The URL can be used to link to this page

22-110.00 Intermax Networks: NEC Phone System 2022 22- 1 ID (1140 inter max NETWORKS INTERNET DATA AND VOICE COMMERCIAL-ENTERPRISE SERVICE AGREEMENT This INTERNET DATA AND VOICE COMMERCIAL-EN TERPRISE SERVICE AGREEMENT("Agreement") is entered into effective as of the 2Z day of ZV , 20 (the "Effective Date"), by and between Newmax, LLC, dba Intermax Networks, an Idaho limited liability company ("Intermax"), whose principal place of business is located at 7400 Mineral Drive, Suite 300, Coeur d'Alene, Idaho 83815 and , Ci7^t �F SPoivc 1/At.L.E'/ , (hereinafter referred to as "Customer"), whose principal place of business is located at /4.12Io E-So �F_� Spar.o•1�V,4Zi$s used in this Agreement, "Party" means either Customer or Intermax,as appropriate,and"Parties"means Customer and Intermax. This Agreement does not refer to any Information Technology,or Network Management services, or "Managed Services",or Data Center services offered through Intermax or any other vendor. ARTICLE 1-DEFINITIONS 1.1 Meaning of Terms. Terms have their normal or common meanings, except as otherwise defined in this Agreement: (a) Affiliate: An entity that controls, is controlled by, or is under common control with, either Intermax or Customer. "Control" is the ability to affect, directly or indirectly, the policies, management and operations of an entity through ownership of voting securities,by contract,or otherwise. (b) Agreement: This Agreement,including incorporated Addenda,Exhibits,Schedules,and other documents,as well as any Amendments made by the Parties. (c) Carrier Customer: A common carrier or other service provider to whom Customer furnishes telecommunications or related services using,in part,any Service provided under this Agreement. (d) Circuit: A telecommunications facility connecting two or more Customer locations. (e) Customer: The person, firm, corporation or other entity that orders Service and is responsible for the payment of all charges for Service, as well as compliance with applicable Agreement requirements. (f) Emergency Maintenance: Maintenance which, if not accomplished promptly by Intermax, could result in damage to Intermax's Network or a degradation or loss of Service to Customer,its End Users or other Intermax customers. (g) End User: Any person or entity receiving or using Service.An End User may be a person or entity to whom Customer (or its customer) provides telecommunications or related services that employ, in part,any Service provided under this Agreement. (h) Exhibit: A document that is appended to and made part of this Agreement and pertains to a particular product. (i) Governmental Charges: Charges,both retroactive and prospective,that Intermax is required or permitted to collect from Customers in connection with the furnishing of Service by Intermax.The charges result from the application, enforcement or interpretation of existing, new or revised laws or regulations, actions taken by federal, state, local or foreign regulatory authorities, or judicial acts or decisions (collectively, "Governmental Activity") that directly or indirectly impose costs on Intermax. Governmental Charges include,but are not limited to,those arising out of local,state,federal,foreign and third party actions, programs or requirements relating to Universal Service, number portability, TRS, E911, access, reciprocal compensation and franchising. (j) NDA:Non-Disclosure Agreement,which may be attached as an Exhibit to this Agreement. (k) Network: The telecommunications network of one of the Parties. (I) Off-Net Service: Service where one or more of the locations at which Service is provided is not served directly by Intermax's Network, thereby requiring that a portion of Service be furnished by a third party service provider.When Intermax provides Off-Net Service,the terms,conditions and pricing is done on an individual case basis("ICB")and will be subject to the requirements of the underlying service provider for that part of the Service it provides.Intermax will order service from the third party and will invoice Customer third party charges,but Intermax will not be responsible for the third party service provider's performance. Intermax Networks 7400 Mineral Drive,Suite 300,Coeur d'Alene,Idaho 83815 www.intermaxnetworks.com Coeur d'Alene 208-762-8065 inter max NETWORKS (m) On-Net Service:Service where all locations at which Service is provided are served directly by Intermax's Network,allowing the entire Service to be furnished by Intermax. (n) Planned Service Outage:A Service Outage caused by scheduled maintenance or by upgrades made to the Intermax Network. (o) Point of Presence (POP): A specific location within a Local Access Transport Area (LATA) where Service originates or terminates. (p) Point of Termination: A location at which Intermax's Service responsibilities end and Customer's or End User's responsibilities begin.A Point of Termination may be the demarc where Intermax and Customer interconnect at Customer Premises, a local exchange carrier's central office, a long-distance carrier's POP,or End-User sites identified on an ASR. (q) Premises: A physical address at which Service is provided and identified as a Point of Termination or Service location in a Schedule. (r) Schedule: A document made part of this agreement via both parties' signature. One which defines the service and related charges. Service specific performance metrics may be included. (s) Service: Intermax-provided telecommunications or related service described in an Exhibit,or a Schedule.Service may include entrance cables or drop wires terminating in an Intermax distribution panel (DSX)situated on Customer Premises. (t) Service Outage:An interruption or degradation of Service. (u) Taxes: Amounts Intermax is required or permitted by federal, state, local or foreign taxing authorities to collect from Customer in connection with the furnishing of Service.Taxes include,but are not limited to, personal property taxes on property used to provide Service and sales, use, receipts, telecommunications, excise, utility, or other similar transaction-based taxes, however designated, imposed directly on the Service or upon Intermax as a result of its provision of Service."Taxes" does not include any tax based on Intermax's net income,net worth,capital structure or payroll. ARTICLE 2-SERVICE;OBLIGATIONS/LIMITATIONS 2.1 Service. Intermax will provide,and Customer will receive, Service pursuant to the terms of 2 this Agreement. 2.2 Availability of Facilities. (a) Service is offered and furnished subject to the availability of all necessary facilities, including those acquired by Intermax from or through third parties.Intermax may limit or allocate Service,if necessary, due to facilities availability, taking into account Intermax's then-current and projected capacity and the reasonable expectations of its existing and future customers. (b) Except as expressly provided otherwise in an Exhibit or Schedule, Intermax, following the provision of reasonable notice to Customer,may: (1) alter the methods,processes or suppliers by or through which it provides Service; (2) discontinue furnishing a feature or supporting an application associated with Service; (3)change the facilities used to provide Service;or(4)substitute comparable Service for that being furnished to Customer. (c) Except as expressly provided otherwise in an Exhibit or Schedule, the facilities used to provide Service will be of Intermax's exclusive choosing. In no event will title to those facilities vest in Customer or others,unless specifically agreed to in a Schedule. 2.3 Access to Premises. Customer will provide Intermax, its agents or contractors with reasonable access to Customer and End User Premises to provision, inspect, maintain and repair Service or retrieve Intermax Service-related equipment situated on Customer or End User Premises. If access rights are not held by Customer,Customer will acquire them so that Intermax timely can perform these undertakings. 2.4 Worksite Conditions:Customer will make available commercially acceptable environments (electrical grounding, ventilation, etc.) to accommodate Services. As applicable, additional Worksite Conditions will be noted in a Schedule. 2.5 Delays;Non-performance.Intermax will not be liable to Customer or others with respect to any: (a) delay in meeting a Service Request Date; or(b) inability to provide Service after the Start of Service Date,except to the extent set forth in this Agreement. Rev. 02-2022 inter max NETWORKS 2.6 Customer Information.In addition to providing information necessary to provision Service, Customer must timely provide other information reasonably requested by Intermax relating, among other things,to Customer's financial standing or its application or use of Service. ARTICLE 3-BILLING;PAYMENT;FINANCIAL STANDING 3.1 Cost of Service. Cost for these services will be included on the Proposal Letter or document signed by the Customer and attached to this agreement for purposes of agreeing to services and price. 3.2 Billing.Monthly recurring charges are billed in advance;usage charges are billed in arrears; and non-recurring charges may be billed in advance or in arrears.If Service is made available on a day other than the first day of a monthly billing period,or if Service is discontinued on a day other than the last day of a monthly billing period,monthly recurring charges will be prorated for the monthly billing period. 3.3 Customer Payment Obligation. Except as provided in Section 3.6 or an Exhibit, Customer must pay all invoiced charges for Service without deduction or setoff within thirty(30) days of the date of an invoice ("Payment Period"). Unless otherwise permitted by Intermax, payment must be made by check or wire transfer in accordance with instructions provided by Intermax. If payment is made by check any restrictive endorsements or statements placed on checks will not be binding on Intermax. 3.4 Late Payments. (a) Interest. Except with respect to amounts disputed in good-faith by Customer, compounded interest shall accrue on invoiced charges not paid within the Payment Period as follows: (i) all sums remaining unpaid between one (1) and fifty nine (59) days after the expiration of the Payment Period shall accrue interest at the rate of one percent (1.0%) per month (or the maximum allowed by law, if less) from the expiration of the Payment Period until the date payment is made; and (ii) if such sums remain unpaid for sixty(60)or more days after the expiration of the Payment Period,such sums shall accrue interest at the rate of three percent(3%)per month(or the maximum allowed by law,if less)from the expiration of the Payment Period until the date payment is made. Interest due hereunder shall be referred to herein as the"Default Rate of Interest."In addition,Customer may be required to reimburse Intermax for all reasonable costs incurred in connection with collection activities,including attorneys'fees and court costs. 3 (b) Default Payments. In addition to the default interest set forth above, if Customer defaults in the payment of any sum due hereunder, Customer shall pay to Intermax Networks a late charge equal to five percent (5%) of the overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Intermax Networks will incur by reason of late payment of Customer. Acceptance of such late charge by Intermax Networks shall in no event constitute a waiver of Customer's default with respect to such overdue amount, nor prevent Intermax Networks from exercising any of the other rights and remedies granted hereunder. (c) Order of Application of Payments. All payments hereunder shall be applied first to fees, charges, including late charges,attorney's fees and costs,if any,then to interest and then to principal(with the oldest outstanding principal amounts being the first to be paid). 3.5 Customer Financial Standing. Intermax may request at any time information from a reporting agency to enable Intermax to assess Customer's credit history and current credit standing.Based on the information acquired or,otherwise,upon a determination by Intermax of a change in Customer's financial condition based on other considerations,Intermax may change its billing arrangement with Customer. 3.6 Bill Disputes. To dispute an invoice, Customer must notify Intermax by submitting its dispute as provided in Section 14.1, which must include billing information, Circuit number(s) and location(s), and any opened trouble ticket number(s), along with a full explanation of the basis of the disputed charges. Except as provided in an Exhibit, Customer, in good faith, may withhold the disputed amount up to twenty percent(20%) of the total amount of invoiced charges but,nevertheless,must pay the remainder of the invoice within the Payment Period. No charge may be disputed more than ninety(90) days after the date of the invoice on which a charge appears.Any Customer payment of a charge timely disputed and in the manner required will not deprive Customer of its right to dispute the charge. Intermax promptly will investigate Customer's claim with a view toward resolving the dispute within thirty (30) days of Intermax's receipt of Customer's notice. Following an investigation in which Customer co-operates with Intermax,Intermax may in good faith reject Customer's claim,in whole or in part,and will advise Customer of Rev. 02-2022 inter max NETWORKS the reason for its action. If the dispute is not resolved to Customer's satisfaction, the Parties may further address the dispute pursuant to Article 12. 3.7 Bill Dispute Consequences. If a disputed amount withheld by Customer is determined to have been a legitimate charge,interest at the Default Rate of Interest may be charged on the amount not paid within the original Payment Period,and Customer must pay the total amount due and owing within five (5) business days of its receipt of notice of the determination from Intermax. 3.8 Consequences of Non-Payment.If Customer does not make payment of invoiced charges in accordance with the provisions of this Agreement within ninety (90) days of the expiration of the Payment Period,Intermax may,at its option,do one or more of the following: (a)refuse to accept additional Schedules; (b) without further notice,suspend and/or disconnect Service furnished under this Agreement or any other service agreement until Customer has paid all past due amounts owed,with interest and late charges as set forth herein; (c) offset unpaid balances with amounts Intermax may owe Customer under any other agreement between the Parties; or (d) require weekly payments or a deposit of up to two (2) times Customer's aggregate monthly invoicing for the most recently invoiced monthly billing period. Service also may be suspended and/or disconnected for Customer's failure to comply with Section 3.8(d). Following any suspension or disconnection of Service for non-payment,Service will not be restored until Customer pays in full all charges then due,including any late fees,interest,collection costs,and the costs incurred by Intermax in restoring Service. In addition, Customer shall provide to Intermax satisfactory assurances of its ability to pay all charges during the remainder of the Service term.If Customer fails to timely make full payment of the charges due,Service will be terminated effective as of the date of suspension. 3.9 Special Construction or Acquisition. Notwithstanding anything to the contrary in this Agreement,if Intermax is required to specially construct or acquire telecommunications facilities from a third party, or both, in order to provide Service, and the costs thereof are not included in the Monthly Recurring Charge ("MRC") for the affected Service(s),the Parties will agree in writing on the charges applicable to the construction or acquisition prior to the undertaking of the activity by Intermax. If Customer cancels this Agreement or any Schedule involving special construction or acquisition after the acceptance of a Schedule but prior to the Start of Service Date, Customer must reimburse Intermax for all unpaid costs and expenses 4 incurred by Intermax in connection with the special construction or acquisition up to the time of cancellation. This payment obligation is in addition to any other rights and remedies Intermax may have at law,in equity, or as provided in this Agreement. ARTICLE 4-TAXES AND GOVERNMENTAL CHARGES 4.1 Applicability.Service charges do not include Taxes or Governmental Charges to be invoiced to Customer,as applicable,in connection with the furnishing of Service. 4.2 Payment and Other Obligations. Customer must pay existing and future Taxes and Governmental Charges and comply with new or revised terms and conditions imposed by Intermax as a result of Governmental Activity. If Intermax decides to impose a new or revised Governmental Activity charge or impose new or revised terms and conditions neither mandated by nor consistent with a Governmental Activity,Intermax will furnish Customer with at least thirty(30) days'notice of the new or revised charge or terms and conditions,and Customer may discontinue the affected Service,without any termination or other payment obligation (except for any charges owed for Service up to the time of termination or due third parties under Section 3.9), by furnishing Intermax written notice of its intent to discontinue the Service no later than thirty (30) days after receipt of Intermax's notice of the new or revised charges, terms or conditions. 4.3 Exemption Certificate. If Customer believes itself to be exempt from any Taxes or Governmental Charges,it must provide Intermax with a certificate demonstrating its eligibility for exemption. If the certificate is accepted,Intermax will cease imposing the applicable Taxes or Governmental Charges and, if such charges previously had been imposed and collected,Intermax will credit Customer in an amount equal to the charges paid by Customer during the ninety(90)day period immediately preceding the delivery of the accepted certificate,unless otherwise required by law or regulation. 4.4 Survival.Customer's obligation to pay Taxes and Governmental Charges under this Article 4 will survive the expiration or early termination of the Agreement. Rev. 02-2022 inter max NETWORKS ARTICLE 5-TERM AND TERMINATION 5.1 Term of Agreement.The initial term of the Agreement will commence on the Effective Date above,or actual Date of Service Installation and commencement of billing(whichever date is later) and will end (pt) months thereafter. The Agreement automatically will renew on a month-to-month basis unless one Party provides the other with written notice of its intent not to renew it at least ninety(90)days prior to the end of the initial term or at least sixty(60)days prior to the end of any renewal term.If a term of Service established in a separate addendum Schedule extends beyond the date of expiration of the Agreement, the affected Service will be provided in accordance with the term established in the Schedule pursuant to the terms of this Agreement as though it had remained in full force and effect Schedules will automatically renew on an annual basis unless the same notification timeframes are abided. 5.2 Termination of Agreement and Discontinuation of Service. Early Termination or Discontinuation.Unless otherwise agreed by the Parties in writing,Customer will be liable for 100%of the early termination charges under this Agreement for discontinuing Service prior to the expiration of a Service term. ARTICLE 6-WARRANTIES 6.1 The Parties. Each Party represents and warrants it is, and will remain, duly organized, validly existing,and in good standing under the laws of the place of its origin,and possesses all the authority necessary to enter into and perform its obligations under this Agreement 6.2 Intermax. Intermax represents and warrants that: (a) its On-Net Service is designed, installed, provided, and maintained in compliance with applicable legal requirements; and (b) it possesses, and will maintain,all licenses,approvals,registrations and certifications required by regulators or other third parties to furnish its Services to Customer. 6.3 Customer.Customer represents and warrants that: (a) services it furnishes to its End Users and Carrier Customers are designed,installed,provided,and maintained in compliance with applicable legal requirements and those established in this Agreement; (b) all Customer traffic handled by Intermax is 5 compliant with applicable legal requirements and those established in this Agreement; and (c) it possesses, and will maintain,all licenses,approvals,registrations and certifications required by regulators or other third parties to furnish its services. 6.4 Exclusion of Other Warranties. THE WARRANTIES SET FORTH IN SECTIONS 6.1-6.3 ARE IN LIEU OF ALL OTHER WARRANTIES,WRITTEN OR ORAL,STATUTORY,EXPRESS OR IMPLIED,INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE,NON-INTERFERENCE,AND NON-INFRINGEMENT. ARTICLE 7-DEFAULT AND REMEDIES 7.1 Default Events. A Party is in default under this Agreement if any of the following occurs (each an"Event of Default"): (a) A Party becomes insolvent, liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors,invokes any provision of law for the relief of debtors or initiates any proceeding seeking protection from its creditors;or (b) A Party violates any legal requirement relating to the provision or receipt of Service, and the violation is not remedied within thirty(30)days of receipt of written notice of the violation; (c) Except as may otherwise be provided in an Exhibit, a Party fails to perform a material obligation under this Agreement(other than the payment of money),and the failure is not remedied within thirty(30) days of receipt of written notice of the failure. Unless otherwise provided in an Exhibit or Schedule, any failure of Service resulting in Service Outage credits is not a default entitling Customer to terminate the affected Service or this Agreement;or (d) Customer fails to pay any amounts due hereunder, and the failure is not remedied within ten (10) days of written notice of the failure;provided,however,Intermax shall not be required to provide such notice more than two times in any twelve-month period and such failure to pay when due thereafter shall be deemed an Event of Default without notice. Rev.02-2022 (7... ante max NETWORKS 7.2 Default Remedies. Upon any Event of Default hereunder, the non-defaulting Party shall have the following remedies,to be exercised at its option,in addition to other remedies at law or in equity: (a) Termination for Non-Monetary Breach. In addition to remedies available at law or in equity,the non-defaulting Party may terminate this Agreement(including its Exhibits and Schedules,both implemented and pending), in whole or in part, for any Event of Default other than the failure to pay any sums due hereunder. (b) Termination for Failure to Pay. Upon any Event of Default arising from the failure to pay any sums due hereunder,Intermax shall have those remedies set forth in Section 3.7 hereof. (c) Early Termination Charges. A payment default or other default by Customer resulting in termination of this Agreement or any Service will entitle Intermax to collect from Customer applicable early termination charges,in addition to pursuing other available remedies. ARTICLE 8-CONFIDENTIAL INFORMATION,CPNI,AND REGULATORY POLICIES 8.1 Confidential Information. Each Party must protect the other's confidential information with the same degree of care used to protect its own confidential information,but in no event may less than a reasonable standard of care be used by either Party in connection with the preservation of the other Party's confidential information. 8.2 CPNI. Customer Proprietary Network Information ("CPNI") is Customer information acquired by Intermax from provisioning regulated telecommunications services to Customer.CPNI includes, among other things, Service identities, quantities and locations; information on how Service is being used; and Service billing information. A current version of the Intermax CPNI policy can be found at: www.intermaxnetworks.com,and is updated from time to time at that address, and customer agrees to the terms of that CPNI with their signature on this agreement. 8.3 REGULATORY POLICIES. Intermax keeps current copies of regulatory policies for review and download at: www.intermaxnetworks.com. Such current policies include: Privacy Policy; DMCA Policy; Acceptable Use Policy; and Website Terms and Condition are located there. From time to time as Federal and/or State regulations require, Intermax may update those policies and send notifications out. Details on 6 compliance and communication about those policies reside on the website, and by signing this agreement Customer affirms they have reviewed those policies. ARTICLE 9-INDEMNIFICATION 9.1 Intermax's Indemnification of Customer. Intermax will defend and indemnify Customer, its employees,directors,officers,and agents,from and against any suit,proceeding,or other claim brought by any person or entity(not a party to or an Affiliate of a party to this Agreement)that is caused by,arises from, or relates to: (a) damage to real or tangible personal property or personal injuries (including death) arising out of the gross negligence or willful act or omission of Intermax in the provision of Service;or(b) Intermax's violation of any of its representations and warranties under this Agreement. 9.2 Customer's Indemnification of Intermax. Customer will defend and indemnify Intermax, its employees,directors,officers and agents,from and against any suit,proceeding,or other claim brought by any person or entity(not a party to or an Affiliate of a party to this Agreement) that is caused by,arises from, or relates to: (a)damage to real or tangible personal property,personal injuries (including death)arising out of the gross negligence or willful act or omission of Customer in the use of the Service; (b) representations regarding the nature of Customer's traffic; (c) any use or resale of Service by Customer or others; or (d) Customer's violation of any of its representations and warranties under this Agreement. 9.3 Intellectual Property.If Service,by itself as provided by Intermax,becomes,or if Intermax reasonably believes it may become,the subject of a suit, proceeding or other claim by any person or entity (not a party to or an Affiliate of a party to this Agreement) that the Service directly infringes U.S. patent, trademark or copyright rights of such person or entity, Intermax at its own expense and option will: (a) procure the right to continue to provide Service; (b) modify or replace Service with a different one having substantially similar functionality; or (c) discontinue the Service and, as appropriate, refund to Customer a pro-rata portion of charges paid by Customer through the date of Service discontinuance. Rev.02-2022 ante max NETWORKS 9.4 Procedure.If a claim is made against Intermax or Customer,the Party in receipt of the claim ("Indemnified Party") will notify the other Party ("Indemnifying Party") in writing no later than sixty (60) days after learning of a potential claim.The Indemnifying Party will be entitled to assume sole control of the defense of the claim and all related settlement negotiations.The Indemnified Party will provide assistance, information and authority reasonably necessary to assist the Indemnifying Party. A Party may not settle a claim without the other's consent if the settlement would impose an obligation on,or require any admission by, the other Party. Failure of the Indemnified Party to provide notification of a claim will not relieve the Indemnifying Party of its obligations under this Agreement except to the extent the delay prejudices the Indemnifying Party. 9.5 Limitation.Sections 9.1 and 9.3 set forth the entire liability of Intermax,and Customer's sole and exclusive remedies,with respect to any claim subject to indemnification under this Agreement. 9.6 Survival.These indemnification obligations will survive this Agreement. ARTICLE 10-LIMITATION OF LIABILITY 10.1 Consequential Damages.Neither Party is liable to the other for any indirect,consequential, special, incidental, reliance, or punitive damages of any kind or nature whatsoever including, without limitation, any lost profits, lost revenues, lost savings or any other business loss including goodwill, loss of use of property, loss of data, cost of substitute performance equipment or services, downtime costs, and claims for damages or harm to business regardless of foreseeability or whether damages are caused by the negligence, willful misconduct, or wrongful act arising from or related to this Agreement. A Party's out-of- pocket costs for damages of the kinds specified in the preceding sentence that are recovered by a third party are indirect damages to such Party,and each Party releases the other Party and its Affiliates, as well as their respective officers, directors, managers, employees,and agents, from damages from such claim(s), except to the extent they constitute claims for which indemnification is due under Sections 9.1 and 9.2. 10.2 Service Credits and Liability Limits. Customer's sole remedy for any failure of Service is the right to receive Service Outage credits due under the Agreement. INTERMAX'S ENTIRE LIABILITY,AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR CLAIMS ARISING UNDER OR IN ANY WAY RELATED TO 7 THIS AGREEMENT(OTHER THAN FOR SERVICE FAILURES FOR WHICH SERVICE OUTAGE CREDITS WILL BE GIVEN AS SET FORTH ABOVE), IS LIMITED TO THE LESSER OF THE DIRECT DAMAGES ALLEGED AND PROVED BY CUSTOMER OR THE TOTAL AMOUNT PAID BY CUSTOMER FOR SERVICE DURING THE THREE (3) MONTHLY BILLING PERIODS IMMEDIATELY PRECEDING A CLAIM.The foregoing limitations apply to all causes of action and claims irrespective of their nature, including breach of contract, breach of warranty, strict liability,negligence,misrepresentation,or any other tort. ARTICLE 11-FORCE MAJEURE With the exception of payment of fees and charges due under this Agreement and except as otherwise expressly provided in this Agreement, neither Party shall be liable to the other Party under this Agreement for any delay or failure of performance resulting from any cause beyond such Party's reasonable control and without its fault or negligence,including without limitation,unusually severe weather conditions; earthquakes; floods; nuclear accidents; acts of God; epidemics; war, terrorist acts, riots, insurrections and civil disturbances;government regulations; acts of civil or military authorities or the public enemy; and fuel or energy shortages (collectively"Force Majeure"). The Parties agree that no labor dispute concerning the personnel and subcontractors of either Party will be considered a Force Majeure event. ARTICLE 12-DISPUTE RESOLUTION 12.1 Applicable Law and Venue. This Agreement will be governed by the laws of the State of Idaho without regard to choice of law principles.Any action arising out of or relating to this Agreement must be brought exclusively in state courts located in Kootenai County,Idaho,or in the United States District Court for the District of Idaho.Customer waives any right or entitlement to bring an action in other venues. 12.2 Litigation Election. Either Party may elect to litigate the following type of case or controversy: (a) an action seeking equitable relief; (b) a suit to compel compliance with this dispute Rev.02-2022 inter max NETWORKS resolution process; or (c) non-compliance with a Party's publicity obligations. Intermax may elect to litigate billing or payment disputes or collections matters. 12.3 Mediation.The Parties may elect to engage in non-binding mediation as a first alternative to litigation. Such an election must be mutual and reflected in a writing signed by both Parties.Each Party will bear its own costs in mediation and all third-party mediation costs will be shared equally between the Parties,unless otherwise agreed. ARTICLE 13-ASSIGNMENT 13.1 Assignability. Upon at least sixty (60) days written notice, either Party may assign this Agreement to an Affiliate without the prior written consent of the other Party. In connection with any assignment by Customer to an Affiliate,or a merger,reorganization or sale of all or substantially all Customer assets to a third party,the assignee must: (a)assume,in writing,all responsibilities and obligations under this Agreement; (b) be at least as creditworthy as Customer (as determined by Intermax in its reasonable discretion) as of the Effective Date of this Agreement; and (c) deliver to Intermax executed documents that are acceptable to Intermax and establish the terms of the Assignment. 13.2 Prior Agreement. If this Agreement is assigned to an entity that, prior to the assignment, had an agreement with Intermax, the service being provided will continue to be governed by that prior agreement,and the Service provided under this Agreement will be governed by this Agreement,each without reference to the other. ARTICLE 14-NOTICES 14.1 Bill Disputes. Customer must submit a dispute of any invoiced charge(s) electronically to: billing@intermaxteam.com and corporate@intermaxteam.com or such other address as Intermax may specify from time to time. 14.2 Service Discontinuation. Customer must submit a request to discontinue a Service to billing@intermaxteam.com or such other address as Intermax may specify from time to time. A request to discontinue Service will be effective no sooner than thirty(30)days after receipt thereof. 8 14.3 Other Matters.All other notices under this Agreement, including any notice pertaining to termination of this Agreement,must be in writing and delivered by overnight courier(e.g.,Federal Express, DHL) or certified mail, return receipt requested, or via electronic mail to the persons whose names and business addresses appear below.A notice will take effect on the date of its receipt by the receiving Party: If to Intermax: Newmax,LLC,dba Intermax Networks 7400 Mineral Drive,Suite 300 Coeur d'Alene,Idaho 83815 Attn:Mike Kennedy,President Email: mkennedy@intermaxteam.com If to Customer: C 1-ry of °Ok 1V f4iL��J "a ") . S'ex 6 06 f— Spok a�� LIi� y, W� 99 ZOb Attn: C.H/L Si i,✓c 44,1 f4'j)4 '� Email: C1)gi/1 b/' eQSp GWI//ey. c7�ej Intermax may change its address and point(s)-of-contact by notifying Customer by bill message insert,email or in accordance with the requirements established in this Article. Rev.02-2022 inter max NETWORKS ARTICLE 15-MISCELLANEOUS 15.1 Interpretation. This Agreement may not be construed or interpreted against either Customer or Intermax because that Party drafted, or caused its legal representative to draft, any of its provisions. 15.2 Order of Precedence. If there is an express inconsistency between a term in this Agreement,by itself,and a term in any Exhibit A, Schedule,or other contract document(including any Non- disclosure Agreement),the order of precedence,from the most to the least controlling,is the term contained in: (a) This Agreement; (b) The Exhibit A;and (c) The Schedule or other contract document(including any Non-disclosure Agreement). 15.3 Intermax Facilities, Equipment and Software. Intermax facilities, including equipment and software,used to provide any Service will remain the exclusive property of Intermax or its assignee,and nothing contained in this Agreement can be interpreted to convey to Customer any right,title or interest in the facilities,equipment or software,which will remain personal property even if attached to or embedded in realty.Customer may not remove or conceal any identifying plates,tags,or labels affixed to Intermax facilities or equipment, nor may Customer alter, or attempt to alter, software furnished as part of Service. Intermax may substitute or rearrange the facilities or equipment, or modify the software, so long as the quality of Service is not impaired by the changes.Upon termination of Service for any reason,Intermax will retrieve its facilities and equipment from Customer Premises or Customer,at its expense,will return to Intermax,within sixty (60) days of Service termination, all Intermax-provided facilities and equipment, along with any software and other information or materials provided by Intermax in connection with the furnishing of Service. The facilities, equipment, software or other materials retrieved or returned will be in the same condition as when initially delivered to Customer,normal wear and tear excepted.If Customer fails to return Intermax's property or allow for its retrieval, Customer must reimburse Intermax, upon demand, for the replacement cost of the facilities, equipment,software, and other information or materials provided,as well as any costs incurred by Intermax resulting from the Customer's failure to return Intermax's property. 9 15.4 Agency; Partnership; and Third Parties. Neither Party becomes the agent or legal representative of the other Party as a result of this Agreement (except where Customer signs a Letter of Authorization to port a phone number to execute on creating voice service),nor does it create a partnership or joint venture between the Parties. In addition, this Agreement confers no rights, benefits, or remedies of any kind on third parties including,without limitation,Customer's Carrier Customers and any End Users. 15.5 Waiver.No waiver of any provision in this Agreement will be binding unless in writing and signed by both Parties. The failure of a Party to insist on the strict enforcement of any provision of this Agreement will not constitute a waiver of the provision and all terms of the Agreement will remain in full force and effect. 15.6 Subsequent Agreement;Signatures;and Communication Methods. (a) Subsequent Agreement.No subsequent agreement between the Parties concerning Service will take effect or be binding unless made in writing and signed by both Parties. (b) Signatures. Any requirement for a signature in any document relating to this Agreement may be satisfied by a facsimile transmission of an original signature or by delivery of electronic mail in PDF or similar scanned format,or by an electronic symbol or process("e-signature")attached to or logically associated with this Agreement, including any component hereof,and executed or adopted by a person having the intent to sign the document. Any person completing, submitting or executing any such document on behalf of Customer by way of the Internet or other electronic or online means represents that he/she possesses the authority to act on Customer's behalf and any such documents so delivered to,and accepted by,Intermax will be binding on Customer. (c) Communication Methods. Neither electronic mail nor instant messaging (IM) will be a "writing" sufficient to modify the terms of the Agreement, although those methods of communication may be used otherwise in the performance of the Parties'obligations under this Agreement. 15.7 Entire Agreement. This Agreement sets forth the entire understanding of the Parties and supersedes prior or contemporaneous agreements,arrangements, or understandings,both written and oral, Rev.02-2022 l(�`' inter max NETWORKS with regard to Service. The Addenda, Exhibits, and other documents to which reference has been made are integrated parts of this Agreement. 15.8 Severability. If any provision of this Agreement is found to be invalid or unenforceable under applicable law,it will be ineffective only to the extent of its invalidity and will not affect the remaining provisions in this Agreement. 15.9 Non-Exclusivity. This Agreement is non-exclusive. Either Party may enter into similar arrangements with others. Intermax may, as part of its normal business undertakings, actively market its services in full and fair competition with Customer or its Carrier Customers. 15.10 Survival. The terms of this Agreement which, by their usage and context, are intended to survive this Agreement including, without limitation, the obligation to make payments for Service, will survive its expiration or termination. 15.11 Headings and Internal References. (a) Headings. The Article and Section headings in this Agreement, including all its incorporated documents,are for convenience only and may not be considered in interpreting the provisions in which they appear. (b) Internal References. Any plainly erroneous references or citations to Articles and Sections in this Agreement,including all its incorporated documents,will allow either Party to demonstrate to the reasonable satisfaction of the other Party the intended reference or citation based on logic,context and previous versions of contractual documents. ARTICLE 16-SERVICE LEVEL AGREEMENT This section comprises the Service Level Agreement (SLA) sets forth the service level and performance requirements to be provided to Customer for Service, defined as data transport, bandwidth, and/or internet provisioning services as described in an executed proposal. 16.1 Definition of Service Scope The service levels specified under this agreement are limited to devices and links operated by Intermax. Specifically excluded in this SLA are service level commitments covering switching devices,routing services, 10 and Internet connectivity provided by other parties. Specifically included are monitoring, notification, problem identification, and problem resolution services, such resolution being limited to devices and connectivity over which Intermax exercises control.The nature of the services being provided by I ntermax to Customer and covered by this Service Level Agreement are IP transport services and Internet connectivity and routing,in conjunction with a third-party upstream provider. 16.2 Definition of Outage Rate The percentage of time per month that the contracted for transport services are unavailable or fall below stated service level minimums, excluding planned outages for which prior notification has been provided to Customer,rounded to the nearest percentage point. 16.3 Service Capacity Intermax will provide Customer aggregate throughput of IP transport services as measured end-to-end across Intermax service links.Transmission capacities that remain below that amount for greater than 1 days shall be considered to be below SLA minimums for the entire time they remain below SLA minimums and will be added to the Outage Rate for the month. Inasmuch as commonly available web based"speed tests"are at best only an indicative measure of throughput, the definitive measure of throughput will be the industry standard"J-Perf'measurement tool should there be any dispute about the throughput provided. 16.4 SLA Remittance A. Service Outage Credit. Notwithstanding the Service Availability Objectives outlined above, in the event of a Service Outage, Customer shall be entitled to service outage credit per the table below ("Service Outage Credit"). For the purpose of measuring the Allowable Service Outage Credit,the duration of a Service Outage begins when Intermax records a trouble ticket number and ends when the Service is restored ("Service Outage Duration").Service Outage Duration is applicable to specific affected circuits and shall not be aggregated among circuits for purposes of determining Service Outage Credit. The maximum Service Outage Credit in a calendar month for any affected circuit shall not exceed 100%of the MRC for the affected circuit. Rev.02-2022 inte max NETWORKS B. Service Outage Duration Chart: Service Outage Duration Allowable Service Outage Credit Under five minutes None Between five minutes and one hour 10%of MRC of affected circuit Over one hour 20%of MRC of affected circuit 16.5 Issuance of Credits. In order to receive Service Outage Credit, Customer must (a) immediately report the Service Outage to Intermax Networks at(208)762.8065 or help@intermaxteam.com, and open a trouble ticket,and(b)make a written request for a credit within seven(7)days following the end of the month in which the Service Outage occurred. Upon receipt of Customer's request, Intermax will investigate the claim under the terms described in this Agreement. Credits will be granted only if Customer has afforded Intermax full and free access to Customer's premises for appropriate repairs, maintenance, testing and any other work in order to remedy the cause of the Service Outage. Service credits shall be deducted from the charges payable by Customer hereunder and shall be expressly indicated on the Customer invoice. 16.6 Chronic Service Outages. If Customer experiences three (3) or more Service Outages on the same circuit each lasting more than 60 (60) minutes in any thirty (30) day period, and the Service Outages are not Planned Outages, Customer may terminate the impacted Services without incurring early termination charges. In order to exercise a right to terminate under this Section, Customer must notify Intermax in writing that it is exercising its right under this Section within thirty (30) days after the event giving rise to a right of termination. Customer shall be deemed to have waived its right to terminate under this Section if it fails to provide the requisite notice of termination within such thirty(30)day period. 16.7 Monitoring. Intermax will monitor each"monitorable"link and switching device to ensure that the services being provided to Customer under this agreement are available and in working order on a "7x24x365" basis. Intermax will enable automated alarms for monitoring software to notify responsible parties should critical error conditions exist. Customer will be sent regularly scheduled bandwidth reports 11 from the monitoring device. 16.8 Service Administration. All monitoring applications and network services supporting this SLA will be operated and administered by Intermax on a 7x24x365 basis.Intermax will provide on-call staff from 7:45AM to 5:30PM during normal business days and provide a technical support number to reach on- call personnel out of business hours. 16.9 Planned Outages. Planned outages, if necessary, will be conducted during late evenings and/or weekends with a Seven (7) calendar day notification prior to service utilization times. Planned outages will include,but are not limited to the installation of upgrades, service packs and routine server or application configuration changes. Other planned outages may be necessary from time to time on ad hoc basis. Intermax will make every effort to notify Customer of such planned outages in advance of these outages,and temporary workarounds will be put in place if possible. Intermax has no control of outages caused by higher tier Direct Internet Access(DIA or'upstream')suppliers, but will notify Customer as notification from suppliers is received.Intermax reserves the right to block any IP range based on virus or denial of service attacks or any customer behavior that jeopardizes any Intermax services or as otherwise required by law.Intermax will not block any IP addresses without prior notification and will only do so as a last resort. 16.10 Response Time. Response Time refers to the time it takes for Intermax to begin working on a problem,not to resolve the problem. Severity Level definitions are per the following table: Severity Level Description Level 1 Basic connectivity is not available at a site or sites for 5 minutes or more, or is unavailable 2 or more times in the same hour,or is unavailable intermittently or repeatedly over a prolonged period of time.. Level 2 Service is available but does not meet the SLA. Rev.02-2022 ca-i, inter max NETWORKS Level 3 Requests by Customer for assistance with non-critical services. Severity Level Response Times: Level 1: Within 30 minutes of notification or monitoring alarm notification Intermax will begin work on the problem. If onsite service is required after remote repair efforts and operations take place during normal business hours Intermax personnel will arrive within 2 hours of initial notification.If notified outside of these hours,onsite service will arrive by 8:00am the next day. Level 2:Within 4 hours of speaking with any Intermax representative or upon first monitoring alarm notification, Intermax will begin to work on the problem. If onsite service is required Intermax personnel will arrive within 48 hours of initial notification. Intermax will make its best efforts to resolve on-site problems on weekends and holidays. Level 3:Intermax will respond on a time-available basis. 16.11 Hardware Configuration. In the event that a critical hardware device is impaired, Intermax has recovery plans to ensure minimal down time. Redundant hardware will be made available as needed. 16.12 Customer Service. Relevant information can be found in document titled: "Enterprise Customer MAC and Repair Process". 16.13 Amendments. Any modification to this SLA will be effective thirty(30)days after posting a notice of such changes accepted mutually by Customer and Intermax. 16.14 Disclaimers. The maintenance provided by Intermax shall include correction or a reasonable workaround for errors that materially and adversely affect the operation of the Service. Intermax shall have no obligation to correct errors not performed or authorized in writing signed by Intermax but shall work in good faith to do so whenever possible. Intermax shall not be responsible for performance below service level minimums as the result of third-party actions or other events or actions over which Intermax has no reasonable control. 12 16.15 Third Party Materials. Intermax is not required to provide any maintenance or error correction services in connection with connectivity services, hardware, equipment, or third-party software used by the Customer. 16.16 Exclusions. Time spent by Intermax personnel waiting for access to Customer premises is excluded from response time guarantees. Damage to Intermax equipment located on Customer premises that is outside of normal wear and tear is not covered by this Service Level Agreement. Intermax will work with Customer to restore service on a best-efforts basis. Rev.02-2022 inter max NETWORKS AGREED TO AND ACCEPTED BY: Newmax,LLC dba Intermax Networks BY: ' HORIZED SIGNATURE PRINT NAME PRINT TITLE DATE: -7/t.al, �L_ (Customer/Company Name) 13 BY: A 0 SIGNATURE Cg if< J. LAM L PRINT NAME PRINT TITLE DATE: 00r 22 Rev.02-2022 Intermax Networks f(ice' Quote Phone: (208) 762-8065 i n to r max 7400 N Mineral Drive, Suite 300 No.: 13149 Coeur d'Alene, ID 83815 NETWORKS Date: 5/12/2022 Prepared for: Prepared by: Matt Hill Chad Knodel Account No.: 18784 City of Spokane Valley Phone: (509) 720-5055 10210 E Sprague Avenue SpokaneValley, WA 99206 U.S.A. Quantity Item ID Description UOM Discount Sell Total 24.00 Voice-SIP Trunk Call Voice-SIP Trunk Call Path EA $0.00 $10.00 $240.00 Path 636.00 Voice-DIDs Voice-DIDs EA $0.00 $0.20 $127.20 4.00 Voice-Fax-T38 Voice-Fax-T38 EA $0.00 $24.95 $99.80 3.00 Voice-E911 Fees Voice-E911 Fees and Surcharge EA $0.00 $2.00 $6.00 and Surcharge Your Price: $473.00 Total: $473.00 Prices are firm until 6/22/2022 Terms: 60 Month Service Agreement Prepared by: Matt Hill, mhill@intermaxteam.com Date: 5/12/2022 ** 60 month agreement This quote is exclusivQ,-p any xe ees, and government charges that may apply. Accepted by: G, D mila' (�/fly AJa,u X Date: 0 7/ ?� quote.rpt Printed: 6/15/2022 2:33:20PM Page 1 Intermax Networks 61.7eiQuote Phone: (208) 762-8065 i n to r max 7400 N Mineral Drive, Suite 300 No.: 13146 Coeur d'Alene, ID 83815 NETWORKS Date: 5/12/2022 Prepared for: Prepared by: Matt Hill Chad Knodel Account No.: 18784 City of Spokane Valley Phone: (509) 720-5055 10210 E Sprague Avenue SpokaneValley, WA 99206 U.S.A. Quantity Item ID Description UOM Discount Sell Total 1.00 NEC SV9100E CP20 EA $0.00 $6,950.00 $6,950.00 Productivity Package 160.00 NEC SV9100 Essential EA $0.00 $30.00 $4,800.00 License. 144.00 NEC SV9100 - EA $0.00 $32.00 $4,608.00 Productivity License 1.00 NEC SV9100 CHS2U EA $0.00 $40.00 $40.00 Rack Mount Kit 18.00 NEC SV9100 - EA $0.00 $8.00 $144.00 Resource License 24.00 NEC SV9100 -SIP EA $0.00 $45.00 $1,080.00 Trunk Lic 1.00 NEC SV9100 -8-port EA $0.00 $230.00 $230.00 Digital Extension 1.00 NEC SV9100 -4-Port EA $0.00 $230.00 $230.00 Analog Station Blade 118.00 NEC SV9100 TEL EA $0.00 $26.00 $3,068.00 GIGABIT ETHERNET LIC 118 ITK-8LCX-1(BK)TEL EA $0.00 $280.00 $33,040.00 2.00 NEC SV9100 DT930 EA $0.00 $270.00 $540.00 IP 24-Button Color Display Phone 30.00 NEC SV9100 6-Key IP EA $0.00 $170.00 $5,100.00 Phone. 2.00 NEC SV9100 DCK EA $0.00 $185.00 $370.00 60-Key DSS 2.00 NEC SV9100 -AC-Z EA $0.00 $38.00 $76.00 Unit 5.00 NEC SV9100 -SWA 5-Year SWA EA $0.00 $500.00 $2,500.00 PSA Unit 110.00 Labor for HR $0.00 $124.00 $13,640.00 Washington. 16.00 Labor for After Hrs. HR $0.00 $150.00 $2,400.00 Washington. Your Price: $78,816.00 Sales Tax $3,766.56 SubTotal: $82,582.56 Total: $82,582.56 quote.rpt Printed: 6/15/2022 3:34:32PM Page 1 Quote No.: 13146 Date: 5/12/2022 Prices are firm until 6/22/2022 Terms: 50% Deposit Balance Net 30 Days Prepared by: Matt Hill, mhill@intermaxteam.com Date: 5/12/2022 This is a quote for the NEC SV9100 Communications server. It includes the following. - One 19" cabinet with power supply - 16-Port voicemail system. - 24-SIP trunks - 118 32-key desi-less IP phones - 30 - 6-key IP phones - 2 24- key IP phones with 60-Key DSS - 4 - Analog station ports - Additional licenses for 7 SIP devices - Polycom conference phones Intermax will provide on-site user training prior to installation and Admin training on programming the system. We will also have installer on-site after the installation to make sure the system is programmed and working correctly Intermax also provides free on-Site programming changes for 60 day's after the installation. Intermax has five certified technicians on staff. We offer 24 hr emergency service with a 2 hr response time. We also have a full line of back up parts on hand in our office. We also keep a back up of your database local in our office for disaster recovery. The NEC SV9100 system has a full 5-year warranty on all of the equipment. This quote is assuming that all the station cabling is in-place and there will not have to be any station cabling installed. Please call me with que on o oncerns at 509- 0•-7000 Accepted by: P. It P( Date: 06 2i 2 Z quote.rpt Printed: 6/15/2022 3:34:32PM Page 2 ® DATE(MM/DD/YYYY) A�/o CERTIFICATE OF LIABILITY INSURANCE 06/16/2022 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 Ryan Barnes NAME: James E Dickinson Insurance Inc PHO No,Extl: (208)773-0504 FAX,No): (208)773-2805 (A/609 N Syringa Street E-MAILDES: cyan@dickinsononline.com INSURER(S)AFFORDING COVERAGE NAIC# Post Falls ID 83854 INSURER A: Travelers of Rhode Island(TRI) 25682 INSURED INSURER B: Travelers C&S of Illinois 19046 Newmax LLC;DBA:Intermax Networks INSURER C: Travelers of Illinois(TIL) 25674 7400 N Mineral Dr INSURER D: Charter Oak Fire Ins Co 25615 Ste 300 INSURER E: Coeur D Alene ID 83815 INSURER F: COVERAGES CERTIFICATE NUMBER: 22-23 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 SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MMIDD/YYYY) (MM/DD/YYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 300,000 MED EXP(Any one person) $ 5,000 A 6804E629004 04/01/2022 04/01/2023 PERSONAL BADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIESES JECT PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO I I LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: Contractors Al Schedule $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ B - OWNED SCHEDULED BA8M500216 04/01/2022 04/01/2023 BODILY INJURY(Per accident) $ _ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) NBCR Hazards $ X UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ C EXCESS LIAB CLAIMS-MADE CUP5E419999 04/01/2022 04/01/2023 AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER , , D ANY PROPRIETOR/PARTNER/EXECUTIVE NIA UB9J380619 10/01/2021 10/01/2022 E.L.EACH ACCIDENT $ 1 000 000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ , DESCRIPTION OF OPERATIONS/LOCATIONS I 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 THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague AUTHORIZED REPRESENTATIVE Spokane Valley WA 99206 /1J� I 4 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 03/30/2023 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 rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER Regina Young NAME: FAX PHONE Haddock & Associates Insurance Services(208) 664-9783(208) 664-9870 (A/C, No): (A/C, No, Ext): E-MAIL reginay@haddockins.com ADDRESS: 1311 Northwood Center Court INSURER(S) AFFORDING COVERAGENAIC # Coeur d'AleneID83814Hartford Fire Insurance Company INSURER A : INSURED Trumbull Insurance Company INSURER B : NewMax, LLC, DBA: Intermax NetworksHartford Casualty Insurance Company INSURER C : dba Intermax Networks INSURER D : 7400 N Mineral Dr. #300 INSURER E : Coeur d' AleneID83815 INSURER F : CL2332421997 COVERAGESCERTIFICATE 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. ADDLSUBR INSRPOLICY EFFPOLICY EXP TYPE OF INSURANCELIMITS POLICY NUMBER LTR(MM/DD/YYYY)(MM/DD/YYYY) INSDWVD COMMERCIAL GENERAL LIABILITY 1,000,000 EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADEOCCUR$ PREMISES (Ea occurrence) 10,000 MED EXP (Any one person)$ AYY34UUNAC605504/01/202304/01/20241,000,000 PERSONAL & ADV INJURY$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 2,000,000 POLICYLOCPRODUCTS - COMP/OP AGG$ JECT $ OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY 1,000,000 $ (Ea accident) ANY AUTOBODILY INJURY (Per person)$ OWNEDSCHEDULED AYY34UENAC613504/01/202304/01/2024 BODILY INJURY (Per accident)$ AUTOS ONLYAUTOS HIREDNON-OWNEDPROPERTY DAMAGE $ (Per accident) AUTOS ONLYAUTOS ONLY $ UMBRELLA LIAB 5,000,000 OCCUREACH OCCURRENCE$ A EXCESS LIAB YY34RHUAC531704/01/202304/01/20245,000,000 CLAIMS-MADEAGGREGATE$ 10,000 DEDRETENTION$$ PEROTH- WORKERS COMPENSATION WA STOP GAP STATUTEER AND EMPLOYERS' LIABILITY Y / N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ A N / A 34UUANC605504/01/202304/01/2024 OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Spokane Valley, its officials, employees & agents are listed as Additional Insureds with respects th the Named Insured's operations on a Primary/NonContributory basis with Waiver of Subrogation applying. CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Spokane Valley 10210 E Sprague AUTHORIZED REPRESENTATIVE Spokane ValleyWA99206 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 03/30/2023 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 rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER Regina Young NAME: FAX PHONE Haddock & Associates Insurance Services(208) 664-9783(208) 664-9870 (A/C, No): (A/C, No, Ext): E-MAIL reginay@haddockins.com ADDRESS: 1311 Northwood Center Court INSURER(S) AFFORDING COVERAGENAIC # Coeur d'AleneID83814Hartford Fire Insurance Company19682 INSURER A : INSURED Trumbull Insurance Company27120 INSURER B : NewMax, LLCHartford Casualty Insurance Company29424 INSURER C : dba Intermax NetworksState Insurance Fund36129 INSURER D : 7400 N Mineral Dr. #300 INSURER E : Coeur d' AleneID83815 INSURER F : CL2332421997 COVERAGESCERTIFICATE 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. ADDLSUBR INSRPOLICY EFFPOLICY EXP TYPE OF INSURANCELIMITS POLICY NUMBER LTR(MM/DD/YYYY)(MM/DD/YYYY) INSDWVD COMMERCIAL GENERAL LIABILITY 1,000,000 EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADEOCCUR$ PREMISES (Ea occurrence) 10,000 MED EXP (Any one person)$ AYY34UUNAC605504/01/202304/01/20241,000,000 PERSONAL & ADV INJURY$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 2,000,000 POLICYLOCPRODUCTS - COMP/OP AGG$ JECT $ OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY 1,000,000 $ (Ea accident) ANY AUTOBODILY INJURY (Per person)$ OWNEDSCHEDULED BYY34UENAC613504/01/202304/01/2024 BODILY INJURY (Per accident)$ AUTOS ONLYAUTOS HIREDNON-OWNEDPROPERTY DAMAGE $ (Per accident) AUTOS ONLYAUTOS ONLY $ UMBRELLA LIAB 5,000,000 OCCUREACH OCCURRENCE$ C EXCESS LIAB YY34RHUAC531704/01/202304/01/20245,000,000 CLAIMS-MADEAGGREGATE$ 10,000 DEDRETENTION$$ PEROTH- WORKERS COMPENSATION STATUTEER AND EMPLOYERS' LIABILITY Y / N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ D N / A 67719410/01/202210/01/2023 OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ EL Each Accident$1,000,000 Washington Stop Gap A34UUANC605504/01/202304/01/2024EL Disease-EA Employee$1,000,000 EL Disease-Policy Limit$1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Spokane Valley, its officials, employees & agents are listed as Additional Insureds with respects th the Named Insured's operations on a Primary/NonContributory basis with Waiver of Subrogation applying. CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Spokane Valley 10210 E Sprague AUTHORIZED REPRESENTATIVE Spokane ValleyWA99206 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD 2.2 - t 10 A� �® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/Y) o2/z7/2024zoz4 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 Regina Young NAME: Acrisure Northwest AICNNo Ext : (208) 664-9783 FAX No): (208) 664-9870 E-MAIL ryoung@acrisure.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # 1311 Northwood Center Court Coeur d'Alene ID 83814 INSURER A: Trumbull Insurance Company 27120 INSURED INSURER B : Hartford Fire Insurance Compan 19682 INSURER C : State Insurance Fund 36129 NewMax, LLC INSURER D : dba Intermax Networks INSURER E : 7400 N Mineral Dr. #300 INSURER F : Coeur d'Alene ID 83815 COVERAGES CERTIFICATE NUMBER: CL2422723223 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 MAYBE 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 INSD WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERALLIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE FX OCCUR AZ ETSIIE PREMISES Ea occurrence 1,000,000 $ MED EXP (Anyone person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 A Y 34UUNAC6055 04/01/2024 04/01/2025 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY ❑JECT PRO ❑ LOC PRODUCTS - COMP/OPAGG $ 2,000,000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident_ $ 1,000,000 BODILY INJURY (Per person) $ X ANY AUTO A OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY Y 34UENAC6135 04/01/2024 04/01/2025 BODILY INJURY (Per accident) $ PROPER-ZDAMAGE Per accident $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 B EXCESS LIAB CLAIMS -MADE Y 34RHUAC5317 04/01/2024 04/01/2025 AGGREGATE $ 5,000,000 DE❑ I X RETENTION $ 10,000 $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA 677194 10/01/2023 10/01/2024 X STATUTE EORH E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ If yes, describe under DESCRIPTION OF OPERATIONS below EL Each Accident $1,000,000 A Washington Stop Gap 34UUNAC6055 04/01/2024 04/01/2025 EL Disease -Ea Employee $1,000,000 EL Disease -Policy Limit 1 $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Spokane Valley, its officials, employees & agents are listed as Additional Insureds with respects th the Named Insured's operations on a Primary/NonContributory basis with Waiver of Subrogation applying. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague AUTHORIZED REPRESENTATIVE Spokane Valley WA 99206 -\�}��,`��• ow C VcA @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organ izations : Location And Description Of Completed Operations Information needed to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". Form HC 20 13 03 21 (Ref cG 20 37 07 04) Page 1 of 1 © 2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) POLICY NUMBER: COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY ADDITIONAL INSURED AMENDMENT OF CONDITIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement. With respect to insurance provided to the person or organization shown in the Schedule of this Endorsement, Condition 4. Other Insurance is replaced by the following: 4. Other Insurance. If other valid and collectible insurance is available for a loss we cover under Coverages A and B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary and we will not seek contribution from other insurance available to the person or organization shown in the Schedule of this endorsement except when b. below applies. (1) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work;" (2) That is Fire Insurance for premises rented to you; or (3) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Coverage A (Section 1). When this insurance is excess, we will have no duty under Coverage A or B to defend any claim or "suit" that any other insurer has a duty to defend. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. b. Excess Insurance When this insurance is excess over other This insurance is excess over any of the other insurance, we will pay only our share of the insurance whether primary, excess, amount of the loss, if any, that exceeds the contingent or on any other basis: sum of: Form HC 24 08 11 94 Page 1 of 2 © 1995 The Hartford Insurance Group (Includes copyrighted material of Insurance Services Office with its permission. Copyright, Insurance Services Office, 1995) (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in the Excess Insurance provisions and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Page 2 of 2 Form HC 24 08 11 94 COMMERCIAL GENERAL LIABILITY COVERAGE FORM 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 stock insurance company member of The Hartford 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 V — Definitions. SECTION 1— COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice And Good Samaritan Coverage "Bodily injury" arising out of the rendering of or failure to render the following health care services by any "employee" or "volunteer worker" shall be deemed to be caused by an "occurrence" for: HG 00 01 09 16 Page 1 of 21 © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (1) Professional health care services such as: (a) Medical, surgical, dental, laboratory, x- ray or nursing services or treatment, advice or instruction, or the related furnishing of food or beverages; (b) Any health or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2) First aid services, which include: (a) Cardiopulmonary resuscitation, whether performed manually or with a defibrillator; or (b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: Page 2 of 21 HG 00 01 09 16 (a) Employment by the insured; or the handling, storage, disposal, (b) Performing duties related to the processing or treatment of waste; conduct of the insured's business; or (c) Which are or were at any time (2) The spouse, child, parent, brother or sister transported, handled, stored, treated, of that "employee" as a consequence of disposed of, or processed as waste by Paragraph (1) above. or for: This exclusion applies: (i) Any insured; or (1) Whether the insured may be liable as an (ii) Any person or organization for employer or in any other capacity; and whom you may be legally responsible; (2) To any obligation to share damages with or repay someone else who must pay (d) At or from any premises, site or damages because of the injury. location on which any insured or any contractors or subcontractors working This exclusion does not apply to liability directly or indirectly on any insured's assumed by the insured under an "insured behalf are performing operations if the contract". "pollutants" are brought on or to the f. Pollution premises, site or location in connection (1) "Bodily injury" or "property damage" with such operations by such insured, arising out of the actual, alleged or contractor or subcontractor. However, threatened discharge, dispersal, seepage, this subparagraph does not apply to: migration, release or escape of (i) "Bodily injury" or "property damage" "pollutants": arising out of the escape of fuels, (a) At or from any premises, site or lubricants or other operating fluids location which is or was at any time which are needed to perform the owned or occupied by, or rented or normal electrical, hydraulic or loaned to, any insured. However, this mechanical functions necessary for subparagraph does not apply to: the operation of "mobile equipment" (i) "Bodily injury" if sustained within a or its parts, if such fuels, lubricants building and caused by smoke, or other operating fluids escape fumes, vapor or soot produced by from a vehicle part designed to or originating from equipment that hold, store or receive them. This exception does not apply if the is used to heat, cool or dehumidify "bodily injury" or "property damage" the building, or equipment that is arises out of the intentional used to heat water for personal discharge, dispersal or release of use, by the building's occupants or the fuels, lubricants or other their guests; operating fluids, or if such fuels, (ii) "Bodily injury" or "property damage" lubricants or other operating fluids for which you may be held liable, if are brought on or to the premises, you are a contractor and the owner site or location with the intent that or lessee of such premises, site or they be discharged, dispersed or location has been added to your released as part of the operations policy as an additional insured with being performed by such insured, respect to your ongoing operations contractor or subcontractor; performed for that additional (ii)"Bodilyinjury"or "property damage" p pert y g insured at that premises, site or sustained within a building and location and such premises, site or caused by the release of gases, location is not and never was fumes or vapors from materials owned or occupied by, or rented or brought into that building in loaned to, any insured, other than connection with operations being that additional insured; or performed by you or on your behalf (iii) "Bodily injury" or "property damage" by a contractor or subcontractor; or arising out of heat, smoke or fumes iii "Bodilyinjury" "property or " ro damage" () y p p y g from a "hostile fire"; arising out of heat, smoke or fumes (b) At or from any premises, site or from a "hostile fire"; or location which is or was at any time (e) At or from any premises, site or used by or for any insured or others for location on which any insured or any contractors or subcontractors working HG 00 01 09 16 Page 3 of 21 directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: Page 4 of 21 HG 00 01 09 16 (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work'; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury'. p. Access or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, HG 00 01 09 16 Page 5 of 21 public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Employment -Related Practices "Bodily injury" to: (1) A person arising out of any "employment — related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any "employment -related practices" are directed. This exclusion applies: (1) Whether the injury -causing event described in the definition of "employment - related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. r. Asbestos (1) 'Bodily injury" or "property damage" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard'; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". s. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and j. through n. do not apply to damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit' seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our Page 6 of 21 HG 00 01 09 16 discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement". g. Quality Or Performance Of Goods — Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. i. Infringement Of Intellectual Property Rights (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, trade dress, service mark or other designation of origin or authenticity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of. - (a) Copyright; (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. of the definition of "personal and advertising injury" under the Definitions Section. HG 00 01 09 16 Page 7 of 21 For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury' arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution -Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Internet Advertisements And Content Of Others "Personal and advertising injury" arising out of: (1) An "advertisement" for others on your web site; (2) Placing a link to a web site of others on your web site; (3) Content, including information, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or (4) Computer code, software or programming used to enable: (a) Your web site; or (b) The presentation or functionality of an "advertisement" or other content on your web site. q. Right Of Privacy Created By Statute "Personal and advertising injury" arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti -Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other securities. t. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Page 8 of 21 HG 00 01 09 16 u. Employment -Related Practices "Personal and advertising injury" to: (1) A person arising out of any "employment — related practices'; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment -related practices" are directed. This exclusion applies: (1) Whether the injury -causing event described in the definition of "employment - related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. v. Asbestos (1) "Personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". w. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of HG 00 01 09 16 Page 9 of 21 any insured, if benefits for the "bodily injury' are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract",- d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Page 10 of 21 HG 00 01 09 16 Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II —WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a) Subparagraphs (1)(a), (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1)(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only HG 00 01 09 16 Page 11 of 21 with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally Page 12 of 21 HG 00 01 09 16 undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person(s) or organization(s) from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or HG 00 01 09 16 Page 13 of 21 (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard". f. Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products -completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (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. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section III — Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV — Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard"; and c. Damages under Coverage B. 3. Products -Completed Operations Aggregate Limit The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products - completed operations hazard". 4. Personal And Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2, or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and Page 14 of 21 HG 00 01 09 16 b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit'; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insureds Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written HG 00 01 09 16 Page 15 of 21 contract or written agreement that this insurance is primary and_ non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or the additional insured is a partnership; (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or the additional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess overany of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also Page 16 of 21 HG 00 01 09 16 primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to HG 00 01 09 16 Page 17 of 21 impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement' means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; 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 the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment -Related Practices" means: a. Refusal to employ that person; b. Termination of that person's employment; or c. Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. Page 18 of 21 HG 00 01 09 16 11."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work", or your fulfilling the terms of the contract or agreement. 12. "Insured contract' means: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to Premises Rented To You Limit described in Section III — Limits of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f, does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 11"Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14."Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained HG 00 01 09 16 Page 19 of 21 primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 16."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication, in any manner, of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Prod ucts-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products - Page 20 of 21 HG 00 01 09 16 completed operations are subject to the General Aggregate Limit. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from; computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 21."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24."Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. HG 00 01 09 16 Page 21 of 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - AS REQUIRED BY WRITTEN CONTRACT - OPTION V This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION II —WHO IS AN INSURED, Paragraph 6. Additional Insureds When Required by Written Contract, Written Agreement or Permit, Subparagraph f. Any Other Party is deleted and replaced with the following: A. Any other person or organization who is not an additional insured under Paragraphs a. through e. above and has not been added as an additional insured by separate endorsement under this Coverage Part, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" as described in Paragraph (1), (2), or (3) below, whichever applies: (1) If the "written contract" specifically requires you to provide additional insured coverage to that person or organization by the use of the Additional Insured — Owners, Lessees or Contractors endorsement CG 20 10 11 85, or Additional Insured — Owners, Lessees or Contractors — Scheduled Person Or Organization endorsement CG 20 10 10 01, or the Additional Insured — Owners, Lessees or Contractors - Completed Operations endorsement CG 20 37 10 01, then such person or organization is an additional insured, but only with respect to liability arising out of "your work" to which the "written contract" applies; or (2) If the "written contract" specifically requires you to provide additional insured coverage to that person or organization by the use of: a. The Additional Insured — Owners, Lessees or Contractors — Scheduled Person or Organization endorsement CG 20 10 07 04 or CG 20 10 04 13, the Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 07 04 or CG 20 37 04 13, or both of such endorsements with either of those edition dates; or b. Either or both of the following: the Additional Insured — Owners, Lessees or Contractors — Scheduled Person Or Organization endorsement CG 20 10, or the Additional Insured —Owners, Lessees or Contractors —Completed Operations endorsement CG 20 37, without an edition date of such endorsement specified; then such person or organization is an additional insured, but only with respect to liability caused, in whole or in part, by "your work" to which the "written contract" applies; or (3) If neither Paragraph (1) nor (2) above ap- plies, then the person or organization is an additional insured only if, and to the extent that, the injury or damage is caused by "your work" to which the "written contract" applies. B. The insurance afforded to the additional insured under this endorsement: (1) Applies only if the "bodily injury" or "property damage" occurs, or the "personal and advertising injury" offense is committed: (a) During the policy period; and (b) Subsequent to the execution of the "written contract"; and (c) Prior to the expiration of the period of time that the "written contract" requires such insurance be provided to the additional insured; and (d) Only to the extent permitted by law; and (e) Will not be broader than that which the "written contract" requires. C. The following additional exclusion applies to any person or organization that qualifies as an additional insured under this endorsement: (1) This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Form HS 30 06 03 17 Page 1 of 2 © 2017. The Hartford (a) The preparing, approving, or failing to If any of the other insurance does not prepare or approve maps, shop permit contribution by equal shares, we drawings, opinions, reports, surveys, will contribute by limits. Under this field orders, change orders, designs or method, each insurer's share is based specifications; or on the ratio of its applicable limit of (b) Supervisory, inspection, architectural or insurance to the total applicable limits of engineering activities. insurance of all insurers. D. SECTION IV — COMMERCIAL GENERAL LIABLIITY CONDITIONS, Paragraph 4. Other Insurance, Paragraph b. Excess Insurance, Subparagraph (7) When You Add Others As An Additional Insured To This Insurance is deleted and replaced with the following: (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this endorsement for this Coverage Part. (a) Primary Insurance This insurance is primary if you have agreed in the "written contract" that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Paragraph (c) below. This insurance does not apply to other insurance to which the additional insured has been added as an additional insured. (b) Primary And Non -Contributory To Other Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured under this endorsement is a Named Insured under such other insurance; and (ii) You have agreed in the "written contract" that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured. (c) Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. E. With respect to insurance provided to the person or organization that is an additional insured under this endorsement, SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim or Suit is amended to include the following: The additional insured must tender the defense and indemnity of any claim or "suit" to any other insurer or self -insurer whose policy or program applies to a loss we cover under this endorsement. However, if the "written contract" requires this insurance to be primary and non- contributory, then this provision does not apply to insurance to which the additional insured is the Named Insured. F. The insurance provided to the additional insured does not apply to "bodily injury", "property damage" or "personal and advertising injury" included in the "products -completed operations hazard", unless the "written contract" specifically requires such coverage be provided for the additional insured. If additional insured coverage during the "products -completed operation hazard" is required by the "written contract", then such coverage will be provided for either: (1) The number of years as required by the "written contract", but in no event greater than the applicable state's statute of repose; or (2) If the "written contract" is silent on the number of years required for "products - completed operations coverage", then such coverage will be provided for 2 years from the date this policy expires, cancels or terminates. G. Only for the purpose of this endorsement, "written contract" means a written contract or written agreement that requires you to include a person or organization as an additional insured on this Coverage Part, provided that: a. The "bodily injury", "property damage" or "personal advertising injury" is caused by an "occurrence" or offense during the policy period; and b. The "written contract" was executed prior to the inception of the policy period and in effect during such "bodily injury", "property damage" or "personal advertising injury". All other terms and conditions in the policy remain unchanged. Page 2 of 2 Form HS 30 06 03 17 COMMERCIAL AUTOMOBILE HA99161221 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED Paragraph .1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add the following: d. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. Form HA 99 16 12 21 e. Employees as Insureds (1). Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. f. Lessors as Insureds (1). The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (a) The agreement requires you to provide direct primary insurance for the lessor and (b) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. g. Additional Insured if Required by Contract (1) When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." The insurance afforded to any such additional insured applies only if the "bodily injury" or "property damage" occurs: (a) During the policy period, and (b) Subsequent to the execution of such written contract, and © 2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Page 1 of 5 (c) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. 2. Primary and Non -Contributory if Required by Contract Only with respect to insurance provided to an additional insured in A.1.g. - Additional Insured If Required by Contract, the following provisions apply: (1) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (2) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in SECTION IV - Business Auto Conditions, B. General Conditions, Other Insurance 5.d. 3. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The SECTION IV- Business Auto Conditions, B. General Conditions, 5. OTHER INSURANCE Condition is amended by adding the following: e. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. Page 2 of 5 Form HA 99 16 12 21 4. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000-1 (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 6. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 7. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 8. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 9. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b. Section III, Physical Damage Coverage, Limit of Insurance, Paragraph C.2. is amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: Form HA 99 16 12 21 Page 3 of 5 (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equipment. c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 10. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 11. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 12. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 13. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 15. HIRED AUTO - COVERAGE TERRITORY SECTION IV, BUSINESS AUTO CONDITIONS, PARAGRAPH B. GENERAL CONDITIONS, 7. - POLICY PERIOD, COVERAGE TERRITORY - is added to include the following: (6) For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 16. WAIVER OF SUBROGATION Paragraph 5. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS A. Loss Conditions is amended by adding the following: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 17. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS, C. is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 18. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. Page 4 of 5 Form HA 99 16 12 21 19. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b. The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a. A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b. A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 20. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Form HA 99 16 12 21 Page 5 of 5 fCORK€PS' OMFENSATIO. Policy Number: 677194 INSURED NewMax, LLC dba Intermax Networks 7400 N Mineral Dr #300 Coeur d'Alene ID 83815 Agent: 200 Haddock Company Inc 1311 N Northwood Center Ct Coeur D Alene, ID 83814-2658 (208) 664-9783 ENDORSEMENT- UW520 THIS ENDORSEMENT CHANGES THE POLICY TO WHICH IT IS ATTACHED AND IS EFFECTIVE ON THE DATE ISSUED UNLESS OTHERWISE STATED WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We Will not enforce our right against the person or organization named in the schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us). This agreement shall not operate directly or indirectly to benefit anyone not named in the schedule. Schedule 1. Waiver Type i— Specific Waiver/ Specific Job in Favor of: Job Description: OR F Blanket Waiver Any person or organization for whom the named insured has agreed by written contract to furnish this waiver. 2. Premium The premium charge for this endorsement shall be $250.00 for a specific waiver and $250.00 for a blanket waiver. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 10/01/22 Policy No: 677194 Endorsement No. Insured: NewMax, LLC dba Intermax Networks Premium $250.00 Insurance Company: State Insurance Fund WORKERS COMPENSATION AND EMPLOYERS LIAB►i1TY POLICY MOO 04 14 A 0 Copyrght 201$ Nabonai Cowic4 on Compensation Insurance, Inc, AN Rghn Reserved, (Ed 1-19) PO Box 83720 - Boise. II) 83?20-0014 • 208-332-2100 - -."-.-%%•.idahosif.org