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HomeMy WebLinkAbout25-223.00 AM Landshaper, Inc. - Landscape Maintenance ServicesContract No. 25-223 LANDSCAPE MAINTENANCE SERVICES AGREEMENT AM Landshaper, Inc. THIS CONSTRUCTION AGREEMENT (the "Agreement") is made by and between the City of Spokane Valley, a code City of the State of Washington ("City") and AM Landshaper, Inc., ("Contractor") jointly referred to as the "Parties". IN CONSIDERATION of the terms and conditions contained herein the Parties agree as follows: 1. Work to Be Performed. Contractor shall do all work and furnish all labor, supervision, tools, materials, supplies, and equipment and other items necessary for the construction and completion of the Fall 2025 Cross Course Maintenance at Flora Park (the "Work") in accordance with the Scope of Work outlined in Exhibit B and in accordance with this Agreement (which are by this reference incorporated herein and made part hereof and referred to as the "Contract Documents"), and shall perform any changes in the work in accordance with the Contract Documents. The terms and provisions in this Agreement shall control over any inconsistent or incompatible terms in any other Contract Document. Contractor shall, for the amount set forth in paragraph 4, below, assume and be responsible for the cost and expense of all work required for constructing and completing the Work and related activities to the City's satisfaction, provided for in the Contract Documents, within the time limits prescribed in the Contract Documents. The City Manager or designee shall administer and be the primary contact for Contractor. Upon notice from City, Contractor shall promptly commence work, complete the same in a timely manner, and cure any failure in performance under this Agreement. Unless otherwise directed by City, all work shall be performed in conformance with the Contract Documents, and all City, state, and federal standards, codes, ordinances, regulations, and laws as now existing or as may be adopted or amended. 2. Time for Performance. Contractor shall complete the Work within the times specified in the Contract Documents, as may be extended in accordance with this Agreement and the Contract Documents. 4. Compensation. In consideration of Contractor performing the Work, City agrees to pay Contractor in accordance with the Contract Documents the sum of $14,220.00, plus Washington State Sales Tax of $1,265.58 (if applicable), for a total of $15,485.58, for two weeks of 3x per week mowing and the application of '/4" of top -dressing sand at the prices submitted by Contractor (Exhibit B), which reflect prevailing wage for landscape maintenance, and as may be adjusted in accordance with the Contract Documents. 5. Payment. Contractor may elect to be paid in monthly installments, upon presentation of an application for payment in a form satisfactory to City. Applications for payment shall be sent to the City Finance Department at the address stated in paragraph 6. Pursuant to chapter 60.28 RCW, five percent of the compensation due Contractor shall be retained by City. City reserves the right to withhold payment under this Agreement for that portion of the work (if any) which Landscape Maintenance Agreement 25-223 Page 1 of 9 is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Contract Documents, City standards, City Code, state standards, or federal standards. 6. Notice. Notice other than applications for payment shall be given in writing as follows: TO THE CITY: Name: Marci Patterson, City Clerk Phone: (509) 720-5000 Address: 10210 East Sprague Avenue Spokane Valley, WA 99206 TO THE CONTRACTOR: Name: Justin Carr Phone: (509) 468-4335 Address: 8004 N Market Street Spokane, WA 99217 7. Annlicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, codes, and regulations. 8. Certification Re¢arding Debarment, Susaension, and Other Resaonsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Contractor certifies to the best of its knowledge and belief, that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (A)(2) of this certification; and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 9. Prevailine Waaes on Public Works. Contractor, any subcontractor, or other person doing work under this Agreement, shall comply with the requirements of chapter 39.12 RCW, and shall pay each employee an amount not less than the Prevailing Rate of Wage, as specified by the Industrial Statistician of the Washington State Department of Labor and Industries ("L&I"). If employing labor in a class not shown, Contractor shall request a determination of the correct wage rate for the class and locality from the Industrial Statistician. Contractor shall provide a copy of any such determinations to City. Before commencing, during, and upon completion of the work, Contractor shall file all forms and pay all fees required by L&I and shall indemnify and hold City harmless from any claims related to its failure to Landscape Maintenance Agreement 25-223 Page 2 of 9 comply with chapter 39.12 RCW. The following information is provided pursuant to RCW 39.12.030: A. State of Washington prevailing wage rates applicable to this public works project, published by L&I, are located at the L&I website address: https:Hlni.wa.gov/licensing_permits/public-works-projects/prevailing_wa e-rates/ B. This Project is located in Spokane County. C. The effective prevailing wage date is the same date as the bid due date as referenced in the original request for bids and as may be revised by addenda. A copy of the applicable prevailing wage rates is also available for viewing at the City Community & Public Works Department located at 10210 East Sprague Avenue, Spokane Valley, WA 99206. Upon request, City will mail a hard copy of the applicable prevailing wages for this project. 10. Relationship of the Parties. It is understood and agreed that Contractor shall be an independent contractor and not the agent or employee of City, that City is interested only in the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of Contractor. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Contractor. Contractor shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 11. Ownershiv of Documents. All drawings, plans, specifications, and other related documents prepared by Contractor under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW, or other applicable public record laws. 12. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Contractor's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine, make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 13. Warranty. Unless provided otherwise in the Contract Documents, Contractor warrants that all Work and materials performed or installed under this Agreement are free from defect or failure for a period of one year following final acceptance by City, unless a supplier or manufacturer has a warranty for a greater period, which warranty shall be assigned or transferred to City. In the event a defect or failure occurs in work or materials, Contractor shall, within the warranty period, remedy the same at no cost or expense to City. This warranty provision shall not be construed to establish a period of limitation with respect to Contractor's other obligations under this Agreement. 14. Contractor to Be Licensed and Bonded. Contractor shall be duly licensed, registered, and bonded by the State of Washington at all times this Agreement is in effect. 15. Contractor to Provide Performance and Payment Bonds. Contractor shall provide a payment bond and a performance bond in the full amount of the Agreement on the City's bond forms. Alternatively, Contractor may elect to have the City retain 10% of the Agreement amount in lieu of providing the City with a payment bond and a performance bond, pursuant to RCW 39.08.010(3). Landscape Maintenance Agreement 25-223 Page 3 of 9 16. Insurance. Contractor shall procure and maintain insurance, as required in this Section, without interruption from commencement of the Contractor's work through the term of the Contract and for 30 days after the physical completion date, unless otherwise indicated herein. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types described below: 1. Automobile liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 0001. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop gap liability, independent contractors, products -completed operations for a period of three years following substantial completion of the work for the benefit of the City, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project general aggregate limit, using ISO form CG 25 03 05 09 or an endorsement providing at least as broad coverage. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. The City shall be named as an additional insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing at least as broad coverage. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Contractor shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than $1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate, and no less than a $2,000,000 products -completed operations aggregate limit. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for automobile liability and commercial general liability insurance: 1. Contractor's insurance coverage shall be primary insurance with respect to City. Any insurance, self-insurance, or insurance pool coverage maintained by City shall be excess of Contractor's insurance and shall not contribute with it. 2. Contractor shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Contractor. 3. If Contractor maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Contractor, irrespective of whether such limits maintained by Landscape Maintenance Agreement 25-223 Page 4 of 9 Contractor are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Contractor. 4. Failure on the part of Contractor to maintain the insurance as required shall constitute a material breach of this Agreement, upon which the City may, after giving at least five business days' notice to Contractor to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Contractor from the City. D. No Limitation. The Contractor's maintenance of insurance, its scope of coverage, and limits as required herein shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. E. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than ANII. F. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Contractor shall furnish acceptable insurance certificates to City at the time Contractor returns the signed Agreement, which shall be Exhibit A. The certificate shall specify all of the parties who are additional insureds, and shall include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to City. Contractor shall be financially responsible for all pertinent deductibles, self -insured retentions, and/or self-insurance. G. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving at least five business days' notice to Contractor to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due Contractor from the City. H. Subcontractor Insurance. Contractor shall cause each and every subcontractor to provide insurance coverage that complies with all applicable requirements of Contractor -provided insurance as set forth herein, except Contractor shall have sole responsibility for determining the limits of coverage required to be obtained by subcontractors. Contractor shall ensure that the City is an additional insured on each subcontractor's Commercial General liability insurance policy using an endorsement as least as broad as ISO CG 20 10 10 01 for ongoing operations and CG 20 37 10 01 for completed operations. 17. Indemnification and Hold Harmless. Contractor shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to Landscape Maintenance Agreement 25-223 Page 5 of 9 property caused by or resulting from the concurrent negligence of the Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 18. Waiver. No officer, employee, agent, or other individual acting on behalf of either party has the power, right, or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 19. Assignment and Delegation. Neither party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other party. 20. Confidentiality. Contractor may, from time -to -time, receive information which is deemed by City to be confidential. Contractor shall not disclose such information without the prior express written consent of City or upon order of a Court of competent jurisdiction. 21. Disputes. All disputes arising under or related to this Agreement that cannot be resolved through informal discussion and negotiations shall be resolved by litigation filed in the Superior Court of the State of Washington for Spokane County, unless otherwise required by applicable federal or state law. 22. Costs and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation or arbitration (including expert witness fees). 23. Subcontractor Responsibility. As required by RCW 39.06.020, Contractor shall verify responsibility criteria for each first tier subcontractor and its subcontractors of any tier that hires other subcontractors shall verify responsibility criteria for each of its subcontractors. Verification shall include that each subcontractor, at the time of subcontract execution, meets the responsibility criteria listed in RCW 39.04.350(1) and possesses an electrical contractor license, if required by chapter 19.28 RCW, or an elevator contractor license if required by chapter 70.87 RCW. This verification requirement shall be included in every subcontract of every tier. 24. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Venue shall be in Spokane County, State of Washington. 25. Entire Agreement. This Agreement constitutes the entire and complete agreement between the parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties. 26. Anti -kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement, shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an Landscape Maintenance Agreement 25-223 Page 6 of 9 interest in this Agreement. 27. Business Registration. Prior to commencement of Work under this Agreement, Contractor shall register with the City as a business if it has not already done so. 28. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Contractor, for itself, its assignees, and successors in interest agrees as follows: A. Compliance with Regulations. Contractor shall comply with the federal laws set forth in subsection G, below ("Pertinent Non -Discrimination Authorities") relative to non-discrimination in federally -assisted programs as adopted or amended from time -to -time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. Contractor, with regard to the work performed by it during this Agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Contractor shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. C. Solicitations for Subcontracts. Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding, or negotiation made by Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race, color, or national origin. D. Information and Reports. Contractor shall provide all information and reports required by the Acts, the regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts, regulations, and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish the information, Contractor shall so certify to the City or the WSDOT, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance. In the event of a Contractor's noncompliance with the non- discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including, but not limited to: 1. Withholding payments to Contractor under the Agreement until Contractor complies; and/or 2. Cancelling, terminating, or suspending the Agreement, in whole or in part. F. Incorporation of Provisions. Contractor shall include the provisions of Section 28 of this Agreement in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto. Contractor shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if Contractor becomes involved in, or is threatened with litigation by a subcontractor or supplier Landscape Maintenance Agreement 25-223 Page 7 of 9 because of such direction, Contractor may request that the City enter into any litigation to protect the interests of the City. In addition, Contractor may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non -Discrimination Authorities: During the performance of this Agreement, the Contractor agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; and 49 Part 26; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); Federal -Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal - aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131- 12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Landscape Maintenance Agreement 25-223 Page 8 of 9 Executive Order 13166. Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100). and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. § 1681 et seq.). 29. Severability. If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. 30. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Insurance Documents B. Scope of Work & Cost Statement 3 C f+ The Parties have executed this Agreement this day of S� µ3t� , 20 — CITY OF SPOKANE VALLEY: Jon Hohman, City Manager APPROVED AS TO FORM: 60fflip of the City Attorney Contractor: Its: Authorized Representative Landscape Maintenance Agreement 25-223 Page 9 of 9 AMLANDS-01 CKARP ACORO CERTIFICATE OF LIABILITY INSURANCE DATE (30/2 Y5 12//025 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 NAMEACT James Clegg Spokane Office PHONE T FAX Marsh McLennan Agency LLC (AIC, No, Et): (509) 789-7438 (A/C, No): 501 N. Riverpoint Blvd., Ste 403 AbmDAR'Ess: James.Clegg@MarshMMA.com Spokane, WA 99202 - INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Selective Insurance Company of America 12672 INSURED INCH logo o A.M. Landshaper, Inc. C/O Mark Albin 8004 North Market Spokane, WA 99217 F: r OX/PPAr:FR rPPTIFICATF NO IMRFR• RGVICIr)N All IMRGIP. 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 LTRTYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF (MMIDDtYYYYI POLICY EXP IMM/DD1YYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE LX] OCCUR X X S2568384-00 2/24/2025 2/24/2026 EACH OCCURRENCE $ 1,000,000 PREMGEToRENTu erica $ 500,000 MED EXP (Any oneperson) $ 16,000 PERSONAL 8 ADV INJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY I XI JET LOC OTHER. GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 WA STOP GAP 11000,000 A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -AWNED AUTOS ONLY HAUTOS ONLY X X S 2568384-00 2/24/2025 2/24/2026 EO BI aED SINGLE LIMIT a accent)X $ 1,000,000 BODILY INJURY Perperson) $ BODILY INJURY Per accident $ PjiOPERTY AMAGE reraccident $_.._______________ ..............._................ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X X S 2568384-00 2/24/2025 2/24/2026 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DEDJ X RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ (Mandatoryin NHj EXCLUDED? If yes, describe DESCRIPTIunder ON OF OPERATIONS below NIA PER OTH- TATUTE R E.L. EACH ACCIDENT ,. $ E.L. DISEASE - EA EMPLOYE $____ ! E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACCORD 101, Additional Remarks Schedule, may be attached if more space is required City of Spokane Valley is included as Additional Insured, on a Primary and Non-contributory basis, with Waiver of Subrogation, per the attached policy forms. r:FRTIFIr:ATF Hrll nFR rANr:FI I CTIr1N SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valle Y P y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E Sprague Ave. Spokane Valley, WA 99206 AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ElitePacg General Liability Extension Endorsement COMMERCIAL GENERAL LIABILITY CG 73 00 10 23 SUMMARY OF COVERAGES (including index) This is a summary of the various additional coverages and coverage modifications provided by this endorsement. No coverage is provided by this summary. Refer to the actual endorsement (Pages 3-through-9) for changes affecting your insurance protection. DESCRIPTION PAGE FOUND Additional Insureds — Primary and Non -Contributory Provision Page 8 Blanket Additional Insureds —As Required By Contract Page 5 • Owners, Lessees or Contractors (includes Architects, Engineers or Surveyors) • Lessors of Leased Equipment • Managers or Lessors of Premises • Mortgagees, Assignees and Receivers • Any Other person or organization other than a joint venture • Grantors of Permits Broad Form Vendors Coverage Page 7 Damage To Premises Rented To You (Including Fire, Lightning or Explosion) Page 3 Electronic Data Liability ($100,000) Page 4 Employee Definition Amended Page 9 Employees As Insureds Modified Page 5 Employer's Liability Exclusion Amended (Not applicable in New York) Page 3 Incidental Malpractice Exclusion modified Page 8 Knowledge of Occurrence, Claim, Suit or Loss Page 8 Liberalization Clause Page 8 Mental Anguish Amendment (Not applicable to New York) Page 10 Newly Formed or Acquired Organizations Page 5 Non -Owned Aircraft Page 3 Non -Owned Watercraft (under 60 feet) Page 3 Not -for -profit Members — as additional insureds Page 5 Personal And Advertising Injury — Discrimination Amendment (Not applicable in New York) Page 9 Products Amendment (Medical Payments) Page 4 Supplementary Payments Amended — Bail Bonds ($5,000) and Loss of Earnings ($1,000) Page 4 Two or More Coverage Parts or Policies Issued By Us Page 9 Unintentional Failure to Disclose Hazards Page 8 Waiver of Transfer of Rights of Recovery (subrogation) Page 8 When Two or More Coverage Parts of this Policy Apply to a Loss Page 3 Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 73 00 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 10 THIS PAGE IS INTENTIONALLY LEFT BLANK. Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 73 00 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 10 ElitePaco General Liability Extension Endorsement COMMERCIAL GENERAL LIABILITY CG 73 00 10 23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies the insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The SECTIONS of the Commercial General Liability Coverage Form identified in this endorsement will be amended as shown below. However, if (a) two or more Coverage Parts of this policy, or (b) two or more forms or endorsements within the same Coverage Part apply to a loss, coverage provision(s) with the broadest language will apply, unless specifically stated otherwise within the particular amendment covering that loss. With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. COVERAGES — Amendments B. The following is added to Exclusion g. Aircraft, SECTION I — COVERAGE A BODILY INJURY AND Auto Or Watercraft under COVERAGE A BODILY PROPERTY DAMAGE LIABILITY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions: EXCLUSIONS Employer's Liability Amendment (This provision is not applicable in the State of New York). The following is added to Exclusion e. Employer's Liability under COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions: This exclusion also does not apply to any "temporary worker". Non -Owned Aircraft, Auto or Watercraft A. Paragraph (2) of Exclusion g. Aircraft, Auto Or Watercraft under COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions is deleted in its entirety and replaced with the following: (2) A watercraft you do not own that is: (a) Less than 26 feet long and not being used to carry persons or property for a charge; or (b) At least 26 feet, but less than 60 feet long, and not being used to carry persons or property for a charge. Any person is an insured who uses or is responsible for the use of such watercraft with your expressed or implied consent. However, if the insured has any other valid and collectible insurance for "bodily injury" or "property damage" that would be covered under this provision, or on any other basis, this coverage is then excess, and subject to Condition 4. Other Insurance, b. Excess Insurance under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS. This exclusion does not apply to (6) Any aircraft, not owned or operated by any insured, which is hired, chartered or loaned with a paid crew. However, if the insured has any other valid and collectible insurance for "bodily injury" or "property damage" that would be covered under this provision, or on any other basis, this coverage is then excess, and subject to Condition 4. Other Insurance, b. Excess Insurance under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS. Damage To Premises Rented to You A. The last paragraph of Paragraph 2. Exclusions under COVERAGE A BODILY INJURY AND PROPERTY DAMAGE is deleted in its entirety and replaced with the following: Exclusions c. through n. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with the permission of the owner. A separate limit of insurance applies to this coverage as described in SECTION III — LIMITS OF INSURANCE. Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 73 00 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 10 B. Paragraph 6. under SECTION III — LIMITS OF INSURANCE is deleted in its entirety and replaced with the following: 6. Subject to Paragraph 5. above, the most we will pay under COVERAGE A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage caused by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner, for all such damage caused by fire, lightning or explosion proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of the three, is the amount shown in the Declarations for the Damage To Premises Rented To You Limit. C. Paragraph a. of Definition 9. "Insured contract" under SECTION V — DEFINITIONS is deleted in its entirety and replaced with the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with the permission of the owner is not an "insured contract"; Electronic Data Liability A. Exclusion p. Access or Disclosure Of Confidential Or Personal Information And Data -related Liability under COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions is deleted in its entirety and replaced by the following: p. Access or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data" that does not result from physical injury to tangible property. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. B. The following paragraph is added to SECTION III — LIMITS OF INSURANCE: Subject to 5. above, the most we will pay under COVERAGE A for "property damage" because of all loss of "electronic data" arising out of any one "occurrence" is a sub -limit of $100,000. SECTION I — COVERAGE C MEDICAL PAYMENTS EXCLUSIONS Any Insured Amendment Exclusion a. Any Insured under COVERAGE C MEDICAL PAYMENTS, 2. Exclusions is deleted in its entirety and replaced with the following: a. Any Insured To any insured. This exclusion does not apply to: (1) "Not -for -profit members"; (2) "Golfing facility" members who are not paid a fee, salary, or other compensation; or (3) "Volunteer workers". This exclusion exception does not apply if COVERAGE C MEDICAL PAYMENTS is excluded by another endorsement to this Coverage Part. Product Amendment Exclusion f. Products -Completed Operations Hazard under COVERAGE C MEDICAL PAYMENTS, 2. Exclusions is deleted in its entirety and replaced with the following: f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". This exclusion does not apply to "your products" sold for use or consumption on your premises, while such products are still on your premises. This exclusion exception, does not apply if COVERAGE C MEDICAL PAYMENTS is excluded by another endorsement to this Coverage Part. SECTION I — SUPPLEMENTARY PAYMENTS — COVERAGES A AND B Expenses For Bail Bonds And Loss Of Earnings A. Subparagraph 1.b. under SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is deleted in its entirety and replaced with the following: b. Up to $5,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 73 00 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 10 B. Subparagraph 1.d. under SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is deleted in its entirety and replaced with the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $1,000 a day because of time off from work. SECTION II — WHO IS AN INSURED — Amendments Not -for -Profit Organization Members The following paragraph is added to SECTION II — WHO IS AN INSURED: If you are an organization other than a partnership, joint venture, or a limited liability company, and you are a not - for -profit organization, the following are included as additional insureds: 1. Your officials; 2. Your trustees; 3. Your members; 4. Your board members; 5. Your commission members; 6. Your agency members; 7. Your insurance managers; 8. Your elective or appointed officers; and 9. Your "not -for -profit members". However only with respect to their liability for your activities or activities they perform on your behalf. Employees As Insureds Modified A. Subparagraph 2.a.(1)(a) under SECTION II — WHO IS AN INSURED does not apply to "bodily injury" to a "temporary worker" caused by a co -"employee" who is not a "temporary worker". B. Subparagraph 2.a.(2) under SECTION II — WHO IS AN INSURED does not apply to "property damage" to the property of a "temporary worker" or "volunteer worker" caused by a co -"employee" who is not a "temporary worker" or "volunteer worker". C. Subparagraph 2.a.(1)(d) under SECTION II — WHO IS AN INSURED does not apply to "bodily injury" caused by cardio-pulmonary resuscitation or first aid services administered by a co -"employee". With respect to this provision only, Subparagraph (1) of Exclusion 2. e. Employer's Liability under SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY does not apply. Newly Formed Or Acquired Organizations A. Subparagraph 3.a. under SECTION II — WHO IS AN INSURED is deleted in its entirety and replaced with the following: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. However, COVERAGE A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization. B. The following paragraph is added to SECTION II —WHO IS AN INSURED, Paragraph 3: If you are engaged in the business of construction of dwellings three stories or less in height, or other buildings three stories or less in height and less than 25,000 square feet in area, you will also be an insured with respect to "your work" only, for the period of time described above, for your liability arising out of the conduct of any partnership or joint venture of which you are or were a member, even if that partnership or joint venture is not shown as a Named Insured. However, this provision only applies if you maintain or maintained an interest of at least fifty percent in that partnership or joint venture for the period of that partnership or joint venture. This provision does not apply to any partnership or joint venture that has been dissolved or otherwise ceased to function for more than thirty-six months. With respect to the insurance provided by this provision, Newly Formed or Acquired Organizations, the following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY, Paragraph 4. Other Insurance, Subparagraph b. Excess Insurance: The insurance provided by this provision, Newly Formed or Acquired Organizations, is excess over any other insurance available to the insured, whether primary, excess, contingent or on any other basis. (All other provisions of this section remain unchanged) Blanket Additional Insureds — As Required By Contract A. Subject to the Primary and Non -Contributory provision set forth in this endorsement, SECTION II — WHO IS AN INSURED is amended to include as an additional insured: 1. Owners, Lessees or Contractors/Architects, Engineers and Surveyors a. Any person or organization for whom you are performing operations when you and such person or organization have agreed in a written contract, written agreement or written permit that such person or organization be added as an additional insured on your commercial general liability policy; and Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 73 00 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 10 b. Any other person or organization, including any architects, engineers or surveyors not engaged by you, whom you are required to add as an additional insured under your policy in the contract or agreement in Paragraph a. above: Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts of omissions of those acting on your behalf; in the performance of your ongoing operations performed for the additional insured in Paragraph a., above. However, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services by or for you, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and (2) Supervisory, inspection, architectural or engineering activities. Professional services do not include services within construction means, methods, techniques, sequences and procedures employed by you in connection with your operations in your capacity as a construction contractor. A person or organization's status as an additional insured under this endorsement ends when your operations for the person or organization described in Paragraph a. above are completed. 2. Other Additional Insureds Any of the following persons or organizations with whom you have agreed in a written contract, written agreement or written permit that such persons or organizations be added as an additional insured on your commercial general liability policy: a. Lessors of Leased Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. b. Managers or Lessors of Premises Any person or organization from whom you lease premises, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by you or those acting on your behalf in connection with the ownership, maintenance or use of that part of the premises leased to you. This insurance does not apply to any "occurrence" which takes place after you cease to be a tenant of that premises. c. Mortgagees, Assignees or Receivers Any person or organization with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of your premises. This insurance does not apply to any "occurrence" which takes place after the mortgage is satisfied, or the assignment or receivership ends. d. Any Person or Organization Other Than A Joint Venture Any person or organization (other than a joint venture of which you are a member), but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts of omissions of those acting on your behalf in the performance of your ongoing operations or in connection with property owned by you. e. State or Governmental Agency or Political Subdivision — Permits or Authorizations Any state or governmental agency or subdivision or political subdivision, but only with respect to: (1) Operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization; or Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 73 00 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 10 (2) The following hazards for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization in connection with premises you own, rent or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; (b) The construction, erection or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance. This insurance does not apply to i. "Bodily injury" or "property damage" arising out of operations performed for the federal government, state or municipality; or ii. "Bodily injury" or "property damage" included within the "products -completed operations hazard". With respect to Paragraphs 2.b. through 2.d., this insurance does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. B. The insurance coverage afforded to the additional insureds in this coverage extension: 1. Does not apply unless the written contract or written agreement has been signed by the Named Insured or written permit issued prior to the "bodily injury" or "property damage" or "personal and advertising injury"; 2. Only applies to the extent permitted by law; and 3. Will not be broader than that which you are required by the written contract, written agreement, or written permit to provide to such additional insured. Broad Form Vendors Coverage Subject to the Primary and Non -Contributory provision set forth in this endorsement, SECTION II — WHO IS AN INSURED is amended to include as an additional insured any person or organization (referred to below as vendor) for whom you have agreed in a written contract or written agreement to provide coverage as an additional insured under your policy. Such person or organization is an additional insured only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business. However, the insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement; however this exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you, c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; or f. Products which, after distribution or sale by you, have been labeled or re -labeled or used as a container, part of ingredient of any other thing or substance by or for the vendor; however this insurance does not apply to any insured person or organization, from who you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. The provisions of this coverage extension do not apply unless the written contract or written agreement has been signed by the Named Insured prior to the "bodily injury" or "property damage". Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 73 00 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 10 Incidental Malpractice Subparagraph 2.a.(1)(d) under SECTION II — WHO IS AN INSURED is deleted in its entirety and replaced with the following: (d) Arising out of his or her providing or failing to provide professional health care services. This does not apply to nurses, emergency medical technicians or paramedics if you are not in the business or occupation of providing any such professional services. This also does not apply to "bodily injury" caused by cardio-pulmonary resuscitation or first aid services administered by a co -"employee". This provision does not apply if you are a Social Service or Senior Living risk. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS — Amendments Knowledge Of Occurrence, Claim, Suit Or Loss The following is added to Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The requirements under this paragraph do not apply until after the "occurrence" or offense is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. An "executive officer" or insurance manager, if you are a corporation; 4. Your members, managers or insurance manager, if you are a limited liability company; or 5. Your elected or appointed officials, officers, members, trustees, board members, commission members, agency members, or your administrator or your insurance manager if you are an organization other than a partnership, joint venture, or limited liability company. Primary and Non -Contributory Provision The following is added to Paragraph 4. Other Insurance, b. Excess Insurance under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is primary to and we will not seek contribution from any other insurance available to an additional insured under this policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in a written contract, written agreement or written permit that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Unintentional Failure To Disclose Hazards The following is added to Paragraph 6. Representations under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: However, if you should unintentionally fail to disclose any existing hazards in your representations to us at the inception date of the policy, or during the policy period in connection with any additional hazards, we shall not deny coverage under this Coverage Part based upon such failure to disclose hazards. Waiver Of Transfer Of Rights Of Recovery The following is added to Paragraph 8. Transfer of Rights Of Recovery Against Others To Us under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: We will waive any right of recovery against a person or organization because of payments we make under this Commercial General Liability Coverage Part. This waiver applies only if the insured has agreed in a written contract or written agreement to: 1. Waive any right of recovery against that person or organization; or Assume the liability of that person or organization pursuant to a written contract or written agreement that qualifies as an "insured contract'; and 3. Include such person or organization as an additional insured on your policy. Such waiver by us applies only to that person or organization identified above, and only to the extent that the insured has waived its right of recovery against such person or organization prior to loss. Liberalization The following condition is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If we revise this Coverage Part to provide more coverage without additional premium charge, subject to our filed company rules, your policy will automatically provide the additional coverage as of the day the revision is effective in your state. Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 73 00 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 10 Two or More Coverage Parts or Policies Issued By Us (This provision is not Applicable in the state of New York or Wisconsin). The following condition is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: It is our intention that the various coverage parts or policies issued to you by us, or any company affiliated with us, do not provide any duplication or overlap of coverage. We have exercised diligence to draft our coverage parts and policies to reflect this intention. However, if the facts and circumstances that will respond to any claim or "suit" give rise to actual or claimed duplication or overlap of coverage between the various coverage parts or policies issued to you by us or any company affiliated with us, the limit of insurance under all such coverage parts or policies combined shall not exceed the highest applicable limit under this coverage, or any one of the other coverage forms or policies. This condition does not apply to any Excess or Umbrella policy issued by us specifically to apply as excess insurance over this coverage part or policy to which this coverage part is attached. SECTION V — DEFINITIONS Discrimination (This provision does not apply in New York). A. The following is added to Definition 14. "Personal and advertising injury": "Personal and advertising injury" also means "discrimination" that results in injury to the feelings or reputation of a natural person, however only if such "discrimination" or humiliation is: 1. Not done by or at the direction of: a. The insured; or b. Anyone considered an insured under SECTION II — WHO IS AN INSURED; 2. Not done intentionally to cause harm to another person. 3. Not directly or indirectly related to the employment, prospective employment or termination of employment of any person or persons by any insured. 4. Not arising out of any "advertisement" by the insured. B. The following definition is added to SECTION V DEFINITIONS: "Discrimination" means: a. Any act or conduct that would be considered discrimination under any applicable federal, state, or local statute, ordinance or law, b. Any act or conduct that results in disparate treatment of, or has disparate impact on, a person, because of that person's race, religion, gender, sexual orientation, age, disability or physical impairment; or c. Any act or conduct characterized or interpreted as discrimination by a person based on that person's race, religion, gender, sexual orientation, age, disability or physical impairment. It does not include acts or conduct characterized or interpreted as sexual intimidation or sexual harassment, or intimidation or harassment based on a person's gender. Electronic Data The following definition is added to SECTION V — DEFINITIONS: "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cell, data processing devices or any other media which are used with electronically controlled equipment. For the purpose of the Electronic Data Liability coverage provided by this endorsement, Definition 17. "Property damage" is deleted in its entirety and replaced by the following: 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of, loss of use of, damage to, corruption of, inability to access, or inability to properly manipulate "electronic data", resulting from physical injury to tangible property. All such loss of "electronic data" shall be deemed to occur at the time of the "occurrence" that caused it. For the purpose of the Electronic Data Liability coverage provided by this endorsement, "electronic data" is not tangible property. Employee Amendment Definition 5. "Employee" under SECTION V — DEFINITIONS is deleted in its entirety and replaced by the following: 5. "Employee" includes a "leased worker", or a "temporary worker". If you are a School, "Employee" also includes a student teacher. Golfing Facility The following definition is added to SECTION V — DEFINITIONS: "Golfing facility" means a golf course, golf club, driving range, or miniature golf course. Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 73 00 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 10 Mental Anguish Amendment (This provision does not apply in New York). Definition 3. "Bodily injury" under SECTION V — DEFINITIONS is deleted in its entirety and replaced with the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. This includes mental anguish resulting from any bodily injury, sickness or disease sustained by a person. (In New York, mental anguish has been determined to be "bodily injury"). Not -for -profit Member The following definition is added to SECTION V — DEFINITIONS: "Not -for -profit member" means a person who is a member of a not -for -profit organization, including clubs and churches, who receives no financial or other compensation. Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 73 00 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 10 of 10 Contracting, Installation, Service and Repair General Liability Extended ElitePacP Endorsement COMMERCIAL GENERAL LIABILITY CG 79 88 10 23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. BLANKET ADDITIONAL INSUREDS 1. Ongoing Operations SECTION II — WHO IS AN INSURED is amended to include as an additional insured: a. Any person or organization for whom you are performing operations when you and such person or organization have agreed in a written contract, written agreement or written permit that such person or organization be added as an additional insured on your commercial general liability policy; and b. Any other person or organization, including any architects, engineers or surveyors not engaged by you, whom you are required to add as an additional insured under your policy in the contract or agreement in Paragraph 1. above; If the written contract, written agreement, or written permit does not require that the additional insured be added with respect to liability arising out of your ongoing operations, or requires coverage for the additional insured to be included by the use of ISO's Additional Insured — Owners, Lessees or Contractors — Scheduled Person Or Organization endorsement CG 20 10 07-04 (or subsequent) edition or its equivalent, then such person or organization is an additional insured only with respect to "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your ongoing operations performed under that contract, agreement, or permit. 2. Completed Operations SECTION II — WHO IS AN INSURED is amended to include as an additional insured: If the written contract, written agreement, or a. Any person or organization for whom you written permit requires the additional insured be are performing or have performed added with respect to liability arising out of your operations when you and such person or ongoing operations, or requires coverage for the organization have agreed in a written additional insured to be included by the use of contract, written agreement or written permit ISO's Additional Insured — Owners, Lessees or that such person or organization be added Contractors — Scheduled Person Or as an additional insured on your commercial Organization endorsement CG 20 10 10-01 general liability policy; and edition or its equivalent, such person or b. Any other person or organization, including organization is an additional insured only with any architects, engineers or surveyors not respect to liability arising out of your ongoing engaged by you, whom you are required to operations performed under that contract, add as an additional insured under your agreement, or permit. policy in the contract or agreement in Paragraph 1. above; Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 79 88 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 If the written contract, written agreement, or written permit requires the additional insured be added with respect to liability arising out of "your work" performed under that contract, agreement, or permit and included in the "products - completed operations hazard", or requires coverage for the additional insured to be included by the use of ISO's Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 10-01 edition or its equivalent, such person or organization is an additional insured only with respect to their liability arising out of "your work" performed under that contract, agreement, or permit and included in the "products -completed operations hazard". If the written contract, written agreement, or written permit does not require that the additional insured be added with respect to liability arising out of "your work" performed under that contract, agreement, or permit and included in the "products -completed operations hazard", or requires coverage for the additional insured to be included by the use of ISO's Additional Insured — Owners, Lessees or Contractors — Completed Operations endorsement CG 20 37 07-04 (or subsequent) edition or its equivalent, then such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by "your work" performed under that contract, agreement, or permit and included in the "products -completed operations hazard". The insurance afforded to the additional insureds in Paragraphs 1. and 2. above: a. Does not apply unless the written contract or written agreement has been signed by the Named Insured or written permit issued prior to the "bodily injury", "property damage" or "personal and advertising injury"; b. Only applies to the extent permitted by law; and c. Will not be broader than that which you are required by the written contract, written agreement, or written permit to provide to such additional insured. This insurance does not apply to "bodily injury", "property damage", or "personal and advertising injury" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. b. With respect to the insurance afforded to these additional insureds under a. Ongoing Operations and b. Completed Operations, the following is added to 2. Exclusions under SECTION I — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: This insurance does not apply to: "Bodily injury", "property damage", or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 5. Conditions With respect to the insurance afforded to these additional insureds under a. Ongoing Operations and b. Completed Operations the following is added to Paragraph 4. Other Insurance, a. Primary Insurance under SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS: 4. Exclusions This insurance is primary to and will not seek a. With respect to the insurance afforded to contribution from any other insurance available additional insureds under a. Ongoing to an additional insured under this policy Operations the following is added to 2. provided that: Exclusions under SECTION I — COVERAGE A — BODILY INJURY AND a. The additional insured is a Named Insured PROPERTY DAMAGE LIABILITY: under such other insurance; and Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 79 88 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 b. You have agreed in a written contract, written agreement or written permit that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. B. PROPERTY DAMAGE CARE, CUSTODY OR CONTROL 1. The following is added to Exclusion j. under SECTION I — COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Paragraphs (4) and (5) of this exclusion do not apply for the limited purpose of providing the coverage and sub -limits of liability as set forth below. We will pay those sums that the insured becomes legally obligated to pay as damages because of "property damage" to: Personal property, including keys, in the care, custody or control of an insured; and b. That particular part of real property on which you or any contractors cr subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those; operations. The most we will pay under a. and b. above in any one "occurrence" or for all damages during any one policy period is a sub -limit of $100,000. These limits are included in and not in addition to the Limits of Insurance shown in the Declarations of the Commercial General Liability Policy. Our right and duty to defend the insured against any "suit" for damages under a. and b. above ends when we have used up the applicable sub - limit of liability in the payment of judgments or settlements under it. 2. With respect this provision only, the following is added to Definition 17. under SECTION V — DEFINITIONS: "Property damage" also includes adjustment of locks to fit new keys or the cost of new locks, including their installation, when replacing keys covered in Paragraph 1.(a) above provided that such "property damage" is not a result of any dishonest act on the part of any insured, or the insured's employees or agents, whether acting alone or in collusion. C. OTHER INSURANCE AMENDMENT — SUPPLEMENTAL COVERAGE FOR INSURED'S INVOLVEMENT IN A CONTROLLED (WRAP-UP) INSURANCE PROGRAM 1. The following is added to SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other Insurance b. Excess Insurance (1)(a): (v) That is covered by a "controlled (wrap-up) insurance program" in which you are enrolled for your ongoing operations or operations included within the "products - completed operations hazard", unless such "controlled (wrap-up) insurance program" is specifically excluded from coverage on this policy. 2. The following is added to SECTION V — DEFINITIONS: "Controlled (wrap-up) insurance program" means a centralized insurance program under which one party has secured either insurance or self-insurance covering some or all of the contractors or subcontractors performing work on one or more specific project(s). D. FELLOW EMPLOYEE EXTENSION Under SECTION II — WHO IS AN INSURED Paragraphs 2.a. and 2.a. (1) are replaced by the following: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture, or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for "bodily injury" or "personal and advertising injury" arising out of his or her providing or failing to provide professional health care services. With respect to this provision only, Subparagraph (1) of Exclusion 2. e. Employer's Liability under SECTION I — COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY does not apply. Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 79 88 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 E. CONTRACTUAL LIABILITY (RAILROADS) Definition 9. under SECTION V — DEFINITIONS is amended as follows: 1. Paragraph c. is deleted in its entirety and replaced by the following: c. Any easement or license agreement; 2. Paragraph f.(1) is deleted in its entirety. F. CONTRACTUAL LIABILITY AMENDMENT — (PERSONAL AND ADVERTISING INJURY) If it is required in a written contract, written agreement or written permit with thE� insured that any contractual liability exclusion for personal injury be removed from the policy, then Exclusion e. Contractual Liability under COVERAGE B PERSONAL AND ADVERTISING INJURY, 2. Exclusions is deleted in its entirety and replaced by the following: e. Contractual Liability "Personal and advertising Injury" for which the insured has assumed liability in a contract or agreement arising out of an "advertisement". This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement'. G. WAIVER OF GOVERNMENTAL IMMUNITY We will waive, both in the adjustment of claims and in the defense of "suits" against the insured, any governmental immunity of the insured, unless the insured requests in writing that we not do so. Waiver of immunity as a defense will not subject us to liability for any portion of a claim or judgment in excess of the applicable limit of insurance. H. DAMAGE TO PREMISES RENTED TO YOU The Limit of Insurance for Damage To Premises Rented To You is increased to $1,000,000. Copyright, 2023 Selective Insurance Company of America. All rights reserved. CG 79 88 10 23 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4 DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): ALL CONSTRUCTION PROJECTS OF YOURS AND LOCATIONS AT WHICH YOU ARE PERFORMING SERVICE WORK FOR WHICH COVERAGE IS PROVIDED UNDER THIS POLICY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section — Coverage C, which can be attributed only to ongoing operations at a single designated construc- tion project shown in the Schedule above: 1. A separate Designated Construction Project B. General Aggregate Limit applies to each des- ignated construction project, and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. 2. The Designated Construction Project General Aggregate Limit is the most we will pay for the sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard", and for medical expenses under Coverage C regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". Any payments made under Coverage A for dam- ages or under Coverage C for medical expenses shall reduce the Designated Construction Project General Aggregate Limit for that designated construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construction Project General Aggre- gate Limit for any other designated construction project shown in the Schedule above. Copyright, Insurance Services Office, Inc., 2008 4. The limits shown in the Declarations for Each Occurrence, Damage To Premises Rented To You and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project General Aggregate Limit. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under Section I — Coverage A, and for all medical expenses caused by accidents under Section — Coverage C, which cannot be attributed only to ongoing operations at a single designated construc- tion project shown in the Schedule above: 1. Any payments made under Coverage A for dam- ages or under Coverage C for medical expenses shall reduce the amount available under the General Aggregate Limit or the Products -com- pleted Operations Aggregate Limit, whichever is applicable; and 2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit. C. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard" will reduce the Products -completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit. CG 25 03 05 09 Page 1 of 2 D. If the applicable designated construction project has been abandoned, delayed, or abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project. E. The provisions of SECTION III — Limits Of Insur- ance not otherwise modified by this endorsement shall continue to apply as stipulated. Copyright, Insurance Services Office, Inc., 2008 CG 25 03 05 09 Page 2 of 2 ElitePaco Commercial Automobile Extension COMMERCIAL AUTO CA 78 09 04 24 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Business Auto Coverage Form apply unless modified by the endorsement. AMENDMENT TO SECTION I - COVERED AUTOS COVERAGES AND SECTION II - COVERED AUTOS LIABILITY COVERAGE If this policy provides Auto Liability coverage for Owned Autos, the following extension is applicable: EMPLOYEE OWNED AUTOS - BUSINESS USE Solely for purposes of the coverage extended by this endorsement: A. The following is added to SECTION I, A. Description of Covered Auto Designation Symbols: Coverage symbols 1, 2, 3, 4, 5, 6 and 7 are amended to include the following: Any "auto" owned by an "employee" specifically described on the Declarations page or on file with us when issued on a non -specified "auto" basis is considered an "auto" you own and not a covered "auto" you hire, borrow or lease; and B. The following is added to SECTION II, A.1. Who Is An Insured: An "employee" who is the owner of a specifically described "auto" on the Declarations page or on file with us when issued on a non -specified "auto" basis is an "insured". If the "employee" owned "auto" is used: 1. Without your permission; 2. Outside the scope of any policies and procedures your business has for acceptable vehicle usage; 3. For any purpose other than the conduct of your business; or 4. By anyone other than the "employee" who owns the "auto", except another "employee", the limits of liability available to the "employee" or anyone other than a named "insured" under all coverages shall be limited to the higher of: 1. $250,000; or 2. The compulsory or financial responsibility law limits where the "auto" is licensed and principally garaged. AMENDMENTS TO SECTION II - LIABILITY COVERAGE A. If this policy provides Auto Liability coverage for Owned Autos, the following extensions are applicable accordingly: NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following is added to SECTION II, A.1. - Who Is An Insured: Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no similar insurance available to that organization. However: 1. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, 2. Coverage does not apply to "bodily injury" or "property damage" resulting from an "accident' that occurred before you acquired or formed the organization. No person or organization is an "insured" with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. Copyright, 2023 Selective Insurance Company of America. All rights reserved. CA 78 09 04 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 7 EXPENSES FOR BAIL BONDS AND LOSS OF EARNINGS Paragraphs (2) and (4) of SECTION II, A.2.a. - Supplementary Payments are deleted in their entirety and replaced with the following: (2) Up to the Limit of Insurance shown on the ElitePac Schedule for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" covered under this policy. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request. This includes actual loss of earnings because of time off from work, which we will pay up to the Limit of Insurance shown on the ElitePac Schedule. EMPLOYEE INDEMNIFICATION AND EMPLOYER'S LIABILITY AMENDMENT The following is added to SECTION II, B.4. - Exclusions: This exclusion does not apply to a "volunteer worker" who is not entitled to workers compensation, disability or unemployment compensation benefits. FELLOW EMPLOYEE COVERAGE The Fellow Employee Exclusion, SECTION II, B.5. - is deleted in its entirety. CARE, CUSTODY OR CONTROL AMENDMENT The following is added to SECTION II, B.6. - Exclusions: This exclusion does not apply to property owned by anyone other than an "insured", subject to the following: 1. The most we will pay under this exception for any one "accident" is the Limit of Insurance stated in the ElitePac Schedule; and 2. A per "accident" deductible as stated in the ElitePac Schedule applies to this exception. This coverage extension does not apply to Emergency Services Organizations and Governmental Entities. B. If this policy provides Auto Liability coverage for Owned Autos, Non -Owned Autos or Hired Autos, the following extensions are applicable accordingly: LIMITED LIABILITY COMPANIES The following is added to SECTION II, A.1. - Who Is An Insured: If you are a limited liability company, your members and managers are "insureds" while using a covered "auto" you don't own, hire or borrow during the course of their duties for you. BLANKET ADDITIONAL INSUREDS - As Required By Contract The following is added to SECTION II, A.1. - Who Is An Insured: Any person or organization whom you have agreed in a written contract, written agreement or written permit that such person or organization be added as an additional "insured" on the Business Auto Coverage Part on your policy is an additional "insured", but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by your ownership, maintenance or use of a covered "auto". This coverage shall be primary and non-contributory with respect to the additional "insured". This provision only applies if: 1. It is required in the written contract, written agreement or written permit identified in this section; 2. It is permitted by law; and 3. The written contract or written agreement has been executed (executed means signed by a named insured) or written permit issued prior to the "bodily injury" or "property damage". C. If this policy provides Auto Liability coverage for Non -Owned Autos, the following extension is applicable accordingly: EMPLOYEES AS INSUREDS If this policy provides Auto Liability coverage for Non -Owned Autos, the following is added to SECTION II, A.1. - Who Is An Insured: Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name with your permission, while performing duties related to the conduct of your business. AMENDMENTS TO SECTION III - PHYSICAL DAMAGE COVERAGE For those covered "autos" for which Comprehensive, Specified Causes of Loss or Collision coverage shown in the Declaration, the following extensions of coverage are applicable: Copyright, 2023 Selective Insurance Company of America. All rights reserved. CA 78 09 04 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 7 TOWING AND LABOR SECTION III, A.2. - Towing is deleted in its entirety and replaced with the following: We will pay all reasonable towing and labor costs up to the applicable Limit of Insurance shown on the ElitePac Schedule per tow each time a covered "Private Passenger Auto", "Social Service Van or Bus", "Light Truck" or any commercial "auto" with a gross vehicle weight rating or gross combination weight greater than 10,000 pounds is disabled. For labor charges to be eligible for reimbursement the labor must be performed at the place of disablement. Coverage for towing and labor costs afforded by any other endorsement added to the commercial auto policy shall apply in excess of the coverage afforded by this ElitePac. This coverage extension does not apply to Emergency Services Organizations and Governmental Entities. GLASS BREAKAGE DEDUCTIBLE The following is added to SECTION III, A.3. - Glass Breakage - Hitting A Bird Or Animal - Falling Objects or Missiles: If damaged glass is repaired rather than replaced, no deductible will apply for such repair. This extension does not apply to Emergency Services Organizations and Governmental Entities, ADDITIONAL TRANSPORTATION EXPENSES SECTION III, A.4.a. - Transportation Expenses is deleted in its entirety and replaced with the following: We will pay up to the Limit of Insurance shown on the ElitePac Schedule for temporary transportation expenses that you incur because of any "loss" to a covered "auto", but only if the covered "auto" carries the coverages and meets the requirements described in Paragraphs 1. or 2. below: 1. We will pay temporary transportation expenses for total theft of a covered "auto". We will only pay for such expenses incurred during the period beginning 24 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". 2. For "loss" other than total theft of a covered "auto" under Comprehensive or Specified Causes of Loss Coverage, or for any "loss" under Collision Coverage to a covered "auto", we will only pay for those temporary transportation expenses incurred during a period of time reasonably required to repair or replace the covered "auto", even if that time period extends beyond the policy expiration date. Paragraph 2. of this extension does not apply while there are spare or reserve "autos" available to you for your operations. The 24 hour waiting period found on any other form endorsed onto the Auto Coverage part does not apply for any covered Rental Reimbursement "loss". This coverage extension does not apply to Emergency Services Organizations and Governmental Entities. HIRED AUTO PHYSICAL DAMAGE COVERAGE If Comprehensive, Specified Causes of Loss or Collision coverage applies to a covered "auto", the following is added to SECTION III, A.4. - Coverage Extensions: Physical Damage coverage is hereby extended to apply to Physical Damage "loss" to "autos" leased, hired, rented or borrowed without a driver. We will provide coverage equal to the broadest coverage available to any covered "auto" shown on the Declarations; however, the most we will pay for "loss" to each "auto" under this coverage extension is the lesser of: The Limit of Insurance stated in the ElitePac Schedule; or 2. The actual cash value of the damaged or stolen property as of the time of the "loss"; or 3. The actual cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. A part is of like kind and quality when it is of equal or better condition than the pre - accident part. We will use the original equipment from the manufacturer when: (a) The operational safety of the vehicle might otherwise be impaired; (b) Reasonable and diligent efforts to locate the appropriate rebuilt, aftermarket or used part have been unsuccessful; or (c) A new original equipment part of like kind and quality is available and will result in the lowest overall repair cost. For each leased, hired, rented or borrowed covered "auto" our obligation to pay each applicable "loss" will be reduced by the hired "auto" deductible on this policy. If there is no hired "auto" coverage symbol 8 for physical damage coverage on the policy, our obligation to pay for each "loss" will be reduced by the deductible equal to the highest deductible applicable to any owned "auto" for that coverage. No deductible will be applied to any "loss" caused by fire or lightning. Copyright, 2023 Selective Insurance Company of America. All rights reserved. CA 78 09 04 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 7 SECTION IV, B.S. Other Insurance Condition, Paragraph 5.b. is deleted in its entirety and replaced by the following: For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos"' you own: 1. Any covered "auto" you lease, hire, rent, or borrow; and 2. Any covered "auto" hired or rented by your "employee" under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". This coverage extension does not apply to Emergency Services Organizations and Governmental Entities. HIRED AUTO LOSS OF USE COVERAGE If Comprehensive, Specified Causes of Loss or Collision coverage applies to a covered "auto", the following is added to SECTION III, A.4. - Coverage Extensions: We will pay expenses for which you are legally responsible to pay for loss of use of a leased, hired, rented or borrowed "auto" if it results from an "accident". The per day limit in the Business Auto Coverage form does not apply and the most we will pay per "accident" is the Limit of Insurance shown on the ElitePac Schedule. Loss of Use Expense limits afforded by any endorsement added to the commercial auto policy shall apply in excess of the coverage afforded by this ElitePac form. This coverage extension does not apply to Emergency Services Organizations, Governmental Entities, and Schools. AUTO LOAN/LEASE GAP COVERAGE (Not Applicable in New York) If Comprehensive, Specified Causes of Loss or Collision coverage applies to a covered "auto", the following is added to SECTION III, AA. - Coverage Extensions: In the event of a total "loss" to a covered "auto" we will pay any unpaid amount due on the lease or loan for a covered "auto", less: 1. The amount paid under the Physical Damage Coverage Section of the policy; and 2. Any: a. Overdue or any deferred lease/loan payments at the time of "loss"; b. Financial penalties imposed under a lease for excessive use, abnormal wear and tear, high mileage or similar charges; c. Security deposits not refunded by the lessor or financial institution; d. Costs for extended warranties, credit life, health, accident, or disability insurance purchased with the loan or lease; and e. Carry-over balances from previous leases or loans. You are responsible for the deductible applicable to the "loss" for the covered "auto". The insurance provided by this coverage provision is excess over any other collectible insurance including but not limited to any coverage provided by or purchased from the lessor or any financial institution. PERSONAL EFFECTS The following is added to SECTION III, A.4. - Coverage Extensions: If this policy provides Comprehensive Coverage for a covered "auto" you own and that covered "auto" is stolen, we will pay up to the Limit of Insurance shown on the ElitePac Schedule, without application of a deductible, for lost personal effects that were in the covered "auto" at the time of theft. Personal effects do not include jewelry, tools, money, or securities. This coverage is excess over any other collectible insurance. AIRBAG COVERAGE The following is added to SECTION III, 13.3.a. - Exclusions: Mechanical breakdown does not include the accidental discharge of an airbag. This coverage extension does not apply to Emergency Services Organizations and Governmental Entities. EXPANDED AUDIO, VISUAL, AND DATA ELECTRONIC EQUIPMENT COVERAGE SECTION III, B.4. - Exclusions This exclusion does not apply to the following: 1. Global positioning systems; 2. "Telematic devices", or 3. Electronic equipment that reproduces, receives or transmits visual or data signals and accessories used with such equipment, provided such equipment is: a. Permanently installed in or upon the covered "auto" at the time of the "loss"; Copyright, 2023 Selective Insurance Company of America. All rights reserved. CA 78 09 04 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 7 b. Removable from a housing unit that is permanently installed in the covered "auto" at the time of the "loss"; c. Designed to be solely operated by use of power from the "auto's" electrical system; or d. Designed to be used solely in or upon the covered "auto". For each covered "loss" to such equipment, a deductible of $50 shall apply, unless the deductible otherwise applicable to such equipment is less than $50, at which point the lower deductible, if any, will apply. COMPREHENSIVE DEDUCTIBLE - LOCATION TRACKING DEVICE The following is added to SECTION III, D. - Deductible: Any Comprehensive Coverage Deductible shown in the Declarations will be reduced by 50% for any "loss" caused by theft if the covered "auto" is equipped with a location tracking device and that device was the sole method used to recover the "auto". PHYSICAL DAMAGE LIMIT OF INSURANCE SECTION III, C. - Limit Of Insurance is deleted in its entirety and replaced with the following: The most we will pay for a "loss" in any one "accident" is the lesser of: 1. The actual cash value of the damaged or stolen property as of the time of the "loss"; or 2. The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. This coverage extension does not apply to Emergency Services Organizations and Governmental Entities. GREEN AUTOMOBILE REPLACEMENT COVERAGE In the event of a total "loss" to an owned "auto" that is a "gasoline powered auto" for which Comprehensive, Specified Causes of Loss, or Collision coverage applies, Physical Damage coverage will be amended as follows: If the owned "gasoline powered auto" is replaced by you with a "green auto", we will pay an additional 10% of the "gasoline powered auto's" actual cash value up to a maximum of $3,000, provided the "auto" is replaced and a copy of a bill of sale or new lease agreement is received by us within 60 calendar days of the date of the "loss". Regardless of the number of "autos" deemed a total loss, the most we will pay under this coverage extension for any one "loss" is $10,000. AMENDMENTS TO SECTION IV - BUSINESS AUTO CONDITIONS DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The following is added to SECTION IV, A.2.a. - Duties In The Event Of Accident, Claim, Suit Or Loss: The notice requirements for reporting "accident" claim, "suit" or "loss" information to us, including provisions related to the subsequent investigation of such "accident", claim, "suit" or "loss" do not apply until the "accident", claim, "suit" or "loss" is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. An executive officer or insurance manager, if you are a corporation; 4. Your members, managers or insurance manager, if you are a limited liability company; 5. Your elected or appointed officials, trustees, board members or your insurance manager, if you are an organization other than a partnership, joint venture or limited liability company. However, this section does not amend the provisions relating to notification of police or protection or examination of the property that was subject to the "loss". WAIVER OF SUBROGATION SECTION IV, A.5. - Transfer Of Rights Of Recovery Against Others To Us is deleted in its entirety and replaced with the following: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury" or "property damage" resulting from the ownership, maintenance or use of a covered "auto" but only when you have assumed liability for such "bodily injury" or "property damage" in an "insured contract". In all other circumstances, if a person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another, those rights are transferred to us. MULTIPLE DEDUCTIBLES The following is added to SECTION IV, A. - Loss Conditions: If a "loss" from one event involves two or more covered "autos" and coverage under Comprehensive or Specified Causes of Loss applies, only the highest applicable deductible will be applied. Copyright, 2023 Selective Insurance Company of America. All rights reserved. CA 78 09 04 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 7 CONCEALMENT, MISREPRESENTATION OR FRAUD The following is added to SECTION IV, B.2. - Concealment, Misrepresentation Or Fraud: If you should unintentionally fail to disclose any existing hazards in your representations to us prior to the inception date of the policy or during the policy period in connection with any newly discovered hazards, we will not deny coverage under this Coverage Form based upon such failure. POLICY PERIOD, COVERAGE TERRITORY SECTION IV, B.7. - Policy Period, Coverage Territory is deleted in its entirety and replaced with the following: Under this Coverage Form, we cover "accidents" and "losses" occurring: a. During the policy period shown in the Declarations; and b. Within the "Coverage Territory". We also cover "loss" to or "accidents" involving a covered "auto" while being transported between any of these places. TWO OR MORE COVERAGE FORMS OR POLICIES ISSUED BY US - DEDUCTIBLES The following is added to SECTION IV, B.B. - Two Or More Coverage Forms Or Policies Issued By Us: If a "loss" covered under this Coverage Form also involves a "loss" to other property resulting from the same "accident" that is covered under this policy or another policy issued by us or any member company of ours, only the highest applicable deductible will be applied. AMENDMENTS TO SECTION V - DEFINITIONS BODILY INJURY INCLUDING MENTAL ANGUISH (Not Applicable in New York) The definition of bodily injury is deleted in its entirety and replaced by the following: "Bodily injury" means bodily injury, sickness, or disease sustained by a person, including death resulting from any of these. "Bodily injury" includes mental anguish resulting from bodily injury, sickness or disease sustained by a person. ADDITIONS TO SECTION V - DEFINITIONS COVERAGE TERRITORY "Coverage Territory" means: 1. The United States of America (including its territories and possessions), Canada and Puerto Rico; and 2. Anywhere in the world, except for any country or jurisdiction that is subject to trade or other economic sanction or embargo by the United States of America, if a covered "auto" is leased, hired, rented, or borrowed without a driver for a period of 30 days or less, and the insured's responsibility to pay "damages" is determined in a "suit" on the merits in and under the substantive law of the United States of America (including its territories and possessions), Puerto Rico, or Canada, or in a settlement we agree to. If we are prevented by law, or otherwise, from defending the "insured" in a "suit" brought in a location described in Paragraph 2. above, the insured will conduct a defense of that "suit". We will reimburse the "insured" for the reasonable and necessary expenses incurred for the defense of any such "suit" seeking damages to which this insurance applies, and that we would have paid had we been able to exercise our right and duty to defend. GASOLINE POWERED AUTO An "auto" that is designed to be solely powered by petroleum -based fuel. GREEN AUTO An "auto" that is designed to be powered by both petroleum -based fuel and electric power; or solely by electricity or any other renewable energy source. LIGHT TRUCK "Light Truck" means a truck with a gross vehicle weight rating of 10,000 pounds or less. PRIVATE PASSENGER AUTO "Private Passenger Auto" means a four-wheel "auto" of the private passenger or station wagon type. A pickup, panel truck or van not used for business is included within the definition of a "private passenger auto". Copyright, 2023 Selective Insurance Company of America. All rights reserved. CA 78 09 04 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 7 SOCIAL SERVICE VAN OR BUS "Social Service Van or Bus" means a van or bus used by a government entity, civic, charitable or social service organization to provide transportation to clients incidental to the social services sponsored by the organization, including special trips and outings. TELEMATIC DEVICE "Telematic Device" includes devices designed for the collection and dissemination of data for the purpose of monitoring vehicle and/or driver performance. This includes Global Positioning System technology, wireless safety communications and automatic driving assistance systems, all integrated with computers and mobile communications technology in automotive navigation systems. VOLUNTEER WORKER "Volunteer worker" means a person who is not your "employee" and who donates their work and acts at the direction of you and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. Copyright, 2023 Selective Insurance Company of America. All rights reserved. CA 78 09 04 24 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 7 COMMERCIAL UMBRELLA LIABILITY COVERAGE COMMERCIAL UMBRELLA LIABILITY CXL 4 04 03 Various provisions in this Coverage Part restrict coverage. Read the entire Coverage Part carefully to determine rights, duties and what is and is not covered. Throughout this Coverage Part 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 Coverage Part. 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 V — DEFINITIONS. In return for the payment of the premium, and subject to all terms and conditions of this Coverage Part, we agree with you to provide the insurance as stated in this Coverage Part. SECTION I — COVERAGES A. Insuring Agreement We will pay on behalf of the insured the "ultimate net loss" in excess of the "retained limit" that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages when the "underlying insurance" does not provide coverage or the limits of "underlying insurance" have been exhausted. When we have no duty to defend, we will have the right to defend, or to participate in the defense of, the insured against any other "suit" seeking damages to which this insurance may apply. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. At our discretion, we may investigate any "occurrence" or offense that may involve this insurance and settle any resultant claim or "suit", for which we have the duty to defend. But: The amount we will pay for the "ultimate net loss" is limited as described in Section III — Limits of Insurance; and Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgements or settlements. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Section I — Coverages, C. Supplementary Payments. 2. This insurance applies to "bodily injury", or "property damage" only if: INSURED'S COPY The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; b. The "bodily injury" or "property damage" occurs during the policy period; and Prior to the policy period, no insured listed under Paragraph A. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. CXL 4 04 03 Page 1 of 17 3. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph A. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. 4. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph A. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: a. Reports all, or any part of the "bodily injury" or "property damage" to us or any other insurer; b. Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or c. Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. 5. Damages because of that "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". 6. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. B. Exclusions This insurance does not apply to: 1. Aircraft or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, operation, use, including "loading or unloading" or entrustment to others of watercraft over 50 feet in length or any aircraft. a. Owned by any insured. b. Chartered without crew by or on behalf of any insured; or c. Owned and operated by any employee of an insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; or (2) Liability assumed under any contract or agreement. 2. Contractual Liability Any obligation or liability assumed by the insured under any contract or agreement. This exclusion does not apply to the extent that coverage is provided for the insured by "underlying insurance". 3. Damage to Impaired Property or Property not Physically Injured "Property damage" to "impaired property" or property that has not been physically destroyed or injured, arising out of; a. A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or b. A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. 4. Damage to Property INSURED'S COPY "Property damage" to: a. Property (1) You own including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; or (2) Owned or transported by the insured and arising out of the ownership, maintenance or use of a "covered auto". CXL 4 04 03 Page 2of17 b. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; c. That particular part of real property on which you or any other contractors or subcontractors, working directly or indirectly on your behalf, are performing operations, if the "property damage" arises out of those operations; or d. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs c. and d. of this exclusion do not apply to the extent that coverage is provided for the insured by "underlying insurance". 5. Damage to Your Product "Property damage" to "your product" arising out of it or any part of it. 6. Damage to Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. 7. Expected or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. 8. Employer's Liability "Bodily injury" to: a. An employee of the insured arising out of and in the course of employment by the insured; or b. The spouse, child, parent, brother or sister of that employee as a consequence of a. above. This exclusion applies whether the insured may be liable as an employer or in any other capacity, and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to the extent that coverage is provided for the insured by "underlying insurance". 9. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: a. A person arising out of any: (1) Refusal to employ that person; (2) Termination of that person's employment; or (3) Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or b. The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to that person at whom any of the employment -related practices described in Paragraphs (1), (2) or (3) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity, and to any obligation to share damages with or repay someone else who must pay damages because of the injury. 10. E.R.I.S.A. INSURED'S COPY Any obligation of the insured under the Employers' Retirement Income Security Act and any amendments thereto or any similar federal, state or local statute. CXL 4 04 03 Page 3 of 17 11. Auto Coverages Any loss, cost or expense payable under or resulting from any first party "bodily injury" or "property damage" coverage, automobile no-fault law, uninsured motorists or underinsured motorists law or any similar law. 12. Workers Compensation and Similar Laws Any obligation of the insured under a workers compensation, unemployment compensation or disability benefits law, or under any similar law. 13. Liquor Liability "Bodily injury", "property damage" or "personal and advertising injury" for which the insured may be held liable by reason of: a. Causing or contributing to the intoxication of any person, b. The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or c. Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion does not apply to the extent that coverage is provided for the insured by "underlying insurance". Coverage provided will follow the provisions, exclusions and limitations of the "underlying insurance" unless otherwise directed by this insurance. 14. Personal and Advertising Injury a. Knowing Violation Of Rights Of Another "Personal and advertising injury" caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising Injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity. INSURED'S COPY c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. All "personal and advertising injury" arising out of publication of the same or similar material subsequent to the beginning of the policy period is also excluded. d. Willful Violation Of Penal Statute Or Ordinance "Personal and advertising injury" arising out of the willful violation of a penal statute or ordinance committed by or with the knowledge or consent of the insured. e. Breach Of Contract "Personal and advertising injury" arising out of breach of contract, except an implied contract to use another's advertising idea in your "advertisement". f. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". g. Quality Or Performance Of Goods — Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in you "advertisement". h. Infringement Of Copyright, Patent, Trademark Or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. However, this exclusion does not apply to infringement in your "advertisement" of copyright, trade dress or slogan. CXL 4 04 03 Page 4 of 17 i. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web -sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 13.a., b. and c. of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself considered the business of advertising, broadcasting, publishing or telecasting. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or over which the insured exercises control. k. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. 15. Pollution Any damages arising out of the "pollution hazard". But, this exclusion does not apply with respect to "pollution hazard" coverage provided in any "Underlying Insurance", except: a. Any "underlying insurance" "pollution hazard" coverage provided with "sub -limits"; or b. Any coverage provided in "underlying insurance" claims -made coverage for the "Pollution Hazard". This exclusion applies whether or not the "Pollutant" has any function in your business, operations, premises, site or location. 16. Professional Services INSURED'S COPY "Bodily injury", "property damage" or "personal and advertising injury" due to rendering or failure to render any professional service. This includes but is not limited to: a. Legal, accounting or advertising services; b. Preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; c. Supervisory, inspection or engineering services; d. Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; e. Any health or therapeutic treatment, advice or instruction; f. Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; g. Optometry or optical or hearing aid services including the prescribing, preparation, fitting demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; h. Body piercing services; i. Professional health care services as a pharmacist; j. Law enforcement or firefighting services; and k. Handling, embalming, disposal, burial, cremation or disinterment of dead bodies. This exclusion does not apply to the extent that coverage is provided for the insured by "underlying insurance". CXL 4 04 03 Page 5 of 17 17. Racing or Stunting Activities "Bodily injury" or "property damage" arising out of the ownership or any insured's use of "mobile equipment" or "autos" in, or while in practice for, or while being prepared for, any prearranged professional or organized racing, speed, demolition or stunting activity or contest. 18. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: a. "Your product"; b. "Your work"; or c. "Impaired property"; If such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. 19. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: a. War, including undeclared or civil war; or b. Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c. Insurrection, rebellion, revolution usurped power, or action taken by governmental authority in hindering or defending against any of these. C. Supplementary Payments 1. When the duty to defend exists under this coverage part, we will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur; b. The cost of: (1) Bail bonds up to $3,000; or (2) The cost of appeal bonds to release attachments, but only for bond amounts with the applicable limit of insurance. We do not have to furnish these bonds; C. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claims or "Suit", including actual loss of earnings up to $250 a day because of time off from work; d. All costs taxed against the insured in the "Suit"; e. Prejudgement interest awarded against the insured on that part of the judgement we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgement interest based on the period of time after the offer; f. All interest on the full amount of any judgement that accrues after entry of the judgement and before we have: (1) Paid, or offered to pay; or (2) Deposited in court; The part of the judgement that is within the applicable limit of insurance. These payments will not reduce the Limits of Insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: INSURED'S COPY a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement to which "underlying insurance" applies; b. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same contract or agreement to which "underlying insurance" applies; c. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; CXL 4 04 03 Page 6 of 17 d. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree we can assign the same counsel to defend the insured and the indemnitee: and e. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provide us with written authorization to: (a) Obtain records and other information related to the "suit", and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorney's fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorney's fees and necessary litigation expenses as Supplementary Payments ends when we have used up the applicable limit of insurance in the payment of judgements, or settlements, or the conditions set forth above, or the terms of the agreement described in Paragraph e. above, are no longer met. 3. If we are prevented by law or otherwise from carrying out the provisions of Section C. Supplementary Payments, we will pay any expense incurred with our written consent. SECTION 11 — WHO IS AN INSURED A. Except for liability arising out of the ownership, maintenance, or use of "covered autos": 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: INSURED'S COPY a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: CXL 4 04 03 Page 7 of 17 (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; or (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in (1)(a) or (b) above. (2) "Property damage" to property: (a) Owned, occupied, or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by You, any of your "employees", "volunteer workers", or any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. 3. With Respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 4. Any other person or organization insured under any policy of "underlying insurance". The coverage afforded such insureds under this policy will be not broader than the "underlying insurance" except for this policy's Limits of Insurance. 5. Any additional insured under any policy of "underlying insurance" will automatically be insured under this insurance If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance required by the contract, less any amounts payable by any "underlying insurance", subject to Section III — Limits of Insurance. Additional insured coverage provided by this insurance will not be broader than coverage provided by "underlying insurance". 6. Any person using an aircraft you charter with pilot or air crew, and any person legally responsible for the use of the aircraft provided its actual use is with your permission; except no coverage is afforded: a. The owner, pilot or air crew of the aircraft or any other person operating it; or CXL 4 04 03 Page 8 of 17 INSURED'S COPY b. Any manufacturer of aircraft, aircraft engines or aviation accessories, or any aviation sales, service or repair organization or airport or hangar operator or any of their "Employees". 7. Any organization you newly acquire or form other than a partnership, joint venture, or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 90th day after you acquire or form the organization or the end of the policy period set forth in the Declarations, whichever is earlier; and b. Coverage is applicable only in excess of the limits of "underlying insurance", and you must add the organization to your "underlying insurance" as soon as practicable, advising us of the addition. We may then adjust the premium charges. c. Coverage does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and d. Coverage does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. B. Only with respect to liability arising out of the ownership, maintenance, or use of "covered autos": 1. You are an insured. 2. Anyone else while using with your permission a "covered auto" you own, hire or borrow is also an insured except: a. The owner or anyone else from whom you hire or borrow a "covered auto". This exception does not apply if the "covered auto" is a trailer or semi -trailer connected to a 'covered auto" you own. b. Your "employee" if the "covered auto" is owned by that "employee" or a member of his or her household. c. Someone using a "covered auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. d. Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from a covered auto. e. A partner (if you are a partnership), or a member (if you are a limited liability company) for a "covered auto" owned by him or her or a member of his or her household. 3. Anyone liable for the conduct of an insured described above is also an insured, but only to the extent of that liability. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture, or limited liability company that is not shown as a Named Insured in the Declarations. No person is an insured as respects "Bodily Injury" to a fellow "employee" unless such insurance is provided the insured by "underlying insurance". SECTION III — LIMITS OF INSURANCE A. The Limits of Insurance shown in the Declarations and the provisions below fix the most we will pay regardless of the number of: 1. Insureds; 2. Claims made or "suits" brought or number of vehicles involved; or 3. Persons or organizations making claims or bringing "suits". B. Subject to D. below, The Occurrence Limit is the most we will pay for the "ultimate net loss" because of "bodily injury" and "property damage" arising out of any one 'occurrence". C. Subject to D. below, the Occurrence Limit is the most we will pay for the "ultimate net loss" because of all "personal and advertising injury" sustained by any one person or organization. CXL 4 04 03 Page 9 of 17 INSURED'S COPY D. The Aggregate Limit is the most we will pay for all "ultimate net loss" because of "bodily injury", "property damage" and "personal and advertising injury" regardless of the number of covered "occurrences" during each annual period of this policy, except: 1. The aggregate limit shall apply separately to and in excess of each aggregate limit of the "underlying policy". 2. The aggregate limit does not apply to "auto" liability arising out of the ownership, maintenance, use or entrustment of any "covered auto". Use includes operation, "loading or unloading". E. The Aggregate limit as described in D. above, applies separately to each consecutive annual period and to any remaining period of less than 12 months. The policy period begins with the effective date shown on the Declarations. If the policy period is extended after issuance for an additional period of less than 12 months, the additional period will be part of the last preceding period. F. If the applicable limit of insurance of the "underlying policy" is less than stated in the Declarations because the aggregate limit of insurance of the "underlying policy" has been reduced or exhausted, we will, subject to the Limits of Insurance and all other provisions of this policy: 1. Pay in excess of the reduced underlying limit of insurance; or 2. Continue in force as "underlying insurance" until this policy expires or until our aggregate limit is exhausted; provided such reduction or exhaustion is solely the result of damages paid because of an "occurrence" during this policy period. G. If the applicable limit of insurance of an "underlying policy" is a "sub -limit", this insurance will not apply, whether or not such "sub -limit" has been reduced by any payments under the "underlying policy". H. If the applicable limit of insurance of the "underlying policy" is more than that stated in the Declarations this insurance becomes excess of such higher limits of insurance. SECTION IV — CONDITIONS A. Appeals If the insured or the insured's "underlying insurer" elects not to appeal a judgment in excess of the underlying or "retained limit", we may elect to make such appeal at our cost and expense. We shall be liable, in addition to the applicable limit of insurance, for any taxable costs, payments and incidental interest. In no event shall our liability for "ultimate net loss" exceed the amount applicable to any one "occurrence" including all expenses of the appeal. B. Bankruptcy Your bankruptcy, insolvency or receivership, or, that of your estate, will not relieve us of our obligations under this Coverage Part. In the event of bankruptcy, insolvency or receivership of any "underlying insurer", this policy will not apply as a replacement of the bankrupt or insolvent insurer. Our Limits of Insurance will only apply in excess of the minimum required limits of "Underlying Insurance" stated in this Coverage Part. C. Duties In The Event Of Occurrence, Claim Or Suit 1. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: a. How, when and where the "occurrence" or offense took place; b. The names and addresses of any injured persons and witnesses; and c. The nature and location of any injury or damage arising out of the "occurrence" or offense. 2. If a claim is made or "suit" is brought against any insured, you must: INSURED'S COPY a. Immediately record the specifics of the claim or "suit" and the date received; and b. Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. CXL 4 04 03 Page 10 of 17 3. You and any other involved insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; b. Authorize us to obtain records and other information; c. Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and d. Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage tc which this insurance may also apply. 4. No insureds will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense other than for first aid, without our consent. D. Expanded Coverage Territory If a claim or "suit" is brought in a part of the "coverage territory" that is outside the United States of America (including its territories and possessions), Puerto Rico, or Canada, and we are prevented by law, or otherwise, from defending the insured, the insured will initiate a defense of the claim or "suit". We will reimburse the insured, under Supplementary Payments, for any approved expenses incurred for the defense of such "suit" or claim seeking damages to which this insurance applies, that we would have been paid had we been able to exercise our right and duty to defend. If the insured becomes legally obligated to pay sums because of damages to which this insurance applies in a part of the "coverage territory" that is outside the United States of America (including its territories and possessions), Puerto Rico or Canada, and we are prevented by law, or otherwise, from paying such claims on the insured's behalf, we will reimburse the insured for such sums. All payments or reimbursements we make for damages because of judgements or settlements will be made in U.S. currency at the prevailing exchange rate at the time the insured became legally obligated to pay such sums. All payments or reimbursements we make for expenses under Supplementary Payments will be made in U.S. currency at the prevailing exchange rate at the time the expenses were incurred. 3. Any disputes between you and us as to whether there is coverage under this policy must be filed in the courts of the United States of America (including its territories and possessions), Canada or Puerto Rico. 4. The insured must fully maintain any coverage required by law, regulation or other governmental authority during the policy period, except for reduction of the aggregate limits due to payments of claims, judgements or settlements. Failure to maintain such coverage required by law, regulation or other governmental authority will not invalidate this insurance. However, this insurance will apply as if the required coverage by law, regulation or other governmental authority was in full effect. E. Legal Action Against Us No person or organization has a right under this Coverage Part: 1. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or 2. To sue us under this Coverage Part unless all of its terms have been fully complied with. INSURED'S COPY A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. CXL 4 04 03 Page 11 of 17 F. Loss Payable Liability under this Coverage Part shall not apply unless and until the insured or insured's "underlying insurer" has become obligated to pay the "retained limit". Such obligation by the insured to pay part of the "ultimate net loss" shall have been previously determined by a final settlement or judgement after an actual trial or written agreement between the insured. claimant and us. G. Maintenance Of Underlying Insurance Each policy of "underlying insurance" must remain in force for the full term of this policy except: 1. For changes agreed to by us in writing; 2. For any reduction of the aggregate limits of such "underlying insurance" because of payment of claims, settlements or judgements arising out of occurrences during the policy period. If you do not maintain "Underlying Insurance", we will pay only those damages or injuries that would have been paid had "Underlying Insurance" been maintained. H. Other Insurance 1. This insurance is excess over, and shall not contribute with any other insurance, whether primary, excess, contingent or on any other basis. This condition will not apply to insurance specifically written as excess over this Coverage Part. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has the duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. 2. When this insurance is excess over other insurance, we will pay only our share of the "ultimate net loss" that exceeds the sum of: a. The total amount that all such other insurance would pay for the loss in the absence of this insurance; and b. The total of all deductible and self -insured amounts under all that other insurance. I. Premium Audit 1. We will compute all premiums for this Coverage Part in accordance with our rules and rates. 2. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. 3. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. J. Premiums The First Named Insured shown in the Declarations will be: 1. Responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we pay. The premium is fully earned if the Limits of Insurance are used up prior to the end of the policy period. K. Representations or Fraud By accepting this policy, you agree that: 1. The statements in the application and Declarations, and any subsequent notice relating to "underlying insurance", are accurate and complete; 2. Those statements are based upon representations you made to us; and 3. We have issued this policy in reliance upon your representations. 4. This policy is void in any case of fraud by you as it relates to this policy or any claim under this policy. CXL 4 04 03 Page 12 of 17 INSURED'S COPY L. Separation of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies as if each Named Insured were the only Named Insured, and separately to each insured against whom claim is made or "suit" is brought. M. Transfer of Rights of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request the insured will bring "suit" or transfer those rights to us and help us enforce them. Any recovery will be applied in the following order: 1. To any person or insurer who may have paid for liability in excess of our limit of liability; 2. To us up to the amount we paid under this policy; and, then 3. To any person or insurer to the extent that the person or insurer is entitled to claim the remaining amount, if any. Reasonable expenses incurred in the exercise of rights of recovery will be shared among all interests on a pro rata basis according to their respective losses. N. Underlying Insurance The limits of "underlying insurance" shall apply, no matter what defense the "underlying insurer" may use because of the insured's failure to comply with any condition of the "underlying insurance" following an "occurrence". You must inform us promptly of any changes in "underlying insurance". We may make adjustments to our premium charges for this policy from the date of the changes to the "underlying insurance". We must also be notified within 30 days if any coverage is canceled or aggregate limit exhausted. O. When We Do Not Renew If we decide not to renew this Coverage, we will mail or deliver to the first Named Insured shown in the Declarations, written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web -sites, only that part of a web -site that is about your goods, products or services for the purpose or attracting customers or supporters is considered an advertisement. 2. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads including any attached machinery or equipment. But "auto" does not include "mobile equipment". 3. "Bodily injury" means bodily injury, sickness, disease or disability sustained by a person, including death from any of these at any time including mental anguish or mental injury sustained by a person who has suffered a covered "bodily injury" as defined in this paragraph. 4. "Coverage territory" means anywhere in the world with the exception of any country or jurisdiction which is subject to trade or other economic sanction or embargo by the United States of America. 5. "Covered auto" means only those "autos" to which "underlying insurance" applies. 6. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". CXL 4 04 03 Page 13 of 17 INSURED'S COPY 7. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 8. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work"; or your fulfilling the terms of the contract or agreement. 9. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 10. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an "auto", aircraft or watercraft; b. While it is in or on an "auto", aircraft or watercraft; c. While it is being moved from an "auto" aircraft or watercraft to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the "auto", aircraft or watercraft. 11. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. INSURED'S COPY However, self-propelled vehicles with the following types of permanently attached equipment are not "Mobile Equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. CXL 4 04 03 Page 14 of 17 12. "Occurrence" means: a. An accident, including continuous or repeated exposure to substantially the same general harmful conditions that result in "bodily injury" or "property damage". All damages arising from continuous or repeated exposure to substantially the same general conditions shall be deemed one "Occurrence". b. An offense that results in "personal and advertising injury". This does not include an offense committed with actual malice. All damages that arise from the same general conditions shall be deemed to arise from one "Occurrence". All damages involving the same injurious act, regardless of the frequency, repetition or the number or kind of media used, or the number of claimants shall be deemed to arise from one "occurrence". 13. "Personal and advertising injury" means injury, including consequential "bodily injury" arising out of one more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. Wrongful eviction from, wrongful entry into or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies; committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication in any manner of material that violates a person's right of privacy; or e. Oral or written publication in any manner of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or service. f. The use of another's advertising idea in your "advertisement"; or g. Infringing upon another's copyright, trade dress or slogan in your "advertisement". h. Discrimination because of race, religion, age, sex or physical disability. This does not apply: (1) To offenses committed by or at the direction of the insured; or (2) If insurance for such offenses is prohibited by law; committed during the policy period. 14. "Pollutants" mean any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 15. "Pollution hazard" means an actual exposure or threat of exposure to the corrosive, toxic or other harmful properties of any "pollutants" arising out of the discharge, dispersal, seepage, migration, release or escape of such "pollutants". "Pollution hazard" includes losses, costs or expenses arising out of any obligation, order, direction or request of or upon any insured or others, including but not limited to any governmental obligation, order, direction or request to test for, monitor, clean up, remove, contain, treat, detoxify, neutralize, in any way respond to, or assess the effects of "pollutants". 16. "Products -completed operations hazard" a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. b. "Your work" will be deemed completed at the earliest of the following times: INSURED'S COPY (1) When all the work called for in your contract has been completed; (2) When all of the work to be done at the site has been completed if your contract calls for work at more than one site; (3) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise completed, will be treated as completed. CXL 4 04 03 Page 15 of 17 c. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of it; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; (3) Products or operations for which "underlying insurance" classifications or manual rules include products or completed operations coverage. 17. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, (including systems and applications software), hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 18. "Retained limit" means the greater of: a. The total of the limits as shown in the Declarations for the coverage(s) in question, and the limits of any other insurance not shown in the declarations that is valid and collectible; or b. The limit shown in the Declarations as the "self -retained limit". However, "retained limit" does not mean any "sub -limit". 19. "Self -retained limit" means the dollar amount shown in the Declarations to be paid by an insured if no "underlying insurance" or any other insurance applies to an "occurrence" covered under this policy. The "self -retained limit" does not apply to "occurrences" or offenses which would have been covered by "underlying insurance" but for the exhaustion of applicable limits. These provisions do not apply to any "sub -limit" which has been reduced or exhausted. 20. "Sub -limit" means a limit of insurance of the "underlying policy" which: a. As originally granted at the effective date of the "underlying policy", or b. At its original addition by endorsement to that "underlying policy" is an amount less than that stated in the Declarations of this policy. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent or the "underlying insurer's" consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Ultimate net loss" means the total of the following sums for each "occurrence" to which this policy applies: a. All sums for which the insured becomes legally obligated to pay as damages, either by reason of adjudication or settlement or any arbitration or other alternate dispute method entered into with our consent or the "underlying insurer's" consent.. This includes deduction for recoveries and salvages paid or to be paid. CXL 4 04 03 Page 16 of 17 INSURED'S COPY b. All expenses, other than defense settlement expenses provided in Section I — Coverages, C. Supplementary Payments incurred by or on behalf of the insured in the investigation, negotiation, settlement and defense of any "suit" seeking damages under this policy. However, the salaries of the insured's regular employees are excluded. 24. "Underlying insurance" means any policies of insurance listed in the Declarations under the section titled Schedule of Underlying Insurance and Limits. 25. "Underlying insurer" means any insurer who provides any policy of insurance listed in the schedule of "underlying insurance". 26. "Underlying policy" means a policy providing "Underlying insurance" or any other applicable insurance. 27. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 28. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. 29. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: INSURED'S COPY (1) Warranties or representation made at any time with respect to the fitness, quality, durability, performance, or use of your work; and (2) The providing of or failure to provide warnings or instructions. CXL 4 04 03 Page 17 of 17 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - BLANKET BASIS (WAIVER OF SUBROGATION) COMMERCIAL UMBRELLA LIABILITY CXL 456 06 22 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY COVERAGE PART A. The following is added to Paragraph M. Transfer Of Rights Of Recovery Against Others To Us under SECTION IV — CONDITIONS: We will waive any right of recovery against a person or organization because of payments we make under this Commercial Umbrella Liability Coverage Part. This waiver applies only if the insured has agreed in a written contract or written agreement to: 1. Either: a. Waive any right of recovery against that person or organization; or b. Assume the liability of that person or organ- ization pursuant to a written contract or written agreement that qualifies as an "insured contract"; 2. And: a. Include such person or organization as an additional insured on your Commercial Umbrella Liability Coverage Part; and b. The "underlying insurance" contains a sub- stantially similar waiver of recovery rights. Such waiver by us applies only to the person or organization identified above and only to the extent that the insured has waived its right of recovery against such person or organization prior to loss. B. The following Definition is added to SECTION V — DEFINITIONS: "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organ- ization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demolition oper- ations on or within 50 feet of a railroad; An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indem- nification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for 'bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any rail- road property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or sur- veyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engi- neer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervi- sory, inspection, architectural or engineering activities. Copyright, 2021 Selective Insurance Company of America. All rights reserved. CXL 456 06 22 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 OTHER INSURANCE CONDITION FOR ADDITIONAL INSUREDS - NON-CONTRIBUTORY - BLANKET BASIS COMMERCIAL UMBRELLA LIABILITY CXL 449 06 17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY COVERAGE PART The following is added to SECTION IV — CONDITIONS, Paragraph H. Other Insurance: With respect to each additional insured under SECTION II, WHO IS AN INSURED, Paragraph A.5., this insurance is (i) excess over any "underlying policy", and (ii) primary to, and we will not seek contribution from, any other insurance providing coverage to any such additional insured whether primary or excess. However, we will not waive our right to seek contribution from other insurance unless: a. The additional insured is a Named Insured under such other insurance; b. The additional insured is included as an additional insured on an "underlying policy"; c. You have agreed in a written contract, written agreement or written permit that this insurance would be primary to and/or would not seek contribution from any other insurance provided to the additional insured; and d. The written contract or written agreement has been executed (executed means signed by the Named Insured) or written permit issued prior to the "bodily injury" or "property damage" or "personal and advertising injury". The most we will pay on behalf of the additional insured is the amount of insurance required by the written contract, written agreement or written permit, less any amounts payable by any "underlying insurance", subject to SECTION III — LIMITS OF INSURANCE. This provision is included within and does not act to increase the Limits of Insurance stated in the Declarations. Copyright, 2016 Selective Insurance Company of America. All rights reserved. CXL 449 06 17 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Exhibit B A.M. LANDSHAPER INC. Contractors AMLAND" 971 DO 8004 N. Market Spokane, WA 99217 PHONE (509)468-4335 FAX (509)468-4225 Date: 10-3-2025 (revised 11-18-25) City of Spokane Valley Attn: John Botteelli 10210 E Sprague Ave. Spokane Valley, WA 99206 Project Description: Below is our maintenance pricing for mowing and maintenance services for Flora Park Cross Country Course. All pricing and work will be at a "as need" cost and will not exceed $ 25,000.00. This is for maintenance work to the end of the growing season until mid -November of 2025. Maintenance Pricing: • Weekly price to Mow Track Grass 3 times a week with Reel Mower 3 Mows per Week Price = $ 2,600.00 per week • Weekly price to Mow Track Grass 2 times a week with Reel Mower 2 Mows per Week Price = $ 1,650.00 per week • Weekly price to Mow Track Grass 1 times a week with Reel Mower 1 Mows per Week Price = $ 900.00 per week • Top Dress Labor of full track o install '/4" of USGA sand over track Top Dress Price = $ 9,020.00 Exclusions • Washington State Sales Tax • Construction Bond Thank You, Justin Carr, Project Manager Phone number: 509-468-4335 Landscape Maintenance Agreement 25-223