailing will be sufficient proof of notice. d. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. e. If this policy is cancelled,we will send the first Named Insured any refund due subject to the minimum earned premium provisions of the policy. If we cancel for reasons other than non-payment of premium, the refund will be pro rata. If we cancel due to non-payment of premium or if the first Named Insured cancels,the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 7. Non-Renewal a. If we elect not to renew this policy we shall mail written notice to the first Named Insured at the address shown in the declarations. Such written notice of non-renewal shall be mailed at least thirty(30)days prior to the end of the policy period. b. If notice is mailed,proof of mailing will be sufficient proof of notice. 8. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent.This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. 9. Representations By accepting this policy,you agree that the statements in the Declarations are accurate and complete; those statements are based upon representations you made to us;and we have issued this policy in reliance upon your representations. 10.Terms,Conditions And Premiums The first Named Insured shown in the Declarations is responsible for the payment of all premiums and will be the payee for any return premiums we pay. On each renewal,continuation or anniversary of the effective date CAX0001 0817 Page 8 of 11 of the policy or on an annual basis,the Company will determine the rate and premium and may amend the terms and conditions of the policy in accordance with the rates and rules then in effect. 11.Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years afterward. 12.Service Of Suit In the event of the failure of the Company to pay any amount claimed to be due under this Policy,the Company will submit to the jurisdiction of any court of competent jurisdiction within the United States of America or Canada and will comply with all requirements necessary to give such court jurisdiction. All matters arising under this Policy shall be determined in accordance with the law and practice of such court. Service of process in any such suit may be made upon the President and Chief Executive Officer of the Company or his designee at the address shown on the Declarations of this Policy. In any suit instituted upon this contract and against the President and Chief Executive Officer of the Company or his designee,the Company will abide by the final decision of such Court or of any Appellate Court in the event of an appeal. The President and Chief Executive Officer of the Company or his designee is authorized and directed to accept service of process and will enter a general appearance on behalf of the Company in any such suit. Pursuant to any statute of any state,territory or district of the United States of America,the Company designates the Superintendent,Commissioner or Director of Insurance or other officer specified for the purpose in the statute,or his successors in office,as its true and lawful attorney upon whom may be served any lawful process in any action,suit or proceeding instituted by or on behalf of the insured or any beneficiary under this Policy arising out of this contract of insurance. The Company designates the above-named as the person to whom said officer is authorized to mail such process or a true copy of such process. 13.Transfer Of Rights Of Recovery Against Others To Us If any person or organization to or for whom we make payment under this Policy has rights to recover damages from another,those rights are transferred to us.That person or organization must do nothing after loss to impair them. At our request,the insured will bring suit or transfer those rights to us and help us enforce them. 14.Legal Action Against Us No one may bring a legal action against us under this Policy unless there has been full compliance with all of the terms of this Policy. No suit,action or proceeding for the recovery of any claim under this policy shall be • sustainable in any court of law or equity unless it is commenced within twelve(12)months next after discovery by the insured of the occurrence which gives rise to the claim,provided however,that if by the laws of the state within which this Policy is issued,such limitation is invalid then any such claims shall be void unless such action, suit or proceeding is commenced within the shortest limit of time permitted by the laws of such state. We will not be liable for damages that are not payable under the terms of this policy or that are in excess of the applicable Limit of Insurance. 15.Binding Arbitration All disputes under this policy shall be subject to binding arbitration as follows: a. All disputes over coverage or any rights afforded under this policy,including whether an entity or person is a Named Insured,an insured,an additional insured or the effect of any applicable statutes or common CAX0001 0817 Page 9 of 11 law upon the contractual obligations owed,shall be submitted to binding arbitration,which shall be the sole and exclusive means to resolve the dispute.Either party may initiate the binding arbitration. The arbitration forum and process shall be agreed to by the parties.In the event the parties cannot agree on an arbitration forum and process,the matter shall be submitted to the American Arbitration Association. The Arbitration shall be before a panel of three arbitrators,unless the parties agree to one arbitrator,all of whom shall have experience in insurance coverage of the type afforded by this policy.If the parties select a panel of three arbitrators,each party shall select an arbitrator and the chosen arbitrators shall select a third arbitrator. The American Arbitration Association shall decide any disputes concerning the selection of the Arbitrators.The potential arbitrators from which the arbitrators shall be selected shall not be confined to those provided by the American Arbitration Association. Each party shall bear the costs of its arbitrator and shall share equally the costs of the third arbitrator and arbitration process.In the event of a single arbitrator,the cost shall be shared equally by the parties.The decision of the arbitration is final and binding on the parties. b. All disputes regarding payment(s)owed under this policy for any deductible or premium,including but not limited to any audit premium,shall be settled by binding arbitration administered by the American Arbitration Association in accordance with the AAA Expedited Procedures.This arbitration shall be the sole and exclusive means to resolve the dispute.Either party may initiate the binding arbitration. Each party will provide relevant documents in support of its position.In order to eliminate undue burden and expense,there shall be no other discovery allowed.The arbitration will be based solely on the documents submitted by the parties and there shall be no in-person or oral hearing.The disputes shall be decided by a single arbitrator.The arbitrator's decision shall be accompanied by a reasoned opinion and shall be binding upon all parties. Any judgment or award rendered by the arbitrator may be entered in any court having jurisdiction to enforce such judgment or award. Each party shall bear its own costs and expenses and an equal share of the arbitrator's fee and any administrative fees associated with the arbitration. Except as may be required by law,neither a party nor the arbitrator may disclose the existence,content,or results of any arbitration hereunder without the prior written consent of both parties. Nuclear Energy Liability Exclusion 1. The insurance does not apply: A. Under any Liability Coverage,to bodily injury or property damage: (1)With respect to which an insured under the Policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters,Nuclear Insurance Association of Canada or any of their successors,or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability;or (2) Resulting from the"hazardous properties"of"nuclear material"and with respect to which(a)any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954,or any law amendatory thereof,or(b)the insured is,or had this policy not been issued would be,entitled to indemnity from the United States of America,or any agency thereof,under any agreement entered into by the United States of America,or any agency thereof,with any person or organization. B. Under any Liability Coverage,to bodily injury or property damage resulting from"hazardous properties"of "nuclear material",if: CAX0001 0817 Page 10 of 11 (1)The"nuclear material"(a)is at any"nuclear facility"owned by,or operated by or on behalf of,an insured or(b)has been discharged or dispersed therefrom; (2)The"nuclear material"is contained in"spent fuel"or"waste"at any time possessed,handled,used, processed,stored,transported or disposed of,by or on behalf of an insured;or (3)The bodily injury or"property damage"arises out of the furnishing by an insured of services,materials, parts or equipment in connection with the planning,construction,maintenance,operation or use of any"nuclear facility",but if such facility is located within the United States of America,its territories or possessions or Canada,this exclusion(3)applies only to"property damage"to such"nuclear facility" and any property thereat. 2. As used in this provision: "Hazardous properties"includes radioactive,toxic or explosive properties. "Nuclear material"means"source material","special nuclear material"or"by-product material". "Source material","special nuclear material",and"by-product material"have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. "Spent fuel"means any fuel element or fuel component,solid or liquid,which has been used or exposed to radiation in a"nuclear reactor". "Waste"means any waste material(a)containing"by-product material"other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material"content,and(b)resulting from the operation by any person or organization of any"nuclear facility"included under the first two paragraphs of the definition of"nuclear facility". "Nuclear facility"means: (a)Any"nuclear reactor"; (b)Any equipment or device designed or used for(1)separating the isotopes of uranium or plutonium, (2) processing or utilizing"spent fuel",or(3)handling,processing or packaging"waste"; (c)Any equipment or device used for the processing,fabricating or alloying of"special nuclear material" if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof,or more than 250 grams of uranium 235; (d)Any structure,basin,excavation,premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located,all operations conducted on such site and all premises used for such operations. "Nuclear reactor"means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. "Property damage"includes all forms of radioactive contamination of property. CAX0001 0817 Page 11 of 11