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HomeMy WebLinkAbout22-231.01 InnoviaFoundationCLFRGrantCONTRACT AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SPOKANE VALLEY AND INNOVIA FOUNDATION Spokane Valley Contract #22-231.01 For good and valuable consideration, the legal sufficiency of which is hereby acknowledged, City and the Innovia Foundation (the "FIRM") mutually agree as follows: 1. Purpose: This Amendment is for the Contract for systematically addressing education disparities within the City of Spokane Valley school systems by and between the Parties, executed by the Parties on January 11, 2023, and which terminates on December 31, 2026. Said contract is referred to as the "Original Contract' and its terms are hereby incorporated by reference. 2.Original Contract Provisions: The Parties agree to continue to abide by those terms and conditions of the Original Contract and any amendments thereto which are not specifically modified by this Amendment. 3. Amendment Provisions: This Amendment is subject to the following amended provisions, which are either as follows, or attached hereto as Appendix "A". All such amended provisions are hereby incorporated by reference herein and shall control over any conflicting provisions of the Original Contract, including any previous amendments thereto. 4. Compensation Amendment History: This is Amendment #1 of the Original Contract. The history of amendments to the compensation on the Original Contract and all amendments is as follows: Date Compensation Original Contract Amount January 11, 2023 $1,000,000.00 Amendment # 1 to be executed NA Total Amended Compensation �$1,000,000.00 The parties have executed this Amendment to the Original Contract this _1 day of October, 2023. CITY OF SP KANE VALLEY: CONSULTANT / CONTRACTOR: nhD CEO o Ho an 0 Print name: S City Man ger Title: APPROVED AS TO FORM: f e of the City ttorney APPENDIX "A" 1. The source of the funding from the City of Spokane Valley for the Agreement is changed from CFDA# 21.027 - Coronavirus State and Local Fiscal Recovery Fund to the City's General Fund. The remainder of the contract, including but not limited to reporting requirements, milestones, and deliverables remain unchanged. For clarity, the purpose of this amendment is only to change the City's funding source of the award to be from the City's General Fund and make the necessary changes in the contract's language to effectuate that change. The following amendments are made to memorialize this change: • Sections 9 and 10 on page one (the "face sheet") is changed to read: Not Applicable. • Section 13 of the face sheet is amended to read as follows: 13. Contract Purpose & Description: The City of Spokane Valley is utilizing general government funds for this Grant Award to the Innovia Foundation for the Statement of Work listed in Exhibit A. • SECTION NO. 5 COMPLIANCE WITH LAWS is amended to read as follows: The FIRM and the CITY agree that all activity pursuant to this AGREEMENT will be performed in accordance with all applicable current federal, state and local laws, rules and regulations. If the FIRM is a recipient of federal financial assistance, FIRM shall comply with all applicable state and federal statutes, regulations, executive orders and guidelines, including but not limited to the following: A. FIRM shall comply with the Americans with Disabilities Act (ADA) of 1990, Public Law 101-336, 42 U.S.C. 12101 et seq. and its implementing regulations also referred to as the ADA 28 CFR Part 35. The ADA provides comprehensive civil rights protection to individuals with disabilities in the areas of employment, public accommodations, state and local government services and telecommunications. B. FIRM shall solely comply with any and all applicable federal, state and local laws, regulations, executive orders, OMB Circulars and/or policies and the CITY will not be responsible for determining FIRM's compliance. This obligation includes, but is not limited to: nondiscrimination laws and/or policies, Energy Policy and Conservation Act (PL 94-163, as amended), the Americans with Disabilities Act (ADA), Age Discrimination Act of 1975, Title VI of the Civil Rights Act of 1964, Civil Rights Act of 1968, the Robert T. Stafford Disaster Relief and Emergency Assistance Act, (PL 93-288, as amended), Ethics in Public Services (RCW 42.52), Covenant Against Contingent Fees (48 CFR Section 52.203-5), Public Records Act (RCW 42.56), Prevailing Wages on Public Works (RCW 39.12), State Environmental Policy Act (RCW 43.21C), Shoreline Management Act of 1971 (RCW 90.58), State Building Code (RCW 19.27), Energy Related Building Standards (RCW 19.27A), Provisions in Buildings for Aged and Handicapped Person (RCW 70.92), and safety and health regulations. FIRM shall comply with all applicable federal/state non-discrimination laws, regulations and policies and the CITY will not be responsible for determining FIRM's compliance. No person shall on the grounds of age, race, creed, color, sex, sexual orientation, religion, national origin, marital status, honorably discharged veteran or military status, or disability (physical, mental or sensory) be denied the benefits of, or otherwise be subjected to discrimination under any project, program, or activity, funded in whole or in part, under this AGREEMENT. 2 In the event of noncompliance or refusal to comply with any applicable law, regulation, executive order, OMB Circular or policy by FIRM, the CITY may rescind, cancel or terminate the AGREEMENT in whole or in part, at the CITY's sole discretion. FIRM is responsible for all costs or liability arising from its failure to comply with application laws, regulations, executive orders, OMB Circulars or policies. • SECTION NO. 11: COMPENSATION/REIMBURSEMENT/INVOICING PROCEDURES subsection C is amended to read as follows: C. FIRM will submit quarterly data submissions to the CITY. Quarterly submissions to the CITY will occur on a calendar quarter basis. FIRM will submit monthly or quarterly reimbursement requests to the CITY by detailing the expenditures for which reimbursement is sought. Payment for the expenditures will only occur if the request is submitted with the appropriate supporting documentation, including, but not limited to timesheets and time/effort certifications. Requests for reimbursement and quarterly data report submissions shall be emailed directly to CITY Finance Department to accountspavableC-spokanevalleywa.aov or in such other manner as agreed in writing by the PARTIES. • SECTION NO 13• INDEPENDENT AUDIT REQUIREMENTS is amended (note that subsection 1 and 2 below were both mistakenly labeled 1 in the Original Contract) to read as follows: 1. FIRM shall have an annual independent fiscal audit conducted of its financial statement and condition, regarding the performance of the Agreement. 2. FIRM shall submit its audit report, including any "Management Letter" and/or all other correspondences referred to in the audit report, along with FIRM's response to the audit and a corrective action plan, if any, no later than six (6) months after the end of FIRM's fiscal year. FIRM hereby consents to CITY's inquiry of independent auditor, upon request by the CITY. 3. Failure to engage auditors and provide proof of such engagement shall be considered contractual non- performance and may result in corrective action and withholding of payment. • SECTION NO 14• SINGLE AUDIT ACT REQUIREMENTS is amended to read as follows: The City is not utilizing federal funds for reimbursement pursuant to this AGREEMENT. Should the FIRM be receiving federal funds from any other source, they shall comply with the single or program -specific audit requirements as applicable in conformance with 2 CFR Part 200 Subpart F. • SECTION NO. 17: AMENDMENTS AND MODIFICATIONS subsection B is amended to read as follows: B. The CITY reserves the right to make changes in the Work, including alterations, modifications or reductions therein and/or or additions or supplementations thereto. Upon receipt by FIRM of the CITY's notification of a contemplated change, FIRM shall (1) if requested by the CITY, provide an estimate for the increase or decrease in cost due to the contemplated change, (2) notify the CITY of any estimated change in the completion date, and (3) advise the CITY in writing if the contemplated change shall affect FIRM's ability to meet the completion dates or schedules of this AGREEMENT. • SECTION NO. 23: PROCUREMENT is amended to read as follows: F5 FIRM shall comply with any applicable procurement requirements of 2 CFR Part 200.318 through 200.326 and all of FIRM's procurement policies and procedures. • SECTION NO.24: EQUIPMENT, REAL PROPERTY, AND SUPPLY MANAGEMENT (IF APPLICABLE): The FIRM is responsible for following any applicable local, state, and federal laws and regulations related to the inventorying and management of supplies or equipment purchased using these funds. • SECTION NO. 43: MONITORING is amended to read as follows: Monitoring activities performed by the CITY may include, but are not limited to: a. Review of financial and performance reports; and b. Review of reimbursement requests and supporting documentation, including time sheets as well as time and effort certifications, and quarterly data reports. FIRM is required to pass on this monitoring language in all subcontract awards and to perform all monitoring activities regarding any sub -recipient. • Any references in the Statement of Work (EXHIBIT A) and attachment thereto (Attachment A-1) in the Original Contract that refers to the City's funding source as American Rescue Plan (ARP) finding or State and Local Fiscal Recovery Funds (SLFRF) are hereby deleted. 4 22_ 2',3 1. ,' V, .fi ,c' 1' X./ ��..1111 INNOFOU-01 ,,— v • .;WHEELER ACORO" DATE(MMlDDIYYYY) �� CERTIFICATE OF LIABILITY INSURANCE 10/17/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Acrisure Northwest Partners Insurance Services,LLC jacNno,Eat):(800)442-1281 FAX No):(425)291-5100 19401 40th Ave W,Suite 440 Lynnwood,WA 98036 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:National Fire Insurance Co of Hartford 20478 INSURED INSURER B:Travelers Property Casualty Company of America 25674 Innovia Foundation INSURER C:Valley Forge Insurance Company 20508 818 W Riverside Ave,Suite 650 INSURER 0:Aspen Specialty Insurance Company 10717 Spokane,WA 99203 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POUCY EFF POLICY EXP LIMITS LTR INSO ',WOIMMIDOIYYYYI (M 1 A X COMMERCIAL GENERAL UABILIT( EACH OCCURRENCE S 2,000,000 CLAIMS-MADE X OCCUR 701 3683269 10/15/2024 10/15/2025 DAMAGE TO R ogrli 1,000,000 X X PREMISES(Ea occurrence) .S MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY dECT LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER WA STOP GAP $ '1,000,000 A AUTOMOBILE UABILnY i COMBIINEDt SINGLE LIMIT(Ea acciden $ 1,000,000 ANY AUTO .7013683269 10/15/2024 10/15/2025 BODILv INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) S qqEE -O'M'I PROPERTY DAMAGE X AUTOS ONLY X AUUTOS ON DY (Per accident) S B X UMBRELLA UAB X OCCUR EACH OCCURRENCE $ 1,000,000 EXCESS LIAR CLAIMS-MADE CUP8W42235A 6/8/2024 6/8/2025 AGGREGATE S 1,000,0001 DED X RETENTIONS 5,000 $ C WORKERS COMPENSATION STATUTEPER OOTH AND EMPLOYERS'LIABILITY 17013501022 1/17/2024 1/17/2025 1,000,000 OFFICEOPRIM80ER EXCLUDED ECUTIVE ER Y!N NIAE L EACH ACCIDENT ,S (Mandatory in NH) E L DISEASE-BA EMPLOYEE S 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E L DISEASE-POUCY LIMIT S D E&O GCT-1219846-02 11/3/2024 11/3/2025 'Prof.Liability 1,000,000 DESCRIPTION OF OPERATIONS!LOCATIONS!VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) The certificate holder is additional insured per the attached endorsement#SB14693G 1019. Waiver of subrogation per the attached endorsement#SB14693G 1019. Primary&non-contributory coverage per the attached endorsement#S614693G 1019. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof SpokaneValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E.Sprague Ave Spokane Valley,WA 99206 AUTHORIZED REPRESENTATIVE n ACORD 25(2016/03) 01988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ,60 INNOFOU-01 CWHEELER A` QRO CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 1 1/1 8/2025 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 Acrisure West Insurance Services, LLC 1950 W Corporate Way #1 NONTACT PHONE FAX A/C, No, Ext : AIC, No): E-MAIL ADDRESSO Anaheim, CA 92801-5373 INSURERS AFFORDING COVERAGE NAIC # INSURER A: Transportation Insurance Company 20494 INSURED INSURERB: National Fire Insurance CO Of Hartford 20478 INSURER C : Travelers Property Casualty Company of America 25674 Innovia Foundation INSURER D : Valle Forge Insurance Company 20508 818 W Riverside Ave, Suite 650 Spokane, WA 99203 INSURER E: Aspen Specialty Insurance Company 10717 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR X X 7013683269 10/15/2025 10/15/2026 EACH OCCURRENCE 2,000,000 DAMAGE TO RENTED $ 1,000,000 MED EXP (Any oneperson) $ 10,000 PERSONAL & ADV INJURY 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY D JECT LOC OTHER: GENERAL AGGREGATE 4,000,000 PRODUCTS -COMP/OPAGG $ 4,000,000 WA STOP GAP 1,000,000 B AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED �( NON -OWNED AUTOS ONLY AUTOS ONLY 7013683269 10/15/2025 10/15/2026 COMBINED SINGLE LIMIT Ea n 1,000,000 BODILY INJURY Per person) BODILY INJURY Per accident X PROPERTY DAMAGE Per accident C X UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE CUP8W42235A 6/8/2025 6/8/2026 EACH OCCURRENCE $ 1,000,000 M AGGREGATE 11000,000 DED I X I RETENTION $ 5,000 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE 8E.L. FFICER/M AMBER EXCLUDED? Aandatory m NH) If yes, describe under DESCRIPTION OF OPERATIONS below N I A 7013501022 1 /17/2025 1 /17/2026 X PER OTH- EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ E E&O CPL-SED617E-P1024 11/3/2024 11/3/2025 Prof. Liability 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) The certificate holder is additional insured per the attached endorsement #SB14693G 1019. Waiver of subrogation per the attached endorsement #SB14693G 1019. Primary & non-contributory coverage per the attached endorsement #SB14693G 1019. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valle ty P y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E. Sprague Ave Spokane Valley, WA 99206 AUTHORIZED REPRESENTATIVE A% ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA SB 146932G (Ed. 10-19) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured — Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1.e. Prima — Noncontributory provision 1.b. Definition of "written contract" 2. Additional Insured — Extended Coverage II. Liability Extension Coverages A. Bodily Injury — Ex ended Definition B. Broad Knowledge of Occurrence C. Estates, Legal Representatives and Spouses D. Fellow Employee First Aid E. Legal Liability — Damage to Premises F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising Injury — Broadened Eviction H. Waiver of Subrogation — Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED — BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract' to provide insurance, 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, subject to the following additional exclusions; 1. The insurance afforded the vendor 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 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 SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 1 of 7 SB 146932G (Ed. 10-19) 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: (1) The exceptions contained in Subparagraphsd. orf.; or (2) 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. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury' or 'property damage" included within the "products - completed operations hazard' is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract.' 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract;' b. Coverage broader than required by such 'written contract' and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for 'bodily Injury" or "property damage" included within the 'products -completed operations hazard.' But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.1. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these g premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. b. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability for "bodily injury," "property damage" or "personal and advertising injury" as co- owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury,' 'property damage," or "personal and advertising injury' as grantor of a franchise to you. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 2 of 7 SB 146932G (Ed. 10-19) d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury,' "property damage' or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such 'bodily injury' or "property damage' or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for 'bodily injury,' "property damage' or 'personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury,' "property damage' or 'personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such 'bodily injury' or 'property damage" or the offense giving rise to such 'personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury,' 'property damage' or 'personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury," 'property damage' or "personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) 'Bodily injury', 'property damage' or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury' or "property damage" included within the "products -completed operations hazard.' With respect to this provision's requirement that additional insured status must be requested under a 'written contract," we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 3 of 7 SB146932G (Ed. 10-19) I. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organization's liability for 'bodily injury,' 'property damage," or "personal and advertising injury' caused by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through I. above. Such additional insured is an insured solely for "bodily injury,' "property damage' or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products -completed operations hazard." But this provision (2) does not apply to such "bodily injury' or "property damage' if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract'; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE 1. With respect only to additional insured coverage provided under paragraphs A. and B. above: a. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a 'written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. b. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: (1) Is currently in effect or becomes effective during the term of this policy; and (2) Was executed prior to: (a) The 'bodily injury' or 'property damage;' or (b) The offense that caused the "personal and advertising injury'; for which the additional insured seeks coverage. 2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who is An Insured is amended to make the following natural persons insureds. If the additional insured is: a. An individual, then his or her spouse is an insured; SSI46932G (10-19) Copyright, CNA All Rights Reserved. Page 4 of 7 SB146932G (Ed. 10-19) b. A partnership or joint venture, then its partners, members and their spouses are insureds; c. A limited liability company, then its members and managers are insureds; d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are insureds; or e. Any type of entity, then its employees are insureds; but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of: (1) "Bodily injury" or "personal and advertising injury' to any fellow employee or to any natural person listed in paragraphs a. through d. above; (2) "Property damage" to property owned, occupied or used by their employer or by any fellow employee; or (3) Providing or failing to provide professional health care services. Il. LIABILITY EXTENSION COVERAGES It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily injury— Expanded Definition Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: 'Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above 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 an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer' or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 5 of 7 SB146932G (Ed. 10-19) D. Fellow Employee First Aid Coverage In the section entitled Who Is An Insured, paragraph 2.a.1. is amended to add the following: The limitations described in subparagraphs 2.a.1.(a), (b) and (c) do not apply to your 'employees' for 'bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co -'employee" or 'volunteer worker' that becomes necessary while your "employee" is performing duties in the conduct of your business. Your "employees" are hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees' whose duties in your business are to provide professional health care services or health examinations. E. Legal Liability — Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 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 any real property on which you or any contractors or subcontractors working directly or indirectly in 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. 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 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: a (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to 'property damage" included in the 'products - completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising Injury: Exclusions c, d, e, f, g, h, i, k, 1, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 6 of 7 SB 146932G (Ed. 10-19) 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of: a. $1,000,000; or b. The Damage to Premises Rented to You Limit shown in the Declarations. F. Personal and Advertising Injury— Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of; (a) The insured; or (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising Injury is amended to add the following additional exclusions: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16)Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: 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. H. Waiver of Subrogation — Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932G (10-19) Copyright, CNA All Rights Reserved. Page 7 of 7 UMBRELLA EXCESS FOLLOW -FORM AND UMBRELLA LIABILITY INSURANCE THIS POLICY, INPART, PROVIDES FOLLOW -FORM LIABILITY COVERAGE. COVERAGE WILL APPLY ON A CLAIMS -MADE BASIS WHEN FOLLOWING CLAIMS -MADE UNDERLYING INSURANCE. COVERAGE WILL APPLY ON A DEFENSE -WITHIN -LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words "you" and "your" refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II — WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI — DEFINITIONS. SECTION I — COVERAGES A. COVERAGE A — EXCESS FOLLOW -FORM LIABILITY 1. We will pay on behalf of the insured those sums, in excess of the "applicable underlying limit", that the insured becomes legally obligated to pay as damages to which Coverage A of this insurance applies, provided that the "underlying insurance" would apply to such damages but for the exhaustion of its applicable limits of insurance. If a sublimit is specified in any "underlying insurance", Coverage A of this insurance applies to damages that are in excess of that sublimit only if such sublimit is shown for that "underlying insurance" in the Schedule Of Underlying Insurance. 2. Coverage A of this insurance is subject to the same terms, conditions, agreements, exclusions and definitions as the "underlying insurance", except with respect to any provisions to the contrary contained in this insurance. 3. The amount we will pay for damages is limited as described in SECTION III — LIMITS OF INSURANCE. 4. For the purposes of Paragraph 1. above: a. The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance will be considered to be reduced or exhausted only by the following payments: (1) Payments of judgments or settlements for damages that are covered by that "underlying insurance". However, if such "underlying insurance" has a policy period which differs from the policy period of this Excess Follow -Form And Umbrella Liability Insurance, any such payments for damages that would not be covered by this Excess Follow -Form And Umbrella Liability EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 1 of 22 UMBRELLA Insurance because of its different policy date provision, the retroactive date for period will not reduce or exhaust the Coverage A of this insurance is the same as applicable limit of insurance stated for the retroactive date of that "underlying such "underlying insurance"; insurance". (2) Payments of "medical expenses" that B. COVERAGE B — UMBRELLA LIABILITY are covered by that "underlying 1. We will pay on behalf of the insured those insurance" and are incurred for "bodily sums in excess of the "self -insured retention" injury" caused by an accident that takes that the insured becomes legally obligated to place during the policy period of this pay as damages because of "bodily injury", Excess Follow -Form And Umbrella "property damage", "personal injury" or Liability Insurance; or "advertising injury" to which Coverage B of (3) Payments of defense expenses that this insurance applies. are covered by that "underlying insurance", only if such "underlying 2. Coverage B of this insurance applies to insurance" includes such payments "bodilyinjury" or "property dams e" only If: J ry g y within the limits of insurance. However, a. The "bodily injury" or "property damage" is if such "underlying insurance" has a caused by an "occurrence" that takes policy period which differs from the place anywhere in the world; policy period of this Excess Follow- b. The "bodily injury" or "property damage" Form And Umbrella Liability Insurance, occurs during the policy period; and any such payments for defense c. Prior to the policy period, no insured listed expenses that would not be covered by under Paragraph 1. in Paragraph B., this Excess Follow -Form And Umbrella COVERAGE B — UMBRELLA Liability Insurance because of its LIABILITY, of SECTION II — WHO IS AN different policy period will not reduce or INSURED and no "employee" authorized exhaust the applicable limit of by you to give or receive notice of an insurance stated for such "underlying "occurrence" or claim, knew that the insurance". "bodily injury" or "property damage" had If the applicable limit of insurance stated for occurred, in whole or in part. If such a the policies of "underlying insurance" in the listed insured or authorized "employee" Schedule Of Underlying Insurance is knew, prior to the policy period, that the actually reduced or exhausted by other "bodily injury" or "property damage" payments, Coverage A of this insurance is occurred, in whole or in part, then any not invalidated. However, in the event of a continuation, change or resumption of loss, we will pay only to the extent that we such "bodily injury" or "property damage" would have paid had such limit not been during or after the policy period will be actually reduced or exhausted by such deemed to have been known prior to the other payments. policy period. b. If any "underlying insurance" has a limit of 3. Coverage B of this insurance applies to insurance greater than the amount shown "personal injury" or "advertising injury" caused for that insurance in the Schedule of by an offense arising out of your business, but Underlying Insurance, this insurance will only if the offense was committed during the apply in excess of that greater amount. If policy period anywhere in the world. any "underlying insurance" has a limit of 4. The amount we will pay for damages is limited insurance, prior to any reduction or as described in SECTION III — LIMITS OF exhaustion by payment of damages, INSURANCE. medical expenses" or defense expenses described in Paragraph a. above, that is S. "Bodily injury" or "property damage": less than the amount shown for that a. Which occurs during the policy period; and insurance in the Schedule Of Underlying b. Which was not prior to, but was during, the Insurance, this insurance will apply in policy period known to have occurred by excess of the amount shown for such any insured listed under Paragraph 1. in insurance in the Schedule Of Underlying Paragraph B., COVERAGE B — Insurance. UMBRELLA LIABILITY of SECTION 11 — S. When the "underlying insurance" applies on a WHO IS AN INSURED, or any "employee" claims -made basis and includes a retroactive authorized by you to give notice of an "occurrence" or claim; Page 2 of 22 0 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 UMBRELLA includes any continuation, change or resumption of the "bodily injury" or "property damage" after the end of the policy period. 6. "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. in Paragraph B., COVERAGE B — UMBRELLA LIABILITY, of SECTION II — WHO IS AN INSURED or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: a. Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; b. Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or c. Becomes aware by any other means that the "bodily injury" or "property damage" has occurred or has begun to occur. 7. 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". 8. Coverage B of this insurance does not apply to damages covered by any "underlying insurance" or that would have been covered by any "underlying insurance" but for the exhaustion of its applicable limit of insurance. C. COVERAGE C — CRISIS MANAGEMENT SERVICE EXPENSES 1. 2. 3. We will reimburse the insured, or pay on the insured's behalf, "crisis management service expenses" to which Coverage C applies. Coverage C of this insurance applies to "crisis management service expenses" that: a. Arise out of a "crisis management event" that first commences during the policy period; b. Are incurred by the insured, after a "crisis management event" first commences and before such event ends; and c. Are submitted to us within 180 days after the "crisis management advisor" advises you that the "crisis management event" no longer exists. A "crisis management event" will be deemed to: a. First commence at the time when any "executive officer" first becomes aware of an "event" or "occurrence" that leads to that "crisis management event"; and b. End when we decide that the crisis no longer exists or when the Crisis Management Service Expenses Limit has been exhausted, whichever occurs first. 4. The amount we will pay for "crisis management service expenses" is limited as described in SECTION III — LIMITS OF INSURANCE. S. A "self -insured retention" does not apply to "crisis management service expenses". 6. Any payment of "crisis management service expenses" that we make will not be determinative of our obligations under this insurance with respect to any claim or "suit" or create any duty to defend or indemnify any insured for any claim or "suit". D. DEFENSE AND SUPPLEMENTARY PAYMENTS 1. We will have the right and duty to defend the insured: a. Under Coverage A, against a "suit" seeking damages to which such coverage applies, if: (1) The "applicable underlying limit" is the applicable limit of insurance stated for a policy of "underlying insurance" in the Schedule Of Underlying Insurance and such limit has been exhausted solely due to payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — EXCESS FOLLOW -FORM LIABILITY of SECTION I — COVERAGES; or (2) The "applicable underlying limit" is the applicable limit of any "other insurance" and such limit has been exhausted by payments of judgments, settlements or medical expenses, or related costs or expenses (if such costs or expenses reduce such limits). For any "suit" for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the limits of insurance of this policy when such expenses are within the limits of insurance of the applicable "underlying insurance"; or b. Under Coverage B, against a "suit" seeking damages to which such coverage applies. 2. We have no duty to defend any insured against any "suit": a. Seeking damages to which this insurance does not apply; or b. If any other insurer has a duty to defend. EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 3 of 22 UMBRELLA 3. 4. When we have the duty to defend, we may, at our discretion, investigate and settle any claim or "suit". In all other cases, we may, at our discretion, participate in the investigation, defense and settlement of any claim or "suit" for damages to which this insurance may apply. If we exercise such right to participate, all expenses we incur in doing so will not reduce the applicable limits of insurance. Our duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements, or defense expenses if such expenses are within the limits of insurance of this policy. 5. We will pay, with respect to a claim we investigate or settle, or "suit" against an insured we defend: a. All expenses we incur. b. The cost of: (1) Bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which this insurance applies; or (2) Appeal bonds and bonds to release attachments; but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. c. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of such claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. d. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. e. 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. f. All interest that accrues on the full amount of any judgment 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. If we do not pay part of the judgment for any reason other than it is more than the applicable limit of insurance, we will not pay any interest that accrues on that portion of the judgment. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE A — EXCESS FOLLOW - FORM LIABILITY, these payments will not reduce the applicable limits of insurance, but only if the applicable "underlying insurance" provides for such payments in addition to its limits of insurance. With respect to a claim we investigate or settle, or "suit" against an insured we defend under COVERAGE B — UMBRELLA LIABILITY, these payments will not reduce the applicable limits of insurance. SECTION II — WHO IS AN INSURED A. COVERAGE A — EXCESS FOLLOW -FORM LIABILITY With respect to Coverage A, the following persons and organizations qualify as insureds: 1. The Named Insured shown in the Declarations; and 2. Any other person or organization qualifying as an insured in the "underlying insurance". If you have agreed to provide insurance for that person or organization in a written contract or agreement: a. The limits of insurance afforded to such person or organization will be: (1) The amount by which the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement exceed the total limits of insurance of all applicable "underlying insurance"; or (2) The limits of insurance of this policy; whichever is less; and b. Coverage under this policy does not apply to such person or organization if the minimum limits of insurance you agreed to provide such person or organization in that written contract or agreement are wholly within the total limits of insurance of all available applicable "underlying insurance". B. COVERAGE B — UMBRELLA LIABILITY With respect to Coverage B: 1. The Named Insured shown in the Declarations is an insured. 2. If you are: a. An individual, your spouse is also an insured, but only with respect to the conduct of a business of which you are the sole owner. Page 4 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 UMBRELLA b. A partnership or joint venture, 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, your members are also insureds, but only with respect to the conduct of your business. Your managers are also insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, your "officers" and directors are also 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, your trustees are also insureds, but only with respect to their duties as trustees. 3. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "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 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 "volunteer worker" as a consequence of Paragraph (1)(a) above; damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers" other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Property damage" to property: (a) Owned, occupied or used by; or (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" or "volunteer workers", any of your partners or members (if you are a partnership or joint venture), or any of your members (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. c. 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. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. (c) For which there is any obligation to 4. Any organization, other than a partnership, share damages with or repay joint venture or limited liability company, of someone else who must pay which you are the sole owner, or in which you EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 5 of 22 UMBRELLA maintain an ownership interest of more than 50%, on the first day of the policy period is an insured and will qualify as a Named Insured. No such organization is an insured or will qualify as a Named Insured for "bodily injury" or "property damage" that occurred, or "personal injury" or "advertising injury" caused by an offense committed after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such organization. 5. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, is an insured and 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; and b. Coverage for such organization does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal injury" or "advertising injury" arising out of an offense committed; before you acquired or formed the organization. No person or organization is an insured or will qualify as a Named 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. This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Paragraph B. of SECTION II — WHO IS AN INSURED. C. COVERAGE C — CRISIS MANAGEMENT SERVICE EXPENSES With respect to Coverage C, the following persons and organizations are insureds and will qualify as Named Insureds: 1. The Named Insured shown in the Declarations. 2. Any organization, other than a partnership, joint venture or limited liability company, of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, on the first day of the policy period. No such organization is an insured or will qualify as a Named Insured for "crisis management service expenses" arising out of a "crisis management event" that first commences after the date, if any, during the policy period, that you no longer maintain an ownership interest of more than 50% in such organization. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner, or in which you maintain an ownership interest of more than 50%, 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; and b. Coverage for such organization does not apply to "crisis management service expenses" arising out of a "crisis management event" that occurred before you acquired or formed the organization, even if an "executive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis management event" after the date you acquired or formed the organization. No person or organization is an insured or will qualify as a Named 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 A. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay for the amounts described below to which this insurance applies regardless of the number of: 1. Insureds; 2. Claims made or "suits" brought; 3. Number of vehicles involved; 4. Persons or organizations making claims or bringing "suits"; or S. Coverages provided under this insurance. As indicated in Paragraph D.1. of SECTION I — COVERAGES, for any "suit" for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the limits of insurance of this policy when such expenses are within the limits of insurance of the applicable "underlying insurance". B. The General Aggregate Limit is the most we will pay for the sum of all: 1. Damages; and 2. Defense expenses if such expenses are within the limits of insurance of this policy; except: Page 6 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 UMBRELLA 1. Damages and defense expenses because of 1. Asbestos "bodily injury" or "property damage" included in a. Damages arising out of the actual or the "auto hazard"; alleged presence or actual, alleged or 2. Damages and defense expenses because of threatened dispersal of asbestos, "bodily injury" or "property damage" included in asbestos fibers or products containing the "products -completed operations hazard"; or asbestos, provided that the damages are 3. Damages and defense expenses for which caused or contributed to by the hazardous insurance is provided under any Aircraft Liability properties of asbestos. coverage included as "underlying insurance" to b. Damages arising out of the actual or which no aggregate limit applies. alleged presence or actual, alleged or C. The Products -Completed Operations Aggregate threatened dispersal of any solid, liquid, Limit is the most we will pay for the sum of all: gaseous or thermal irritant or 1. Damages; and contaminant, including smoke, vapors, 2. Defense expenses if such expenses are within soot, fumes, acids, alkalis, chemicals and the limits of insurance of this policy; waste, and that are part of any claim or because of "bodily injury" or "property damage" "suit" which also alleges any damages included in the "products -completed operations described in Paragraph a. above. hazard". c. Any loss, cost or expense arising out of D. Subject to Paragraph B. or C. above, whichever any: applies, the Occurrence Limit is the most we will (1) Request, demand, order or statutory pay for the sum of all: or regulatory requirement that any 1. Damages, and defense expenses if such insured or others test for, monitor, expenses are within the limits of insurance of clean up, remove, contain, treat, this policy, under Coverage A arising out of any detoxify or neutralize, or in any way one "event" to which the "underlying insurance" respond to, or assess the effects of, applies a limit of insurance that is separate asbestos, asbestos fibers or products from any aggregate limit of insurance; and containing asbestos; or 2. Damages under Coverage B because of all (2) Claim or "suit" by or on behalf of any "bodily injury", "property damage", "personal governmental authority or any other injury" or "advertising injury" arising out of any person or organization because of one "occurrence". testing for, monitoring, cleaning up, For the purposes of determining the applicable removing, containing, treating, Occurrence Limit, all related acts or omissions detoxifying or neutralizing, or in any committed in the providing or failing to provide first way responding to, or assessing the aid or "Good Samaritan services" to any one person effects of, asbestos, asbestos fibers will be considered one "occurrence". or products containing asbestos. E. The Crisis Management Service Expenses Limit is 2. Employment -Related Practices the most we will pay for the sum of all "crisis Damages because of injury to: management service expenses" arising out of all "crisis management events". Payment of such a. A person arising out of any: "crisis management service expenses" is in addition (1) Refusal to employ that person; to, and will not reduce, any other limit of insurance (2)Termination of that person's of this policy. employment; or F. The limits of insurance of this policy apply (3) Employment -related practice, policy, separately to each consecutive annual period and act or omission, such as coercion, to any remaining period of less than 12 months, demotion, evaluation, reassignment, starting with the beginning of the policy period discipline, failure to promote or shown in the Declarations. If the policy period is advance, harassment, humiliation, extended after issuance for an additional period of discrimination, libel, slander, violation less than 12 months, the additional period will be of the pprooserse's right of privacy, deemed part of the last preceding period for malicious prosecution or false arrest, m purposes of determining the limits of insurance. detention or imprisonment, applied to SECTION IV — EXCLUSIONS or directed at that person, regardless This insurance does not apply to: of whether such practice, policy, act A. With respect to Coverage A and Coverage B: or omission occurs, is applied or is EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 7 of 22 UMBRELLA committed before, during or after the time of that person's employment; or b. The spouse, child, parent, brother or sister of that person as a consequence of injury to that person as described in Paragraphs a.(1), (2) or (3) above. This exclusion applies: a. Whether the insured may be liable as an employer or in any other capacity; and b. To any obligation to share damages with or repay someone else who must pay damages because of the injury. 3. ERISA, COBRA And Similar Laws Any obligation of the insured under: a. The Employees Retirement Income Security Act Of 1974 (ERISA) or any of its amendments; b. The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) or any of its amendments; or c. Any similar common or statutory law of any jurisdiction. 4. Medical Expenses Or Payments Any obligation of the insured under any "medical expenses" or medical payments coverage. S. Nuclear Material Damages arising out of: a. The actual, alleged or threatened exposure of any person or property to; or b. The "hazardous properties" of; any "nuclear material". As used in this exclusion: a. "Hazardous properties" includes radioactive, toxic or explosive properties; b. "Nuclear material" means "source material", "special nuclear material" or "by- product material"; and c. "Source material", "special nuclear material" and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or any of its amendments. 6. Uninsured or Underinsured Motorists, No - Fault And Similar Laws Any liability imposed on the insured, or the insured's insurer, under any of the following laws: a. Uninsured motorists; b. Underinsured motorists; c. Auto no-fault or other first -party personal injury protection (PIP); d. Supplementary uninsured/underinsured motorists (New York); or e. Medical expense benefits and income loss benefits (Virginia). 7. War Damages arising out of: a. War, including undeclared or civil war; or b. 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 c. Insurrection, rebellion, revolution, usurped power or action taken by governmental authority in hindering or defending against any of these. 8. Workers Compensation And Similar Laws Any obligation of the insured under a workers compensation, disability benefits or unemployment compensation law or any similar law. B. With respect to Coverage B: 1. Expected Or Intended Bodily Injury Or Property Damage "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. 2. Contractual Liability "Bodily injury", "property damage", "personal injury" or "advertising injury" 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 that the insured would have in the absence of the contract or agreement. 3. Liquor Liability "Bodily injury" or "property damage" for which any insured may be liable by reason of: a. Causing or contributing to the intoxication of any person, including causing or contributing to the intoxication of any person because alcoholic beverages were permitted to be brought on your premises for consumption on your premises; Page 8 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 UMBRELLA b. The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or c. Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. 4. Employers Liability "Bodily injury" to: a. An "employee" of the insured arising out of and in the course of: (1) Employment by the insured; or (2) Performing duties related to the conduct of the insured's business; or b. The spouse, child, parent, brother or sister of that "employee" as a consequence of "bodily injury" described in Paragraph a. above. This exclusion applies: a. Whether the insured may be liable as an employer or in any other capacity; and b. To any obligation to share damages with or repay someone else who must pay damages because of the "bodily injury". S. Pollution a. "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants". b. Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or any other person or organization 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 any governmental authority or any other person or organization 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". 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 that is owned or operated by or rented or loaned to any insured. 7. Auto "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any "auto". 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 "auto". This exclusion does not apply to "bodily injury" or "property damage" caused by an "occurrence" that takes place outside of the United States of America (including its territories and possessions), Puerto Rico and Canada. 8. Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any 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 watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to a watercraft: 6. Aircraft a. While ashore on premises owned by or "Bodily injury" or "property damage" arising out rented to any insured; or of the ownership, maintenance, use or b. That is 50-feet long or less and that: entrustment to others of any aircraft owned or (1) You own: or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 9 of 22 UMBRELLA (2) You do not own and is not being used to carry any person or property for a charge. 9. Electronic Data Damages claimed for the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". 10. Damage To Property, Products Or Work "Property damage" to: a. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person or organization, 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; b. Premises you sell, give away or abandon if the "property damage" arises out of any part of those premises; c. Property loaned to you; d. Personal property in the care, custody or control of the insured; e. 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; f. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it; g. "Your product" arising out of "your product" or any part of it; or h. "Your work" arising out of "your work" or any part of it and included in the "products - completed operations hazard". 11. 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: a. A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or b. A delay or failure by you, or anyone acting on your behalf, to fulfill the terms of a contract or agreement. 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. 12. 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: a. "Your product'; b. "Your work"; or c. "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. 13. Violation Of Consumer Financial Protection Laws "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of a "consumer financial protection law", or any other "bodily injury", "property damage", "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such violation. 14. Unsolicited Communication "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". 15. Access Or Disclosure Of Confidential Or Personal Information "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. 16. Knowing Violation Of Rights Of Another "Personal injury" or "advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal injury" or "advertising injury". 17. Material Published With Knowledge Of Falsity "Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. Page 10 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 UMBRELLA 18. Material Published Or Used Prior To Policy Period a. "Personal injury" or "advertising injury" arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or b. "Advertising injury" arising out of infringement of copyright, "title" or "slogan" in your "advertisement" whose first infringement in your "advertisement" was committed before the beginning of the policy period. 19. Criminal Acts "Personal injury" or "advertising injury" arising out of a criminal act committed by or at the direction of the insured. 20. Breach Of Contract "Personal injury" or "advertising injury" arising out of a breach of contract. 21. Quality Or Performance Of Goods — Failure To Conform To Statements "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". 22. Wrong Description Of Prices "Advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". 23. Intellectual Property "Personal injury" or "advertising injury" arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation: a. Copyright; b. Patent; c. Trade dress; d. Trade name; e. Trademark; f. Trade secret; or g. Other intellectual property rights or laws. This exclusion does not apply to: a. "Advertising injury" arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or b. Any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". 24. Insureds In Media And Internet Type Business "Personal injury" or "advertising injury" arising out of an offense committed by an insured whose business is: a. Advertising, "broadcasting" or publishing; b. Designing or determining content of web - sites for others; or c. An Internet search, access, content or service provider. This exclusion does not apply to Paragraphs a.(1), (2) and (3) of the definition of "personal injury". For the purposes of this exclusion: a. Creating and producing correspondence written in the conduct of your business, bulletins, financial or annual reports, or newsletters about your goods, products or services will not be considered the business of publishing; and b. The placing of frames, borders or links, or advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "broadcasting" or publishing. 25. Electronic Chatrooms Or Bulletin Boards "Personal injury" or "advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or over which the insured exercises control. 26. Unauthorized Use Of Another's Name Or Product "Personal injury" or "advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. C. With respect to Coverage C: Newly Acquired, Controlled Or Formed Entities "Crisis management service expenses" arising out of a "crisis management event" that involves any organization you newly acquire or form and that occurred prior to the date you acquired or formed that organization, even if an "executive officer" only first becomes aware of an "event" or "occurrence" that leads to such "crisis EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 11 of 22 UMBRELLA management event" after the date you acquired or formed such organization. SECTION V — CONDITIONS A. APPEALS 1. If the insured or the insured's "underlying insurer" elects not to appeal a judgment which exceeds the "applicable underlying limit" or "self -insured retention", we may do so. 2. If we appeal such a judgment, we will pay all costs of the appeal. These payments will not reduce the applicable limits of insurance. In no event will our liability exceed the applicable limit of insurance. B. BANKRUPTCY 1. Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this insurance. 2. In the event of bankruptcy or insolvency of any "underlying insurer", this insurance will not replace such bankrupt or insolvent "underlying insurer's" policy, and this insurance will apply as if such "underlying insurer" had not become bankrupt or insolvent. C. CANCELLATION 1. 2. The first Named Insured shown in the Declarations may cancel this insurance by mailing or delivering to us advance written notice of cancellation. We may cancel this insurance by mailing or delivering to such first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b. 60 days before the effective date of cancellation if we cancel for any other reason. 3. We will mail or deliver our notice to such first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this insurance is cancelled, we will send such first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If such first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. D. CHANGES This policy contains all the agreements between you and us concerning the insurance afforded. No change can be made in the terms of this insurance except with our consent. The terms of this insurance can be amended or waived only by endorsement issued by us and made a part of this policy. E. CURRENCY Payments for damages or expenses described in Paragraph 5. of Paragraph D., DEFENSE AND SUPPLEMENTARY PAYMENTS, of SECTION I — COVERAGES will be in the currency of the United States of America. At our sole option, we may make these payments in a different currency. Any necessary currency conversion for such payments will be calculated based on the rate of exchange published in the Wall Street Journal immediately preceeding the date the payment is processed. F. DUTIES REGARDING AN EVENT, OCCURRENCE, CLAIM OR SUIT 1. You must see to it that we are notified as soon as practicable of an "event" or "occurrence" which may result in a claim under this insurance. To the extent possible, notice should include: a. How, when and where the "event" or "occurrence" took place; b. The names and addresses of any persons or organizations sustaining injury, damage or loss, and the names and addresses of any witnesses; and c. The nature and location of any injury or damage arising out of the "event" or "occurrence". 2. If a claim is made or "suit" is brought against any insured which may result in a claim under this insurance, you must see to it that we receive written notice of the claim or "suit" as soon as practicable. 3. With respect to Coverage A, the insured must: a. Cooperate with us in the investigation, settlement or defense of any claim or "suit"; b. Comply with the terms of the "underlying insurance"; and c. Pursue all rights of contribution or indemnity against any person or organization who may be liable to the insured because of the injury, damage or loss for which insurance is provided under Page 12 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 UMBRELLA this policy or any policy of "underlying insurance". 4. With respect to Coverage B, the insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; b. Authorize us to obtain necessary records and other information; c. Cooperate with us in the investigation, settlement or defense of any claim or "suit"; and d. 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 Coverage B may apply. 5. No insured will, except at that insured's own expense, voluntarily make a payment, assume any obligation, make any admission or incur any expense, other than for first aid for "bodily injury" covered by this insurance, without our consent. 6. Knowledge of an "event", "occurrence", claim or "suit" by your agent, servant or "employee" will not constitute knowledge by you, unless your insurance or risk manager, or anyone working in the capacity as your insurance or risk manager, or anyone you designate with the responsibility of reporting an "event", "occurrence", claim or "suit": a. Has received notice of such "event", "occurrence", claim or "suit" from such agent, servant or "employee"; or b. Otherwise has knowledge of such "event", "occurrence", claim or "suit". G. DUTIES REGARDING A CRISIS MANAGEMENT EVENT You must: 1. Notify us within 30 days of a "crisis management event" that may result in "crisis management service expenses". 2. Provide written notice of the "crisis management event" as soon as practicable. To the extent possible, notice should include: a. How, when and where that "crisis management event" took place; b. The names and addresses of any persons or organizations sustaining injury, damage or loss, and the named and addresses of any witnesses; c. The nature and location of any injury or damage arising out of that "crisis management event"; and d. The reason that "crisis management event" is likely to involve damages covered by this insurance in excess of the "applicable underlying limit" or "self - insured retention" and involve regional or national media coverage. H. EXAMINATION OF YOUR BOOKS AND RECORDS We may examine and audit your books and records as they relate to this insurance: 1. At any time during the policy period; 2. Up to three years after the end of the policy period; and 3. Within one year after final settlement of all claims under this insurance. I. EXTENDED REPORTING PERIOD OPTION 1. When the "underlying insurance" applies on a claims -made basis, any automatic or basic "extended reporting period" in such "underlying insurance" will apply to this insurance. 2. When the "underlying insurance" applies on a claims -made basis and you elect to purchase an optional or supplemental "extended reporting period" in such "underlying insurance," that "extended reporting period" will apply to this insurance only if: a. A written request to purchase an Extended Reporting Period endorsement for this insurance is made by you and received by us within 90 days after the end of the policy period; b. You have paid all premiums due for this policy at the time you make such request; c. You promptly pay the additional premium we charge for the Extended Reporting Period endorsement for this insurance when due. We will determine that additional premium after we have received your request for the Extended Reporting Period endorsement for this insurance. That additional premium is not subject to any limitation stated in the "underlying insurance" on the amount or percentage of additional premium that may be charged for the "extended reporting period" in such "underlying insurance"; and EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 13 of 22 UMBRELLA 3 4. d. That Extended Reporting Period endorsement is issued by us and made a part of this policy. Any Extended Reporting Period endorsement for this insurance will not reinstate or increase the Limits of Insurance or extend the policy period. Except with respect to any provisions to the contrary contained in Paragraphs 1., 2. or 3. above, all provisions of any option to purchase an "extended reporting period" granted to you in the "underlying insurance" apply to this insurance. J. INSPECTIONS AND SURVEYS 1. We have the right but are not obligated to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. 2. Any inspections, surveys, reports or recommendations relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. K. LEGAL ACTION AGAINST US 1. No person or organization has a right under this insurance: 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 insurance unless all of its terms have been fully complied with. 2. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured. We will not be liable for damages that: a. Are not payable under the terms of this insurance; or b. 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. L. MAINTENANCE OF UNDERLYING INSURANCE 1. The insurance afforded by each policy of "underlying insurance" will be maintained for the full policy period of this Excess Follow - Form And Umbrella Liability Insurance. This provision does not apply to the reduction or exhaustion of the aggregate limit or limits of such "underlying insurance" solely by payments as permitted in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — EXCESS FOLLOW -FORM LIABILITY of SECTION I — COVERAGES. As such policies expire, you will renew them at limits and with coverage at least equal to the expiring limits of insurance. If you fail to comply with the above requirements, Coverage A is not invalidated. However, in the event of a loss, we will pay only to the extent that we would have paid had you complied with the above requirements. 2. The first Named Insured shown in the Declarations must give us written notice of any change in the "underlying insurance" as respects: a. Coverage; b. Limits of insurance; c. Termination of any coverage; or d. Exhaustion of aggregate limits. 3. If you are unable to recover from any "underlying insurer" because you fail to comply with any term or condition of the "underlying insurance", Coverage A is not invalidated. However, we will pay for any loss only to the extent that we would have paid had you complied with that term or condition in that "underlying insurance". M. OTHER INSURANCE This insurance is excess over any valid and collectible "other insurance" whether such "other insurance" is stated to be primary, contributing, excess, contingent or otherwise. This provision does not apply to a policy bought specifically to apply as excess of this insurance. However, if you specifically agree in a written contract or agreement that the insurance provided to any person or organization that qualifies as an insured under this insurance must apply on a primary basis, or a primary and non-contributory basis, then insurance provided under Coverage A is subject to the following provisions: Page 14 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 UMBRELLA T 1. This insurance will apply before any "other insurance" that is available to such additional insured which covers that person or organization as a named insured, and we will not share with that "other insurance", provided that the injury or damage for which coverage is sought is caused by an "event" that takes place or is committed subsequent to the signing of that contract or agreement by you. 2. This insurance is still excess over any valid and collectible "other insurance", whether primary, excess, contingent or otherwise, which covers that person or organization as an additional insured or as any other insured that does not qualify as a named insured. PREMIUM 1. The first Named Insured shown in the Declarations is responsible for the payment of all premiums and will be the payee for any return premiums. 2. If the premium is a flat charge, it is not subject to adjustment except as provided in Paragraph 4. below. 3. If the premium is other than a flat charge, it is an advance premium only. The earned premium will be computed at the end of the policy period, or at the end of each year of the policy period if the policy period is two years or longer, at the rate shown in the Declarations, subject to the Minimum Premium. 4. Additional premium may become payable when coverage is provided for additional insureds under the provisions of SECTION II — WHO IS AN INSURED. O. PREMIUM AUDIT The premium for this policy is the amount stated in Item 5. of the Declarations. The premium is a flat charge unless it is specified in the Declarations as adjustable. P. PROHIBITED COVERAGE — UNLICENSED INSURANCE 1. With respect to loss sustained by any insured in a country or jurisdiction in which we are not licensed to provide this insurance, this insurance does not apply to the extent that insuring such loss would violate the laws or regulations of such country or jurisdiction. 2. We do not assume responsibility for: a. The payment of any fine, fee, penalty or other charge that may be imposed on any person or organization in any country or jurisdiction because we are not licensed to provide insurance in such country or jurisdiction; or b. The furnishing of certificates or other evidence of insurance in any country or jurisdiction in which we are not licensed to provide insurance. Q. PROHIBITED COVERAGE — TRADE OR ECONOMIC SANCTIONS We will provide coverage for any loss, or otherwise will provide any benefit, only to the extent that providing such coverage or benefit does not expose us or any of our affiliated or parent companies to: 1. Any trade or economic sanction under any law or regulation of the United States of America; or 2. Any other applicable trade or economic sanction, prohibition or restriction. R. REPRESENTATIONS By accepting this insurance, you agree: 1. The statements in the Declarations and any subsequent notice relating to "underlying insurance" are accurate and complete; 2. Those statements are based upon representations you made to us; and 3. We have issued this insurance in reliance upon your representations. S. SEPARATION OF INSUREDS Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured shown in the Declarations, this insurance applies: 1. As if each Named Insured were the only Named Insured; and 2. Separately to each insured against whom claim is made or "suit" is brought. T. WAIVER OR TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 1. If the insured has rights to recover all or part of any payment we have made under this insurance, those rights are transferred to us and the insured must do nothing after loss to impair them. At our request, the insured will bring suit or transfer those rights to us and help us, and with respect to Coverage A, the "underlying insurer", enforce them. If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against that person or organization, but only for payments we make because of an "event" that takes place or is committed subsequent to the EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 15 of 22 UMBRELLA execution of that contract or agreement by such insured. 2. Reimbursement of any amount recovered will be made in the following order: a. First, to any person or organization (including us or the insured) who has paid any amount in excess of the applicable limit of insurance; b. Next, to us; and c. Then, to any person or organization (including the insured and with respect to Coverage A, the "underlying insurer") that is entitled to claim the remainder, if any. 3. Expenses incurred in the process of recovery will be divided among all persons or organizations receiving amounts recovered according to the ratio of their respective recoveries. U. TRANSFER OF YOUR RIGHTS AND DUTIES UNDER THIS INSURANCE 1. Your rights and duties under this insurance may not be transferred without our written consent except in the case of death of an individual Named Insured. 2. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. V. UNINTENTIONAL OMISSION OR ERROR The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. W. WHEN LOSS IS PAYABLE If we are liable under this insurance, we will pay for injury, damage or loss after: 1. The insured's liability is established by: SECTION VI — DEFINITIONS A. With respect to all coverages of this insurance: 1. "Applicable underlying limit" means the sum of: a. The applicable limit of insurance stated for the policies of "underlying insurance" in the Schedule Of Underlying Insurance subject to the provisions in Paragraphs 4.a.(1), (2) and (3) of COVERAGE A — EXCESS FOLLOW -FORM LIABILITY of SECTION I — COVERAGES; and b. The applicable limit of insurance of any "other insurance" that applies. The limits of insurance in any policy of "underlying insurance" will apply even if: a. The "underlying insurer" claims the insured failed to comply with any term or condition of the policy; or b. The "underlying insurer" becomes bankrupt or insolvent. 2. "Auto hazard" means all "bodily injury" and "property damage" to which liability insurance afforded under an auto policy of "underlying insurance" would apply but for the exhaustion of its applicable limits of insurance. 3. "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. 4. "Event" means an "occurrence", offense, accident, act, error, omission, wrongful act or loss. 5. "Extended reporting period" means any period of time, starting with the end of the policy period of your claims -made insurance, during which claims or "suits" may be first made, brought or reported for that insurance. 6. "Medical expenses" means expenses to which any Medical Payments section of any policy of Commercial General Liability "underlying insurance" applies. a. A court decision; or 7. "Other insurance" means insurance, or the b. A written agreement between the claimant, funding of losses, that is provided by, through the insured, any "underlying insurer" and or on behalf of: us, and a. Another insurance company; 2. The amount of the "applicable underlying limit" b. Us or any of our affiliated insurance or "self -insured retention" is paid by or on companies, behalf of the insured. c. Any risk retention group; Page 16 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 UMBRELLA d. Any self-insurance method or program, in which case the insured will be deemed to be the provider of such insurance; or e. Any similar risk transfer or risk management method. "Other insurance" does not include: a. Any "underlying insurance"; or b. Any policy of insurance specifically purchased to be excess of the limits of insurance of this policy shown in the Declarations. 8. "Products -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 the work called for in your contract has been completed; (b) When all the work to be done at the job site has been completed if your contract calls for work at more than one job site; or (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 B. 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 Commercial General Liability "underlying insurance" states that products -completed operations are subject to the General Aggregate Limit. 9. "Suit" means a civil proceeding which alleges damages. "Suit" includes: a. An arbitration proceeding in which damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding to which the insured submits with our consent. 10. "Underlying insurance": a. Means the policy or policies of insurance listed in the Schedule Of Underlying Insurance. b. Includes any renewal or replacement of such policies if such renewal or replacement is during the policy period of this Excess Follow -Form And Umbrella Liability Insurance. c. Does not include any part of the policy period of any of the policies described in Paragraphs a. or b. above that began before, or that continues after, the policy period of this Excess Follow -Form And Umbrella Liability Insurance. 11. "Underlying insurer" means any insurer which provides a policy of insurance listed in the Schedule Of Underlying Insurance. With respect to Coverage B and, to the extent that the following terms are not defined in the "underlying insurance", to Coverage A: 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. (3) Products or operations for which the 2. "Advertising injury": classification listed in a policy of EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 17 of 22 UMBRELLA a. Means injury, other than "personal injury", caused by one or more of the following offenses: (1) Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2) Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light; or (3) Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the claim is made or the "suit" is brought by a person or organization that claims ownership of such copyright, "title" or "slogan". b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 3. "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". 4. "Bodily injury" means: a. Physical harm, including sickness or disease, sustained by a person; or b. In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1) Radio or television programming being transmitted; (2) Other entertainment, educational, instructional, music or news programming being transmitted; or (3) Advertising transmitted with any such programming. 6. "Consumer financial identity information" means any of the following information for a person that is used or collected for the purpose of serving as a factor in establishing such person's eligibility for personal credit, insurance or employment or for the purpose of conducting a business transaction: a. Part or all of the account number, the expiration date or the balance of any credit, debit, bank or other financial account; b. Information bearing on a person's credit worthiness, credit standing or credit capacity; c. Social security number; d. Driver's license number; or e. Birth date. 7. "Consumer financial protection law" means: a. The Fair Credit Reporting Act (FCRA) and any of its amendments, including the Fair and Accurate Credit Transactions Act (FACTA); b. California's Song -Beverly Credit Card Act and any of its amendments; or c. Any other law or regulation that restricts or prohibits the collection, dissemination, transmission, distribution or use of "consumer financial identity information". 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. b. Mental anguish, injury or illness, or 10. "Impaired property" means tangible property, emotional distress, resulting at any time other than "your product" or "your work", that from such physical harm, sickness or cannot be used or is less useful because: disease. a. It incorporates "your product" or "your S. "Broadcasting" means transmitting any audio or work" that is known or thought to be visual material for any purpose: defective, deficient, inadequate or a. By radio or television; or dangerous; or Page 18 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 UMBRELLA 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. 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". 12. "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". 13. "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 Paragraph a., b., c. or d. above that are not self-propelled and are maintained 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. IF. Vehicles not described in Paragraph 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. Such land vehicles are considered "autos". 14. "Occurrence" means: a. With respect to "bodily injury" or "property damage": (1) An accident, including continuous or repeated exposure to substantially the same general harmful conditions, which results in "bodily injury" or "property damage". All "bodily injury" or "property damage" caused by such exposure to substantially the same general harmful conditions will be deemed to be caused by one "occurrence'; or (2) An act or omission committed in providing or failing to provide first aid or "Good Samaritan services" to a person by any of your "employees" or "volunteer workers" other than an employed or volunteer doctor, unless you are in the business or occupation of providing professional health care services; EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 19 of 22 UMBRELLA b. With respect to "personal injury", an offense arising out of your business that results in "personal injury". All "personal injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing "suits"; and c. With respect to "advertising injury", an offense committed in the course of advertising your goods, products and services that results in "advertising injury". All "advertising injury" caused by the same or related injurious material, act or offense will be deemed to be caused by one "occurrence", regardless of the frequency or repetition thereof, the number and kind of media used or the number of persons or organizations making claims or bringing ,.Suits". 15. "Officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 16. "Personal injury": a. Means injury, other than "advertising injury", caused by one or more of the following offenses: (1) False arrest, detention or imprisonment; (2) Malicious prosecution; (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4) Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; or (5) Oral or written publication, including publication by electronic means, of material that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light. b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 17. "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. 18. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will 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 will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 19. "Self -insured retention" is the greater of: a. The amount shown in the Declarations which the insured must first pay under Coverage B for damages because of all "bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any one "occurrence"; or b. The applicable limit of insurance of any "other insurance" that applies. 20. "Slogan": a. Means a phrase that others use for the purpose of attracting attention in their advertising. b. Does not include a phrase used as, or in, the name of: (1) Any person or organization other than you; or (2) Any business, or any of the premises, goods, products, services or work, of any person or organization other than you. Page 20 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16 UMBRELLA 21. "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. 22. "Title" means the name of a literary or artistic work. 23. "Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 24. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed by you. 25. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (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. C. With respect to Coverage C: 1. "Crisis management advisor" means any public relations firm or crisis management firm approved by us that is hired by you to perform "crisis management services" in connection with a "crisis management event". 2. "Crisis management event" means an "event" or 'occurrence" that your "executive officer" reasonably determines has resulted, or may result, in: a. Damages covered by this Coverage A or Coverage B that are in excess of the total applicable limits of the "underlying insurance" or "self -insured retention"; and b. Significant adverse regional or national media coverage. (a) You; 3 (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. 26. "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: "Crisis management service expenses" means amounts incurred by you, after a "crisis management event" first commences and before such event ends: a. For the reasonable and necessary: (1) Fees and expenses of a "crisis management advisor" in the performance for you of "crisis management services" solely for a "crisis management event"; and (2) Costs for printing, advertising, mailing of materials or travel by your directors, officers, employees or agents or a "crisis management advisor" solely for a "crisis management event'; and b. For the following expenses resulting from such "crisis management event', provided that such expenses have been approved by us: (1) Medical expenses; (2) Funeral expenses; (3) Psychological counseling; (4) Travel expenses; (5) Temporary living expenses; (6) Expenses to secure the scene of a "crisis management event'; or (7) Any other expenses pre -approved by us. EU 00 01 07 16 © 2016 The Travelers Indemnity Company. All rights reserved. Page 21 of 22 UMBRELLA 4. "Crisis management services" means those services performed by a "crisis management advisor" in advising you or minimizing potential harm to you from a "crisis management event" by maintaining or restoring public confidence in you. 5. "Executive officer" means your: a. Chief Executive Officer; b. Chief Operating Officer; c. Chief Financial Officer; d. President; e. General Counsel; If. General partner (if you are a partnership); or g. Sole proprietor (if you are a sole proprietorship); or any person acting in the same capacity as any individual listed above. Page 22 of 22 © 2016 The Travelers Indemnity Company. All rights reserved. EU 00 01 07 16