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23-214.00PoeAsphaltOnCallWinterSnowOperators Contract No.23-214 AGREEMENT FOR SERVICES Poe Asphalt Paving,Inc On-Call Winter Snow Operators 2023-2024 Snow Season THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington,hereinafter"City"and Poe Asphalt Paving, Inc.,hereinafter"Consultant,"jointly referred to as"Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services, and material to satisfactorily complete the Scope of Services,attached as Exhibit B. A.Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services,schedule,and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services,stop work,and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill, and resources necessary to perform the work and is familiar with all current laws, rules, and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom,and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant will accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by April 15, 2024, unless the time for performance is extended in writing by the Agreement for Services(without professional liability coverage) Page 1 of 8 Contract No.23-214 Parties. Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant an agreed upon hourly rate up to a maximum amount of $350,000 as full compensation for everything done under this Agreement, as set forth in Exhibit A. Consultant shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below-stated address. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services,City standards, City Code,and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Marci Patterson,City Clerk Name: Poe Asphalt Paving,Inc. Phone: (509)720-5000 Phone: 208-777-0498 Address: 10210 East Sprague Avenue Address: 2732 N Beck Rd Spokane Valley,WA 99206 Post Falls,ID 83854 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement,agree to comply with all applicable federal, state, and local laws and regulations. Consultant warrants that its designs, construction documents,and services shall conform to all federal,state, and local statutes and regulations. 7. Certification ReEardine Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records,making false statements, or receiving stolen property; Agreement for Services(without professional liability coverage) Page 2 of 8 Contract No.23-214 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification;and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal,state, or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this Agreement. 8. Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor and not the agent or employee of City,that City is interested in only the results to be achieved, and that the right to control the particular manner,method, and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City,and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use,in whole or in part,any reports,data,drawings,images,or other material prepared under this Agreement, provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11.Insurance. Consultant shall procure and maintain for the duration of the Agreement,insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant,its agents,representatives,employees,or subcontractors. A. Minimum Scope of Insurance. Consultant's required insurance shall be of the types and coverages described below: 1. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office(ISO)form CA 00 01. 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations,stop-gap independent contractors and personal injury, and advertising injury. City shall be named as an additional insured under Consultant's commercial general liability insurance policy with Agreement for Services(without professional liability coverage) Page 3 of 8 Contract No.23-214 respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B.Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence,and$2,000,000 general aggregate. C.Other Insurance Provisions. The Consultant's policies are to contain,or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or self-insured pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2.Consultant shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 3. If Consultant maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Consultant to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Consultant from the City. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, defend, indemnify, and hold harmless City and its officers,agents,and employees,from any and all claims,actions,suits,liability, loss, costs, attorney's fees, costs of litigation, expenses, injuries, and damages of any nature whatsoever Agreement for Services(without professional liability coverage) Page 4 of 8 Contract No.23-214 relating to or arising out of the wrongful or negligent acts,errors,or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law,subject only to the limitations provided below. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51,RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party may assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may, from time-to-time, receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that an arbitrator's decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified,or altered except in writing signed by the Parties hereto. 20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or Agreement for Services(without professional liability coverage) Page 5 of 8 Contract No.23-214 action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor,service,or other thing of value from any person with an interest in this Agreement. 21. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Consultant, for itself, its assignees,and successors in interest agrees as follows: A. Compliance with Regulations. Consultant shall comply with the federal laws set forth in subsection G, below ("Pertinent Non-Discrimination Authorities") relative to non-discrimination in federally-assisted programs as adopted or amended from time-to-time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. Consultant,with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race,color,or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Consultant shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Consultant for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultant's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race,color,or national origin. D. Information and Reports. Consultant shall provide all information and reports required by the Acts, the regulations, and directives issued pursuant thereto, and shall permit access to its books, records,accounts,other sources of information,and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts,regulations,and instructions. Where any information required of Consultant is in the exclusive possession of another who fails or refuses to furnish the information, Consultant shall so certify to the City or the WSDOT, as appropriate,and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance. In the event of a Consultant's noncompliance with the non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including,but not limited to: 1. Withholding payments to Consultant under the Agreement until Consultant complies; and/or 2. Cancelling,terminating,or suspending the Agreement, in whole or in part. F. Incorporation of Provisions. Consultant shall include the provisions of paragraphs of these Contract Clauses in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto. Consultant shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided,that if Consultant becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction,Consultant may request that the City enter Agreement for Services(without professional liability coverage) Page 6 of 8 Contract No.23-214 into any litigation to protect the interests of the City. In addition,Consultant may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non-Discrimination Authorities: During the performance of this Agreement, the Consultant agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.,78 stat.252),(prohibits discrimination on the basis of race,color,national origin);and 49 CFR Part 21;and 49 Part 26; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended,(prohibits discrimination based on race,creed,color,national origin,or sex); The Civil Rights Restoration Act of 1987,(PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal- aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems,places of public accommodation,and certain testing entities(42 U.S.C. §§12131- 12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race,color, national origin,and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Agreement for Services(without professional liability coverage) Page 7 of 8 Contract No. 23-214 Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed.Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C. §1681 et seq.). 22. Business Registration. Prior to commencement of work under this Agreement, Consultant shall register with the City as a business if it has not already done so. 23. Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section,sentence,clause, or phrase of this Agreement. 24. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Fee proposal B. Scope of Services C. Insurance Certificates The Parties have executed this Agreement this 1 day of (Pk ,2€ .3 . CITY OF SPOKANE VALLEY Consultant: t Z. John Ho n, City Mana r By:Brooke Kell Its: Authorized Representative APPROVED AS TO FORM: ff of the City Attorney Agreement for Services(without professional liability coverage) Page 8 of 8 ATTACHMENT"A" HOURLY COST PROPOSAL 2023-2024 SNOW SEASON ON-CALL WINTER SNOW OPERATORS Company: POE ASPHALT PAVING, INC. Signature: ' Date: 11.8.2023 HOURLY RATES HOURLY OVERTIME DOUBLE TIME (INCLUDE ALL BENEFITS,OVERHEAD AND PROFIT) SUPERINTENDENT/FOREMAN RATE $84.00 $105.00 $127.00 OPERATOR RATE $79.00 $100.00 $120.00 TEAMSTER RATE $78.00 $96.00 $114.00 LABORER RATE $75.00 $92.00 $110.00 MECHANIC RATE $82.00 $104.00 $126.00 Attachment B Scope of Services—Winter Snow Operators City of Spokane Valley—Public Works Department General The services will consist of snow removal and deicing application as directed by the City using City owned equipment and materials at the City Street Maintenance Facility.The City Street Maintenance Facility is located at 17002 East Euclid Avenue.The contractor will provide a list of qualified operators on a 24 hour/7 days per week on-call basis.The contractor may add or subtract drivers from the list at any time by notifying the City. City Equipment List: 5 Single axle plow/sander trucks 3 Tandem axle plow/sander truck 3 Single axle plow/deicer trucks 1 Backhoe and 1 loader All equipment used in winter snow operations will be stored and readied for use at the maintenance facility unless otherwise directed by the City. Staffing The contractor shall provide qualified operators for each type of equipment the City owns. The contractor shall submit the list of drivers for approval by the City. The contractor may add or subtract drivers from the list at any time by notifying the City. Any additions shall also be approved. The City shall provide mandatory training prior to the beginning of plowing operations. Call to begin work City staff shall contact drivers directly from the driver list submitted by the contractor. Plowing Routes City staff shall direct all winter maintenance operations. Snow plowing priority routes and other information is available on the City's website. The yearly snow plan and routes are subject to change at any time by City staff. Cost of Work The cost of this contract shall be in accordance with the Hourly Cost Proposal in Attachment B. Training required or requested by the City shall be set up and paid for by the City. ^01114 POEASPH-03 JSCHREIBER ACORLY DATE(MWDD/YYYY) klesse....---- CERTIFICATE OF LIABILITY INSURANCE 10/27/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Spokane Office PHONE 509 838-3501 I FAX ) Marsh McLennan Agency LLC (A/C,No,Est):(509) (NC,No):(866 226-3738 501 N.Riverpoint Mid.,Ste 403 ADDRES S: SS: Spokane,WA 99202 INSURER(S)AFFORDING COVERAGE NAIL# INSURER A:Cincinnati Insurance Company 10677 INSURED INSURER B: Poe Asphalt Paving Inc INSURER C: 2732 N.Beck Road INSURER D: Post Falls,ID 83854 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 SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMM/DD/YYYYI IMM/DD/YYYYI 1,000,000 A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE X OCCUREPP0633923 11/1/2023 11/1/2024 DAMAGETORENTED 500,000 X xPREMISES(Ea occurrence) $ MED EXP(Any one person) $ 10,000 PERSONAL BADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ 2,000,000 POLICY X JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: WA STOP GAP $ 1,000,000 A AUTOMOBILE LIABILITY (Ea accidenOMBINEDt) SINGLE LIMIT $ 1,000,000 X ANY AUTO X X EPP 0633923 11/1/2023 11/1/2024 BODILY INJURY(Per person) $ - OWNED SCHEDULED _ AUTOS ONLY AUTOS SSyyN BODILY INJURY(Per accident) $ HIRED- T ONLY _ AUUTOS ONLYY PROPERTY DAMAGE (Per ) $ $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 4,000,000 EXCESS LIAB CLAIMS-MADE EPP 0633923 11/1/2023 11/1/2024 AGGREGATE $ DED RETENTION$ Aggregate $ 4,000,000 WORKERS COMPENSATION STATUTEPER ERH AND EMPLOYERS'LIABILITY Y/N ANYIPROPRIE O R/EXCLUDED?ECUTIVE N/A E.L.EACH ACCIDENT $ OF(Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) City of Spokane Valley Contracts CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN P ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Ave Spokane Valley,WA 99206 AUTHORIZED y , ZE�REPR�ES�E�NT�A,/TIIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS ADDITIONAL INSURED - AUTOMATIC STATUS AND AUTOMATIC WAIVER OF SUBROGATION WHEN REQUIRED IN WRITTEN CONTRACT, AGREEMENT, PERMIT OR AUTHORIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Additional Insured - Owners, Lessees Or cluded in the "products-completed Contractors - Automatic Status For Other operations hazard", but only if: Parties When Required In Written Contract Or Agreement With You (1) The Coverage Part to which this endorsement is attached pro- 1. Section II - Who Is An Insured is vides coverage for "bodily injury" amended to include as an additional in- or "property damage" included sured any person or organization you within the "products-completed have agreed in writing in a contract or operations hazard"; and agreement to add as an additional in- sured on this Coverage Part. Such per- (2) The written contract or written son(s) or organization(s) is an additional agreement requires you to pro- insured only with respect to liability for: vide additional insured coverage included within the "products- a. "Bodily injury", "property damage" or completed operations hazard" "personal and advertising injury" for that person or organization. caused, in whole or in part, by the performance of your ongoing opera- If the written contract or written tions by you or on your behalf, under agreement requires you to provide that written contract or written additional insured coverage included agreement. Ongoing operations does within the "products-completed oper not apply to "bodily injury" or"proper- ations hazard" for a specified length ty damage" occurring after: of time for that person or organiza- tion, the "bodily injury" or "property (1) All work, including materials, damage" must occur prior to the ex- parts or equipment furnished in piration of that period of time in order connection with such work, on for this insurance to apply. the project (other than service, maintenance or repairs) to be If the written contract or written performed by or on behalf of the agreement requires you to provide additional insured(s) at the loca- additional insured coverage for a tion of the covered operations person or organization per only ISO has been completed; or additional insured endorsement form number CG 20 10, without specifying (2) That portion of"your work" out of an edition date, and without specifi- which the injury or damage aris- cally requiring additional insured es has been put to its intended coverage included within the "prod- use by any person or organiza- ucts-completed operations hazard", tion other than another contrac- this Paragraph b. does not apply to tor or subcontractor engaged in that person or organization. performing operations for a prin- cipal as a part of the same pro- 2. If the written contract or written agree- ject; and ment described in Paragraph 1. above specifically requires you to provide addi- b. "Bodily injury" or "property damage" tional insured coverage to that person or caused, in whole or in part, by "your organization: work" performed under that written contract or written agreement and in- a. Arising out of your ongoing opera- tions or arising out of"your work"; or Includes copyrighted material of Insurance GA 472 05 20 Services Office, Inc., with its permission. Page 1 of 3 b. By way of an edition of an ISO addi- 2. With respect to the insurance afforded to tional insured endorsement that in- the additional insureds described in Para- cludes arising out of your ongoing graph B.1., the following additional exclu- operations or arising out of "your sions apply: work"; This insurance does not apply to: then the phrase caused, in whole or in part, by in Paragraph A.1.a. and/or Para- a. "Bodily injury", "property damage" or graph A.1.b. above, whichever applies, is "personal and advertising injury" aris- replaced by the phrase arising out of. ing out of operations performed for the federal government, state or mu- 3. With respect to the insurance afforded to nicipality; or the additional insureds described in Para- graph A.1., the following additional exclu- b. "Bodily injury" or "property damage" sion applies: included within the "products- completed operations hazard." This insurance does not apply to "bodily injury", "property damage" or "personal C. The insurance afforded to additional insureds and advertising injury" arising out of the described in Paragraphs A. and B.: rendering of, or the failure to render, any 1. Only applies to the extent permitted by professional architectural, engineering or law; and surveying services, including: 2. Will not be broader than that which you a. The preparing, approving or failing to are required by the written contract, writ- prepare or approve, maps, shop ten agreement, written permit or written drawings, opinions, reports, surveys, authorization to provide for such addition- field orders, change orders or draw- al insured; and ings and specifications; or Supervisory, inspection, architectural 3. Does not apply to any person, organiza- b. p tion, state, governmental agency or sub- or engineering activities. division or political subdivision specifically This exclusion applies even if the claims named as an additional insured for the against any insured allege negligence or same project in the schedule of an en- other wrongdoing in the supervision, hir- ing, employment,training or monitoring of D. With respect to the insurance afforded to the others by that insured, if the "occurrence" additional insureds described in Paragraphs which caused the "bodily injury" or "prop- A. and B.,the following is added to Section III erty damage", or the offense which - Limits Of Insurance: caused the "personal and advertising inju- ry", involved the rendering of, or the fail- The most we will pay on behalf of the addi- ure to render, any professional architec- tional insured is the amount of insurance: tural, engineering or surveying services. 1. Required by the written contract, written 4. This Paragraph A. does not apply to addi- agreement, written permit or written au- tional insureds described in Paragraph B. thorization described in Paragraphs A. and B. For the purpose of determining the B. Additional Insured -State Or Governmental required amount of insurance only,we will Agency Or Subdivision Or Political Subdi- include the minimum amount of any Um- vision - Automatic Status When Required brella Liability or Excess Liability cover- In Written Permits Or Authorizations age required for that additional insured in 1. Section II - Who Is An Insured is that written contract, written agreement, amended to include as an additional in- written permit or written authorization; or sured any state or governmental agency 2. Available under the applicable limits of in- or subdivision or political subdivision you surance; have agreed in writing in a permit or au- thorization to add as an additional insured whichever is less. on this Coverage Part. Such state or gov- ernmental agency or subdivision or politi- This endorsement shall not increase the appli- cal subdivision is an additional insured cable limits of insurance. only with respect to operations performed E. Section IV - Commercial General Liability by you or on your behalf for which the Conditions is amended to add the following: state or governmental agency or subdivi- sion or political subdivision has issued, in Automatic Additional Insured Provision writing, a permit or authorization. Includes copyrighted material of Insurance GA 472 05 20 Services Office, Inc., with its permission. Page 2 of 3 This insurance applies only if the "bodily inju- scribed in Paragraph A. or B. that this in- ry" or "property damage" occurs, or the "per- surance would be primary to any other in- sonal and advertising injury" offense is corn- surance available to the additional in- mitted: sured. 1. During the policy period; and As used in this endorsement, wrap-up insur- ance means a centralized insurance program 2. Subsequent to your execution of the writ- under which one party has secured either in- ten contract or written agreement, or the surance or self-insurance covering some or all issuance of a written permit or written au- of the contractors or subcontractors perform- thorization, described in Paragraphs A. ing work on one or more specific project(s). and B. F. Except when G. below applies, the following is Primary And Noncontributory Insurance When Required By Written Contract, added to Section IV - Commercial General Agreement, Permit Or Authorization Liability Conditions, Other Insurance, and supersedes any provision to the contrary: Except when wrap-up insurance applies to the claim or "suit" on behalf of the additional in- When Other Additional Insured Coverage sured, this insurance is primary to and will not Applies On An Excess Basis seek contribution from any other insurance This insurance is primary to other insurance available to the additional insured described in available to the additional insured described in Paragraphs A.and B. provided that: Paragraphs A.and B.except: 1. The additional insured is a Named In- 1. As otherwise provided in Section IV - sured under such other insurance; and Commercial General Liability Condi- 2. You have agreed in writing in a contract, tions, Other Insurance, b. Excess In- agreement, permit or authorization de- surance; or scribed in Paragraph A. or B. that this in- 2. For any other valid and collectible insur- surance would be primary and would not ance available to the additional insured as seek contribution from any other insur- an additional insured on another insur- ance available to the additional insured. ance policy that is written on an excess As used in this endorsement, wrap-up insur- basis. In such case, this insurance is also ance means a centralized insurance program excess. under which one party has secured either in- G. The following is added to Section IV - Corn- surance or self-insurance covering some or all mercial General Liability Conditions, Other of the contractors or subcontractors perform- Insurance, and supersedes any provision to ing work on one or more specific project(s). the contrary: H. Section IV - Commercial General Liability Primary Insurance When Required By Writ- Conditions, Transfer Of Rights Of Recov- ten Contract, Agreement, Permit Or Au- ery Against Others To Us is amended by the thorization addition of the following: Except when wrap-up insurance applies to the Waiver of Subrogation claim or "suit" on behalf of the additional in- We waive any right of recovery against any sured, this insurance is primary to any other additional insured under this endorsement, insurance available to the additional insured because of any payment we make under this described in Paragraphs A. and B. provided endorsement, to whom the insured has that: waived its right of recovery in a written con- 1. The additional insured is a Named In- tract, written agreement, written permit or writ- sured under such other insurance; and ten authorization. Such waiver by us applies only to the extent that the insured has waived 2. You have agreed in writing in a contract, its right of recovery against such additional in- agreement, permit or authorization de- sured prior to loss. Includes copyrighted material of Insurance GA 472 05 20 Services Office, Inc., with its permission. Page 3 of 3 COMMERCIAL GENERAL LIABILITY CG 20 38 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS FOR OTHER PARTIES WHEN REQUIRED IN WRITTEN CONSTRUCTION AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II -Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured: additional insureds, the following additional 1. Any person or organization for whom you exclusions apply: are performing operations when you and This insurance does not apply to: such person or organization have agreed in writing in a contract or agreement that such 1. "Bodily injury", "property damage" or person or organization be added as an "personal and advertising injury"arising out additional insured on your policy;and of the rendering of, or the failure to render, any professional architectural, engineering 2. Any other person or organization you are or surveying services, including: required to add as an additional insured under the contract or agreement described a. The preparing, approving, or failing to in Paragraph 1.above. prepare or approve, maps, shop drawings, opinions, reports, surveys, Such person(s) or organization(s) is an field orders, change orders or additional insured only with respect to liability drawings and specifications; or for "bodily injury", "property damage" or "personal and advertising injury" caused, in b. Supervisory, inspection, architectural whole or in part, by: or engineering activities. a. Your acts or omissions; or This exclusion applies even if the claims against any insured allege negligence or other b. The acts or omissions of those acting wrongdoing in the supervision, hiring, on your behalf, employment, training or monitoring of others by that insured, if the "occurrence" which caused in the performance of your ongoing operations the 'bodily injury" or"property damage", or the for the additional insured. offense which caused the "personal and However, the insurance afforded to such advertising injury", involved the rendering of, or additional insured described above: the failure to render, any professional architectural, engineering or surveying services. a. Only applies to the extent permitted by law; and 2. "Bodily injury" or "property damage" occurring after: b. Will not be broader than that which you are required by the contract or a. All work, including materials, parts or agreement to provide for such equipment furnished in connection additional insured. with such work, on the project (other than service, maintenance or repairs) A person's or organization's status as an to be performed by or on behalf of the additional insured under this endorsement ends additional insured(s) at the location of when your operations for the person or the covered operations has been organization described in Paragraph 1. above completed;or are completed. b. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any CG 20 38 0413 ©Insurance Services Office, Inc.,2012 Page 1 of 2 person or organization other than 1. Required by the contract or agreement another contractor or subcontractor described in Paragraph A.1.; or engaged in performing operations for a principal as a part of the same project. 2. Available under the applicable Limits of Insurance shown in the Declarations; C. With respect to the insurance afforded to these additional insureds, the following is added to whichever is less. Section III-Limits Of Insurance: This endorsement shall not increase the The most we will pay on behalf of the additional applicable Limits of Insurance shown in the insured is the amount of insurance: Declarations. CG 20 38 0413 © Insurance Services Office, Inc.,2012 Page 2 of 2 you or while performing duties related to d. Your legal representative if you die, but the conduct of your business. However, only with respect to duties as such. That none of these "employees" or "volunteer representative will have all your rights workers"are insureds for: and duties under this Coverage Part. (1) "Bodily injury" or "personal and ad- 3. Any organization you newly acquire or form, vertising injury": other than a partnership, joint venture or lim- ited liability company, and over which you (a) To you, to your partners or maintain ownership or majority interest, will members (if you are a partner- qualify as a Named Insured if there is no other ship or joint venture), to your similar insurance available to that organiza- members (if you are a limited li- tion. However: ability company), to a co- "employee" while in the course a. Insurance under this provision is afforded of his or her employment or only until the 90th day after you acquire performing duties related to the or form the organization or the end of the conduct of your business, or to policy period,whichever is earlier; your other "volunteer workers" COVERAGE A. BODILY INJURY AND b. while performing duties related PROPERTY DAMAGE LIABILITY does to the conduct of your business; not apply to "bodily injury" or "property (b) To the spouse, child, parent, damage" that occurred before you ac- brother or sister of that co- quired or formed the organization;and "employee" or "volunteer C. COVERAGE B. PERSONAL AND AD- worker as a consequence of VERTISING INJURY LIABILITY does not Paragraph (1)(a)above; apply to "personal and advertising injury" (c) For which there is any obligation arising out of an offense committed be- to share damages with or repay fore you acquired or formed the organi- someone else who must pay zation. damages because of the injury described in Paragraphs (1)(a) No person or organization is an insured with re- or(b)above; or spect to the conduct of any current or past part- nership, joint venture or limited liability company (d) Arising out of his or her provid- that is not shown as a Named Insured in the Dec- ing or failing to provide profes- larations. sional health care services. SECTION III-LIMITS OF INSURANCE (2) "Property damage"to property: 1. The Limits of Insurance shown in the Declara- (a) Owned, occupied or used by; or tions and the rules below fix the most we will (b) Rented to, in the care, custody pay regardless of the number of: or control of, or over which a. Insureds; physical control is being exer- cised for any purpose by, b. Claims made or"suits"brought; or you, any of your "employees", "vol- c. Persons or organizations making claims unteer workers", any partner or or bringing"suits". member (if you are a partnership or 2. a. The General Aggregate Limit is the most joint venture), or any member (if you we will pay for the sum of: are a limited liability company). (1) Medical expenses under COVER- b. Any person (other than your "employee" AGE C.MEDICAL PAYMENTS; or "volunteer worker"), or any organiza- tion while acting as your real estate man- (2) Damages under COVERAGE A. ager. BODILY INJURY AND PROPERTY c. Any person or organization having proper DAMAGE LIABILITY, except dam- temporary custody of your property if you ages because "bodilyinjury" die, but only: "property damage" included in the "products-completed operations (1) With respect to liability arising out of hazard"; and the maintenance or use of that prop- (3) Damages under COVERAGE B. erty; and PERSONAL AND ADVERTISING (2) Until your legal representative has INJURY LIABILITY. been appointed. This General Aggregate Limit will not ap- ply if either the Location General Aggre- Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc.,with its permission. Page 12 of 22 gate Limit of Insurance, Paragraph 2.b., your behalf at the same location for or the Construction Project General Ag- the same persons or organizations, gregate Limit of Insurance, Paragraph no matter how often or under how 2.c.applies, many different contracts, will be Location General Aggregate deemed to be a single construction b. A separate project. Limit of Insurance, equal to the amount of the General Aggregate Limit shown in the 3. The Products-Completed Operations Aggre- Declarations, shall apply to each location gate Limit is the most we will pay under COV- owned by, or rented or leased to you and ERAGE A. BODILY INJURY AND PROP- is the most we will pay for the sum of: ERTY DAMAGE LIABILITY for damages be- cause of "bodily injury" and "property dam- (1) Damages under COVERAGE A. age" included in the "products-completed op- BODILY INJURY AND PROPERTY erations hazard". DAMAGE LIABILITY, except dam- ages because of "bodily injury" or 4. Subject to 2.a. above, the Personal and Ad- "property damage" included in the vertising Injury Limit is the most we will pay "products-completed operations under COVERAGE B. PERSONAL AND AD- hazard"; and VERTISING INJURY LIABILITY for the sum of Medical expenses under COVER- all damages because of all "personal and ad- (2) P vertising injury" sustained by any one person AGE C.MEDICAL PAYMENTS, or organization. which can be attributed to operations at 5. Subject to 2. or 3. above, whichever applies, only a single location owned by, or rented the Each Occurrence Limit is the most we will or leased to you. pay for the sum of: c. A separate Construction Project General a. Damages under COVERAGE A. BODILY Aggregate Limit of Insurance, equal to INJURY AND PROPERTY DAMAGE Li- the amount of the General Aggregate ABILITY; and Limit shown in the Declarations, shall ap- ply to each construction project and is the b. Medical expenses under COVERAGE C. most we will pay for the sum of: MEDICAL PAYMENTS; (1) Damages under COVERAGE A. because of all "bodily injury" and "property BODILY INJURY AND PROPERTY damage"arising out of any one"occurrence". DAMAGE LIABILITY, except dam- 6. Subject to 5, above, the Damage to Premises ages because of "bodily injury" or 1 9 "property damage" included in the Rented to You Limit is the most we will pay "products-completed operations under COVERAGE A. BODILY INJURY AND hazard"; and PROPERTY DAMAGE LIABILITY for dam- ages because of "property damage" to any (2) Medical expenses under COVER- one premises, while rented to you, or in the AGE C. MEDICAL PAYMENTS; case of damage by fire or explosion, while rented to you or temporarily occupied by you which can be attributed only to ongoing with permission of the owner. operations and only at a single construc- tion project. 7. Subject to 5. above, the Medical Expense Limit is the most we will pay under COVER- d. Only for the purpose of determining which AGE C. MEDICAL PAYMENTS for all medical General Aggregate Limit of Insurance, expenses because of"bodily injury"sustained 2.a., 2.b., or 2.c., applies: by any one person. (1) Location means premises involving The Limits of Insurance of this Coverage Part ap- the same or connecting lots, or ply separately to each "coverage term". premises, whose connection is inter- rupted only by a street, roadway, SECTION IV - COMMERCIAL GENERAL LI- waterway or right-of-way of a rail- ABILITY CONDITIONS road. 1. Bankruptcy (2) Construction project means a loca- tion you do not own, rent or lease Bankruptcy or insolvency of the insured or of where ongoing improvements, al- the insured's estate will not relieve us of our terations, installation, demolition or obligations under this Coverage Part. maintenance work is performed by 2. Duties in the Event of Occurrence, Offense, you or on your behalf. All connected Claim or Suit ongoing improvements, alterations, installation, demolition or mainte- a. You must see to it that we are notified as nance work performed by you or on soon as practicable of an "occurrence" or Includes copyrighted material of Insurance GA 101 12 04 Services Office, Inc.,with its permission. Page 13 of 22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CinciPlus® BUSINESS AUTO XC+® (EXPANDED COVERAGE PLUS) ENDORSEMENT This endorsement modifies insurance provided by the following: BUSINESS AUTO COVERAGE FORM With respect to the coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by this endorsement. A. Blanket Waiver of Subrogation This provision does not apply unless the valid written contract has been: SECTION IV - BUSINESS AUTO CONDI- TIONS, A. Loss Conditions, 5. Transfer of 1. Executed prior to the accident causing Rights of Recovery Against Others to Us is "bodily injury'or"property damage"; and amended by the addition of the following: 2. Is still in force at the time of the"accident" We waive any right of recovery we may have causing "bodily injury" or "property dam- against any person or organization because of age". payments we make for 'bodily injury" or "property damage"arising out of the operation D. Employee Hired Auto of a covered "auto" when you have assumed 1. Changes in Liability Coverage liability for such "bodily injury" or "property damage" under an "insured contract", provid- The following is added to the SECTION II ed the"bodily injury"or"property damage"oc- - LIABILITY COVERAGE, A. Coverage, curs subsequent to the execution or the "in- 1.Who is an Insured: sured contract". An "employee" of yours is an "insured" B. Noncontributory Insurance while operating an "auto" hired or rented under a contract or agreement in that SECTION IV - BUSINESS AUTO CONDI- TIONS, B. General Conditions, 5. Other In- "employee's" name, with your permission, while performing duties related to the surance c. is deleted in its entirety and re- conduct of your business. placed by the following: c. Regardless of the provisions of Par- 2. Changes in General Conditions agraph a. above, this Coverage SECTION IV - BUSINESS AUTO CON- Form's Liability Coverage is primary DITIONS, B. General Conditions, 5. and we will not seek contribution Other Insurance is deleted in its entirety from any other insurance for any lia- and replaced by the following: bility assumed under an "insured contract" that requires liability to be b. For Hired Auto Physical Damage assumed on a primary noncontributo- Coverage the following are deemed Ty basis. to be covered"autos"you own: C. Additional Insured by Contract (1) Any covered "auto" you lease, hire, rent or borrow; and SECTION II - LIABILITY COVERAGE, A. Coverage, 1.Who is an Insured is amended (2) Any covered "auto" hired or to inclue as an insured any person or organi- rented by your"employee"under zation for whom you have agreed in a valid a contract in that individual "em- written contract to provide insurance as af- ployee's" name, with your per- forded by this policy. mission, while performing duties related to the conduct of your This provision is limited to the scope of the business. valid written contract. Includes copyrighted material of ISO AA 288 06 20 Properties, Inc.,with its permission. Page 1 of 4 However, any "auto" that is leased, a. Is effective on the date of acquisition hired, rented or borrowed with a driver or formation, and is afforded for 180 is not a covered"auto". days after such date; E. Audio, Visual and Data Electronic Equip- b. Does not apply to "bodily injury" or ment "property damage" resulting from an "accident" that occurred before you SECTION III - PHYSICAL DAMAGE COV- ERAGE, C. Limit of Insurance is amended acquired or formed the organization; by adding the following: c. Does not apply to any newly acquired 4. The most we will payfor all "loss" to au- or formed organization that is a joint venture or partnership;and dio, visual or data electronic equipment and any accessories used with this d. Does not apply to an insured under equipment as a result of any one "acci- any other automobile liability policy or dent"is the lesser of would be an insured under such a policy but for the termination of such a. The actual cash value of the dam- policy or the exhaustion of such poli- aged or stolen property as of the time cy's limits of insurance. of the"accident"; b. The cost of repairing or replacing the 3. Any of your "employees" while using a p g P g covered "auto" in your business or your damaged or stolen property with oth- personal affairs, provided you do not own, er property of like kind and quality; or hire or borrow that"auto". c. $2,500. G. Liability Coverage Extensions - Supple- Provided the equipment,at the time of the mentary Payments-Higher Limits "loss"is: SECTION II - LIABILITY COVERAGE, A. a. Permanently installed in or upon the Coverage, 2. Coverage Extensions,a. Sup- covered "auto" in a housing, opening plementary Payments is amended by: or other location that is not normally 1. Replacing the $2,000 Limit of Insurance used by the "auto" manufacturer for for bail bonds with $4,000 in(2); and the installation of such equipment; b. Removable from a permanentlyin- 2. Replacing the $250 Limit of Insurance for reasonable expenses with$500 in(4). stalled housing unit as described in Paragraph 2.a.above; or H. Amended Fellow Employee Exclusion c. An integral part of such equipment. SECTION II -LIABILITY COVERAGE, B.F. Who is an Insured -Amended Ex- clusions, 5. Fellow Employee is modified as follows: SECTION II - LIABILITY COVERAGE, A. Exdusion 5. Fellow Employee is deleted. Coverage, 1.Who is an Insured is amended by adding the following: I. Hired Auto-Physical Damage The following are"insureds": If hired "autos"are covered"autos"for Liability Coverage, then Comprehensive and Collision 1. Any subsidiary which is a legally incorpo- Physical Damage Coverages as provided un- rated entity of which you own a financial der SECTION III - PHYSICAL DAMAGE interest of more than 50% of the voting COVERAGE of this Coverage Part are ex- stock on the effective date of this cover- tended to "autos" you hire, subject to the fol- age form. lowing: However, the insurance afforded by this 1. The most we will pay for "loss" to any provision does not apply to any subsidiary hired "auto" is $50,000 or the actual cash that is an "insured" under any other au- value or cost to repair or replace, which- tomobile liability policy or would be an"in- ever is the least, minus a deductible. sured" under such policy but for termina- tion of such policy or the exhaustion of 2. The deductible will be equal to the largest such policy's limits of insurance. deductible applicable to any owned "auto" for 2. Any organization that is newly acquired or less.that coverage, or$1,000, whichever is formed by you and over which you main- tain majority ownership. The insurance 3. Hired Auto - Physical Damage coverage provided by this provision: is excess over any other collectible insur- ance. Includes copyrighted material of ISO AA 288 06 20 Properties, Inc., with its permission. Page 2 of 4 4. Subject to the above limit,deductible, and K. Transportation Expense-Higher Limits excess provisions we will provide cover- SECTION III - PHYSICAL DAMAGE COV- age equal to the broadest coverage appli- cable to any covered "auto" you own in- ERAGE, A. Coverage, 4. Coverage Exten- sured under this policy. sions is amended by replacing $20 per day with $50 per day, and $600 maximum with Coverage indudes loss of use of that hired au- $1,500 maximum in Extension a. Transpor- to, provided it results from an "accident" for tation Expenses. which you are legally liable and as a result of which a monetary loss is sustained by the L. Airbag Coverage leasing or rental concern. The most we will SECTION III - PHYSICAL DAMAGE COV- pay for any one"accident"is$3,000. ERAGE, B. Exclusions, 3.a. is amended by If a limit for Hired Auto - Physical Damage is adding the following: shown in the Schedule, then that limit replac- However, the mechanical and electrical es, and is not added to, the$50,000 limit indi- breakdown portion of this exdusion does not cated above and the deductibles shown in the apply to the accidental discharge of an airbag. Schedule are applicable. This coverage for airbags is excess over any J. Rental Reimbursement other collectible insurance or warranty. SECTION III - PHYSICAL DAMAGE COV- M. Loan or Lease Gap Coverage ERAGE is amended by adding the following: 1. SECTION III - PHYSICAL DAMAGE 1. We will pay for rental reimbursement ex- COVERAGE, C. Limit of Insurance is penses incurred by you for the rental of deleted in its entirety and replaced by the an"auto"because of a'loss"to a covered following, but only for private passenger "auto". Payment applies in addition to the type"autos"with an original loan or lease, otherwise applicable amount of each cov- and only in the event of a "total loss" to erage you have on a covered "auto". No such a private passenger type"auto": deductible applies to this coverage. a. The most we will pay for"loss"in any 2. We will pay only for those expenses in- one"accident"is the greater of: curred during the policy period beginning (1) The amount due under the terms 24 hours after the "loss" and ending, re- of the lease or loan to which gardless of the policys expiration, with your covered private passenger the lesser of the following number of type"auto"is subject, but will not days: include: a. The number of days reasonably re- (a) Overdue lease or loan pay- quired to repair the covered "auto". If ments; "loss" is caused by theft,this number of days is added to the number of (b) Financial penalties imposed days it takes to locate the covered under the lease due to high "auto"and return it to you; or mileage, excessive use or abnormal wear and tear; b. 30 days. is limited to the lesser of the (c) Security deposits not re- 3. Our payment funded by the lessor; following amounts: warran- a. Necessaryand actual expenses in- (d) Costs for extended P ties, Credit Life Insurance, curred; or Health, Accident or Disabil- b. $50 per day. ity Insurance purchased with the loan or lease; and 4. This coverage does not apply while there are spare or reserve "autos" available to (e) Carry-over balances from you for your operations. previous loans or leases, or 5. We will pay under this coverage only that (2) Actual cash value of the stolen amount of your rental reimbursement ex- or damaged property. penses which is not already provided for b. An adjustment for depreciation and under SECTION III - PHYSICAL DAM- physical condition will be made in de- AGE COVERAGE, A. Coverage, 4. termining actual cash value at the Coverage Extensions. time of"loss". Includes copyrighted material of ISO AA 288 06 20 Properties, Inc., with its permission. Page 3 of 4 2. SECTION V - DEFINITIONS is amended P. Unintentional Failure to Disclose Hazards by adding the following, but only for the SECTION IV - BUSINESS AUTO CONDI- Coverage: purposes of this Loan or Lease Gap TIONS, B. General Conditions, 2. Conceal- ment, Misrepresentation or Fraud is 'Total loss" means a "loss" in which the amended by adding the following: cost of repairs plus the salvage value ex- ceeds the actual cash value. However, if you unintentionally fail to disclose any hazards existing on the effective date of N. Glass Repair-Waiver of Deductible this Coverage Form, we will not deny cover- ageSECTION III - PHYSICAL DAMAGE COV- under this Coverage Form because of such failure. ERAGE, D.Deductible is amended by adding the following: Q. Mental Anguish Resulting from Bodily Inju- No deductible applies to glass damage if the ry glass is repaired in a manner acceptable to us SECTION V-DEFINITIONS, C. "Bodily inju- rather than replaced. Ty" is deleted in its entirety and replaced by the following: O. Duties in the Event of an Accident, Claim, Suit or Loss-Amended "Bodily injury'means bodily injury,sickness or IV - BUSINESS AUTO CONDI- disease sustained by a person,induding men- SECTIONtal anguish and death sustained by the same TIONS,A. Loss Conditions,2. Duties in the person that results from such bodily injury, Event of Accident,Claim,Suit or Loss,a.is sickness or disease. "Bodily injury" does not amended by adding the following: include mental anguish or death that does not This condition applies only when the "acci- result from bodily injury, sickness or disease. dent"or"loss"is known to: R. Coverage for Certain Operations in Con- t. You, if you are an individual; nection with Railroads 2. A partner, if you are a partnership; With respect to the use of a covered "auto" in operations for or affecting a railroad: 3. An executive officer or insurance manag- er, if you are a corporation; or 1. SECTION V - DEFINITIONS, H. "Insured contract", 1.c. is deleted in its entirety and 4. A member or manager, if you are a lim- replaced by the following: ited liability company. c. An easement or license agreement; 2. SECTION V - DEFINITIONS, H. "Insured contract", 2.a. is deleted. Includes copyrighted material of ISO AA 288 06 20 Properties, Inc., with its permission. Page 4 of 4 COMMERCIAL UMBRELLA - TABLE OF CONTENTS Coverage Part Provision: Begins on Page: Preamble 3 SECTION I-COVERAGE 3 A. Insuring Agreement 3 B. Exclusions: 4 1. Asbestos 4 2. Breach of Contract, Failure to Perform, Wrong Description and Violation of Another's Rights 4 3. Contractual Liability 4 4. Damage to Impaired Property or Property Not Physically Injured 4 5. Damage to Property 4 6. Damage to Your Product 4 7. Damage to Your Work 4 8. Distribution of Material in Violation of Statutes 5 9. Electronic Chatrooms or Bulletin Boards 5 10. Electronic Data 5 11. Employer's Liability Limitation 5 12. Employment-Related Practices 5 13. Expected or Intended Injury 5 14. Falsity, Prior Publication, Criminal Act and Media and Internet Type Businesses 6 15. Infringement of Copyright, Patent, Trademark or Trade Secret 6 16. Pollutant-Auto 6 17. Pollutant-Other Than Auto 7 18. Recall of Products,Work or Impaired Property 9 19. Unauthorized Use of Another's Name or Product 9 20. Uninsured/ Underinsured Motorist 9 21. War 9 22. Workers' Compensation 9 C. Defense and Supplementary Payments 9 SECTION II-WHO IS AN INSURED 10 SECTION III-LIMITS OF INSURANCE 11 SECTION IV-CONDITIONS: 12 1. Appeals 12 2. Audit 13 3. Bankruptcy 13 4. Duties in the Event of Occurrence, Claim or Suit 13 5. First Named Insured 13 6. Legal Action Against Us and Loss Payments 13 7. Liberalization 14 8. Maintenance of Underlying Insurance 14 9. Other Insurance 14 10. Premium 14 11. Representations 14 12. Separation of Insureds 14 13. Transfer of Rights of Recovery Against Others to Us 15 14. When We Do Not Renew 15 SECTION V-DEFINITIONS: 15 1. "Advertisement" 15 2. "Authorized representative" 15 3. "Auto" 15 4. "Bodily injury" 16 5. "Coverage term" 16 6. "Coverage territory" 16 Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 1 of 22 Coverage Part Provision: Begins on Page: 7. "Electronic data" 16 8. "Employee" 16 9. "Executive officer" 16 10. "Hostile fire" 16 11. "Impaired property" 16 12. "Insured contract" 16 13. "Leased worker" 17 14. "Loading or unloading" 17 15. "Mobile equipment" 18 16. "Occurrence" 18 17. "Personal and advertising injury" 18 18. "Pollutants" 19 19. "Products-completed operations hazard" 19 20. "Property damage" 19 21. "Subsidiary" 19 22. "Suit" 19 23. "Temporary worker" 20 24. "Ultimate net loss" 20 25. "Underlying insurance" 20 26. "Underlying limit" 20 27. "Workplace" 20 28. "Your product" 20 29. "Your work" 20 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT 21 Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 2 of 22 COMMERCIAL UMBRELLA LIABILITY COVERAGE FORM Various provisions in this Coverage Part restrict that the "personal and advertising in- this insurance. Read the entire Coverage Part jury" offense had been committed or carefully to determine rights, duties and what is and had begun to be committed, in whole is not covered. or in part. Throughout this Coverage Part the words "you"and 3. "Bodily injury" or "property damage" "your" refer to the Named Insured shown in the which: Declarations, and any other person or organization qualifying as a Named Insured under this Coverage a. Occurs during the "coverage term"; Part. The words "we", "us" and "our" refer to the and Company providing this insurance. b. Was not, prior to the "coverage The word "insured" means any person or organiza term", known by you, per Paragraph tion qualifying as such under SECTION II-WHO IS 5. below,to have occurred; AN INSURED. includes any continuation, change or re- Other words and phrases that appear in quotation sumption of that"bodily injury" or"proper- marks have special meaning. Refer to SECTION ty damage" after the end of the"coverage V-DEFINITIONS. term" in which it first became known by you. SECTION I-COVERAGE 4. "Personal and advertising injury" caused A Insuring Agreement by an offense which: 1. We will pay on behalf of the insured the a. Was committed during the "coverage "ultimate net loss" which the insured is le- term"; and gaily obligated to pay as damages for "bodily injury", "personal and advertising b. Was not, prior to the "coverage injury" or "property damage" to which this term", known by you, per Paragraph insurance applies: 5. below, to have been committed; a. Which is in excess of the "underlying includes any continuation, change or re- sumption of that"personal and advertising insurance; or injury" offense after the end of the "cover- b. Which is either excluded or not in- age term" in which it first became known sured by"underlying insurance". by you. 2. This insurance applies to "bodily injury", 5. You will be deemed to know that "bodily "personal and advertising injury" or "prop- injury" or "property damage" has oc- erty damage"only if: curred, or that a "personal and advertising injury" offense has been committed at the a. The "bodily injury", "personal and ad- earliest time when any "authorized repre- vertising injury" or "property damage" sentative": is caused by an "occurrence" that takes place in the "coverage territo- a. Reports all, or any part, of the "bodily ry"; and injury", "personal and advertising inju- ry"b. The "bodilyinjury" or "property dam- or"property damage" to us or any 1 ry" "P P Y other insurer; age" occurs during the policy period shown in the Declarations; or b. Receives a written or verbal demand or claim for damages because of the c. The "personal and advertising injury' "bodily injury", "personal and advertis- results from an "occurrence" that ing injury"or"property damage"; takes place during the policy period shown in the Declarations; and c. First observes, or reasonably should a term" in which have first observed,the "bodily injury" d. Prior to the "coverage or "property damage", or the offense "bodily injury" or "property damage" that caused the "personal and adver- occurs, or a "personal and advertis- tiling injury"; ing injury" offense is committed, you did not know, per Paragraph 5. be- d. Becomes aware, or reasonably low,that the "bodily injury"or"proper- should have become aware, by any ty damage" had occurred or had be- means, other than as described in c. gun to occur, in whole or in part, or above, that"bodily injury" or"property Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 3 of 22 damage" had occurred or had begun a. That the insured would have in the to occur, or that the "personal and absence of the contract or agree- advertising injury" offense had been ment; or committed or had begun to be com- mitted; or b. Assumed in a contract or agreement that is an "insured contract", provided e. Becomes aware, or reasonably the "bodily injury", "personal and ad- should have become aware, of a vertising injury" or "property damage" condition from which "bodily injury", occurs subsequent to the execution "personal and advertising injury" or of the contract or agreement. "property damage" is substantially certain to occur. 4. Damage to Impaired Property or Prop- erty Not Physically Injured 6. The amount we will pay for damages is limited as described in SECTION III-LIM- "Property damage" to "impaired property" ITS OF INSURANCE. or property that has not been physically in- jured, arising out of: No other obligation or liability to pay sums or perform acts or services is covered, unless a. A defect, deficiency, inadequacy or expressly provided for under SECTION I - dangerous condition in "your product" COVERAGE, C. Defense and Supplemen- or"your work"; or tary Payments. b. A delay or failure by you or anyone B. Exclusions acting on your behalf to perform a contract or agreement in accordance This insurance does not apply to: with its terms. 1. Asbestos This exclusion does not apply to the loss of use of other property arising out of Any liability arising out of, attributable to or sudden and accidental physical injury to any way related to asbestos in any form or "your product" or "your work" after it has transmitted in any manner. been put to its intended use. 2. Breach of Contract, Failure to Perform, 5. Damage to Property Wrong Description and Violation of Another's Rights "Property damage" to property owned by any insured, including any costs or ex- "Personal and advertising injury": penses incurred by you, or any other per- a. Arising out of breach of contract, ex- son, organization or entity, for repair, re- cept an implied contract to use an-ex- placement,to ent,a of enhancement, restoration ear other's advertising idea in your ad- h property y vertisement"; son, including prevention of injury to a person or damage to another's property. b. Arising out of the failure of goods, products or services to conform with 6. Damage to Your Product any statement of quality or perfor- "Property damage" to "your product" aris- mance made in your"advertisement"; ing out of it or any part of it. c. Arising out of the wrong description 7. Damage to Your Work of the price of goods, products or services stated in your "advertise- "Property damage" to "your work" arising ment"; or out of it or any part of it and included in haz- d. Caused byor at the direction of the the "products-completed operations and". insured with the knowledge that the act would violate the rights of another This exclusion does not apply if the dam- and would inflict"personal and adver- aged work or the work out of which the tising injury'. damage arises was performed on your behalf by a subcontractor. 3. Contractual Liability Anyliabilityfor which the insured is obli 8. Distribution of Material in Violation of gaed to pay damages by reason of the Statutes assumption of liability in a contract or Any liability arising directly or indirectly out agreement. This exclusion does not apply of any action or omission that violates or to liability for "bodily injury", "personal and is alleged to violate: advertising injury" or"property damage": Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 4 of 22 a. The Telephone Consumer Protection 12. Employment-Related Practices Act (TCPA), including any amend- ment of or addition to such law; Any liability arising from any injury to: b. The CAN-SPAM Act of 2003, includ- a. A person arising out of any: ing any amendment of or addition to (1) Refusal to employ that person; such law; or (2) Termination of that person's ern- c. Any statute, ordinance or regulation, ployment; or other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits (3) Other employment-related prac- the sending, transmitting, communi- tices, policies, acts or omissions cating or distribution of material or in- including but not limited to coer- formation. cion, criticism, demotion, evalua- tion, failure to promote, reas- 9. Electronic Chatrooms or Bulletin signment, discipline, defamation, Boards harassment, humiliation or dis- "Personal and advertising injury" arising crimination directed at that per- out of an electronic chatroom or bulletin son; or board the insured hosts, owns, or over b. The spouse, child, parent, brother or which the insured exercises control. sister of that person as a conse- 10. Electronic Data quence of any injury to that person at whom any of the employment-related Damages arising out of the loss of, loss of practices described in Paragraphs use of, damage to, corruption of, inability (1), (2), or(3)above is directed. to access, or inability to manipulate "elec- tronic data". This exclusion applies: 11. Employer's Liability Limitation a. Whether the insured may be liable as an employer or in any other capacity; Any liability arising from any injury to: and a. An "employee" of the insured sus- b. To any obligation to share damages tamed in the"workplace"; with or repay someone else who b. An "employee" of the insured arising joust pay damages because of the in- out of the performance of duties re- lated ry to the conduct of the insured's 13. Expected or Intended Injury business; or "Bodily injury" or"property damage" which c. The spouse, child, parent, brother or may reasonably be expected to result sister of that "employee" as a conse- from the intentional or criminal acts of the quence of a.or b.above. insured or which is in fact expected or in- tended by the insured, even if the injury or This exclusion applies: damage is of a different degree or type a. Whether the insured may be liable as than actually intended or expected. an employer or in any other capacity; However, this exclusion does not apply to: and b. To anyobligation to share damages a. "Bodily injury" resulting from the use 9 9 of reasonable force to protect per- with or repay someone else who sons or property; or must pay damages because of the in- jury. b. "Bodily injury" or "property damage" resulting from the use of reasonable This exclusion does not apply when such force to prevent or eliminate danger insurance is provided by valid and collect- in the operation of "autos" or water- ible "underlying insurance" listed in the craft. Schedule of Underlying Insurance, or would have been provided by such listed 14. Falsity, Prior Publication, Criminal Act "underlying insurance" except for the ex- and Media and Internet Type Busi- haustion by payment of claims of its limits nesses of insurance, and then only for such haz- ards for which coverage is provided by "Personal and advertising injury": such "underlying insurance", unless oth- erwise excluded by this Coverage Part. Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 5 of 22 a. Arising out of oral or written publica- (a) Being transported or towed tion of material, if done by or at the by, handled, or handled for direction of the insured with movement into, onto or knowledge of its falsity; from, an "auto" that an in- suredb. Arisingout of oral or writtenpublica- owns, hires, borrows, rents, leases, or that is op- tion of material whose first publication erated on their behalf in any took place before the later of the fol- other fashion; lowing: (1) The inception of this Coverage (b) Otherwise in the course of transit by or on behalf of the Part; or insured; or (2) The "coverage term" in which in- (c) Being stored, disposed of, surance coverage is sought; treated or processed in or c. Arising out of a criminal act commit upon an "auto" that an in- ted by or at the direction of the in- sured owns, hires, borrows, sured; or rents, leases, or that is op- erated on their behalf in any d. Committed by an insured whose other fashion; business is: (2) Before the "pollutants" or any (1) Advertising, broadcasting, pub- property in which the "pollutants" lishing or telecasting; are contained are moved from the place where they are accept- (2) Designing or determining content ed by the insured for movement of web-sites for others; or into or onto an "auto"that an in- (3) An Internet search, access, con- sured owns, hires, borrows, tent or service provider. rents, leases, or that is operated on their behalf in any other fash- However, Paragraph d. does not ap- ion; or ply to Paragraphs 17.a., b., c., d. and i. of "personal and advertising (3) After the "pollutants" or any injury' under SECTION V - DEFINI- property in which the "pollutants" TIONS. are contained are moved from an "auto" that an insured owns, For the purposes of Paragraph d., hires, borrows, rents, leases, or the placing of frames, borders or that is operated on their behalf in links, or advertising,for you or others any other fashion to the place anywhere on the Internet, is not by where they are finally delivered, itself, considered the business of ad- disposed of or abandoned by the vertising, broadcasting, publishing or insured. telecasting. Paragraph (1) above does not apply 15. Infringement of Copyright, Patent, to "bodily injury"or"property damage" Trademark or Trade Secret arising from fuels, lubricants, or other "Personal and advertisinginjury' arisingoperating fluids, exhaust gases or 1 N' other similar "pollutants" that are out of the infringement of copyright, pa- needed for or result from the normal tent, trademark, trade secret or other in- electrical, hydraulic or mechanical tellectual property rights. functioning of an "auto" that an in- However, this exclusion does not apply to sured owns, hires, borrows, rents, infringement in your "advertisement", of leases, or that is operated on their copyright,trade dress or slogan. behalf in any other fashion or its parts, if: 16. Pollutant-Auto (a) The "pollutants" escape, seep, a. "Bodily injury" or "property damage" migrate, or are discharged, dis- arising out of the actual, alleged or persed or released directly from threatened discharge, dispersal, an "auto" part designed by its seepage, migration, release, em is- manufacturer to hold, store, re- sion or escape of"pollutants": ceive or dispose of such "pollu- tants";and (1) That are, or that are contained in any property that is: Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 6 of 22 (b) The "bodily injury' or "property "underlying limit" specified in the damage" does not arise out of Schedule of Underlying Insur- the operation of any equipment ance for the "underlying insur- listed in Paragraphs f.(2) and (3) ance" listed and subject to all its of the definition of "mobile terms, limitations and conditions: equipment". (a) "Bodily injury', if sustained However,this exception to Paragraph within a building and caused (1) does not apply if the fuels, lubri- by smoke, fumes, vapor or cants, or other operating fluids, ex- soot produced by or origi- haust gases or other similar "pollu- nating from equipment that tants" are intentionally discharged, is used to heat, cool or de- dispersed, emitted or released. humidify the building, or Paragraphs (2) and (3) above do not equipment that is used to heat water for personal use apply to an "occurrence" that occurs by the building's occupants away from premises owned by or or their guests; rented to an insured with respect to "pollutants" not in or upon an "auto" (b) "Bodily injury" or "property that an insured owns, hires, borrows, damage" for which you may rents, leases, or that is operated on be held liable, if you are a their behalf in any other fashion if: contractor, and the owner or The "pollutants" or anyproperty lessee of such premises, " (a) P p p y site or location has been in which the "pollutants" are con- added to your "underlying tained are upset, overturned or insurance" as an additional damaged as a result of the insured with respect to your maintenance or use of an "auto" ongoing operations or "your that an insured owns, hires, bor- work" performed for that rows, rents, leases, or that is op- additional insured at that erated on their behalf in any oth- premises, site or location er fashion; and and such premises, site or (b) The discharge, dispersal, seep- location is not and never age, migration, release, emis- was owned or occupied by, sion or escape of the "pollutants" or rented or loaned to, any is caused directly by such upset, insured, other than that ad- overturn or damage. ditional insured; or b. Any liability caused by "pollutants" (c) "Bodily injury" or "property and arising from the operation, damage"arising out of heat, maintenance, use, "loading or un- smoke or fumes from a loading" of an "auto", for which insur- "hostile fire"; ance coverage is excluded by"under- (2) At or from any premises, site or lying insurance". location which is or was at any 17. Pollutant-Other Than Auto time used by or for any insured or others for the handling, stor- a. "Bodily injury" or "property damage" age, disposal, processing or arising out of the actual, alleged or treatment of waste; threatened discharge, dispersal, seepage, migration, release, emis- (3) Which are or were at any time sion or escape of"pollutants": transported, handled, stored, treated, disposed of, or pro- (1) At or from any premises, site or cessed as waste by or for any location which is or was at any insured or any person or organi- time owned or occupied by, or zation for whom you may be le- rented or loaned to, any insured. gaily responsible; However, Paragraph a.(1) of this (4) At or from any premises, site or exclusion does not apply to the location on which any insured or following if such liability is coy- any contractors or subcontrac- ered by "underlying insurance" tors working directly or indirectly listed in the Schedule of Underly- on any insured's behalf are per- ing Insurance, but only to the ex- forming operations, if the "pollu- tent insurance is provided at the tants" are brought on or to the Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 7 of 22 premises, site or location in con- smoke or fumes from a nection with such operations by "hostile fire'; or such insured, contractor or sub- contractor. (5) At or from any premises, site or location on which any insured or However, Paragraph a.(4) of this any contractors or subcontrac- exclusion does not apply to the tors working directly or indirectly following if such liability is cov- on any insured's behalf are per- ered by "underlying insurance" forming operations, if the opera- listed in the Schedule of Underly- tions are to test for, monitor, ing Insurance, but only to the ex- clean up, remove, contain, treat, tent insurance is provided at the detoxify or neutralize, or in any "underlying limit" specified in the way respond to or assess the ef- Schedule of Underlying Insur- fects of, "pollutants". ance for the "underlying insur- ance" b. "Personal and advertising injury"aris- ing out of the actual, alleged or terms, limitations and conditions: threatened discharge, dispersal, (a) "Bodily injury' or "property seepage, migration, release, escape damage" arising out of the or emission of "pollutants" at any escape of fuels, lubricants time. or other operating fluids which are needed to per- c. Any loss, cost or expense arising out form the normal electrical, of any: hydraulic or mechanical (1) Request, demand, order or stat- functions necessary for the utory or regulatory requirement operation of "mobile equip- that any insured or others test ment" or its parts, if such for, monitor, clean up, remove, fuels, lubricants or other op- contain, treat, detoxify or neutral- erating fluids escape from a ize, or in any way respond to, or vehicle part designed to assess the effects of, "pollu- hold, store or receive them. tants"; or This exception does not ap- ply if the "bodily injury" or (2) Claim or suit by or on behalf of a "property damage" arises governmental authority for dam- out of the intentional dis- ages because of testing for, charge, dispersal or release monitoring, cleaning up, remov- of the fuels, lubricants or ing, containing, treating, detoxify- other operating fluids, or if ing or neutralizing, or in any way such fuels, lubricants or responding to, or assessing the other operating fluids are effects of, "pollutants". brought on or to the premis- es, site or location with the However, this Paragraph c. does not intent that they be dis- apply to liability for damages because charged, dispersed or re- of"property damage"that the insured leased as part of the opera- would have in the absence of such tions being performed by request, demand, order or statutory such insured, contractor or or regulatory requirement, or such subcontractor; claim or "suit" by or on behalf of a governmental authority. (b) "Bodily injury' or "property damage" sustained within a d. Any liability caused by"pollutants", for building and caused by the which insurance coverage is exclud- release of gases, fumes or ed by"underlying insurance". vapors from materials 18. Recall of Products, Work or Impaired brought into that building in Property connection with operations being performed by you or Any liability or damages claimed for any on your behalf by a contrac- loss, cost or expense incurred by you or tor or subcontractor; or others for the loss of use, withdrawal, re- call, inspection, repair, replacement, ad- (c) "Bodily injury' or "property justment, removal or disposal of: damage"arising out of heat, a. "Your product"; Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 8 of 22 b. "Your work"; or ing injury" or "property damage" to which this insurance does not apply. We may, c. "Impaired Property"; at our discretion, investigate any "occur- if such product, work or property is with- rence" and settle any claim or "suit" that drawn or recalled from the market or from may result when: use by any person or organization be- a. The applicable limits of the "underly- cause of a known or suspected defect, ing insurance" and any other insur- deficiency, inadequacy or dangerous con- ance have been exhausted by pay- dition in it. ment of claims; or 19. Unauthorized Use of Another's Name b. Damages are sought for "bodily inju- or Product ry', "personal and advertising injury" "Personal and advertising injury" arising or "property damage" which are not out of the unauthorized use of another's covered by "underlying insurance" or name or product in your e-mail address, other insurance. domain name or metatag or any other 2. Our right and duty to defend ends when similar tactics to mislead another's poten- the applicable Limits of Insurance, as tial customers. stated in the Declarations, has been ex- 20. Uninsured/Underinsured Motorist hausted by payment of claims. Any liability or obligation to any insured or 3. We have no duty to investigate, settle or anyone else under any uninsured motor- defend any claim or "suit" other than ist, underinsured motorist, automobile no- those circumstances described in Para- fault or first party personal injury law. graph C.1. However,we do have the right to participate in the investigation, settle- 21. War ment or defense of any claim or "suit" to which this insurance applies. If we exer- Any liability, however caused, arising di- cise this right, we will do so at our ex- rectly or indirectly, out of: pence. a. War, including undeclared or civil 4. If there is no underlying insurer or other war; insurance obligated to do so, we will pay b. Warlike action by a military force, in- the following when we provide a defense: cluding action in hindering or defend- a. All expenses we incur. ing against an actual or expected at- tack by any government, sovereign or b. The cost of bail bonds up to $3,000. authority using military personnel or We do not have to furnish these other agents; or bonds. c. Insurrection, rebellion, revolution, c. The cost of bonds to appeal a judg- usurped power or action taken by ment or award in any claim or "suit" governmental authority in hindering we defend and the cost of bonds to or defending against any of these. release attachments, but only for bond amounts within the applicable 22. Workers' Compensation Limits of Insurance. We do not have Any liability or obligation of the insured to furnish these bonds. under any workers' compensation, unem- d. Reasonable expenses incurred by ployment compensation, disability benefits the insured at our request to assist us or similar law. However, this exclusion in the investigation or defense of the does not apply to liability of others as- claim or "suit", including the actual sumed by you under an "insured contract" loss of earnings. in existence at the time of"occurrence". C. Defense and Supplementary Payments e. All costs taxed against the insured in PP rY Y the"suit". 1. We will have the right and duty to defend 5. If there is no underlying insurer obligated the insured against any "suit" seeking to do so, we will pay the following for an damages because of "bodily injury", "per- "occurrence" to which this insurance ap- sonal and advertising injury" or "property plies, even if we have no duty to provide a damage" to which this insurance applies. defense: We will have no duty to defend the in- sured against any"suit" seeking damages a. Prejudgment interest awarded for "bodily injury", "personal and advertis- against the insured on that part of the Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 9 of 22 judgment we become obligated to (4) An organization other than a partner- pay and which falls within the appli- ship, joint venture, or limited liability cable Limit of Insurance. If we make company, you are an insured. Your an offer to pay the applicable Limits "executive officers" and directors are of Insurance, we will not pay any pre- insureds, but only with respect to judgment interest based on the peri- their duties as your officers or direc- od of time after the offer. tors. Your stockholders are also ainst the in- in- sureds, but only with respect to their b. All interest awarded against liability as stockholders. Each of the sured on the full amount of any following is also a Named Insured: judgment that accrues: (1) After entry of the judgment; and (a) Any "subsidiary" company of such organization, including any (2) Before we have paid, offered to "subsidiary"of such "subsidiary": pay or deposited in court the part 1) Existing at the inception of of the judgment that is within the this Coverage Part; or applicable Limit of Insurance. or 6. The payments described in Paragraphs 4. 2) Formed or acquired ofo is P Yafter the inception this and 5. above will not reduce the Limits of Coverage Part. Insurance provided by this Coverage Part when defense or supplementary pay- (b) Any other company controlled ments provided by the "underlying insur- and actively managed by such ance" do not reduce their Limits of Insur- organization or any "subsidiary" ance. However, when defense or sup- thereof: plementary payments provided by the "underlying insurance" reduce their Limits 1) At the inception of this Cov- of Insurance then such expense pay- erage Part;or ments paid by us will reduce the Limits of 2) If the control and active Insurance provided by this Coverage Part. management thereof is ac- 7. If we are prevented by law or otherwise quired on or after the incep- from carrying out any of the provisions of tion of this Coverage Part. SECTION I - COVERAGE, C. Defense (5) A trust, you are an insured. Your and Supplementary Payments, we will trustees are also insureds, but only pay any expense incurred with our written with respect to their duties as trus- consent. tees. SECTION II-WHO IS AN INSURED b. Each of the following is also an insured: 1. Except for liability arising out of the ownership, (1) Any "employee" of yours while acting maintenance, occupancy or use of an "auto": within the scope of their duties as a. If you are designated in the Declarations such. as: (2) Any person or organization while act- (1) An individual, you and your spouse ing as your real estate manager. are insureds, but only with respect to (3) Any person or organization having the conduct of a business of which proper temporary custody of your you are the sole owner. property if you die, but only: (2) A partnership or joint venture,you are (a) With respect to liability arising an insured. Your members, partners out of the maintenance or use of and their spouses are also insureds, that property; and but only with respect to the conduct of your business. (b) Until your legal representative has been appointed. (3) A limited liability company,you are an insured. Your members are also in- (4) Your legal representative if you die, sureds, but only with respect to the but only with respect to duties as conduct of your business. Your such. managers are insureds, but only with respect to their duties as your man- 2. Only with respect to liability arising out of the agers. ownership, maintenance, occupancy or use of an "auto": Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 10 of 22 a. You are an insured. provided for such additional insureds thereun- der. b. Anyone else while using with your permis- sion an "auto" you own, hire or borrow is No person or organization is an insured with re- also an insured except: spect to the conduct of any current or past partner- ship, joint venture, or limited liability company that (1) The owner or any other person or or- is not shown as a Named Insured in the Declara- ganization (except your"executive of- tions. ficers" or principals) from whom you hire or borrow an "auto", unless such SECTION III-LIMITS OF INSURANCE persons or organizations are in- sureds in your "underlying insurance" 1. The Limits of Insurance shown in the Declara- listed in the Schedule of Underlying tions and the rules below fix the most we will Insurance, and then only for such pay regardless of the number of: hazards for which coverage is pro- a. Insureds; vided by such "underlying insurance". This exception does not apply if the b. Claims made or"suits" brought; or "auto" is a trailer or semi-trailer con c. Persons or organizations making claims nected to an "auto"you own. or bringing "suits". (2) Your "employee", if the "auto" is owned by that "employee"or a mem- 2. The Aggregate Limit is the most we will pay for ber of his or her household, unless: all damages: (a) Such "employee" is an insured a. Included in the "products-completed op- with respect to that "auto" in the erations hazard"; "underlying insurance" listed in b. Because of"bodily injury" by disease sus- the Schedule of Underlying In- tained by your "employees" arising out of surance, and then only for such and in the course of their employment by hazards for which coverage is you; or provided by such "underlying in- surance"; or c. Because of "bodily injury", "personal and advertising injury" or "property damage" (b) The "bodily injury" or "property not included within a. or b. above. How- damage" is sustained by a co- ever, this Aggregate Limit will not apply to "employee"of such "employee". damages which are not subject to an Ag- (3) Someone using an "auto" while he or gregate Limit in the "underlying insur- she is working in a business of sell- ance". ing, servicing, repairing, parking or The Aggregate Limit applies separately to a., storing "autos", unless that business b. and c. The Aggregate Limit described in c. is yours. will apply only to damages not subject to a. or (4) Anyone other than your "employees", b. above. partners (if you are a partnership), 3. Subject to the Limit of Insurance described in members (if you are a limited liability 2.c.above: company), or a lessee or borrower or any of their "employees", while mov- a. Only in the event that "underlying insur- ing property to or from an "auto". ance" specifically listed in the Schedule of Anyone liable for the conduct of an in- Underlying Insurance provides an annual c. An Y Aggregate Limit of Insurance for damages sured described in Paragraphs 2.a. and b. that would not be subject to 2.a. or b. above is also an insured, but only if they above that is applicable separately to are provided insurance coverage for such each: liability by valid and collectible "underlying insurance" listed in the Schedule of Un- (1) Location owned by, or rented or derlying Insurance and then only for such leased to you solely with respect to hazards for which coverage is provided by damages which are the result of a such "underlying insurance". claim or "suit" for "bodily injury" or your option and subject to the terms of this "property damage" which can be at- 3. At P J tributed to operations at only a single insurance, any additional insureds not ad- location, then the Aggregate Limit dressed by Paragraphs 1. and 2. above coy- described in 2.c. above applies sepa- ered in the "underlying insurance" listed in the rately to each location owned by, or Schedule of Underlying Insurance are also in- rented or leased to you. sureds, but only to the extent that insurance is Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 11 of 22 (2) Of your construction projects solely Coverage Part will continue in force as with respect to damages which are excess of the reduced "underlying insur- the result of a claim or"suit"for"bodi- ance"; or ly injury" or "property damage" which can be attributed only to ongoing op- b. If the limits of"underlying insurance" have erations and only at a single con- been exhausted by payment of claims, struction project, then the Aggregate this Coverage Part will continue in force Limit described in 2.c. above applies as"underlying insurance". separately to each of your construc- 6. The Limits of Insurance of this Coverage Part tion projects. apply separately to each "coverage term". b. Only with respect to the application of SECTION IV-CONDITIONS Limits of Insurance described in 3.a. above, the following terms location and 1. Appeals construction project will have the following meanings: If the insured or any insurer who provides the applicable "underlying insurance" elects not to (1) Location means premises involving appeal a judgment which exceeds the "under- the same or connecting lots, or prem- lying limit", we may elect to do so at our own ises whose connection is interrupted expense. We shall be liable for the taxable only by a street, roadway, waterway costs and disbursements and interest inci- or right-of-way of a railroad. dental thereto, but in no event shall this provi- sion increase our liability beyond: (2) Construction project means a loca- tion you do not own, rent or lease a. Our applicable Limits of Insurance for all where ongoing improvements, altera- "ultimate net loss"; tions, installation, demolition or maintenance work is performed by b. Our applicable Defense and Supplemen- you or on your behalf. All connected tary Payments as described in SECTION I ongoing improvements, alterations, - COVERAGE, C. Defense and Supple- installation, demolition or mainte- mentary Payments; and nance work performed by you or on c. The expense of such appeal. your behalf at the same location for the same persons or entities, no mat- 2. Audit ter how often or under how many dif- ferent contracts, will be deemed to be If this Coverage Part is subject to Audit, as in- a single construction project. dicated in the Declarations, then the following Condition applies: 4. Subject to the limits described in 2. and 3. a. The premium shown in the Premium above, the Each Occurrence Limit is the most we will pay for the"ultimate net loss": Computation Endorsement as Advance Premium is a deposit premium. At the a. In excess of the applicable limits of "un- close of each audit period, we will com- derlying insurance"; or pute the earned premium for that period. If: b. If an "occurrence" is not covered by "un- derlying insurance", but covered by the (1) The earned premium is less than the terms and conditions of this Coverage deposit premium, we will return the Part, excess to the first Named Insured; or Because of all "bodily injury", "personal and (2) The earned premium is greater than advertising injury" and "property damage" aris- the deposit premium, the difference ing out of any one "occurrence". will be due and payable to us by the first Named Insured upon notice from We will not pay more than the Limit of Insur- us. The due date for audit and retro- ance shown in this Coverage Part's Declara- spective premiums is the date shown tions for each "occurrence" because any Per- as the due date on the bill. sonal Umbrella Liability Policy(ies) is / are at- tached to this policy. However, in no event will the earned pre- mium be less than the Minimum Premium 5. Subject to the limits described in 2., 3. and 4. stated in the Premium Computation En- above and to the terms and conditions of the dorsement. "underlying insurance": a. If the limits of"underlying insurance" have b. The first Named Insured must keep rec- a. ords of the information we need for pre- been reduced by payment of claims, this Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 12 of 22 mium computation, and send us copies at assume any obligation, or incur any ex- such times as we may request. pence, other than for first aid, without our consent. 3. Bankruptcy Bankruptcy or insolvency of the insured or the 5. First Named Insured insured's estate shall not relieve us of any ob- The person or organization first named in the ligations under this Coverage Part. Declarations will act on behalf of all other in- sureds where indicated in this Coverage Part. 4. Duties in the Event of Occurrence, Claim or Suit 6. Legal Action Against Us and Loss Pay- a. You must see to it that we are notified as ments soon as practicable of an "occurrence" a. No legal action may be brought against us which may result in a claim or "suit". To unless there has been full compliance the extent possible, notice should include: with all the terms of this Coverage Part nor until the amount of the insured's obli- (1) How, when and where the "occur- gation to pay has been finally determined rence"took place; as provided below. No person or organi- (2) The names and addresses of any in- zation has any right under this Coverage jured persons and witnesses; and Part to bring us into any action to deter- mine the liability of the insured. (3) The nature and location of any injury or damage arising out of the "occur- b. We shall be liable for payment of the "ul- rence". timate net loss" for any "occurrence" to which this Coverage Part applies: This requirement applies only when the "occurrence" is known to an "authorized (1) For "occurrences" not covered by representative". "underlying insurance"; or b. If a claim is made or "suit" is brought (2) In excess of the "underlying limit" ap- against any insured that is likely to involve plicable to the "occurrence" only after this Coverage Part,you must: the insurers who provide the applica- ble "underlying insurance" have paid (1) Immediately record the specifics of or become obligated to pay the the claim or "suit" and the date re- amount of the "underlying limit" appli- ceived; and cable to the"occurrence". (2) Notify us as soon as practicable. Our payment will be made following final determination of the amount of the in- This requirement will not be considered sured's obligation to pay either by final breached unless the breach occurs after judgment against the insured or by written such claim or "suit" is known to an "au- agreement with the insured, the claimant, thorized representative". the underlying insurers and us. c. You and any other involved insured must: 7. Liberalization (1) Immediately send us copies of any If, within 60 days prior to the beginning of this demands, notices, summonses or le- Coverage Part or during the policy period, we gal papers received in connection make any changes to any forms or endorse- with the claim or"suit"; ments of this Coverage Part for which there is (2) Authorize us to obtain records and currently no separate premium charge, and other information; that change provides more coverage than this Coverage Part, the change will automatically (3) Cooperate with us in the investigation apply to this Coverage Part at the latter of: or settlement of the claim or defense against the"suit"; and a. The date we implemented the change in your state; or (4) Assist us, upon our request, in the enforcement of any right against any b. The date this Coverage Part became ef- person or organization which may be fective; and liable to the insured because of injury Will be considered as included until the end of or damage to which this insurance the current policy period. We will make no ad- may also apply. ditional premium charge for this additional d. No insured will, except at that insured's coverage during the interim. own cost, voluntarily make a payment, Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 13 of 22 8. Maintenance of Underlying Insurance a. By acceptance of this Coverage Part, you agree that the statements in the Declara- a. While this Coverage Part is in effect, the tions are your agreements and represen- insured shall maintain in force the "under- tations, that this Coverage Part is issued lying insurance" listed in the Schedule of in reliance upon the truth of such repre- Underlying Insurance as collectible insur- sentations and that this Coverage Part ance. The terms, conditions and en- embodies all agreements existing be- dorsements of "underlying insurance" will tween you and us or any of our agents re- not materially change and renewals or re- lating to this insurance. placements of "underlying insurance" will not be more restrictive in coverage. b. However, to the extent that the following b. Limits of"underlying insurance" will not be applies in the"underlying insurance" listed Y g specifically in the Schedule of Underlying reduced, except for any reduction or ex- Insurance, it will also apply to this Cover- haustion in the aggregate limits of insur- age Part: ance due to payment of claims which are in accordance with SECTION I - COVER- Based on our reliance upon your repre- AGE, A. Insuring Agreement, Paragraph sentations as to existing hazards, if unin- 2.of this Coverage Part. tentionally you should fail to disclose all fail or neglect to maintain such hazards at the inception date of this c. In the event you9 Coverage Part, we will not reject coverage "underlying insurance" as required, this under this Coverage Part based solely on Coverage Part will apply as though such such failure. "underlying insurance" was in force and collectible at the time a claim is presented 12. Separation of Insureds to us which is in accordance with SEC- TION I - COVERAGE, A. Insuring Except with respect to the Limits of Insurance, and any rights or duties specifically assigned Agreement, Paragraph 2. of this Cover- age Part. in this Coverage Part to the first Named In- sured,this insurance applies: d. The limits of "underlying insurance" shall be deemed applicable, regardless of any a. As if each Named Insured were the only defense which the insurer who provides Named Insured; and the "underlying insurance" may assert be- b. Separately to each insured against whom cause of the insured's failure to comply claim is made or"suit" is brought. with any Condition of the policy or the ina- bility of the insurer to pay by reason of 13. Transfer of Rights of Recovery Against bankruptcy or insolvency. Others to Us 9. Other Insurance a. If the insured has rights to recover all or part of any payment we have made under This insurance is excess over, and shall not contribute with anyother insurance, whether this Coverage Part,those rights are trans- contribute ferred to us. The insured must do nothing primary, excess, contingent or on any other after loss to impair them. At our request, basis. This condition will not apply to insur- the insured will bring "suit" or transfer ance specifically written as excess over this those rights to us and help us enforce Coverage Part. them. 10. Premium b. Any recoveries shall be applied as follows: The premium for this Coverage Part shall be (1) First, we will reimburse anyone, in- as stated in the Declarations. The advance cluding the insured, the amounts ac- and anniversary premiums are not subject to tually paid by them that were in ex- adjustment, except as stated in the Declara- cess of our payments; tions, or as stated in an endorsement issued by us to form a part of this Coverage Part. (2) Next,we will be reimbursed to the ex- tent of our actual payment; and You shall maintain records of such information as is necessary for premium computation, and (3) Lastly, any amounts left after meeting shall, if requested by us, send copies of such the obligations outlined in (1) and (2) records to us at the end of the"coverage term" above will be distributed to anyone and at such times during the policy period as else known to us at the time a recov- we may direct. ery is made and who is legally enti- tled to such recovery. 11. Representations Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 14 of 22 Expenses incurred in the recovery shall and directors are "authorized repre- be apportioned among all interests in the sentatives". Provided you are not a ratio of their respective recoveries as fi- publicly traded organization, your nally settled. If there is no recovery as a stockholders are also "authorized result of our attempts, we shall bear all of representatives". the recovery expenses. (5) A trust, your trustees are "authorized c. If prior to an "occurrence" to which this representatives". Coverage Part would apply, you and the issuer of your applicable "underlying in- b. Your "employees" assigned to manage surance listed specifically in the Sched- your insurance program, or assigned to ule of Underlying Insurance waive any give or receive notice of an "occurrence", right of recovery against a person or or- claim or "suit" are also "authorized repre- ganization for injury or damage,we will al- sentatives". so waive any rights we may have against 3, "Auto" means: such person or organization. When We Do Not Renew a. Any land motor vehicle, trailer or semi- 14. trailer designed for travel on public roads; If we decide not to renew this Coverage Part, or we will mail or deliver to the first Named In- b. Any other land vehicle that is subject to a sured shown in the Declarations written notice compulsory or financial responsibility law of the nonrenewal not less than 30 days before or other motor vehicle insurance law the expiration date. where it is licensed or principally garaged. If notice is mailed, proof of mailing will be suf- "Auto" does not include"mobile equipment". ficient proof of notice. SECTION V- DEFINITIONS 4. "Bodily injury' means bodily harm or injury, sickness, disease, disability, humiliation, shock, fright, mental anguish or mental injury, 1. "Advertisement" means a notice that is broad- including care, loss of services or death result- cast or published to the general public or spe- cific market segments about your goods, ing from any of these at any time. products or services for the purpose of attract- 5. "Coverage term" means the following individu- ing customers or supporters. "Advertisement" al increment, or if a multi-year policy period, includes a publicity article. For the purposes increments, of time, which comprise the policy of this definition: period of this Coverage Part: a. Notices that are published include materi- a. The year commencing on the Effective al placed on the Internet or on similar Date of this Coverage Part at 12:01 AM electronic means of communication; and standard time at your mailing address b. Regarding web-sites, only that part of a shown in the Declarations, and if a multi web-site that is about your goods, prod- year policy period, each consecutive an- ucts or services for the purposes of at- nual period thereafter, or portion thereof if trading customers or supporters is con- any period is for a period of less than 12 sidered an "advertisement". months, constitute individual "coverage terms". The last "coverage term" ends at 2. "Authorized representative" means: 12:00 AM standard time at your mailing address shown in the Declarations on the a. If you are: earlier of: (1) An individual, you and your spouse (1) The daythe policyperiod shown in are "authorized representatives". the Declarations ends; or (2) A partnership or joint venture, your (2) The day the policy to which this Cov- members, your partners, and their erage Part is attached is terminated spouses are "authorized representa- or cancelled. tives". (3) A limited liability company, your b. However, if after the issuance of this Cov- erage Part, any "coverage term" is ex- members and your managers are tended for an additional period of less "authorized representatives". than 12 months, that additional period of (4) An organization other than a partner- time will be deemed to be part of the last ship, joint venture or limited liability preceding "coverage term". company, your "executive officers" 6. "Coverage territory"means anywhere. Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 15 of 22 7. "Electronic data" means information, facts or than a contract or agreement pertaining to programs stored as or on, created or used on, the rental or lease of any"auto", (including or transmitted to or from computer software, an indemnification of a municipality in including systems and applications software, connection with work performed for a mu- hard or floppy disks, CD-ROMS, tapes, drives, nicipality) under which you assume the cells, data processing devices or any other tort liability of another party to pay for media which are used with electronically con- "bodily injury", "property damage" or "per- trolled equipment. sonal and advertising injury" to a third person or organization. Tort liability 8. "Employee" includes a "leased worker". "Em- means a liability that would be imposed by ployee" does not include a"temporary worker". law in the absence of any contract or 9. "Executive officer" means a person holding agreement; or any of the officer positions created by your g. That part of any contract or agreement charter, constitution, by-laws or any similar entered into, as part of your business, governing document. pertaining to the rental or lease, by you or 10. "Hostile fire" means one that becomes uncon- any of your "employees", of any "auto". trollable or breaks out from where it was in- However, such contract or agreement tended to be. shall not be considered an "insured con- tract" to the extent that it obligates you or 11. "Impaired property" means tangible property, any of your "employees" to pay for "prop- other than "your product" or "your work", that erty damage" to any "auto" rented or cannot be used or is less useful because: leased by you or any of your"employees". a. It incorporates "your product" or "your Paragraphs f. and g. do not include that work" that is known or thought to be de- part of any contract or agreement: fective, deficient, inadequate or danger- ous; or (1) That indemnifies a railroad for"bodily injury", "property damage" or "per- b. You have failed to fulfill the terms of a sonal and advertising injury" arising contract or agreement, out of construction or demolition op- erations, within 50 feet of any railroad if such property can be restored to use by: property and affecting any railroad a. The repair, replacement, adjustment or bridge or trestle, tracks, road-beds, removal of "your product" or 'your work"; tunnel, underpass or crossing. How- or ever, if such liability is insured by val- id and collectible "underlying insur- b. Your fulfilling the terms of the contract or ance" as listed in the Schedule of agreement. Underlying Insurance, this Paragraph 12. "Insured contract" means: (1) shall not apply for such hazards for which insurance coverage is af- a. A contract for a lease of premises. How- forded by such "underlying insur- ever, that portion of the contract for a ance"; lease of premises that indemnifies any (2) That indemnifies an architect, engi- person or organization for "property dam- neer or surveyor for injury or damage age" by fire or explosion to premises while arising out of: rented to you or temporarily occupied by you with permission of the owner is not an (a) Preparing, approving or failing to "insured contract"; prepare or approve maps, shop b. A sidetrack agreement; drawings, opinions, reports, sur- 9 veys, field orders, change orders c. Any easement or license agreement, ex- or drawings and specifications; cept in connection with construction or or demolition operations on or within 50 feet (b) Giving directions or instructions, of a railroad; or failing to give them, if that is d. An obligation, as required by ordinance, to the primary cause of the injury or indemnify a municipality, except in con- damage; nection with work for a municipality; (3) Under which the insured, if an archi- e. An elevator maintenance agreement; test, engineer or surveyor, assumes liability for injury or damage arising f. That part of any other contract or agree- out of the insured's rendering or fail- ment pertaining to your business, other ure to render professional services, Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 16 of 22 including those listed in Paragraph less for your use of an "auto" over a (2) above and supervisory, inspec- route or territory that person or organ- tion, architectural or engineering ac- ization is authorized to serve by pub- tivities; lic authority. (4) That indemnifies an advertising, pub- 13. "Leased worker" means a person leased to lic relations or media consulting firm you by a labor leasing firm under an agree- for "personal and advertising injury" ment between you and the labor leasing firm to arising out of the planning, execution perform duties related to the conduct of your or failure to execute marketing com- business. "Leased worker" includes supervi- munications programs. Marketing sors furnished to you by the labor leasing firm. communications programs include "Leased worker" does not include a "tempo- but are not limited to comprehensive rary worker". marketing campaigns; consumer, trade and corporate advertising for all 14. "Loading or unloading" means the handling of media; media planning, buying, moni- property: toring and analysis; direct mail; pro- a. After it is moved from the place where it is motion; sales materials; design; accepted for movement into or onto an presentations; point-of-sale materials; aircraft, watercraft or"auto"; market research; public relations and new product development; b. While it is in or on an aircraft, watercraft or"auto"; or (5) Under which the insured, if an adver- tising, public relations or media con- c. While it is being moved from an aircraft, suiting firm, assumes liability for"per- watercraft or"auto"to the place where it is sonal and advertising injury" arising finally delivered; out of the insured's rendering or fail- ure to render professional services, but"loading or unloading" does not include the including those services listed in Par- movement of property by means of a mechan- agraph (4), above; ical device, other than a hand truck,that is not attached to the aircraft, watercraft or"auto". (6) That indemnifies a web-site designer or content provider, or Internet 15. "Mobile equipment" means any of the following search, access, content or service types of land vehicles, including any attached provider for injury or damage arising machinery or equipment: out of the planning, execution or fail- a. Bulldozers, farm machinery, forklifts and ure to execute Internet services. In- other vehicles designed for use principally ternet Services include but are not off public roads; limited to design, production, distribu- tion, maintenance and administration b. Vehicles maintained for use solely on or of web-sites and web-banners; host- next to premises you own or rent; ing web-sites; registering domain names; registering with search en- c. Vehicles that travel on crawler treads; gines; marketing analysis; and d. Vehicles, whether self-propelled or not, providing access to the Internet or maintained primarily to provide mobility to other similar networks; permanently mounted: (7) Under which the insured, if a web-site (1) Power cranes, shovels, loaders, dig- designer or content provider, or In- gers or drills; or ternet search, access, content or ser- vice provider, assumes liability for in- (2) Road construction or resurfacing jury or damage arising out of the in- equipment such as graders, scrapers sured's rendering or failure to render or rollers; Internet services, including those listed in Paragraph (6), above; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are (8) That pertains to the loan, lease or maintained primarily to provide mobility to rental of an "auto" to you or any of permanently attached equipment of the your "employees", if the "auto" is following types: loaned, leased or rented with a driver; or (1) Air compressors, pumps and genera- tors, including spraying, welding, (9) That holds a person or organization building cleaning, geophysical explo- engaged in the business of transport- ration, lighting and well-servicing ing property by "auto" for hire harm- equipment; or Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 17 of 22 (2) Cherry pickers and similar devices 17. "Personal and advertising injury"means injury, used to raise or lower workers; including "bodily injury", arising out of one or more of the following offenses: f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes a. False arrest, detention or imprisonment; other than the transportation of persons or cargo. b. Malicious prosecution; However, self-propelled vehicles with the c. Abuse of process; following types of permanently attached d. The wrongful eviction from, wrongful entry equipment are not"mobile equipment"but into, or invasion of the right of private oc- will be considered "autos": cupancy of a room, dwelling or premises (1) Equipment designed primarily for: that a person occupies, committed by or on behalf of its owner, landlord or lessor; (a) Snow removal; e. Defamation of character, including oral or (b) Road maintenance, but not con- written publication, in any manner, of ma- struction or resurfacing; or terial that slanders or libels a person or organization or disparages a person's or (c) Street cleaning; organization's goods, products or ser- (2) Cherry pickers and similar devices vices; mounted on automobile or truck f. Oral or written publication, in any manner, chassis and used to raise or lower of material that violates a person's right of workers; and privacy; (3) Air compressors, pumps and genera- g. The use of another's advertising idea in tors, including spraying, welding, your"advertisement"; building cleaning, geophysical explo- ration, lighting and well servicing h. Infringing upon another's copyright, trade equipment. dress or slogan in your "advertisement"; or However, "mobile equipment"does not include any land vehicles that are subject to a compul- I. Discrimination, unless insurance cover- sory or financial responsibility law or other mo- age therefor is prohibited by law or stat- tor vehicle insurance law in the state where it ute. is licensed or principally garaged. Land vehi- cles subject to a compulsory or financial re- 18. "Pollutants" mean any solid, liquid, gaseous, or sponsibility law or other motor vehicle insur- thermal irritant or contaminant, including ance law are considered "autos". smoke, vapor, soot, fumes, acids, alkalis, chemicals, petroleum, petroleum products and 16. "Occurrence"means: petroleum by-products, and waste. Waste in- cludes materials to be recycled, reconditioned a. An accident, including continuous or re- or reclaimed. "Pollutants" include, but are not peated exposure to substantially the same limited to, substances which are generally rec- general harmful conditions, that results in ognized in industry or government to be harm- "bodily injury" or"property damage"; or ful or toxic to persons, property or the envi- b. An offense that results in "personal and ronment regardless of whether the injury or advertising injury'. damage is caused directly or indirectly by the "pollutants"and whether: All damages arising from the same acci- dent, continuous or repeated exposure to a. The insured is regularly or otherwise en- substantially the same general harmful gaged in activities which taint or degrade conditions, act or offense shall be the environment; or deemed to arise from one "occurrence" b. The insured uses, generates or produces regardless of: the "pollutant". (1) The frequency of repetition; 19. "Products-completed operations hazard": (2) The number or kind of media used; a. Includes all "bodily injury" and "property or damage" occurring away from premises (3) The number of claimants. you own or rent and arising out of "your product"or"your work"except: (1) Products that are still in your physical possession; or Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 18 of 22 (2) Work that has not yet been complet- age" to which this insurance applies are al- ed or abandoned. However, "your leged. "Suit" includes: work" will be deemed completed at the earliest of the following times: a. An arbitration proceeding in which such money damages are claimed and to which (a) When all of the work called for in the insured must submit or does submit your contract has been complet- with our consent; ed. b. Any other alternative dispute resolution (b) When all of the work to be done proceeding in which such money damag- at the site has been completed, if es are claimed and to which the insured your contract calls for work at submits with our consent;or more than one site. c. An appeal of a civil proceeding. (c) When that part of the work done at a job site has been put to its 23. "Temporary worker" means a person who is intended use by any person or furnished to you to: organization other than another a. Substitute for a permanent "employee" on contractor or subcontractor leave;or working on the same project. Work that mayneed service, mainte- b. Meet seasonal or short-term workload conditions. nance, correction, repair or replace- ment, but which is otherwise com- 24. "Ultimate net loss" means the sum actually plete,will be treated as completed. paid or payable in the settlement or satisfac- tion of the insured's legal obligation for dam- b. Does not include "bodily injury" or"proper- ages, covered by this insurance, either by ad- ty damage" arising out of: judication or compromise. "Ultimate net loss" (1) The transportation of property,unless does not include Defense and Supplementary the injury or damage arises out of a Payments as described in SECTION I - COV- condition in or on a vehicle not owned ERAGE, C. Defense and Supplementary or operated by you,and that condition Payments of this Coverage Part. was created by the "loading or un- 25. "Underlying insurance" means the insurance loading" of that vehicle by any in- listed in the Schedule of Underlying Insurance sured; or and the insurance available to the insured un- (2) The existence of tools, uninstalled der all other insurance policies applicable to equipment or abandoned or unused the "occurrence". "Underlying insurance" also materials. includes any type of self-insurance or alterna- tive method by which the insured arranges for 20. "Property damage" means: funding of legal liabilities that affords coverage that this Coverage Part covers. a. Physical injury to or destruction of tangible property including all resulting loss of use. 26. "Underlying limit" means the total of the appli- All such loss of use shall be deemed to cable limits of all "underlying insurance" less occur at the time of the physical injury or the amount, if any, by which the applicable lim- destruction that caused it; or it of the applicable policy listed in the Schedule of Underlying Insurance has been reduced b. Loss of use of tangible property that is not solely by payment of loss resulting from claims physically injured. All such loss of use which are in accordance with SECTION I - shall be deemed to occur at the time of COVERAGE, A. Insuring Agreement, Para- the"occurrence"that caused it. graph 2. of this Coverage Part. For the purposes of this insurance, "electronic 27. 'Workplace" means that place and during data" is not tangible property. such hours to which the"employee" sustaining 21. "Subsidiary" means any organization in which injury was assigned by you, or any other per- more than 50% of the outstanding securities or son or entity acting on your behalf, to work on voting rights representing the present right to the date of"occurrence". vote for election of directors is owned or con- 28. "Your product": trolled, directly or indirectly, in any combina- tion, by one or more of the Named Insureds. a. Means: 22. "Suit" means a civil proceeding in which mon- (1) Any goods or products, other than real ey damages because of "bodily injury", "per- property, manufactured, sold, handled, sonal and advertising injury"or"property dam- distributed or disposed of by: Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 19 of 22 (a) You; c. Does not include vending machines or (b) Others trading under your name; other property rented to or located for the use of others but not sold. or (c) A person or organization whose 29 "Your work": business or assets you have ac- a. Means: quired; and (1) Work or operations performed by you (2) Containers (other than vehicles), mate- or on your behalf; and rials, parts or equipment furnished in connection with such goods or prod- (2) Materials, parts or equipment fur- ucts. nished in connection with such work or operations. b. Includes: b. Includes: (1) Warranties or representations made at any time with respect to the fitness, (1) Warranties or representations made quality,durability, performance or use at any time with respect to the fitness, of your product; and quality,durability, performance or use of"your work"; and (2) The providing of or failure to provide warnings or instructions. (2) The providing of or failure to provide warnings or instructions. Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 20 of 22 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY COVERAGE PART A. SECTION I - COVERAGE, B. Exclusions is ries or possessions or Canada, this modified to add the following: Exclusion c. applies only to "property damage"to such "nuclear facility" and This insurance does not apply to: any property thereat. 1. Any liability: B. SECTION V - DEFINITIONS is hereby modi- a. With respect to which an insured un- fied to add the following definitions: der the policy is also an insured un- 1. "Hazardous properties" include radioac- der a nuclear energy liability policy is- tive, toxic or explosive properties; sued by Nuclear Energy Liability In- surance Association, Mutual Atomic 2. "Nuclear material" means "source materi- Energy Liability Underwriters or Nu- al", "special nuclear material" or "by- clear Insurance Association of Cana- product material"; da, or any of their successors, or would be an insured under any such 3. "Source material", "special nuclear mate- policy but for its termination upon ex- rial" and "by-product material" have the haustion of its limit of liability; or meanings given them in the Atomic Ener- gy Act of 1954 or in any law amendatory b. Resulting from the "hazardous prop- thereof; erties" of "nuclear material" and with respect to which (1) any person or 4. "Spent fuel" means any fuel element or organization is required to maintain fuel component, solid or liquid, which has financial protection pursuant to the been used or exposed to radiation in a Atomic Energy Act of 1954, or any "nuclear reactor"; law amendatory thereof, or (2)the in- 5. "Waste" means any waste material (a) sured is, or had this policy not been containing "by-product material" other issued would be, entitled to indemnity than the tailings or wastes produced by from the United States of America, or the extraction or concentration of uranium any agency thereof, under any or thorium from any ore processed pri- agreement entered into by the United madly for its "source material" content, States of America, or any agency and (b) resulting from the operation by thereof, with any person or organiza- any person or organization of any"nuclear tion. facility" included under the first two para- 2. Any liability resulting from the "hazardous graphs of the definition of "nuclear facili properties"of"nuclear material", if ty. a. The "nuclear material" (1) is at any 6. "Nuclear facility" means: "nuclear facility" owned by, or operat- a. Any"nuclear reactor"; ed by or on behalf of, an insured or (2) has been discharged or dispersed b. Any equipment or device designed or therefrom, used for (1) separating the isotopes b. The"nuclear material" is contained in of uranium or plutonium, (2) pro- "spent fuel" or "waste" at anytime cessing or utilizing "spent fuel", (3) or handling, processing or packaging possessed, handled, used, pro- "waste"; cessed, stored, transported or dis- posed of by or on behalf of an in- c. Any equipment or device used for the sured; or processing, fabricating or alloying of c. The injury or damage arises out of "special nuclear materials", if at any J rY 9 time the total amount of such materi- the furnishing by an insured of ser- al in the custody of the insured at the vices, materials, parts or equipment premises where such equipment or in connection with the planning, con- device is located consists of or con- struction, maintenance, operation or tains more than 25 grams of plutoni- use of any "nuclear facility", but if um or uranium 233 or any combina- such facility is located within the United States of America, its territo- Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 21 of 22 tion thereof, or more than 250 grams 7. "Nuclear reactor" means any apparatus of uranium 235; designed or used to sustain nuclear fis- sion in a self-supporting chain reaction or d. Any structure, basin, excavation, to contain a critical mass of fissionable premises or place prepared or used material; for the storage or disposal of"waste"; and includes the site on which anyof the 8. "Property damage" includes all forms of radioactive contamination of property. foregoing is located, all operations con- ducted on such site and all premises used for such operations; Includes copyrighted material of ISO US 101 UM 12 04 Properties, Inc., with its permission. Page 22 of 22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC PRIMARY AND NON-CONTRIBUTORY COVERAGE ENDORSEMENT - WHERE REQUIRED BY WRITTEN CONTRACT This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY COVERAGE PART SCHEDULE LIMITS OF INSURANCE: $4 ,000,000 Each Occurrence Limit $4 ,000,000 Aggregate Limit COMMERCIAL UMBRELLA LIABILITY COVERAGE FORM, US 101 and US 101 UM, is amended as follows: A. SECTION III - LIMITS OF INSURANCE is It is agreed that this condition does not amended to add the following: apply to the "non-contributory additional insured's" own insurance program on 7. For the purposes of this endorsement on- which they are a named insured. ly, the Limits of Insurance stated in the Schedule of this endorsement and de- However: scribed below will apply on a "primary and non-contributory basis"within the parame- a. This exception to the Other Insurance ters set forth in SECTION III -LIMITS OF Condition shall only apply if the appli- INSURANCE of the Coverage Part to cable "underlying insurance" applies which this endorsement is attached: on a "primary and non-contributory basis" for such "non-contributory ad- We will not pay more on behalf of a"non- ditional insured" and only to the ex- contributory additional insured" than the tent of the specific limits of insurance lesser of: required in a written contract or agreement on a "primary and non- a. The Limits of Insurance stated in the contributory basis"that is in excess of Schedule of this endorsement; or the"underlying insurance"; and b. The limits of insurance required in a b. It is understood and agreed that the written contract on a "primary and insurance provided by this Coverage non-contributory basis"for such "non- Part is excess of: contributory additional insured", but only to the extent the required limits (1) "Underlying insurance" listed in of insurance are in excess of the the Schedule of Underlying In- "underlying insurance"; or surance; c. The Limits of Insurance available af- (2) Any other insurance available to ter the payment of"ultimate net loss" the "non-contributory additional on any insured's behalf from any insured"as an additional insured; claim or"suit". and This provision is included within and does (3) Any other insurance available to not act to increase the Limits of Insurance the "non-contributory additional stated in the Declarations. insured" on which they are not a named insured. B. SECTION IV - CONDITIONS is amended as follows: 2. The following condition is added: 1. Condition 9. Other Insurance is amended 15. As a precedent to the receipt of in- to add the following: surance coverage hereunder, the "non-contributory additional insured" must give written notice of such claim or "suit', including a demand for de- Includes copyrighted material of Insurance US 409611 20 Services Office, Inc., with its permission. Page 1 of 2 fense and indemnity,to any other in- contract between an additional in- surer who had coverage for the daim sured and a Named Insured provid- or "suit" under its policies. Such no- ed: tice must demand the full coverage available and the "non-contributory (1) The written contract or agree- additional insured" shall not waive or ment is executed before the"oc limit such other available coverage. currence" resulting in "bodily in- jury', "personal and advertising This condition does not apply to the injury" or "property damage" for "non-contributory additional insured's" which coverage is being sought own insurance program on which under this endorsement; and they are a named insured. (2) The written contract or agree- C. SECTION IV - DEFINITIONS is amended to ment requires a specific limit of add the following: insurance on a "primary and 30. 'Non-contributoryadditional insured" non-contributory basis" that is in excess of "underlying insur- means any person or organization: ance". a. Qualifying as an additional insured 31. "Primary and non-contributory basis" under SECTION II -WHO IS AN IN- means that the limits of insurance of the SURED, Paragraph 3. of the Cover- Coverage Part to which this endorsement age Part to which this endorsement is is attached apply to insured loss on behalf attached; and of the "non-contributory additional in- b. Being granted additional insured sta- sured" prior to limits of insurance from tus on a "primary and non- other insurance in which the "non- contributory basis" in the "underlying contributory additional insured" is a insurance" as required in a written named insured. Includes copyrighted material of Insurance US 409611 20 Services Office, Inc., with its permission. Page 2 of 2 STATE OF WASHINGTON Department of Labor&Industries Certificate of Workers' Compensation Coverage November 21, 2023 WA UBI No. 409 018 683 L&I Account ID 191,377-00 Legal Business Name POE ASPHALT PAVING INC Doing Business As POE ASPHALT PAVING INC Workers'Comp Premium Status: Account is current. Estimated Workers Reported Quarter 3 of Year 2023"51 to 75 Workers" (See Description Below) Account Representative Employer Services Help Line,(360)902-4817 Licensed Contractor? Yes License No. POEASP*333NM License Expiration 11/29/2023 What does "Estimated Workers Reported" mean? Estimated workers reported represents the number of full time position requiring at least 480 hours of work per calendar quarter. A single 480 hour position may be filled by one person, or several part time workers. Industrial Insurance Information Employers report and pay premiums each quarter based on hours of employee work already performed, and are liable for premiums found later to be due. Industrial insurance accounts have no policy periods,cancellation dates, limitations of coverage or waiver of subrogation (See RCW 51.12.050 and 51.16.190).