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23-238.01ArdurraFloraParkShorelineAssessment
CONTRACT AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SPOKANE VALLEY AND Ardurra Spokane Valley Contract#23.238.01 For good and valuable consideration,the legal sufficiency of which is hereby acknowledged, City and the Consultant/Contractor mutually agree as follows: 1.Purpose: This Amendment is for the Contract for the development of materials related to the Shoreline Substantial Development permit for the cross-country course project at Flora Park by and between the Parties, executed by the Parties on December 21, 2023, and which terminates on April 5, 2024. Said contract is referred to as the"Original Contract"and its terms are hereby incorporated by reference. 2.Original Contract Provisions:The Parties agree to continue to abide by those terms and conditions of the Original Contract and any amendments thereto which are not specifically modified by this Amendment. 3.Amendment Provisions: The Original Contract is subject to the following amended provisions attached hereto as Appendix"A". All such amended provisions are hereby incorporated by reference herein and shall control over any conflicting provisions of the Original Contract,including any previous amendments thereto. 4. Compensation Amendment History: This is Amendment#01 of the Original Contract. The history of amendments to the compensation on the Original Contract and all amendments is as follows: Date Compensation Original Contract Amount December 21,2023 $14,000.46 Amendment#1 to be executed $16,029.60 Total Amended Compensation $30,030.06 The parties have executed this Amendment to the Original Contract this 27th day of March 2024. CITY OF SPOKANE VALLEY: CONSULTANT: UI011d,"i ,ed by Vincent Barthels UN.G=UB, Om, dWm.G Group, Vincent Barthels cN=V mm B rt n9hs document ContactInfo3 0 564 13416:2024.02712.36:040 TOG Z/- tHohman By: Vince Barthels City Manager Its:Environmental Services Manager APPROVED AS TO FORM: O is of e Ci Attorney 1 APPENDIX"A" 1.Paragraph 2(Term of Contract)is hereby amended to change the completed work date to December 31, 2024. 2. Paragraph 3 (Compensation) of the Original Contract is hereby amended to change the total compensation paid from $14,000.46,to $30,030.06. Paragraph 3 of the Original Contract is amended to read as follows:Compensation.City agrees to pay Consultant an agreed upon hourly rate up to a maximum of $30,030.06,on a time and materials basis,as full compensation for everything done under this agreement as set forth in Exhibit B.Consultant shall not perform any extra,further,or additional services for which it will request additional compensation from the City without prior written agreement for such services and payment therefore. The City agrees to pay up to$30,030.06 as full compensation for everything furnished and done under this contract, in accordance with the provisions outlined in the scope of work, as previously and/or presently amended. 3.The Scope of Work,(Exhibit A)of the Original Contract, is hereby amended to include Item 6 and Item 7 below the following additional tasks and/or services: vit-, , Ardurra Estimated OPINION OF FEES Proposed 60-Acre Cross County Course (off of Flora Road) Prepared for: Lori Barlow and Chaz Bates (City of Spokane Valley Planning Department) 03/26/2024 Items DESCRIPTION TOTAL FEES 1 Project Management / Admin; and, Client Coordination. $858.56 2 SEPA checklist development and submittal to City. Excludes SEPA review fees. $1,659.30 Develop a combined Habitat Management Plan / Shoreline Impact Assessment (HMP/SIA); 3 includes agency coordination with WDFW and DOE. $9,328.52 4 JARPA development and submittal to City for SMP Shoreline Development Permit (SDP). $2,088.58 5 Travel expenses (mileage @ $0.655 per mite). $65.50 Coordinate the development of a Cultural Resources Survey for selected restoration areas 6 (Sites 5 Et 6) related to the SMP SDP. $14,530.00 Coordinate and submit a Water Type Modification Permit with the Department of Natural Resources to apply for the removal of unnamed water feature extending north from the Z Spokane River across Flora Park property to properties north of Euclid Avenue. $1,500.00 Total Estimated Time and Materials Fees Contract Amount $30,030.46 Estimated Items litiL JUSTIFICATION Days 1 Provides Project Manager(PM)with 4 hours for admin and client coordination. 0.50 2 Provides PM with 2 hours, drafter with 4 hours and environmental planner with 6 hours to develop 1.50 the SEPA checklist. 2 Provides PM with 32 hours, drafter with 8 hours and environmental planner with 12 hours to 3 develop the combined HMP/SIA and agency coordination. 6.50 Provides PM with 4 hours, drafter with 4 hours and environmental planner with 6 hours to develop 4 the JARPA. 1.75 5 $0.655 per mile for an estimated 100 miles. N/A Provides 8 hours pre-field research, 48 hours of field work,48 hours for report production and 6 development, includes travel and lodging for Transect (Ardurra Sub-Consultant) to complete this 13.0 Item. 7 Provide PM with 6 hours to develop and coordinate a water type modification permit. 0.75 Ardurra 1717 S. Rustle Street, Suite 201, SPOKANE, WA 99224 (509) 951-9564 3 ARDURRA-01 TBENSON '4C I=PREY CERTIFICATE OF LIABILITY INSURANCE DAT1/2/2024 Y) 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: Ames&Gough PHONE 8300 Greensboro Drive (A/C,No,E:t):(703)827-2277 FAX No):(703)827-2279 Suite 980 a DRIESS:admin@amesgough.com McLean,VA 22102 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Charter Oak Fire Insurance Company A++(XV) 25615 INSURED INSURER B:Phoenix Insurance Company A++,XV 25623 Ardurra Group,Inc. INSURER C:Travelers Property Casualty Company of America 25674 4921 Memorial Highway Suite 300 INSURER D:National Fire&Marine Insurance Company 20079 Tampa,FL 33634 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMMIDDIYYYYI IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 630-5X487435 1/1/2024 1/1/2025 DAMAGETORENTED 1,000,000 PREMISES(Ea occurrence) $ X Contractual Liab. MED EXP(Any one person) $ 15,000 PERSONAL&ADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JOLT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ COMBINED SINGLE LIMIT 1,000,000 B AUTOMOBILE LIABILITY (Ea accident) X ANY AUTO 810-5X558309 1/1/2024 1/1/2025 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ S NON-OVVNED PROPERTY DAMAGEAUTO ONLY UUT NY Per accident) C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 15,000,000 EXCESSLIAB CLAIMS-MADE CUP-5X642114 1/1/2024 1/1/2025 AGGREGATE $ 15,000,000 DED X RETENTION$ 10,000 $ C WORKERS COMPENSATION X STATUTE OTH - ER AND EMPLOYERS'LIABILITY UB-5X489557 1/1/2024 1/1/2025 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE YNN N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D Professional Liab. 42-EPP-306878-06 1/1/2024 1/1/2025 Per Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:All Projects/Operations City of Spokane Valley are included as additional insured with respect to General Liability,Automobile Liability,and Umbrella Liability when required by written contract.General Liability,Automobile Liability,and Umbrella Liability are primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract.General Liability,Automobile Liability,Workers Compensation,and Umbrella Liability policies include a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract.Umbrella Liability coverage sits excess over General Liability,Automobile Liability and Employers'Liability coverage.30-day SEE ATTACHED ACORD 101 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 East Sprague Avenue, Spokane,WA 99206 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID:ARDURRA-01 TBENSON LOC#: 2 ACCORD ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Ardurra ,Inc. Ames&Gough _ 4921 Memorial Highway POLICY NUMBER Suite 300 SEE PAGE 1 Tampa,FL 33634 CARRIER NAIC CODE SEE PAGE 1 SEE P 1 EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/LocationsNehicles: Notice of Cancellation will be issued for the General Liability,Automobile Liability,Workers Compensation, Umbrella Liability,and Professional Liability policies in accordance with policy terms and conditions. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CUP-5X642114 ISSUE DATE: 01/01/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 WHEN WE DO NOT RENEW(Nonrenewal): Number of Days Notice: 30 MATERIAL LIMITATION OF COVERAGE: Number of Days Notice: 30 PERSON OR SEE CA T8 06 ORGANIZATION: ADDRESS: . PROVISIONS in such Schedule. We will mail such notice to the A. If we cancel this policy for any legally permitted address shown in the Schedule above at least the reason other than nonpayment of premium, and a number of days shown for When We Do Not number of days is shown for Cancellation in the Renew (Nonrenewal) in such Schedule before the Schedule above, we will mail notice of effective date of nonrenewal. cancellation to the person or organization shown C. If we add a material limitation on the coverage in such Schedule. We will mail such notice to the provided by this policy, and a number of days is address shown in the Schedule above at least the shown for Material Limitation Of Coverage in the number of days shown for Cancellation in such Schedule above, we will mail notice of such Schedule before the effective date of limitation to the person or organization shown in cancellation. such Schedule. We will mail such notice to the B. If we do not renew this policy for any legally address shown in the Schedule above at least the permitted reason other than nonpayment of number of days shown for Material Limitation Of premium, and a number of days is shown for Coverage in such Schedule before the effective When We Do Not Renew (Nonrenewal) in the date of such limitation. Schedule above, we will mail notice of nonrenewal to the person or organization shown IL T3 54 05 19 ©2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 COMMERCIAL AUTO POLICY ENDORSEMENT- CA T8 06 05 23 POLICY NUMBER: CUP-5X642114 ** THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ** IL T3 54 IT IS AGREED THAT: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US IL T3 54 THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: ALL COVERAGE PARTS INCLUDED IN THIS POLICY PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. EFFECTIVE DATE: 01/01/24 EXPIRATION DATE: DATE OF ISSUE: 01/01/24 Page 1 of 1 POLICY NUMBER: 810-5X558309 ISSUE DATE: 01/01/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 WHEN WE DO NOT RENEW(Nonrenewal): Number of Days Notice: 30 MATERIAL LIMITATION OF COVERAGE: Number of Days Notice: 30 PERSON OR SEE CA T8 06 ORGANIZATION: ADDRESS: . PROVISIONS in such Schedule. We will mail such notice to the A. If we cancel this policy for any legally permitted address shown in the Schedule above at least the reason other than nonpayment of premium, and a number of days shown for When We Do Not number of days is shown for Cancellation in the Renew (Nonrenewal) in such Schedule before the Schedule above, we will mail notice of effective date of nonrenewal. cancellation to the person or organization shown C. If we add a material limitation on the coverage in such Schedule. We will mail such notice to the provided by this policy, and a number of days is address shown in the Schedule above at least the shown for Material Limitation Of Coverage in the number of days shown for Cancellation in such Schedule above, we will mail notice of such Schedule before the effective date of limitation to the person or organization shown in cancellation. such Schedule. We will mail such notice to the B. If we do not renew this policy for any legally address shown in the Schedule above at least the permitted reason other than nonpayment of number of days shown for Material Limitation Of premium, and a number of days is shown for Coverage in such Schedule before the effective When We Do Not Renew (Nonrenewal) in the date of such limitation. Schedule above, we will mail notice of nonrenewal to the person or organization shown IL T3 54 05 19 ©2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 COMMERCIAL AUTO POLICY ENDORSEMENT- CA T8 06 05 23 POLICY NUMBER: 810-5X558309 ** THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ** IL T3 54 IT IS AGREED THAT: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US IL T3 54 THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: ALL COVERAGE PARTS INCLUDED IN THIS POLICY PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. EFFECTIVE DATE: 01/01/24 EXPIRATION DATE: DATE OF ISSUE: 01/01/24 Page 1 of 1 Policy Number: 810-5X558309 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT - FLORIDA This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE—This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT C. EMPLOYEE HIRED AUTO I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL PROPERTY E. SUPPLEMENTARY PAYMENTS— K. AIRBAGS INCREASED LIMITS F. HIRED AUTO — LIMITED WORLDWIDE L. NOTICE AND KNOWLEDGE OF ACCIDENT OR COVERAGE—INDEMNITY BASIS LOSS G. WAIVER OF DEDUCTIBLE—GLASS M. BLANKET WAIVER OF SUBROGATION N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS during the policy period, to be named as an A. BROAD FORM NAMED INSURED additional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to The following is added to Paragraph A.1., Who Is which this insurance applies and only to the An Insured, of SECTION II—COVERED AUTOS extent that person or organization qualifies as an LIABILITY COVERAGE: "insured" under the Who Is An Insured provision Any organization you newly acquire or form contained in Section II. during the policy period over which you maintain C. EMPLOYEE HIRED AUTO 50% or more ownership interest and that is not 1. The following is added to Paragraph A.1., separately insured for Business Auto Coverage. Who Is An Insured, of SECTION II — Coverage under this provision is afforded only until the 180th day after you acquire or form the COVERED AUTOS LIABILITY COVERAGE: organization or the end of the policy period, An "employee" of yours is an "insured" while whichever is earlier. operating an "auto" hired or rented under a • B. BLANKET ADDITIONAL INSURED contract or agreement in an "employee's" name, with your permission, while performing The following is added to Paragraph c. in A.1., duties related to the conduct of your Who Is An Insured, of SECTION II—COVERED business. AUTOS LIABILITY COVERAGE: 2. The following replaces Paragraph b. in B.5., Any person or organization who is required under Other Insurance, of SECTION IV — a written contract or agreement between you and BUSINESS AUTO CONDITIONS: that person or organization, that is signed and executed by you before the "bodily injury" or b. For Hired Auto Physical Damage "property damage" occurs and that is in effect Coverage, the following are deemed to be covered "autos"you own: CA F2 19 03 21 ©2021 The Travelers Indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission COMMERCIAL AUTO (1) Any covered "auto" you lease, hire, days or less and that is not an "auto" you rent or borrow; and lease, hire, rent or borrow from any of your (2) Any covered "auto" hired or rented by "employees", partners (if you are a your "employee" under a contract in partnership), members (if you are a limited an "employee's" name, with your liability company) or members of their permission, while performing duties households. related to the conduct of your (a) With respect to any claim made or "suit" business. brought outside the United States of However, any "auto" that is leased, hired, America, the territories and possessions rented or borrowed with a driver is not a of the United States of America, Puerto covered "auto". Rico and Canada: D. EMPLOYEES AS INSURED (i) You must arrange to defend the "insured" against, and investigate or The following is added to Paragraph A.1., Who Is settle any such claim or "suit" and An Insured, of SECTION II—COVERED AUTOS keep us advised of all proceedings LIABILITY COVERAGE: and actions. Any "employee" of yours is an "insured" while (ii) Neither you nor any other involved using a covered "auto" you don't own, hire or "insured" will make any settlement borrow in your business or your personal affairs. without our consent. E. SUPPLEMENTARY PAYMENTS — INCREASED (iii)We may, at our discretion, participate LIMITS in defending the "insured" against, or 1. The following replaces Paragraph A.2.a.(2), in the settlement of, any claim or of SECTION II — COVERED AUTOS "suit". LIABILITY COVERAGE: (iv)We will reimburse the "insured" for sums that the "insured" legally must (2) Up to $3,000 for cost of bail bonds pay as damages because of "bodily (including bonds for related traffic law injury" or"property damage" to which violations) required because of an this insurance applies, that the "accident" we cover. We do not have to "insured" pays with our consent, but furnish these bonds. only up to the limit described in 2. The following replaces Paragraph A.2.a.(4), Paragraph C., Limits Of Insurance, of of SECTION II — COVERED AUTOS SECTION II — COVERED AUTOS LIABILITY COVERAGE: LIABILITY COVERAGE. (4) All reasonable expenses incurred by the (v) We will reimburse the "insured" for "insured" at our request, including actual the reasonable expenses incurred loss of earnings up to $500 a day with our consent for your because of time off from work. investigation of such claims and your F. HIRED AUTO — LIMITED WORLDWIDE defense of the "insured" against any COVERAGE—INDEMNITY BASIS such "suit", but only up to and included within the limit described in The following replaces Subparagraph (5) in Paragraph C., Limits Of Insurance, of Paragraph B.7., Policy Period, Coverage SECTION II — COVERED AUTOS Territory, of SECTION IV — BUSINESS AUTO LIABILITY COVERAGE, and not in CONDITIONS: addition to such limit. Our duty to (5) Anywhere in the world, except any country or make such payments ends when we jurisdiction while any trade sanction, have used up the applicable limit of embargo, or similar regulation imposed by the insurance in payments for damages, United States of America applies to and settlements or defense expenses. prohibits the transaction of business with or (b) This insurance is excess over any valid within such country or jurisdiction, for and collectible other insurance available Covered Autos LiabilityCoverage for any 9 to the "insured" whether primary, excess covered "auto" that you lease, hire, rent or contingent or on any other basis. borrow without a driver for a period of 30 Page 2 of 4 ©2021 The Travelers Indemnity Company.All rights reserved. CA F2 19 03 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission COMMERCIAL AUTO (c) This insurance is not a substitute for J. PERSONAL PROPERTY required or compulsory insurance in any The following is added to Paragraph A.4., country outside the United States, its Coverage Extensions, of SECTION III — territories and possessions, Puerto Rico and Canada. PHYSICAL DAMAGE COVERAGE: Personal Property You agree to maintain all required or compulsory insurance in any such We will pay up to $400 for "loss" to wearing country up to the minimum limits required apparel and other personal property which is: by local law. Your failure to comply with (1) Owned by an "insured"; and compulsory insurance requirements will (2) In or on your covered "auto". not invalidate the coverage afforded by this policy, but we will only be liable to the This coverage applies only in the event of a total same extent we would have been liable theft of your covered "auto". had you complied with the compulsory No deductibles apply to this Personal Property insurance requirements. coverage. (d) It is understood that we are not an K. AIRBAGS admitted or authorized insurer outside the The following is added to Paragraph B.3., United States of America, its territories Exclusions, of SECTION III — PHYSICAL and possessions, Puerto Rico and DAMAGE COVERAGE: Canada. We assume no responsibility for the furnishing of certificates of insurance, Exclusion 3.a. does not apply to "loss" to one or or for compliance in any way with the more airbags in a covered "auto" you own that laws of other countries relating to inflate due to a cause other than a cause of"loss" insurance. set forth in Paragraphs A.1.b. and A.1.c., but G. WAIVER OF DEDUCTIBLE—GLASS only: a. If that "auto" is a covered "auto" for The following is added to Paragraph D., Comprehensive Coverage under this policy; Deductible, of SECTION III — PHYSICAL DAMAGE COVERAGE: b. The airbags are not covered under any warranty; and No deductible applies under Specified Causes of Loss or Comprehensive coverage for "loss" to c. The airbags were not intentionally inflated. glass used in the windshield. We will pay up to a maximum of $1,000 for any H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF one "loss". USE—INCREASED LIMIT L. NOTICE AND KNOWLEDGE OF ACCIDENT OR The following replaces the last sentence of LOSS Paragraph A.4.b., Loss Of Use Expenses, of The following is added to Paragraph A.2.a., of SECTION III — PHYSICAL DAMAGE SECTION IV—BUSINESS AUTO CONDITIONS: COVERAGE: Your duty to give us or our authorized However, the most we will pay for any expenses representative prompt notice of the "accident" or for loss of use is $65 per day, to a maximum of "loss"applies only when the"accident"or"loss" is $750 for any one "accident". known to: I. PHYSICAL DAMAGE — TRANSPORTATION (a) You (if you are an individual); EXPENSES— INCREASED LIMIT (b) A partner(if you are a partnership); The following replaces the first sentence in (c) A member (if you are a limited liability Paragraph A.4.a., Transportation Expenses, of company); SECTION III — PHYSICAL DAMAGE COVERAGE: (d) An executive officer, director or insurance We will pay up to $50 per day to a maximum of manager (if you are a corporation or other $1,500 for temporary transportation expense organization); or incurred by you because of the total theft of a (e) Any "employee" authorized by you to give covered "auto" of the private passenger type. notice of the"accident" or"loss". CA F2 19 03 21 ©2021 The Travelers Indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office,Inc.with its permission COMMERCIAL AUTO M. BLANKET WAIVER OF SUBROGATION by such contract. The waiver applies only to The following replaces Paragraph A.5., Transfer the person or organization designated in such Of Rights Of Recovery Against Others To Us, contract. of SECTION IV — BUSINESS AUTO N. UNINTENTIONAL ERRORS OR OMISSIONS CONDITIONS: The following is added to Paragraph B.2., 5. Transfer Of Rights Of Recovery Against Concealment, Misrepresentation, Or Fraud, of Others To Us SECTION IV—BUSINESS AUTO CONDITIONS: We waive any right of recovery we may have The unintentional omission of, or unintentional against any person or organization to the error in, any information given by you shall not extent required of you by a written contract prejudice your rights under this insurance. signed and executed prior to any "accident" However this provision does not affect our right to or "loss", provided that the "accident" or collect additional premium or exercise our right of "loss" arises out of operations contemplated cancellation or non—renewal. Page 4 of 4 ©2021 The Travelers Indemnity Company.All rights reserved. CA F2 19 03 21 Includes copyrighted material of Insurance Services Office,Inc.with its permission Policy Number: 810-5X558309 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY WITH OTHER INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.5., Other 1. The following is added to Paragraph A.1.c., Who Insurance of SECTION IV — BUSINESS AUTO Is An Insured, of SECTION II — COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5. Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement between you and that person or applicable other insurance under which an organization, that is signed by you before the additional insured person or organization is the "bodily injury" or "property damage" occurs and first named insured when the written contract or that is in effect during the policy period, to name agreement between you and that person or as an additional insured for Covered Autos organization, that is signed by you before the Liability Coverage, but only for damages to which "bodily injury" or "property damage" occurs and' this insurance applies and only to the extent of that is in effect during the policy period, requires that person's or organization's liability for the this insurance to be primary and non-contributory. conduct of another"insured". CA T4 74 02 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc.with its permission. TRAVELERS' WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 06 R3 (00) POLICY NUMBER :UB-5X489557-24-43-G : NOTICE OF CANCELLATION TO DESIGNATED PERSONS OR ORGANIZATIONS The following is added to PART SIX-CONDITIONS: Notice Of Cancellation To Designated Persons Or Organizations If we cancel this policy for any reason other than non-payment of premium by you, we will provide notice of such cancellation to each person or organization designated in the Schedule below. We will mail or deliver such notice to each person or organization at its listed address at least the number of days shown for that person or organiza- tion before the cancellation is to take effect. You are responsible for providing us with the information necessary to accurately complete the Schedule below. If we cannot mail or deliver a notice of cancellation to a designated person or organization because the name or address of such designated person or organization provided to us is not accurate or complete, we have no responsibility to mail, deliver or otherwise notify such designated person or organization of the cancellation. SCHEDULE Number of Name and Address of Designated Persons or Organizations: Days Notice 30 Any Person Or Organization For Which The Insured Has Agreed by Written Contract Executed Prior to Loss To Furnish This Waiver DATE OF ISSUE:ltl/24: - ST ASSIGN: Page 1 of 3 ©2013 The Travelers Indemnity Company.All rights reserved. POLICY NUMBER: P-630-5X487435 ISSUE DATE: 01/01/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 WHEN WE DO NOT RENEW(Nonrenewal): Number of Days Notice: 30 MATERIAL LIMITATION OF COVERAGE: Number of Days Notice: 30 PERSON OR SEE CA T8 06 ORGANIZATION: ADDRESS: . PROVISIONS in such Schedule. We will mail such notice to the A. If we cancel this policy for any legally permitted address shown in the Schedule above at least the reason other than nonpayment of premium, and a number of days shown for When We Do Not number of days is shown for Cancellation in the Renew (Nonrenewal) in such Schedule before the Schedule above, we will mail notice of effective date of nonrenewal. cancellation to the person or organization shown C. If we add a material limitation on the coverage in such Schedule. We will mail such notice to the provided by this policy, and a number of days is address shown in the Schedule above at least the shown for Material Limitation Of Coverage in the number of days shown for Cancellation in such Schedule above, we will mail notice of such Schedule before the effective date of limitation to the person or organization shown in cancellation. such Schedule. We will mail such notice to the B. If we do not renew this policy for any legally address shown in the Schedule above at least the permitted reason other than nonpayment of number of days shown for Material Limitation Of premium, and a number of days is shown for Coverage in such Schedule before the effective When We Do Not Renew (Nonrenewal) in the date of such limitation. Schedule above, we will mail notice of nonrenewal to the person or organization shown IL T3 54 05 19 ©2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 COMMERCIAL AUTO POLICY ENDORSEMENT- CA T8 06 05 23 POLICY NUMBER: P-630-5X487435 ** THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ** IL T3 54 IT IS AGREED THAT: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US IL T3 54 THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: ALL COVERAGE PARTS INCLUDED IN THIS POLICY PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. EFFECTIVE DATE: 01/01/24 EXPIRATION DATE: DATE OF ISSUE: 01/01/24 Page 1 of 1 POLICY NUMBER: P-630-5x487435 ISSUE DATE: 01/01/2024 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED PERSON OR ORGANIZATION - NOTICE OF CANCELLATION, NONRENEWAL OR MATERIAL LIMITATION OF COVERAGE PROVIDED BY US This endorsement modifies insurance provided under the following: ALL COVERAGE PARTS INCLUDED IN THIS POLICY SCHEDULE CANCELLATION: Number of Days Notice: 30 WHEN WE DO NOT RENEW(Nonrenewal): Number of Days Notice: 30 MATERIAL LIMITATION OF COVERAGE: Number of Days Notice: 30 PERSON OR SEE CA T8 06 ORGANIZATION: ADDRESS: . PROVISIONS in such Schedule. We will mail such notice to the A. If we cancel this policy for any legally permitted address shown in the Schedule above at least the reason other than nonpayment of premium, and a number of days shown for When We Do Not number of days is shown for Cancellation in the Renew (Nonrenewal) in such Schedule before the Schedule above, we will mail notice of effective date of nonrenewal. cancellation to the person or organization shown C. If we add a material limitation on the coverage in such Schedule. We will mail such notice to the provided by this policy, and a number of days is address shown in the Schedule above at least the shown for Material Limitation Of Coverage in the number of days shown for Cancellation in such Schedule above, we will mail notice of such Schedule before the effective date of limitation to the person or organization shown in cancellation. such Schedule. We will mail such notice to the B. If we do not renew this policy for any legally address shown in the Schedule above at least the permitted reason other than nonpayment of number of days shown for Material Limitation Of premium, and a number of days is shown for Coverage in such Schedule before the effective When We Do Not Renew (Nonrenewal) in the date of such limitation. Schedule above, we will mail notice of nonrenewal to the person or organization shown IL T3 54 05 19 ©2019 The Travelers Indemnity Company.All rights reserved. Page 1 of 1 COMMERCIAL AUTO POLICY ENDORSEMENT- CA T8 06 05 23 POLICY NUMBER: P-630-5X487435 ** THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ** IL T3 54 IT IS AGREED THAT: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED ENTITY - NOTICE OF CANCELLATION PROVIDED BY US IL T3 54 THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: ALL COVERAGE PARTS INCLUDED IN THIS POLICY PERSON OR ORGANIZATION: ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF: 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY; AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS SCHEDULE. THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. ADDRESS: THE ADDRESS FOR THAT PERSON OR ORGANIZATION INCLUDED IN SUCH WRITTEN REQUEST FROM YOU TO US. EFFECTIVE DATE: 01/01/24 EXPIRATION DATE: DATE OF ISSUE: 01/01/24 Page 1 of 1 Policy Number: CUP-5X642114 UMBRELLA EXCESS FOLLOW-FORM AND UMBRELLA LIABILITY INSURANCE THIS POLICY, IN PART, PROVIDES FOLLOW-FORM LIABILITY COVERAGE. COVERAGE WILL APPLY ON A CLAIMS-MADE BASIS WHEN FOLLOWING CLAIMS-MADE UNDERLYING INSURANCE. COVERAGE WILL APPLY ON A DEFENSE-WITHIN-LIMITS BASIS WHEN FOLLOWING UNDERLYING INSURANCE UNDER WHICH DEFENSE EXPENSES ARE PAYABLE WITHIN, AND NOT IN ADDITION TO, THE LIMITS OF INSURANCE. WHEN FOLLOWING SUCH UNDERLYING INSURANCE, PAYMENT OF DEFENSE EXPENSES UNDER THIS POLICY WILL REDUCE, AND MAY EXHAUST, THE LIMITS OF INSURANCE OF THIS POLICY. PLEASE READ THE ENTIRE POLICY CAREFULLY. Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy,the words "you"and "your"refer to the Named Insured shown in the Declarations and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under SECTION II — WHO IS AN INSURED. Other words and phrases that appear in quotation marks have special meaning. Refer to SECTION VI — DEFINITIONS. SECTION I—COVERAGES provisions to the contrary contained in this A. COVERAGE A — EXCESS FOLLOW-FORM insurance. LIABILITY 3. The amount we will pay for damages is limited as described in SECTION III — LIMITS OF 1. We will pay on behalf of the insured those INSURANCE. sums, in excess of the "applicable underlying 4. For the purposes of Paragraph 1.above: limit", that the insured becomes legally obligated to pay as damages to which a. The applicable limit of insurance stated Coverage A of this insurance applies, for the policies of "underlying insurance" provided that the "underlying insurance"would in the Schedule Of Underlying Insurance apply to such damages but for the exhaustion will be considered to be reduced or of its applicable limits of insurance. If a exhausted only by the following sublimit is specified in any "underlying payments: insurance", Coverage A of this insurance (1) Payments of judgments or applies to damages that are in excess of that settlements for damages that are sublimit only if such sublimit is shown for that covered by that "underlying "underlying insurance" in the Schedule Of insurance". However, if such Underlying Insurance. "underlying insurance" has a policy period which differs from the policy 2. Coverage A of this insurance is subject to the period of this Excess Follow-Form same terms, conditions, agreements, And Umbrella Liability Insurance, any exclusions and definitions as the "underlying such payments for damages that insurance", except with respect to any would not be covered by this Excess EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 1 of 22 Policy Number: CUP-5X642114 UMBRELLA Follow-Form And Umbrella Liability 5. When the "underlying insurance" applies on a Insurance because of its different claims-made basis and includes a retroactive policy period will not reduce or date provision, the retroactive date for exhaust the applicable limit of Coverage A of this insurance is the same as insurance stated for such "underlying the retroactive date of that "underlying insurance"; insurance". (2) Payments of "medical expenses" that B. COVERAGE B—UMBRELLA LIABILITY are covered by that "underlying 1. We will pay on behalf of the insured those insurance" and are incurred for sums in excess of the "self-insured retention" "bodily injury" caused by an accident that the insured becomes legally obligated to that takes place during the policy pay as damages because of "bodily injury", period of this Excess Follow-Form "property damage", "personal injury" or And Umbrella Liability Insurance; or "advertising injury" to which Coverage B of (3) Payments of defense expenses that this insurance applies. are covered by that "underlying 2. Coverage B of this insurance applies to insurance", only if such "underlying "bodily injury"or"property damage" only if: insurance" includes such payments within the limits of insurance. a. The "bodily injury"or"property damage" is However, if such "underlying caused by an "occurrence" that takes insurance" has a policy period which place anywhere in the world; differs from the policy period of this b. The "bodily injury" or "property damage" Excess Follow-Form And Umbrella occurs during the policy period; and Liability Insurance, any such c. Prior to the policy period, no insured listed payments for defense expenses that under Paragraph 1. in Paragraph B., would not be covered by this Excess COVERAGE B — UMBRELLA Follow Form And Umbrella Liability LIABILITY, of SECTION II —WHO IS AN Insurance because of its different policy period will not reduce or INSURED and no "employee" authorized exhaust the applicable limit of by you to give or receive notice of an insurance stated for such "underlying "occurrence" or claim, knew that the insurance". "bodily injury" or "property damage" had occurred, in whole or in part. If such a If the applicable limit of insurance stated listed insured or authorized "employee" for the policies of "underlying insurance" knew, prior to the policy in the Schedule Of Underlying Insurance P y period, that the Y 9 "bodily injury" or "property damage" is actually reduced or exhausted by other occurred, in whole or in part, then any payments, Coverage A of this insurance continuation, change or resumption of is not invalidated. However, in the event such "bodily injury" or "property damage" of a loss, we will pay only to the extent during or after the policy period will be that we would have paid had such limit deemed to have been known prior to the not been actually reduced or exhausted policy period. by such other payments. 3. Coverage B of this insurance applies to b. If any "underlying insurance" has a limit of "personal injury" or "advertising injury" insurance greater than the amount shown caused by an offense arising out of your for that insurance in the Schedule of business, but only if the offense was Underlying Insurance, this insurance will committed during the policy period apply in excess of that greater amount. If anywhere in the world. any "underlying insurance" has a limit of 4. The amount we will pay for damages is limited insurance, prior to any reduction or as described in SECTION III — LIMITS OF exhaustion by payment of damages, INSURANCE. "medical expenses" or defense expenses described in Paragraph a. above, that is 5. "Bodily injury"or"property damage": less than the amount shown for that a. Which occurs during the policy period; and insurance in the Schedule Of Underlying Insurance, this insurance will apply in b. Which was not prior to, but was during, the excess of the amount shown for such policy period known to have occurred by insurance in the Schedule Of Underlying any insured listed under Paragraph 1. in Insurance. Paragraph B., COVERAGE B — Page 2 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number: CUP-5X642114 UMBRELLA UMBRELLA LIABILITY of SECTION II — a. First commence at the time when any WHO IS AN INSURED, or any"employee" "executive officer" first becomes aware of authorized by you to give notice of an an "event" or "occurrence" that leads to "occurrence"or claim; that"crisis management event"; and includes any continuation, change or b. End when we decide that the crisis no resumption of the "bodily injury" or "property longer exists or when the Crisis damage"after the end of the policy period. Management Service Expenses Limit has 6. "Bodily injury" or "property damage" will be been exhausted, whichever occurs first. deemed to have been known to have 4. The amount we will pay for "crisis occurred at the earliest time when any insured management service expenses" is limited as listed under Paragraph 1. in Paragraph B., described in SECTION III — LIMITS OF COVERAGE B — UMBRELLA LIABILITY, of INSURANCE. SECTION II —WHO IS AN INSURED or any 5. A "self-insured retention" does not apply to "employee" authorized by you to give or "crisis management service expenses". receive notice of an "occurrence"or claim: a. Reports all, or any part, of the "bodily 6. Any payment of "crisis management service injury" or "property damage" to us or any expenses" that we make will not be other insurer; determinative of our obligations under this insurance with respect to any claim or"suit"or b. Receives a written or verbal demand or create any duty to defend or indemnify any claim for damages because of the "bodily insured for any claim or"suit". injury" or"property damage"; or D. DEFENSE AND SUPPLEMENTARY PAYMENTS c. Becomes aware by any other means that 1. We will have the right and duty to defend the the "bodily injury" or "property damage" has occurred or has begun to occur. insured: 7. Damages because of "bodily injury" include a. Under Coverage A, against a "suit" damages claimed by any person or seeking damages to which such coverage organization for care, loss of services or death applies, if: resulting at any time from the "bodily injury". (1) The "applicable underlying limit" is the 8. Coverage B of this insurance does not apply applicable limit of insurance stated for to damages covered by any "underlying a policy of "underlying insurance" in insurance" or that would have been covered the Schedule Of Underlying by any "underlying insurance" but for the Insurance and such limit has been exhaustion of its applicable limit of insurance. exhausted solely due to payments as permitted in Paragraphs 4.a.(1), (2) C. COVERAGE C — CRISIS MANAGEMENT and (3) of COVERAGE A — EXCESS SERVICE EXPENSES FOLLOW-FORM LIABILITY of 1. We will reimburse the insured, or pay on the SECTION I—COVERAGES; or insured's behalf, "crisis management service (2) The "applicable underlying limit" is the expenses"to which Coverage C applies. applicable limit of any "other 2. Coverage C of this insurance applies to "crisis insurance" and such limit has been management service expenses"that: exhausted by payments of judgments, settlements or medical expenses, or a. Arise out of a "crisis management event" related costs or expenses (if such that first commences during the policy costs or expenses reduce such period; limits). b. Are incurred by the insured, after a "crisis For any "suit" for which we have the right management event" first commences and and duty to defend the insured under before such event ends; and Coverage A, defense expenses will be c. Are submitted to us within 180 days after within the limits of insurance of this policy the "crisis management advisor" advises when such expenses are within the limits you that the "crisis management event" of insurance of the applicable "underlying no longer exists. insurance"; or 3. A "crisis management event" will be deemed b. Under Coverage B, against a "suit" to: seeking damages to which such coverage applies. EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 3 of 22 Policy Number: CUP-5X642114 UMBRELLA 2. We have no duty to defend any insured applicable limit of insurance. If we do not against any"suit": pay part of the judgment for any reason a. Seeking damages to which this insurance other than it is more than the applicable does not apply; limit of insurance, we will not pay any pp y° or interest that accrues on that portion of the b. If any other insurer has a duty to defend. judgment. 3. When we have the duty to defend,we may, at With respect to a claim we investigate or our discretion, investigate and settle any claim settle, or "suit" against an insured we defend or "suit". In all other cases, we may, at our under COVERAGE A — EXCESS FOLLOW- discretion, participate in the investigation, FORM LIABILITY, these payments will not defense and settlement of any claim or "suit" reduce the applicable limits of insurance, but for damages to which this insurance may only if the applicable "underlying insurance" apply. If we exercise such right to participate, provides for such payments in addition to its all expenses we incur in doing so will not limits of insurance. With respect to a claim we reduce the applicable limits of insurance. investigate or settle, or "suit" against an 4. Our duty to defend ends when we have used insured we defend under COVERAGE B — up the applicable limit of insurance in the UMBRELLA LIABILITY, these payments will payment of judgments or settlements, or not reduce the applicable limits of insurance. defense expenses if such expenses are within SECTION II—WHO IS AN INSURED the limits of insurance of this policy. A. COVERAGE A — EXCESS FOLLOW-FORM 5. We will pay, with respect to a claim we LIABILITY investigate or settle, or "suit" against an insured we defend: With respect to Coverage A, the following persons a. All expenses we incur. and organizations qualify as insureds: b. The cost of: 1. The Named Insured shown in the Declarations; and (1) Bail bonds required because of accidents or traffic law violations 2. Any other person or organization qualifying as arising out of the use of any vehicle to an insured in the "underlying insurance". If which this insurance applies; or you have agreed to provide insurance for that person or organization in a written contract or (2) Appeal bonds and bonds to release agreement: attachments; a. The limits of insurance afforded to such but only for bond amounts within the person or organization will be: applicable limit of insurance. We do not have to furnish these bonds. (1) The amount by which the minimum limits of insurance you agreed to c. All reasonable expenses incurred by the provide such person or organization insured at our request to assist us in the in that written contract or agreement investigation or defense of such claim or exceed the total limits of insurance of "suit", including actual loss of earnings up all applicable "underlying insurance"; to $1,000 a day because of time off from or work. (2) The limits of insurance of this policy; d. All court costs taxed against the insured in the"suit". However, these payments do whichever is less; and not include attorneys' fees or attorneys' b. Coverage under this policy does not apply expenses taxed against the insured. to such person or organization if the e. Prejudgment interest awarded against the minimum limits of insurance you agreed insured on that part of the judgment we to provide such person or organization in pay. If we make an offer to pay the that written contract or agreement are applicable limit of insurance, we will not wholly within the total limits of insurance pay any prejudgment interest based on of all available applicable "underlying that period of time after the offer. insurance". f. All interest that accrues on the full amount B. COVERAGE B—UMBRELLA LIABILITY of any judgment after entry of the With respect to Coverage B: judgment and before we have paid, offered to pay or deposited in court the 1. The Named Insured shown in the part of the judgment that is within the Declarations is an insured. 2. If you are: Page 4 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number: CUP-5X642114 UMBRELLA a. An individual, your spouse is also an as a consequence of Paragraph insured, but only with respect to the (1)(a) above; conduct of a business of which you are (c) For which there is any obligation the sole owner. to share damages with or repay b. A partnership or joint venture, your someone else who must pay members, your partners and their damages because of the injury spouses are also insureds, but only with described in Paragraph (1)(a) or respect to the conduct of your business. (b) above; or c. A limited liability company, your members (d) Arising out of his or her providing are also insureds, but only with respect to or failing to provide professional the conduct of your business. Your health care services. managers are also insureds, but only with Unless you are in the business or respect to their duties as your managers. occupation of providing professional health care services, Paragraphs d. An organization other than a partnership, (1)(a), (b), (c) and (d) above do not joint venture or limited liability company, apply to "bodily injury" arising out of your "officers" and directors are also providing or failing to provide first aid insureds, but only with respect to their or "Good Samaritan services" by any duties as your "officers" or directors. Your of your "employees" or "volunteer stockholders are also insureds, but only workers" other than an employed or with respect to their liability as volunteer doctor. Any such stockholders. "employees" or "volunteer workers" e. A trust, your trustees are also insureds, providing or failing to provide first aid but only with respect to their duties as or "Good Samaritan services" during trustees. their work hours for you will be deemed to be acting within the scope 3. Each of the following is also an insured: of their employment by you or performing duties related to the a. Your "volunteer workers" only while conduct of your business. performing duties related to the conduct of your business, or your "employees", (2) "Property damage"to property: other than either your "officers" (if you are (a) Owned, occupied or used by; or an organization other than a partnership, (b) Rented to, in the care, custody or joint venture or limited liability company) control of, or over which physical or your managers (if you are a limited control is being exercised for any liability company), but only for acts within purpose by; the scope of their employment by you or while performing duties related to the you, any of your "employees" or conduct of your business. However, none volunteer workers", any of your of these "employees" or "volunteer partners or members (if you are a workers" are insureds for: partnership or joint venture), or any of your members (if you are a limited (1) "Bodily injury" or"personal injury": liability company). (a) To you, to your partners or b. Any person (other than your "employee" members (if you are a partnership or "volunteer worker"), or any or joint venture), to your members organization, while acting as your real (if you are a limited liability estate manager. company), to a co-"employee" c. Any person or organization having proper while in the course of his or her temporary custody of your property if you employment or performing duties die, but only: related to the conduct of your (1) With respect to liability arising out of business, or to your other the maintenance or use of that "volunteer workers" while property; and performing duties related to the conduct of your business; (2) Until your legal representative has been appointed. (b) To the spouse, child, parent, d. Your legal representative if you die, but brother or sister of that co- only with respect to duties as such. That "employee" or "volunteer worker" EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 5 of 22 Policy Number: CUP-5X642114 UMBRELLA representative will have all your rights and 2. Any organization, other than a partnership, duties under this insurance. joint venture or limited liability company, of 4. Any organization, other than a partnership, which you are the sole owner, or in which you joint venture or limited liability company, of maintain an ownership interest of more than which you are the sole owner, or in which you 50%, on the first day of the policy period. No maintain an ownership interest of more than such organization is an insured or will qualify 50%, on the first day of the policy period is an as a Named Insured for "crisis management insured and will qualify as a Named Insured. service expenses" arising out of a "crisis No such organization is an insured or will management event" that first commences qualify as a Named Insured for "bodily injury" after the date, if any, during the policy period, or "property damage" that occurred, or that you no longer maintain an ownership "personal injury"or"advertising injury" caused interest of more than 50% in such by an offense committed after the date, if any, organization. during the policy period, that you no longer 3. Any organization you newly acquire or form, maintain an ownership interest of more than other than a partnership, joint venture or 50% in such organization. limited liability company, and of which you are 5. Any organization you newly acquire or form, the sole owner, or in which you maintain an other than a partnership, joint venture or ownership interest of more than 50%, if there limited liability company, and of which you are is no other similar insurance available to that the sole owner, or in which you maintain an organization. However: ownership interest of more than 50%, is an insured and will qualify as a Named Insured if a. Coverage under this provision is afforded there is no other similar insurance available to only until the 180th day after you acquire that organization. However: or form the organization or the end of the a. Coverage under this provision is afforded policy period, whichever is earlier; and only until the 180th day after you acquire b. Coverage for such organization does not or form the organization or the end of the apply to "crisis management service policy period, whichever is earlier; and expenses" arising out of a "crisis management event" that occurred before b. Coverage for such organization does not apply to: you acquired or formed the organization, even if an "executive officer" only first (1) "Bodily injury" or "property damage" becomes aware of an "event" or that occurred; or "occurrence" that leads to such "crisis (2) "Personal injury" or "advertising management event" after the date you injury" arising out of an offense acquired or formed the organization. committed; No person or organization is an insured or will before you acquired or formed the qualify as a Named Insured with respect to the organization. conduct of any current or past partnership, joint venture or limited liability company that is not No person or organization is an insured or will shown as a Named Insured in the Declarations. qualify as a Named Insured with respect to the conduct of any current or past partnership, joint SECTION III— LIMITS OF INSURANCE venture or limited liability company that is not A. The Limits of Insurance shown in the Declarations shown as a Named Insured in the Declarations. and the rules below fix the most we will pay for the This paragraph does not apply to any such amounts described below to which this insurance partnership, joint venture or limited liability applies regardless of the number of: company that otherwise qualifies as an insured under Paragraph B. of SECTION II—WHO IS AN 1. Insureds; INSURED. 2. Claims made or"suits" brought; C. COVERAGE C — CRISIS MANAGEMENT 3. Number of vehicles involved; SERVICE EXPENSES 4. Persons or organizations making claims or With respect to Coverage C, the following persons bringing "suits"; or and organizations are insureds and will qualify as 5. Coverages provided under this insurance. Named Insureds: 1. The Named Insured shown in the As indicated in Paragraph D.1. of SECTION I — Declarations. COVERAGES, for any "suit" for which we have the right and duty to defend the insured under Coverage A, defense expenses will be within the Page 6 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number: CUP-5X642114 UMBRELLA limits of insurance of this policy when such F. The limits of insurance of this policy apply expenses are within the limits of insurance of the separately to each consecutive annual period and applicable "underlying insurance". to any remaining period of less than 12 months, B. The General Aggregate Limit is the most we will starting with the beginning of the policy period pay for the sum of all: shown in the Declarations. If the policy period is extended after issuance for an additional period of 1. Damages; and less than 12 months, the additional period will be 2. Defense expenses if such expenses are deemed part of the last preceding period for within the limits of insurance of this policy; purposes of determining the limits of insurance. except: SECTION IV—EXCLUSIONS 1. Damages and defense expenses because of This insurance does not apply to: "bodily injury" or "property damage" included A. With respect to Coverage A and Coverage B: in the "auto hazard"; 1. Asbestos 2. Damages and defense expenses because of "bodily injury" or "property damage" included a. Damages arising out of the actual or in the "products-completed operations alleged presence or actual, alleged or hazard"; or threatened dispersal of asbestos, asbestos fibers or products containing 3. Damages and defense expenses for which insurance is provided under any Aircraft asbestos, provided that the damages are caused or contributed to by the hazardous Liability coverage included as "underlying properties of asbestos. insurance" to which no aggregate limit applies. b. Damages arising out of the actual or C. The Products-Completed Operations Aggregate alleged presence or actual, alleged or Limit is the most we will pay for the sum of all: threatened dispersal of any solid, liquid, gaseous or thermal irritant or 1. Damages; and contaminant, including smoke, vapors, 2. Defense expenses if such expenses are soot, fumes, acids, alkalis, chemicals and within the limits of insurance of this policy; waste, and that are part of any claim or because of "bodily injury" or "property damage" "suit" which also alleges any damages included in the "products-completed operations described in Paragraph a.above. hazard". c. Any loss, cost or expense arising out of D. Subject to Paragraph B. or C. above, whichever any: applies, the Occurrence Limit is the most we will (1) Request, demand, order or statutory pay for the sum of all: or regulatory requirement that any 1. Damages, and defense expenses if such insured or others test for, monitor, expenses are within the limits of insurance of clean up, remove, contain, treat, this policy, under Coverage A arising out of detoxify or neutralize, or in any way any one "event" to which the "underlying respond to, or assess the effects of, insurance" applies a limit of insurance that is asbestos, asbestos fibers or products separate from any aggregate limit of containing asbestos; or insurance; and (2) Claim or "suit" by or on behalf of any 2. Damages under Coverage B because of all governmental authority or any other "bodily injury", "property damage", "personal person or organization because of injury"or"advertising injury"arising out of any testing for, monitoring, cleaning up, one "occurrence". removing, containing, treating, For the purposes of determining the applicable detoxifying or neutralizing, or in any Occurrence Limit, all related acts or omissions way responding to, or assessing committed in the providing or failing to provide the effects of, asbestos, asbestos first aid or"Good Samaritan services"to any one fibers or products containing asbestos. person will be considered one "occurrence". 2. Employment-Related Practices E. The Crisis Management Service Expenses Limit Damages because of injury to: is the most we will pay for the sum of all "crisis management service expenses" arising out of all a. A person arising out of any: "crisis management events". Payment of such (1) Refusal to employ that person; "crisis management service expenses" is in addition to, and will not reduce, any other limit of (2) Termination of that person's insurance of this policy. employment; or EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 7 of 22 Policy Number: CUP-5X642114 UMBRELLA (3) Employment-related practice, policy, the meanings given them in the Atomic act or omission, such as coercion, Energy Act of 1954 or any of its demotion, evaluation, reassignment, amendments. discipline, failure to promote or 6. Uninsured or Underinsured Motorists, No- advance, harassment, humiliation, Fault And Similar Laws discrimination, libel, slander, violation of the person's right of privacy, Any liability imposed on the insured, or the malicious prosecution or false arrest, insured's insurer, under any of the following detention or imprisonment, applied to laws: or directed at that person, regardless a. Uninsured motorists; of whether such practice, policy, act or omission occurs, is applied or is b. Underinsured motorists; committed before, during or after the c. Auto no-fault or other first-party personal time of that person's employment; or injury protection (PIP); b. The spouse, child, parent, brother or d. Supplementary uninsured/underinsured sister of that person as a consequence of motorists (New York); or injury to that person as described in Paragraphs a.(1), (2) or(3)above. e. Medical expense benefits and income loss benefits (Virginia). This exclusion applies: 7. War a. Whether the insured may be liable as an employer or in any other capacity; and Damages arising out of: b. To any obligation to share damages with a. War, including undeclared or civil war; or or repay someone else who must pay b. Warlike action by a military force, damages because of the injury. including action in hindering or defending 3. ERISA, COBRA And Similar Laws against an actual or expected attack, by any government, sovereign or other Any obligation of the insured under: authority using military personnel or other a. The Employees Retirement Income agents; or Security Act Of 1974 (ERISA) or any of c. Insurrection, rebellion, revolution, usurped its amendments; power or action taken by governmental b. The Consolidated Omnibus Budget authority in hindering or defending against Reconciliation Act of 1985 (COBRA) or any of these. any of its amendments; or 8. Workers Compensation And Similar Laws c. Any similar common or statutory law of Any obligation of the insured under a workers any jurisdiction. compensation, disability benefits or 4. Medical Expenses Or Payments unemployment compensation law or any Any obligation of the insured under any similar law. "medical expenses" or medical payments B. With respect to Coverage B: coverage. 1. Expected Or Intended Bodily Injury Or 5. Nuclear Material Property Damage Damages arising out of: "Bodily injury" or "property damage" expected a. The actual, alleged or threatened or intended from the standpoint of the insured. exposure of any person or property to; or This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of b. The "hazardous properties" of; reasonable force to protect persons or any"nuclear material". property. As used in this exclusion: 2. Contractual Liability a. "Hazardous properties" includes "Bodily injury", "property damage", "personal radioactive, toxic or explosive properties; injury" or "advertising injury" for which the insured is obligated to pay damages by b. "Nuclear material" means "source reason of the assumption of liability in a material", "special nuclear material" or contract or agreement. This exclusion does "by-product material"; and not apply to liability for damages that the c. "Source material", "special nuclear insured would have in the absence of the material" and "by-product material" have contract or agreement. Page 8 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number: CUP-5X642114 UMBRELLA 3. Liquor Liability removing, containing, treating, "Bodily injury" or"property damage" for which detoxifying or neutralizing, or in any any insured may be liable by reason of: way responding to, or assessing the effects of, "pollutants". a. Causing or contributing to the intoxication of any person, including causing or 6. Aircraft contributing to the intoxication of any "Bodily injury" or "property damage" arising person because alcoholic beverages were out of the ownership, maintenance, use or permitted to be brought on your premises entrustment to others of any aircraft owned or for consumption on your premises; operated by or rented or loaned to any b. The furnishing of alcoholic beverages to a insured. Use includes operation and "loading person under the legal drinking age or or unloading". under the influence of alcohol; or This exclusion applies even if the claims C. Any statute, ordinance or regulation against any insured allege negligence or other relating to the sale, gift, distribution or use wrongdoing in the supervision, hiring, of alcoholic beverages. employment, training or monitoring of others by that insured, if the "occurrence" which 4. Employers Liability caused the "bodily injury" or "property "Bodily injury"to: damage" involved the ownership, a. An "employee" of the insured arising out maintenance, use or entrustment to others of of and in the course of: any aircraft that is owned or operated by or rented or loaned to any insured. (1) Employment by the insured; or (2) Performing duties related to the 7. Auto conduct of the insured's business; or "Bodily injury" or "property damage" arising b. The child, out of the ownership, maintenance, use or spouse, parent, brother or entrustment to others of any "auto". Use sister of that "employee" as a includes operation and "loading or unloading". consequence of "bodily injury" described in Paragraph a. above. This exclusion applies even if the claims against any insured allege negligence or other This exclusion applies: wrongdoing in the supervision, hiring, a. Whether the insured may be liable as an employment, training or monitoring of others employer or in any other capacity; and by that insured, if the "occurrence" which b. To any obligation to share damages with caused the "bodily injury" or "property or repay someone else who must pay damage" involved the ownership, damages because of the "bodily injury". maintenance, use or entrustment to others of any"auto". 5. Pollution This exclusion does not apply to "bodily injury" a. "Bodily injury", "property damage", or "property damage" caused by an "personal injury" or "advertising injury" "occurrence" that takes place outside of the arising out of the actual, alleged or United States of America (including its threatened discharge, dispersal,seepage, territories and possessions), Puerto Rico and migration, release or escape of Canada. "pollutants". 8. Watercraft b. Any loss, cost or expense arising out of any: "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or (1) Request, demand, order or statutory entrustment to others of any watercraft owned or regulatory requirement that any or operated by or rented or loaned to any insured or any other person or insured. Use includes operation and "loading organization test for, monitor, clean or unloading". up, remove, contain, treat, detoxify or neutralize, or in any way respond to, This exclusion applies even if the claims or assess the effects of, "pollutants"; against any insured allege negligence or other or wrongdoing in the supervision, hiring, employment, training or monitoring of others (2) Claim or"suit" by or on behalf of any by that insured, if the "occurrence" which governmental authority or any other caused the "bodily injury" or "property person or organization because of damage" involved the ownership, testing for, monitoring, cleaning up, EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 9 of 22 Policy Number: CUP-5X642114 UMBRELLA maintenance, use or entrustment to others of 11. Damage To Impaired Property Or Property any watercraft that is owned or operated by Not Physically Injured or rented or loaned to any insured. "Property damage" to "impaired property", or This exclusion does not apply to a watercraft: property that has not been physically injured, a. While ashore on premises owned by or arising out of: rented to any insured; or a. A defect, deficiency, inadequacy or b. That is 50-feet long or less and that: dangerous condition in "your product" or "your work"; or (1) You own; or b. A delay or failure by you, or anyone acting (2) You do not own and is not being used on your behalf, to fulfill the terms of a to carry any person or property for a contract or agreement. charge. This exclusion does not apply to the loss of 9. Electronic Data use of other property arising out of sudden and accidental physical injury to "your Damages claimed for the loss of, loss of use product" or "your work" after it has been put to of, damage to, corruption of, inability to its intended use. access, or inability to manipulate "electronic data". 12. Recall Of Products, Work Or Impaired 10. Damage To Property, Products Or Work Property Damages claimed for any loss, cost or "Property damage"to: expense incurred by you or others for the loss a. Property you own, rent or occupy, of use, withdrawal, recall, inspection, repair, including any costs or expenses incurred replacement, adjustment, removal or disposal by you, or any other person or of: organization, for repair, replacement, a. "Your product"; enhancement, restoration or maintenance b. "Your work"; or of such property for any reason, including prevention of injury to a person or c. "Impaired property"; damage to another's property; if such product, work or property is withdrawn b. Premises you sell, give away or abandon or recalled from the market or from use by if the"property damage" arises out of any any person or organization because of a part of those premises; known or suspected defect, deficiency, inadequacy or dangerous condition in it. c. Property loaned to you; 13. Violation Of Consumer Financial d. Personal property in the care, custody or Protection Laws control of the insured; "Bodily injury", "property damage", "personal e. That particular part of real property on injury" or "advertising injury" arising out of any which you or any contractors or actual or alleged violation of a "consumer subcontractors working directly or financial protection law", or any other "bodily indirectly on your behalf are performing injury", "property damage", "personal injury" or operations if the "property damage" "advertising injury" alleged in any claim or arises out of those operations; "suit"that also alleges any such violation. f. That particular part of any property that 14. Unsolicited Communication must be restored, repaired or replaced "Bodily injury", "property damage", "personal because "your work" was incorrectly injury" or "advertising injury" arising out of any performed on it; actual or alleged violation of any law that g. "Your product" arising out of "your restricts or prohibits the sending, transmitting product" or any part of it; or or distributing of"unsolicited communication". h. "Your work" arising out of"your work" or 15. Access Or Disclosure Of Confidential Or any part of it and included in the Personal Information "products-completed operations hazard". "Bodily injury", "property damage", "personal injury" or "advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. Page 10 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number: CUP-5X642114 UMBRELLA 16. Knowing Violation Of Rights Of Another c. Trade dress; "Personal injury" or "advertising injury" caused d. Trade name; by or at the direction of the insured with the knowledge that the act would violate the rights e. Trademark; of another and would inflict "personal injury" f. Trade secret; or or"advertising injury". g. Other intellectual property rights or laws. 17. Material Published With Knowledge Of This exclusion does not apply to: Falsity a. "Advertising injury" arising out of any "Personal injury" or "advertising injury" arising actual or alleged infringement or violation out of oral or written publication, including of another's copyright, "title" or "slogan" in publication by electronic means, of material, if your"advertisement"; or done by or at the direction of the insured with knowledge of its falsity. b. Any other "personal injury" or "advertising injury" alleged in any claim or "suit" that 18. Material Published Or Used Prior To Policy also alleges any such infringement or Period violation of another's copyright, "title" or a. "Personal injury" or "advertising injury" "slogan" in your"advertisement". arising out of oral or written publication, 24. Insureds In Media And Internet Type including publication by electronic means, Business of material whose first publication took place before the beginning of the policy "Personal injury" or "advertising injury" arising period; or out of an offense committed by an insured whose business is: b. "Advertising injury" arising out of infringement of copyright, "title" or a. Advertising, "broadcasting"or publishing; "slogan" in your "advertisement" whose b. Designing or determining content of web- first infringement in your "advertisement" sites for others; or was committed before the beginning of the policy period. c. An Internet search, access, content or service provider. 19. Criminal Acts This exclusion does not apply to Paragraphs "Personal injury" or "advertising injury" arising a.(1), (2) and (3) of the definition of "personal out of a criminal act committed by or at the injury". direction of the insured. For the purposes of this exclusion: 20. Breach Of Contract a. Creating and producing correspondence "Personal injury" or "advertising injury" arising written in the conduct of your business, out of a breach of contract. bulletins, financial or annual reports, or 21. Quality Or Performance Of Goods — Failure newsletters about your goods, products or To Conform To Statements services will not be considered the "Advertising injury" arising out of the failure of business of publishing; and goods, products or services to conform with b. The placing of frames, borders or links, or any statement of quality or performance made advertising, for you or others anywhere on in your"advertisement". the Internet will not, by itself, be 22. Wrong Description Of Prices considered the business of advertising, "broadcasting" or publishing. "Advertising injury" arising out of the wrong 25. Electronic Chatrooms Or Bulletin Boards description of the price of goods, products or services stated in your"advertisement". "Personal injury" or "advertising injury" arising 23. Intellectual Property out of an electronic chatroom or bulletin board the insured hosts, owns or over which the "Personal injury" or "advertising injury" arising insured exercises control. out of any actual or alleged infringement or 26. Unauthorized Use Of Another's Name Or violation of any of the following rights or laws, Product or any other "personal injury" or "advertising injury" alleged in any claim or "suit" that also "Personal injury" or "advertising injury" arising alleges any such infringement or violation: out of the unauthorized use of another's name or product in your e-mail address, domain a. Copyright; name or metatag, or any other similar tactics b. Patent; to mislead another's potential customers. EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 11 of 22 Policy Number: CUP-5X642114 UMBRELLA C. With respect to Coverage C: 4. Notice of cancellation will state the effective Newly Acquired, Controlled Or Formed date of cancellation. The policy period will end Entities on that date. 5. If this insurance is cancelled, we will send "Crisis management service expenses"arising out such first Named Insured any premium refund of a "crisis management event" that involves any due. If we cancel, the refund will be pro rata. If organization you newly acquire or form and that such first Named Insured cancels, the refund occurred prior to the date you acquired or formed may be less than pro rata. The cancellation that organization, even if an "executive officer" will be effective even if we have not made or only first becomes aware of an "event" or offered a refund. "occurrence" that leads to such "crisis management event"after the date you acquired or 6. If notice is mailed, proof of mailing will be formed such organization. sufficient proof of notice. SECTION V—CONDITIONS D. CHANGES A. APPEALS This policy contains all the agreements between you and us concerning the insurance afforded. No 1. If the insured or the insured's "underlying change can be made in the terms of this insurer" elects not to appeal a judgment which insurance except with our consent. The terms of exceeds the "applicable underlying limit" or this insurance can be amended or waived only by "self-insured retention", we may do so. endorsement issued by us and made a part of this 2. If we appeal such a judgment, we will pay all policy. costs of the appeal. These payments will not E. CURRENCY reduce the applicable limits of insurance. In Payments for damages or expenses described in no event will our liability exceed the applicable Paragraph 5. of Paragraph D., DEFENSE AND limit of insurance. SUPPLEMENTARY PAYMENTS, of SECTION B. BANKRUPTCY — COVERAGES will be in the currency of the United States of America. At our sole option, we 1. Bankruptcy or insolvency of the insured or of may make these payments in a different currency. the insured's estate will not relieve us of our Any necessary currency conversion for such obligations under this insurance. payments will be calculated based on the rate of 2. In the event of bankruptcy or insolvency of exchange published in the Wall Street Journal any "underlying insurer", this insurance will immediately preceeding the date the payment is not replace such bankrupt or insolvent processed. "underlying insurer's" policy, and this F. DUTIES REGARDING AN EVENT, insurance will apply as if such "underlying OCCURRENCE, CLAIM OR SUIT insurer" had not become bankrupt or 1. You must see to it that we are notified as insolvent. soon as practicable of an "event" or C. CANCELLATION "occurrence" which may result in a claim 1. The first Named Insured shown in the under this insurance. To the extent possible, Declarations may cancel this insurance by notice should include: mailing or delivering to us advance written a. How, when and where the "event" or notice of cancellation. "occurrence"took place; 2. We may cancel this insurance by mailing or b. The names and addresses of any delivering to such first Named Insured written persons or organizations sustaining injury, notice of cancellation at least: damage or loss, and the names and addresses of any witnesses; and a. 10 days before the effective date of cancellation if we cancel for nonpayment c. The nature and location of any injury or of premium; or damage arising out of the "event" or "occurrence". b. 60 days before the effective date of 2. If a claim is made or "suit" is brought against cancellation if we cancel for any other reason. any insured which may result in a claim under this insurance, you must see to it that we 3. We will mail or deliver our notice to such first receive written notice of the claim or "suit" as Named Insured's last mailing address known soon as practicable. to us. Page 12 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number: CUP-5X642114 UMBRELLA 3. With respect to Coverage A, the insured G. DUTIES REGARDING A CRISIS MANAGEMENT must: EVENT a. Cooperate with us in the investigation, You must: settlement or defense of any claim or "suit"; 1. Notify us within 30 days of a "crisis management event" that may result in "crisis b. Comply with the terms of the "underlying management service expenses". insurance"; and c. Pursue all rights of contribution or 2. Provide written notice of the "crisis indemnity against any person or management event" as soon as practicable. organization who may be liable to the To the extent possible, notice should include: insured because of the injury, damage or a. How, when and where that "crisis loss for which insurance is provided under management event"took place; this policy or any policy of "underlying insurance". b. The names and addresses of any persons or organizations sustaining injury, 4. With respect to Coverage B, the insured damage or loss, and the named and must: addresses of any witnesses; a. Immediately send us copies of any c. The nature and location of any injury or demands, notices, summonses or legal damage arising out of that "crisis papers received in connection with the management event"; and claim or"suit"; d. The reason that "crisis management b. Authorize us to obtain necessary records event" is likely to involve damages and other information; covered by this insurance in excess of the c. Cooperate with us in the investigation, "applicable underlying limit" or "self- settlement or defense of any claim or insured retention" and involve regional or "suit"; and national media coverage. d. Assist us, upon our request, in the H. EXAMINATION OF YOUR BOOKS AND enforcement of any right against any RECORDS person or organization which may be We may examine and audit your books and liable to the insured because of injury or records as they relate to this insurance: damage to which Coverage B may apply. 1. At any time during the policy period; 5. No insured will, except at that insured's own 2. Up to three years after the end of the policy expense, voluntarily make a payment, assume any obligation, make any admission period; and or incur any expense, other than for first aid 3. Within one year after final settlement of all for "bodily injury" covered by this insurance, claims under this insurance. without our consent. I. EXTENDED REPORTING PERIOD OPTION 6. Knowledge of an "event", "occurrence", claim 1. When the "underlying insurance" applies on a or"suit" by your agent, servant or"employee" will not constitute knowledge by you, unless claims-made basis, any automatic or basic your insurance or risk manager, or anyone "extended reporting period" in such working in the capacity as your insurance or "underlying insurance" will apply to this risk manager, or anyone you designate with insurance. the responsibility of reporting an "event", 2. When the "underlying insurance" applies on a "occurrence", claim or"suit": claims-made basis and you elect to purchase a. Has received notice of such "event", an optional or supplemental "extended "occurrence", claim or "suit" from such reporting period" in such "underlying agent, servant or"employee"; or insurance," that "extended reporting period" will apply to this insurance only if: b. Otherwise has knowledge of such "event", a. A written request to purchase an "occurrence", claim or"suit". Extended Reporting Period endorsement for this insurance is made by you and received by us within 90 days after the end of the policy period; EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 13 of 22 Policy Number: CUP-5X642114 UMBRELLA b. You have paid all premiums due for this b. To sue us on this insurance unless all of policy at the time you make such request; its terms have been fully complied with. c. You promptly pay the additional premium 2. A person or organization may sue us to we charge for the Extended Reporting recover on an agreed settlement or on a final Period endorsement for this insurance judgment against an insured. We will not be when due. We will determine that liable for damages that: additional premium after we have a. Are not payable under the terms of this received your request for the Extended Reporting Period endorsement for this insurance; or insurance. That additional premium is not b. Are in excess of the applicable limit of subject to any limitation stated in the insurance. "underlying insurance" on the amount or An agreed settlement means a settlement percentage of additional premium that and release of liability signed by us, the may be charged for the "extended insured and the claimant or the claimant's reporting period" in such "underlying legal representative. insurance"; and d. That Extended Reporting Period L. MAINTENANCE OF UNDERLYING INSURANCE endorsement is issued by us and made a 1. The insurance afforded by each policy of part of this policy. "underlying insurance" will be maintained for the full policy period of this Excess Follow- 3. Any Extended Reporting Period endorsement for this insurance will not reinstate or increase Form And Umbrella Liability Insurance. This the Limits of Insurance or extend the policy provision does not apply to the reduction or exhaustion of the aggregate limit or limits of period. such "underlying insurance" solely by 4. Except with respect to any provisions to the payments as permitted in Paragraphs 4.a.(1), contrary contained in Paragraphs 1., 2. or 3. (2) and (3) of COVERAGE A — EXCESS above, all provisions of any option to FOLLOW-FORM LIABILITY of SECTION I — purchase an "extended reporting period" COVERAGES. As such policies expire, you granted to you in the "underlying insurance" will renew them at limits and with coverage at apply to this insurance. least equal to the expiring limits of insurance. J. INSPECTIONS AND SURVEYS If you fail to comply with the above requirements, Coverage A is not invalidated. 1. We have the right but are not obligated to: However, in the event of a loss, we will pay a. Make inspections and surveys at any only to the extent that we would have paid had time; you complied with the above requirements. b. Give you reports on the conditions we 2. The first Named Insured shown in the find; and Declarations must give us written notice of c. Recommend changes. any change in the "underlying insurance" as respects: 2. Any inspections, surveys, reports or recommendations relate only to insurability a. Coverage; and the premiums to be charged. We do not b. Limits of insurance; make safety inspections. We do not c. Termination of any coverage; or undertake to perform the duty of any person or organization to provide for the health or d. Exhaustion of aggregate limits. safety of workers or the public. We do not 3. If you are unable to recover from any warrant that conditions: "underlying insurer" because you fail to a. Are safe or healthful; or comply with any term or condition of the "underlying insurance", Coverage A is not b. Comply with laws, regulations, codes or invalidated. However, we will pay for any loss standards. only to the extent that we would have paid had K. LEGAL ACTION AGAINST US you complied with that term or condition in 1. No person or organization has a right under that"underlying insurance". this insurance: M. OTHER INSURANCE a. To join us as a party or otherwise bring us This insurance is excess over any valid and into a "suit" asking for damages from an collectible "other insurance" whether such "other insured; or insurance" is stated to be primary, contributing, Page 14 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number: CUP-5X642114 UMBRELLA excess, contingent or otherwise. This provision P. PROHIBITED COVERAGE — UNLICENSED does not apply to a policy bought specifically to INSURANCE apply as excess of this insurance. 1. With respect to loss sustained by any insured However, if you specifically agree in a written in a country or jurisdiction in which we are not contract or agreement that the insurance provided licensed to provide this insurance, this to any person or organization that qualifies as an insurance does not apply to the extent that insured under this insurance must apply on a insuring such loss would violate the laws or primary basis, or a primary and non-contributory regulations of such country or jurisdiction. basis, then insurance provided under Coverage A 2. We do not assume responsibility for: is subject to the following provisions: a. The payment of any fine, fee, penalty or 1. This insurance will apply before any "other other charge that may be imposed on any insurance" that is available to such additional person or organization in any country or insured which covers that person or jurisdiction because we are not licensed organization as a named insured, and we will to provide insurance in such country or not share with that"other insurance", provided jurisdiction; or that the injury or damage for which coverage is sought is caused by an "event" that takes b. The furnishing of certificates or other place or is committed subsequent to the evidence of insurance in any country or signing of that contract or agreement by you. jurisdiction in which we are not licensed to provide insurance. 2. This insurance is still excess over any valid and collectible "other insurance", whether Q. PROHIBITED COVERAGE — TRADE OR primary, excess, contingent or otherwise, ECONOMIC SANCTIONS which covers that person or organization as We will provide coverage for any loss, or an additional insured or as any other insured otherwise will provide any benefit, only to the that does not qualify as a named insured. extent that providing such coverage or benefit N. PREMIUM does not expose us or any of our affiliated or parent companies to: 1. The first Named Insured shown in the 1. Any trade or economic sanction under any law Declarations is responsible for the payment of or regulation of the United States of America; all premiums and will be the payee for any return premiums. or 2. If the premium is a flat charge, it is not subject 2. Any other applicable trade or economic sanction, prohibition or restriction. to adjustment except as provided in Paragraph 4. below. R. REPRESENTATIONS 3. If the premium is other than a flat charge, it is By accepting this insurance, you agree: an advance premium only. The earned 1. The statements in the Declarations and any premium will be computed at the end of the subsequent notice relating to "underlying policy period, or at the end of each year of the insurance" are accurate and complete; policy period if the policy period is two years 2. Those statements are based upon or longer, at the rate shown in the representations you made to us; and Declarations, subject to the Minimum Premium. 3. We have issued this insurance in reliance upon your representations. 4. Additional premium may become payable when coverage is provided for additional S. SEPARATION OF INSUREDS insureds under the provisions of SECTION II Except with respect to the Limits of Insurance, —WHO IS AN INSURED. and any rights or duties specifically assigned in O. PREMIUM AUDIT this policy to the first Named Insured shown in the Declarations, this insurance applies: The premium for this policy is the amount stated 1. As if each Named Insured were the only in Item 5. of the Declarations. The premium is a Named Insured; and flat charge unless it is specified in the Declarations as adjustable. 2. Separately to each insured against whom claim is made or"suit" is brought. EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 15 of 22 Policy Number: CUP-5X642114 UMBRELLA T. WAIVER OR TRANSFER OF RIGHTS OF provision does not affect our right to collect RECOVERY AGAINST OTHERS TO US additional premium or to exercise our rights of 1. If the insured has rights to recover all or part cancellation or nonrenewal in accordance with of any payment we have made under this applicable insurance laws or regulations. insurance, those rights are transferred to us W. WHEN LOSS IS PAYABLE and the insured must do nothing after loss to If we are liable under this insurance, we will pay impair them. At our request, the insured will for injury, damage or loss after: bring suit or transfer those rights to us and help us, and with respect to Coverage A, the 1. The insured's liability is established by: "underlying insurer", enforce them. a. A court decision; or If the insured has agreed in a contract or b. A written agreement between the agreement to waive that insured's right of recovery against any person or organization, claimant, the insured, any "underlying we waive our right of recovery against that insurer" and us; and person or organization, but only for payments 2. The amount of the "applicable underlying we make because of an "event" that takes limit" or "self-insured retention" is paid by or place or is committed subsequent to the on behalf of the insured. execution of that contract or agreement by SECTION VI—DEFINITIONS such insured. 2. Reimbursement of any amount recovered will A. With respect to all coverages of this insurance: be made in the following order: 1. "Applicable underlying limit" means the sum of: a. First, to any person or organization a. The applicable limit of insurance stated (including us or the insured)who has paid for the policies of "underlying insurance" any amount in excess of the applicable in the Schedule Of Underlying Insurance limit of insurance; subject to the provisions in Paragraphs b. Next, to us; and 4.a.(1), (2) and (3) of COVERAGE A — c. Then, to any person or organization EXCESS FOLLOW-FORM LIABILITY of (including the insured and with respect to SECTION I—COVERAGES; and Coverage A, the "underlying insurer")that b. The applicable limit of insurance of any is entitled to claim the remainder, if any. "other insurance"that applies. 3. Expenses incurred in the process of recovery The limits of insurance in any policy of will be divided among all persons or "underlying insurance"will apply even if: organizations receiving amounts recovered according to the ratio of their respective a. The "underlying insurer" claims the recoveries. insured failed to comply with any term or U. TRANSFER OF YOUR RIGHTS AND DUTIES condition of the policy; or UNDER THIS INSURANCE b. The "underlying insurer" becomes 1. Your rights and duties under this insurance bankrupt or insolvent. may not be transferred without our written 2. "Auto hazard" means all "bodily injury" and consent except in the case of death of an "property damage" to which liability insurance individual Named Insured. afforded under an auto policy of "underlying 2. If you die, your rights and duties will be insurance" would apply but for the exhaustion transferred to your legal representative but of its applicable limits of insurance. only while acting within the scope of duties as 3. "Electronic data" means information, facts or your legal representative. Until your legal programs stored as or on, created or used on, representative is appointed, anyone having or transmitted to or from computer software proper temporary custody of your property will (including systems and applications software), have your rights and duties but only with hard or floppy disks, CD-ROMs, tapes, drives, respect to that property. cells, data processing devices or any other V. UNINTENTIONAL OMISSION OR ERROR media which are used with electronically The unintentional omission of, or unintentional controlled equipment. error in, any information provided by you which we 4. "Event" means an "occurrence", offense, relied upon in issuing this policy will not prejudice accident, act, error, omission, wrongful act or your rights under this insurance. However, this loss. Page 16 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number: CUP-5X642114 UMBRELLA 5. "Extended reporting period" means any period Work that may need service, of time, starting with the end of the policy maintenance, correction, repair or period of your claims-made insurance, during replacement, but which is otherwise which claims or "suits" may be first made, complete, will be treated as brought or reported for that insurance. completed. 6. "Medical expenses" means expenses to b. Does not include "bodily injury" or which any Medical Payments section of any "property damage" arising out of: policy of Commercial General Liability "underlying insurance"applies. (1) The transportation of property, unless the injury or damage arises out of a 7. "Other insurance" means insurance, or the condition in or on a vehicle not owned funding of losses, that is provided by, through or operated or on behalf of: p by you, and that condition was created by the "loading or a. Another insurance company; unloading" of that vehicle by any insured; b. Us or any of our affiliated insurance companies; (2) The existence of tools, uninstalled c. Any risk retention group; equipment or abandoned or unused materials; or d. Any self-insurance method or program, in (3) Products or operations for which the which case the insured will be deemed to classification listed in a policy of be the provider of such insurance; or Commercial General Liability e. Any similar risk transfer or risk "underlying insurance" states that management method. products-completed operations are "Other insurance"does not include: subject to the General Aggregate Limit. a. Any"underlying insurance"; or b. Any policy of insurance specifically 9. "Suit" means a civil proceeding which alleges damages. "Suit" includes: purchased to be excess of the limits of insurance of this policy shown in the a. An arbitration proceeding in which Declarations. damages are claimed and to which the 8. "Products-completed operations hazard": insured must submit or does submit with our consent; or a. Includes all "bodily injury" and "property damage" occurring away from premises b. Any other alternative dispute resolution you own or rent and arising out of "your proceeding to which the insured submits product" or"your work"except: with our consent. (1) Products that are still in your physical 10. "Underlying insurance": possession; or a. Means the polic y y or policies of insurance (2) Work that has not yet been listed in the Schedule Of Underlying completed or abandoned. However, Insurance. "your work" will be deemed completed b. Includes any renewal or replacement of at the earliest of the following times: such policies if such renewal or (a) When all the work called for in replacement is during the policy period of your contract has been this Excess Follow-Form And Umbrella completed; Liability Insurance. (b) When all the work to be done at c. Does not include any part of the policy the job site has been completed if period of any of the policies described in your contract calls for work at Paragraphs a. or b. above that began more than one job site; or before, or that continues after, the policy (c) When that part of the work done period of this Excess Follow-Form And at a job site has been put to its Umbrella Liability Insurance. intended use by any person or 11. "Underlying insurer" means any insurer which organization other than another roves a contractorprovides policy of insurance listed in the or subcontractor working on the same project. Schedule Of Underlying Insurance. EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 17 of 22 Policy Number: CUP-5X642114 UMBRELLA B. With respect to Coverage B and, to the extent that including any attached machinery or the following terms are not defined in the equipment; or "underlying insurance", to Coverage A: b. Any other land vehicle that is subject to a 1. "Advertisement" means a notice that is compulsory or financial responsibility law broadcast or published to the general public or other motor vehicle insurance law or specific market segments about your where it is licensed or principally garaged. goods, products or services for the purpose of However, "auto" does not include "mobile attracting customers or supporters. For the equipment". purposes of this definition: 4. "Bodily injury" means: a. Notices that are published include material placed on the Internet or on a. Physical harm, including sickness or similar electronic means of disease, sustained by a person; or communication; and b. Mental anguish, injury or illness, or b. Regarding web sites, only that part of a emotional distress, resulting at any time web site that is about your goods, from such physical harm, sickness or products or services for the purposes of disease. attracting customers or supporters is 5. "Broadcasting" means transmitting any audio considered an advertisement. or visual material for any purpose: 2. "Advertising injury": a. By radio or television; or a. Means injury, other than "personal injury", b. In, by or with any other electronic means caused by one or more of the following of communication, such as the Internet, if offenses: that material is part of: (1) Oral or written publication, including (1) Radio or television publication by electronic means, of programming being transmitted; material in your "advertisement" that slanders or libels a person or (2) Other entertainment, educational, organization or disparages a person's instructional, music or news or organization's goods, products or programming being transmitted; or services, provided that the claim is (3) Advertising transmitted with any such made or the "suit" is brought by a programming. person or organization that claims to have been slandered or libeled, or 6. "Consumer financial identity information" that claims to have had its goods, means any of the following information for a products or services disparaged; person that is used or collected for the Oral or written purpose of serving as a factor in establishing (2) publication, including such person's eligibility for personal credit, publication by electronic means, of insurance or employment or for the purpose material in your"advertisement"that: of conducting a business transaction: (a) Appropriates a person's name, a. Part or all of the account number, the voice, photograph or likeness; or expiration date or the balance of any (b) Unreasonably places a person in credit, debit, bank or other financial a false light; or account; (3) Infringement of copyright, "title" or b. Information bearing on a person's credit "slogan" in your "advertisement", worthiness, credit standing or credit provided that the claim is made or the capacity; "suit" is brought by a person or c. Social security number; organization that claims ownership of such copyright, "title"or"slogan". d. Driver's license number; or b. Includes "bodily injury" caused by one or e. Birth date. more of the offenses described in 7. "Consumer financial protection law" means: Paragraph a. above. a. The Fair Credit Reporting Act (FCRA) and 3. "Auto" means: any of its amendments, including the Fair a. A land motor vehicle, trailer or semitrailer and Accurate Credit Transactions Act designed for travel on public roads, (FACTA); Page 18 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number: CUP-5X642114 UMBRELLA b. California's Song-Beverly Credit Card Act b. Vehicles maintained for use solely on or and any of its amendments; or next to premises you own or rent. c. Any other law or regulation that restricts c. Vehicles that travel on crawler treads. or prohibits the collection, dissemination, d. Vehicles, whether self-propelled or not, transmission, distribution or use of maintained primarily to provide mobility to "consumer financial identity information". permanently mounted: 8. "Employee" includes a "leased worker". (1) Power cranes, shovels, loaders, "Employee" does not include a "temporary diggers or drills; or worker". 9. "Good Samaritan services" means any (2) Road construction or resurfacing emergency medical services for which no equipment such as graders, scrapers compensation is demanded or received. or rollers. 10. "Impaired property" means tangible property, e. Vehicles not described in Paragraph a., b., other than "your product" or "your work", that c. or d. above that are not self-propelled cannot be used or is less useful because: and are maintained primarily to provide mobility to permanently attached a. It incorporates "your product" or "your equipment of the following types: work" that is known or thought to be defective, deficient, inadequate or (1) Air compressors, pumps and dangerous; or generators, including spraying, welding, building cleaning, geophysical b. You have failed to fulfill the terms of a exploration, lighting and well servicing contract or agreement; equipment; or if such property can be restored to use by the (2) Cherry pickers and similar repair, replacement, adjustment or removal of devices used to raise or lower workers. "your product" or "your work" or your fulfilling the terms of the contract or agreement. f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for 11. "Leased worker" means a person leased to purposes other than the transportation of you by a labor leasing firm under an persons or cargo. agreement between you and the labor leasing firm, to perform duties related to the conduct However, self-propelled vehicles with the of your business. "Leased worker" does not following types of permanently attached include a "temporary worker". equipment are not "mobile equipment" but will be considered "autos": 12. "Loading or unloading" means the handling of property: (1) Equipment designed primarily for: a. After it is moved from the place where it is (a) Snow removal; accepted for movement into or onto an (b) Road maintenance, but not aircraft, watercraft or"auto"; construction or resurfacing; or b. While it is in or on an aircraft, watercraft (c) Street cleaning; or"auto"; or (2) Cherry pickers and similar devices c. While it is being moved from an aircraft, mounted on automobile or truck watercraft or "auto" to the place where it chassis and used to raise or lower is finally delivered; workers; and but "loading or unloading" does not include (3) Air compressors, pumps and the movement of property by means of a generators, including spraying, mechanical device, other than a hand truck, welding, building cleaning, geophysical that is not attached to the aircraft, watercraft exploration, lighting and well servicing or"auto". equipment. 13. "Mobile equipment" means any of the following However, "mobile equipment" does not include types of land vehicles, including any attached any land vehicle that is subject to a compulsory machinery or equipment: or financial responsibility law, or other motor vehicle insurance law, where it is licensed or a. Bulldozers, farm machinery, forklifts and principally garaged. Such land vehicles are other vehicles designed for use principally considered "autos". off public roads. EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 19 of 22 Policy Number: CUP-5X642114 UMBRELLA 14. "Occurrence" means: (3) The wrongful eviction from, wrongful a. With respect to "bodily injury" or"property entry into, or invasion of the right of damage": private occupancy of a room, dwelling or premises that a person occupies, (1) An accident, including continuous or provided that the wrongful eviction, repeated exposure to substantially the wrongful entry or invasion of the right same general harmful conditions, of private occupancy is committed by which results in "bodily injury" or or on behalf of the owner, landlord or "property damage". All "bodily injury" lessor of that room, dwelling or or "property damage" caused by such premises; exposure to substantially the same general harmful conditions will be (4) Oral or written publication, including deemed to be caused by one publication by electronic means, of "occurrence"; or material that slanders or libels a person or organization or disparages (2) An act or omission committed in a person's or organization's goods, providing or failing to provide first aid products or services, provided that or "Good Samaritan services" to a the claim is made or the "suit" is person by any of your "employees" or brought by a person or organization "volunteer workers" other than an that claims to have been slandered or employed or volunteer doctor, unless libeled, or that claims to have had its you are in the business or occupation goods, products or services of providing professional health care disparaged; or services; (5) Oral or written publication, including b. With respect to "personal injury", an publication by electronic means, of offense arising out of your business that material that: results in "personal injury". All "personal injury" caused by the same or related (a) Appropriates a person's name, injurious material, act or offense will be voice, photograph or likeness; or deemed to be caused by one (b) Unreasonably places a person in "occurrence", regardless of the frequency a false light. or repetition thereof, the number and kind of media used or the number of persons b. Includes "bodily injury" caused by one or or organizations making claims or more of the offenses described in bringing "suits"; and Paragraph a.above. c. With respect to "advertising injury", an 17. "Pollutants" mean any solid, liquid, gaseous or offense committed in the course of thermal irritant or contaminant, including advertising your goods, products and smoke, vapor, soot, fumes, acids, alkalis, services that results in "advertising injury". chemicals and waste. Waste includes All "advertising injury" caused by the materials to be recycled, reconditioned or same or related injurious material, act or reclaimed. offense will be deemed to be caused by 18. "Property damage" means: one "occurrence", regardless of the frequency or repetition thereof, the a. Physical injury to tangible property, number and kind of media used or the including all resulting loss of use of that number of persons or organizations property. All such loss of use will be making claims or bringing "suits". deemed to occur at the time of the 15. "Officer" means a person holding any of the physical injury that caused it; or officer positions created by your charter, b. Loss of use of tangible property that is not constitution, bylaws or any other similar physically injured. All such loss of use will governing document. be deemed to occur at the time of the 16. "Personal in'u "occurrence"that caused it. 1 ry u For the purposes of this insurance, a. Means inj ury,ry, other than "advertising "electronic data" is not tangible property. injury", caused by one or more of the following offenses: 19. "Self-insured retention" is the greater of: (1) False arrest, detention or a. The amount shown in the Declarations imprisonment; which the insured must first pay under (2) Malicious prosecution; Coverage B for damages because of all Page 20 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16 Policy Number: CUP-5X642114 UMBRELLA "bodily injury", "property damage", b. Includes: "personal injury" or "advertising injury" (1) Warranties or representations made arising out of any one "occurrence"; or at any time with respect to the fitness, b. The applicable limit of insurance of any quality, durability, performance or use "other insurance"that applies. of"your product"; and 20. "Slogan": (2) The providing of or failure to provide warnings or instructions. a. Means a phrase that others use for the purpose of attracting attention in their c. Does not include vending machines or advertising. other property rented to or located for the use of others but not sold. b. Does not include a phrase used as, or in, the name of: 26. "Your work": (1) Any person or organization other than a. Means: you; or (1) Work or operations performed by you or on your behalf; and (2) Any business, or any of the premises, goods, products, services or work, of (2) Materials, parts or equipment any person or organization other than furnished in connection with such work or operations. you. 21. "Temporary worker" means a person who is b. Includes: furnished to you to substitute for a permanent (1) Warranties or representations made "employee" on leave or to meet seasonal or at any time with respect to the fitness, short-term workload conditions. quality, durability, performance or use 22. "Title" means the name of a literary or artistic of"your work"; and work. (2) The providing of or failure to provide warnings or instructions. 23. "Unsolicited communication" means any communication, in any form, that the recipient C. With respect to Coverage C: of such communication did not specifically 1. "Crisis management advisor" means any request to receive. public relations firm or crisis management 24. "Volunteer worker" means a person who is firm approved by us that is hired by you to not your "employee", and who donates his or perform "crisis management services" in her work and acts at the direction of and connection with a "crisis management event". within the scope of duties determined by you, 2. "Crisis management event" means an "event" and is not paid a fee, salary or other or "occurrence" that your "executive officer" compensation by you or anyone else for their reasonably determines has resulted, or may work performed by you. result, in: 25. "Your product": a. Damages covered by this Coverage A or a. Means: Coverage B that are in excess of the total applicable limits of the "underlying (1) Any goods or products, other than insurance" or"self-insured retention"; and real property, manufactured, sold, b. Significant adverse regional or national handled, distributed or disposed of by: media coverage. (a) You; 3. "Crisis management service expenses" (b) Others trading under your name; means amounts incurred by you, after a or "crisis management event" first commences and before such event ends: (c) A person or organization whose business or assets you have a. For the reasonable and necessary: acquired; and (1) Fees and expenses of a "crisis (2) Containers (other than vehicles), management advisor" in the materials, parts or equipment performance for you of "crisis furnished in connection with such management services" solely for a goods or products. "crisis management event"; and EU 00 01 07 16 ©2016 The Travelers Indemnity Company.All rights reserved. Page 21 of 22 Policy Number: CUP-5X642114 UMBRELLA (2) Costs for printing, advertising, mailing 4. "Crisis management services" means those of materials or travel by your services performed by a "crisis management directors, officers, employees or advisor" in advising you or minimizing agents or a "crisis management potential harm to you from a "crisis advisor" solely for a "crisis management event" by maintaining or management event"; and restoring public confidence in you. b. For the following expenses resulting from 5. "Executive officer" means your: such "crisis management event", provided a. Chief Executive Officer; that such expenses have been approved b. Chief Operating Officer; by us: (1) Medical expenses; c. Chief Financial Officer; (2) Funeral expenses; d. President; (3) Psychological counseling; e. General Counsel; (4) Travel expenses; f. General partner(if you are a partnership); or (5) Temporary living expenses; g. Sole proprietor (if you are a sole proprietorship); (6) Expenses to secure the scene of a or any person acting in the same capacity as "crisis management event"; or any individual listed above. (7) Any other expenses pre-approved by us. Page 22 of 22 ©2016 The Travelers Indemnity Company.All rights reserved. EU 00 01 07 16