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Home My WebLink About26-062.00 Continental Door Company - Construction AgreementContract No. 26-062.00 .CONSTRUCTION AGREEMENT, Continental Door Company 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 Continental Door Company, ("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 Browns Park rollup door installation (the "Work") in accordance with the Scope of Work outlined in Exhibit A 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 commence the Work within 10 days of receipt of a notice to proceed and 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. 3. Reserved 4..Comaensation. In consideration of Contractor performing the Work, City agrees to pay Contractor in accordance with the Contract Documents the sum of $ $2,128.00, plus Washington State Sales Tax of $191.52 (if applicable), for a total of $2319.52, based on the bid submitted by Contractor (Exhibit A), 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 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. Contract No. 26-062.00 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 Cast Sprague Avenue Spokane Valley, WA 99206 TO THE CONTRACTOR: Name: Continental Door Company Phone: (509) 921-2260 Address: 8622 G Rockwell Spokane, WA 99212 7. Applicable 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 Reeardine Debarment, Suspension, and Other Responsibility 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, orvoluntarily excluded from covered transactions by any federal department or agency; 2. I -lave 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. I -lave 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. Prevailing Waees on Public Works. Contractor, any subcontractor, or other person doing work Lin der 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"). Ifemploying 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 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&l, are located at the L&I website address: littt)s:Hliii.wa.gov/liceilsiiig-t)et-in its/publ ic-works-projects/prevai line -wage -rates/ Contract No. 26-062.00 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. Documents. Drawings, plans, specifications, and other related documents prepared by Contractor under this Agreement may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. City shall be permitted to retain documents, including copies of originals, reproduction quality mylars of maps, and copies int eh form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, in whole or in part, any reports, data, drawings, images, or other material prepared under this Agreement that are in the City's possession, and Contractor shall have no liability for the City's use of Contractor's work product outside of the scope of the work product's intended purpose. 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). 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 Contract No. 26-062.00 1. Automobile liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be at least as broad as Insurance Services Office (ISO) form CA 00 01. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop gap 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 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. Contract No. 26-062.00 E. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. 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 B. 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 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. Contract No. 26-062.00 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(I) 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 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 CPR 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 Contract No. 26-062.00 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 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, 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 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 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 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); Contract No. 26-062.00 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 11 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; 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. Scope of Work Cost Statement B. Insurance Endorsements The Parties have executed this Agreement this L/ 1* day of -) utJC , 20 X CITY OF SPOKANE VALLEY: Contractor: Continental Door Company J n Hohman, City Manager By: Marc Morse, Vice President Its: Authorized Representative APPROVED AS TO FORM— Appendix A Scope of Work and Cost Statement CONTINENT&I Showroom at DOOR COMPANY 12718 East Indiana Avenue Remit to: 8G22 E Rock:•.eli Ave Spokane WA 99212 Billing Address City of Spokane Valley 10210 East Sprague Avenue Spokane Valley, WA 99206 USA Spokane Valley, WA 99216 (S09) 921-2260 Estimate Details Browns Park: Overhead sheet door Contract No. 26-062.00 Estimate 91563258 Job Estimate Date 2/23/2026 Job Address Browns Park 3101 South Pines Road Spokane Valley, WA 99216 USA Service # Description Quantity Your Price Your Total 150C-R 8-0 x 7-0 Clopay Commercial Rolling Steel Series 150C 1.00 $2,128.00 $2,128.00 --Material: Galvanized steel --Insulation: None --Color: (Standard colors only) --Operation: Manual push up --Locking: (1) Mini Lock Technician To keep our install price competitive we have bid your project 1.00 $0.00 $0.00 Deploys Included with 1 Deploy to the jobsite. Materials Material Description Quantity Your Price Your Total #Budget / ROM CB This estimate is to be considered a budget and price is based on 1.00 $0.00 $0.00 limited information given to Continental Door. The final price may be subject to change. Sub -Total $ 2,128.00 Total $2,128.0 Thank you for choosing Continental Door Company CONTDOO-01 MNEIGHBORS ACORD MMIDD/YYYY) ( CERTIFICATE OF LIABILITY INSURANCE DATE 6/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT James Clegg PRODUCER NAME: Spokane Office Marsh McLennan Agency LLC (AH/c PHONEFAX (509) 789-7438 (A/C,No): 501 N. Riverpoint Blvd., Ste 403 AD RIESS:James.Clegg@MarshMMA.com Spokane, WA 99202 luml000/m Accnonlur_ rm/ooer_o I uelce INSURED Continental Door Company LLC C/O Norm Morse INSURERC: 8622 E Rockwell INSURERD: Spokane, WA 99212 INSURER E INSURER F AP CC r CDTIC1r ATC All IIIADCD• DC\/IClr)KI NII IMRFR• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTIRD(MMIDDfYYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR GL PD - 0 - X X EPP 0140416 5/16/2026 5/16/2027 500,000 DAMAGE TO RENTED PR MI E occurrence)$ X MED EXP (Any oneperson) $ 10,000 PERSONAL BADVINJURY $ 1,000,000 GENT AGGREGATE LIMIT APPLIES PER: POLICY X jma LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS -COMP/OP AGG $ 2,000,000 WA STOP GAP $ 1,000,000 OTHER: A AUTOMOBILE LIABILITY COMBINEDSINGLE LIMIT O (Eaaccident) $ 1,000,000 BODILY INJURY Perperson) $ X ANY AUTO X X EPP 0140416 5/16/2026 5/16/2027 BODILY INJURY Per accident $ OWNED SCHEDULED AUTOS ONLY AUTOS PPeOracaiRdent AMAGE $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ A X UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS -MADE X X EPP 0140416 5/1612026 511612027 AGGREGATE $ 5,000,000 DED I X I RETENTION$ Q WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA START OTH- LITE $ _ $ E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYE E.L. DISEASE - POLICY LIMIT If yes, describe under DESCRIPTION OF OPERATIONS below $ A Installation Floater EPP 0140416 5/16/2026 5/16/2027 Per Jobsite/Disaster 250,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) P`CDTICM! ATC Uni r1CD I AAIr`CI I ATIr'1NI 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) U 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Certificate Disclaimer Due to the evolving changes and updates in state legislation across the country, Marsh McLennan Agency Northwest will no longer be adding additional verbiage to the Description of Operations on a Certificate of Insurance. We will not add Additional Insured, Primary & Non-contributory or Waiver of Subrogation language. The only exception will be project or name(s), project number(s), project locations. Instead, please see the attached endorsement copies that outline existing policy coverages. Coverage is determined by the policy, its terms and individual endorsements, and as established by the contract between the Named Insured and the Additional Insured. Thank you, Marsh McLennan Agency Northwest This document is not intended to be taken as advice regarding any individual situation and should not be relied upon as such. Marsh & McLennan Agency LLC shall have no obligation to update this publication and shall have no liability to you or any other party arising out of this publication or any matter contained herein. Any statements concerning actuarial, tax, accounting or legal matters are based solely on our experience as consultants and are not to be relied upon as actuarial, accounting, tax or legal advice, for which you should consult your own professional advisors. Any modeling analytics or projections are subject to inherent uncertainty and the analysis could be materially affected if any underlying assumptions, conditions, information or factors are inaccurate or incomplete or should change. d/b/a in California as Marsh & McLennan Insurance Agency LLC; CA Insurance Lic: OH 18131. Copyright © 2024 Marsh & McLennan Agency LLC. All rights reserved. MarshMMA.com Marsh & McLennan Agency LLC MarshMMA.com Certificate Verbiage Statutes by State 1. Montana a. MCA 33-2-1403 b. MT State Statute - Certificates of Insurance 2. Washington: a. WAC 284-30-355 b. WA State Statute - Certificate of Insurance 3. Oregon: a. ORS 742.003 b. OR State Statute - Certificates of Insurance 4. Idaho: a. 41-1850 b. ID State Statute - Certificates of Insurance This document is not intended to be taken as advice regarding any individual situation and should not be relied upon as such. Marsh & McLennan Agency LLC shall have no obligation to update this publication and shall have no liability to you or any other party arising out of this publication or any matter contained herein. Any statements concerning actuarial, tax, accounting or legal matters are based solely on our experience as consultants and are not to be relied upon as actuarial, accounting, tax or legal advice, for which you should consult your own professional advisors. Any modeling analytics or projections are subject to inherent uncertainty and the analysis could be materially affected if any underlying assumptions, conditions, information or factors are inaccurate or incomplete or should change. d/b/a in California as Marsh & McLennan Insurance Agency LLC; CA Insurance Lic: O1-118131. Copyright © 2024 Marsh & McLennan Agency LLC. All rights reserved. MarshMMA.com Marsh & McLennan Agency LLC MarshMMA.com THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS ADDITIONAL INSURED - AUTOMATIC STATUS AND AUTOMATIC WAIVER OF SUBROGATION WHEN REQUIRED IN WRITTEN CONTRACT, AGREEMENT, PERMIT OR AUTHORIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Additional Insured - Owners, Lessees Or Contractors - Automatic Status For Other Parties When Required In Written Contract Or Agreement With You 1. Section II - Who Is An Insured is amended to include as an additional in- sured any person or organization you have agreed in writing in a contract or agreement to add as an additional in- sured on this Coverage Part. Such per- son ) or organization(s) 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 the performance of your ongoing opera- tions by you or on your behalf, under that written contract or written agreement. Ongoing operations does not apply to "bodily injury" or "proper- ty damage" 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 loca- tion of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage aris- es has been put to its intended use by any person or organiza- tion other than another contrac- tor or subcontractor engaged in performing operations for a prin- cipal as a part of the same pro- ject; and b. 'Bodily injury" or "property damage" caused, in whole or in part, by "your work" performed under that written contract or written agreement and in - eluded in the "products -completed operations hazard", but only if.- (1) The Coverage Part to which this endorsement is attached pro- vides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard"; and (2) The written contract or written agreement requires you to pro- vide additional insured coverage included within the "products - completed operations hazard" for that person or organization. If the written contract or written agreement requires you to provide additional insured coverage included within the "products -completed oper- ations hazard" for a specified length of time for that person or organiza- tion, the "bodily injury" or "property damage" must occur prior to the ex- piration of that period of time in order for this insurance to apply. If the written contract or written agreement requires you to provide additional insured coverage for a person or organization per only ISO additional insured endorsement form number CG 20 10, without specifying an edition date, and without specifi- cally requiring additional insured coverage included within the "prod- ucts -completed operations hazard", this Paragraph b. does not apply to that person or organization. 2. If the written contract or written agree- ment described in Paragraph 1. above specifically requires you to provide addi- tional insured coverage to that person or organization: a. Arising out of your ongoing opera- tions or arising out of "your work"; or Includes copyrighted material of Insurance GA 472 05 20 Services Office, Inc., with its permission. Page 1 of 3 b. By way of an edition of an ISO addi- tional insured endorsement that in- cludes arising out of your ongoing operations or arising out of "your work"; then the phrase caused, in whole or in part, by in Paragraph A.1.a. and/or Para- graph A.1.b. above, whichever applies, is replaced by the phrase arising out of. 3. With respect to the insurance afforded to the additional insureds described in Para- graph A.1., the following additional exclu- sion applies: This insurance does not apply to "bodily injury", "property damage" or "personal C and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or draw- ings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hir- ing, employment, training or monitoring of others by that insured, if the 'occurrence" which caused the "bodily injury" or "prop- erty damage", or the offense which caused the "personal and advertising inju- ry", involved the rendering of, or the fail- ure to render, any professional architec- tural, engineering or surveying services. 4. This Paragraph A. does not apply to addi- tional insureds described in Paragraph B. B. Additional Insured - State Or Governmental Agency Or Subdivision Or Political Subdi- vision - Automatic Status When Required In Written Permits Or Authorizations Section II - Who Is An Insured is amended to include as an additional in- sured any state or governmental agency or subdivision or political subdivision you have agreed in writing in a permit or au- thorization to add as an additional insured on this Coverage Part. Such state or gov- ernmental agency or subdivision or politi- cal subdivision is an additional insured only with respect to operations performed by you or on your behalf for which the state or governmental agency or subdivi- sion or political subdivision has issued, in writing, a permit or authorization. 2. With respect to the insurance afforded to the additional insureds described in Para- graph B.1., the following additional exclu- sions apply: This insurance does not apply to: a. "Bodily injury", "property damage" or "personal and advertising injury" aris- ing out of operations performed for the federal government, state or mu- nicipality; or b. "Bodily injury" or "property damage" included within the "products - completed operations hazard." The insurance afforded to additional insureds described in Paragraphs A. and B.: 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the written contract, writ- ten agreement, written permit or written authorization to provide for such addition- al insured; and 3. Does not apply to any person, organiza- tion, state, governmental agency or sub- division or political subdivision specifically named as an additional insured for the same project in the schedule of an en- dorsement added to this Coverage Part. D. With respect to the insurance afforded to the additional insureds described in Paragraphs A. and B., the following is added to Section III - Limits Of Insurance: The most we will pay on behalf of the addi- tional insured is the amount of insurance: 1. Required by the written contract, written agreement, written permit or written au- thorization described in Paragraphs A. and B. For the purpose of determining the required amount of insurance only, we will include the minimum amount of any Um- brella Liability or Excess Liability cover- age required for that additional insured in that written contract, written agreement, written permit or written authorization; or 2. Available under the applicable limits of in- surance; whichever is less. This endorsement shall not increase the appli- cable limits of insurance. E. Section IV - Commercial General Liability Conditions is amended to add the following: Automatic Additional Insured Provision Includes copyrighted material of Insurance GA 472 05 20 Services Office, Inc., with its permission. Page 2 of 3 This insurance applies only if the "bodily inju- ry" or "property damage" occurs, or the "per- sonal and advertising injury" offense is com- mitted: During the policy period; and 2. Subsequent to your execution of the writ- ten contract or written agreement, or the issuance of a written permit or written au- thorization, described in Paragraphs A. and B. F. Except when G. below applies, the following is added to Section IV - Commercial General Liability Conditions, Other Insurance, and supersedes any provision to the contrary: When Other Additional Insured Coverage Applies On An Excess Basis This insurance is primary to other insurance available to the additional insured described in Paragraphs A. and B. except: 1. As otherwise provided in Section IV - Commercial General Liability Condi- tions, Other Insurance, b. Excess In- surance; or 2. For any other valid and collectible insur- ance available to the additional insured as an additional insured on another insur- ance policy that is written on an excess basis. In such case, this insurance is also excess. G. The following is added to Section IV - Com- mercial General Liability Conditions, Other Insurance, and supersedes any provision to the contrary: Primary Insurance When Required By Writ- ten Contract, Agreement, Permit Or Au- thorization Except when wrap-up insurance applies to the claim or "suit' on behalf of the additional in- sured, this insurance is primary to any other insurance available to the additional insured described in Paragraphs A. and B. provided that: 1. The additional insured is a Named In- sured under such other insurance; and 2. You have agreed in writing in a contract, agreement, permit or authorization de- scribed in Paragraph A. or B. that this in- surance would be primary to any other in- surance available to the additional in- sured. As used in this endorsement, wrap-up insur- ance means a centralized insurance program under which one party has secured either in- surance or self-insurance covering some or all of the contractors or subcontractors perform- ing work on one or more specific project(s). Primary And Noncontributory Insurance When Required By Written Contract, Agreement, Permit Or Authorization Except when wrap-up insurance applies to the claim or "suit' on behalf of the additional in- sured, this insurance is primary to and will not seek contribution from any other insurance available to the additional insured described in Paragraphs A. and B. provided that: The additional insured is a Named In- sured under such other insurance; and 2. You have agreed in writing in a contract, agreement, permit or authorization de- scribed in Paragraph A. or B. that this in- surance would be primary and would not seek contribution from any other insur- ance available to the additional insured. As used in this endorsement, wrap-up insur- ance means a centralized insurance program under which one party has secured either in- surance or self-insurance covering some or all of the contractors or subcontractors perform- ing work on one or more specific project(s). H. Section IV - Commercial General Liability Conditions, Transfer Of Rights Of Recov- ery Against Others To Us is amended by the addition of the following: Waiver of Subrogation We waive any right of recovery against any additional insured under this endorsement, because of any payment we make under this endorsement, to whom the insured has waived its right of recovery in a written con- tract, written agreement, written permit or writ- ten authorization. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such additional in- sured prior to loss. Includes copyrighted material of Insurance GA 472 05 20 Services Office, Inc., with its permission. Page 3 of 3 POLICY NUMBER: EPP 0140416 COMMERCIAL GENERAL LIABILITY CG 25 03 05 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED CONSTRUCTION PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Construction Project(s): ANY JOB SITE Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. For all sums which the insured becomes legal- shown in the Declarations nor shall they ly obligated to pay as damages caused by "oc- reduce any other Designated Construction currences" under Section I - Coverage A, and Project General Aggregate Limit for any for all medical expenses caused by accidents other designated construction project under Section I - Coverage C, which can be at- shown in the Schedule above. tributed only to ongoing operations at a single designated construction project shown in the 4. The limits shown in the Declarations for Schedule above: Each Occurrence, Damage To Premises Rented To You and Medical Expense 1. A separate Designated Construction Pro- continue to apply. However, instead of be- ject General Aggregate Limit applies to ing subject to the General Aggregate Limit each designated construction project, and shown in the Declarations, such limits will that limit is equal to the amount of the be subject to the applicable Designated General Aggregate Limit shown in the Construction Project General Aggregate Declarations. Limit. 2. The Designated Construction Project B. For all sums which the insured becomes legal - General Aggregate Limit is the most we ly obligated to pay as damages caused by "oc- will pay for the sum of all damages under currences" under Section I - Coverage A, and Coverage A, except damages because of for all medical expenses caused by accidents "bodily injury" or "property damage" in- under Section I - Coverage C, which cannot be cluded in the "products -completed opera- attributed only to ongoing operations at a sin- tions hazard", and for medical expenses gle designated construction project shown in under Coverage C regardless of the num- the Schedule above: ber of: 1. Any payments made under Coverage A a. Insureds; for damages or under Coverage C for b. Claims made or "suits" brought; or medical expenses shall reduce the amount available under the General Ag- c. Persons or organizations making gregate Limit or the Products -completed claims or bringing "suits". Operations Aggregate Limit, whichever is applicable; and 3. Any payments made under Coverage A for damages or under Coverage C for 2. Such payments shall not reduce any Des - medical expenses shall reduce the Des- ignated Construction Project General Ag- ignated Construction Project General Ag- gregate Limit. gregate Limit for that designated con- C. When coverage for liability arising out of the struction project. Such payments shall not "products -completed operations hazard" is reduce the General Aggregate Limit provided, any payments for damages because CG 25 03 05 09 C Insurance Services Office, Inc., 2008 Pagel of 2 ❑ 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 Construc- tion Project General Aggregate Limit. E. D. If the applicable designated construction pro- ject has been abandoned, delayed, or aban- doned and then restarted, or if the authorized contracting parties deviate from plans, blue- prints, designs, specifications or timetables, the project will still be deemed to be the same construction project. The provisions of Section III - Limits Of Insur- ance not otherwise modified by this endorse- ment shall continue to apply as stipulated. CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 2 of 2 ❑ POLICY NUMBER: EPP 014 04 16 COMMERCIAL GENERAL LIABILITY CG 04 42 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. STOP GAP - EMPLOYERS LIABILITY COVERAGE ENDORSEMENT - WASHINGTON This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE _ Limits Of Insurance Bodily Injury By Accident $ 1, 000, 000 Each Accident Bodily Injury By Disease $ 1,000,000 Aggregate Limit Bodily Injury By Disease $ 1,000,000 Each Employee Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. The following is added to Section I — Coverages: b. This insurance applies to "bodily injury by Stop Gap — Employers Liability Coverage accident" or "bodily injury by disease" only if: 1. Insuring Agreement (1) The: a. We will pay those sums that the insured becomes legally obligated by Washington (a) "Bodily injury by accident" or "bodily Law to pay as damages because of "bodily injury by disease" takes place in the injury by accident" or "bodily injury by "coverage territory"; disease" to your "employee" to which this (b) "Bodily injury by accident" or "bodily insurance applies. We will have the right injury by disease" arises out of and and duty to defend the insured against any in the course of the injured "suit" seeking those damages. However, we "employee's" employment by you; will have no duty to defend the insured and against any "suit" seeking damages to (c) "Employee", at the time of the injury, which this insurance does not apply. We was covered under a workers' may, at our discretion, investigate any compensation policy and subject to a accident and settle any claim or "suit" that "workers' compensation law" of may result. But: Washington; and (1) The amount we will pay for damages is (2) The: limited as described in Section III — Limits Of Insurance; and (a) "Bodily injury by accident" is caused by an accident that occurs during the (2) Our right and duty to defend ends when policy period; or we have used up the applicable limit of insurance in the payment of judgments (b) "Bodily injury by disease" is caused or settlements under this coverage. by or aggravated by conditions of employment by you and the injured No other obligation or liability to pay sums "employee's" last day of last or perform acts or services is covered exposure to the conditions causing unless explicitly provided for under or aggravating such "bodily injury by Supplementary Payments. disease" occurs during the policy period. CG 04 42 12 19 © Insurance Services Office, Inc., 2019 Page 1 of 5 c. The damages we will pay, where recovery is permitted by law, include damages: (1) For: (a) Which you are liable to a third party by reason of a claim or "suit' against you by that third party to recover the damages claimed against such third party as a result of injury to your "employee"; (b) Care and loss of services; and (c) Consequential 'bodily injury by accident' or "bodily injury by disease" to a spouse, child, parent, brother or sister of the injured "employee"; provided that these damages are the direct consequence of "bodily injury by accident" or "bodily injury by disease" that arises out of and in the course of the injured "employee's" employment by you; and (2) Because of "bodily injury by accident" or 'bodily injury by disease" to your "employee" that arises out of and in the course of employment, claimed against you in a capacity other than as employer. 2. Exclusions This insurance does not apply to: a. Intentional Injury "Bodily injury by accident" or "bodily injury by disease" intentionally caused or aggravated by you, or "bodily injury by accident" or "bodily injury by disease" resulting from an act which is determined to have been committed by you if it was reasonable to believe that an injury is substantially certain to occur. b. Fines Or Penalties Any assessment, penalty or fine levied by any regulatory inspection agency or authority. c. Statutory Obligations Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. d. Contractual Liability Liability assumed by you under any contract or agreement. e. Violation Of Law "Bodily injury by accident" or "bodily injury by disease" suffered or caused by any employee while employed in violation of law with your actual knowledge or the actual knowledge of any of your "executive officers". f. Termination, Coercion Or Discrimination Damages arising out of coercion, criticism, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination against or termination of any "employee", or arising out of other employment or personnel decisions concerning the insured. g. Failure To Comply With "Workers' Compensation Law" "Bodily injury by accident" or "bodily injury by disease" to an "employee" when you are: (1) Deprived of common law defenses; or (2) Otherwise subject to penalty; because of your failure to secure your obligations or other failure to comply with any "workers' compensation law". h. Violation Of Age Laws Or Employment Of Minors "Bodily injury by accident" or "bodily injury by disease" suffered or caused by any person: (1) Knowingly employed by you in violation of any law as to age; or (2) Under the age of 14 years, regardless of any such law. L Federal Laws Any premium, assessment, penalty, fine, benefit, liability or other obligation imposed by or granted pursuant to: (1) The Federal Employer's Liability Act (45 USC Section 51-60); (2) The Non -appropriated Fund Instrumentalities Act (5 USC Sections 8171-8173); (3) The Longshore and Harbor Workers' Compensation Act (33 USC Sections 910-950); (4) The Outer Continental Shelf Lands Act (43 USC Section 1331-1356); CG 04 42 12 19 © Insurance Services Office, Inc., 2019 Page 2 of 5 (5) The Defense Base Act (42 USC Sections 1651-1654); (6) The Federal Coal Mine Health and Safety Act of 1969 (30 USC Sections 901-942), (7) The Migrant and Seasonal Agricultural Worker Protection Act (29 USC Sections 1801-1872); (8) Any other workers' compensation, unemployment compensation or disability laws or any similar law; or (9) Any subsequent amendments to the laws listed above. j. Punitive Damages Multiple, exemplary or punitive damages. k. Crew Members "Bodily injury by accident" or "bodily injury by disease" to a master or member of the crew of any vessel or any member of the flying crew of an aircraft. B. The Supplementary Payments provisions apply to Stop Gap — Employers Liability Coverage as well as to Coverages A and B. C. For the purposes of this endorsement, Section II — Who Is An Insured is replaced by the following: Section II — Who Is An Insured If you are designated in the Declarations as: 1. 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. 2. 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. 3. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. 4. 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. 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. D. For the purposes of this endorsement, Section III — Limits Of Insurance is replaced by the following: Section III —Limits Of Insurance 1. The Limits Of Insurance shown in the Schedule of this endorsement and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The "Bodily Injury By Accident" — Each Accident Limit shown in the Schedule of this endorsement is the most we will pay for all damages covered by this insurance because of "bodily injury by accident" to one or more "employees" in any one accident. 3. The "Bodily Injury By Disease" — Aggregate Limit shown in the Schedule of this endorsement is the most we will pay for all damages covered by this insurance and arising out of "bodily injury by disease", regardless of the number of "employees" who sustain "bodily injury by disease". 4. Subject to Paragraph D.3. of this endorsement, the "Bodily Injury By Disease" — Each "Employee" Limit shown in the Schedule of this endorsement is the most we will pay for all damages because of "bodily injury by disease" to any one "employee". The limits of the coverage apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. CG 04 42 12 19 © Insurance Services Office, Inc., 2019 Page 3 of 5 E. For the purposes of this endorsement, Condition 2. Duties In The Event Of Occurrence, Claim Or Suit under Section IV — Conditions is replaced by the following: 2. Duties In The Event Of Injury, Claim Or Suit a. You must see to it that we or our agent is notified as soon as practicable of a "bodily injury by accident" or "bodily injury by disease" which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "bodily injury by accident" or "bodily injury by disease" took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) 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. c. You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the injury, claim, proceeding or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us and assist us, as we may request, in the investigation or settlement of the claim or defense against the "suit", (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury to which this insurance may also apply; and (5) Do nothing after an injury occurs that would interfere with our right to recover from others. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. F. For the purposes of this endorsement, Paragraphs 4. and 18. of the Definitions section are replaced by the following: 4. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of the activities of a person whose home is in the territory described in a. above, but who is away for a short time on your business; provided the insured's responsibility to pay damages is determined in the United States (including its territories and possessions), Puerto Rico or Canada, in a suit on the merits according to the substantive law in such territory, or in a settlement we agree to. 18. "Suit' means a civil proceeding in which damages because of "bodily injury by accident" or "bodily injury by disease" 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. G. The following are added to the Definitions section: 1. 'Workers' Compensation Law" means the Workers' Compensation Law and any Occupational Disease Law of Washington. This does not include provisions of any law providing non -occupational disability benefits. CG 04 42 12 19 © Insurance Services Office, Inc., 2019 Page 4 of 5 2. 'Bodily injury by accident' means bodily injury, 3. 'Bodily injury by disease" means a disease sickness or disease sustained by a person, sustained by a person, including death. "Bodily including death, resulting from an accident. A injury by disease" does not include a disease disease is not "bodily injury by accident' unless that results directly from an accident. it results directly from "bodily injury by H. For the purposes of this endorsement, the accident'. definition of "bodily injury" does not apply. CG 04 42 12 19 9 Insurance Services Office, Inc., 2019 Page 5 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS' COMMERCIAL GENERAL LIABILITY BROADENED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Endorsement - Table of Contents: Coverage: Begins on Page: 1. Employee Benefit Liability Coverage.......................................................................................2 2. Unintentional Failure To Disclose Hazards.......................................................................... 10 3. Damage To Premises Rented To You................................................................................... 10 4. Supplementary Payments...................................................................................................... 11 5. Medical Payments................................................................................................................... 11 6. 180 Day Coverage For Newly Formed Or Acquired Organizations ................................... 11 7. Waiver Of Subrogation........................................................................................................... 11 8. Automatic Additional Insured - Specified Relationships: .................................................. 12 (a) Managers Or Lessors Of Premises (b) Lessor Of Leased Equipment (c) Vendors (d) State Or Governmental Agency Or Subdivision Or Political Subdivision - Permits Or Authorizations Relating To Premises (e) Mortgagee, Assignee Or Receiver 9. Property Damage To Borrowed Equipment......................................................................... 15 10. Employees As Insureds - Specified Health Care Services And Good Samaritan Services................................................................................................................................... 15 11. Broadened Notice Of Occurrence......................................................................................... 16 12. Nonowned Aircraft.................................................................................................................. 16 13. Bodily Injury Redefined..........................................................................................................16 14. Expected Or Intended Injury Redefined.............................................................•.•.......••••••..16 15. Former Employees As Insureds............................................................................................ 16 16. Voluntary Property Damage Coverage and Care, Custody Or Control Liability Coverage.................................................................................................................................. 16 17. Broadened Contractual Liability - Work Within 50' Of Railroad Property .........................18 18. Alienated Premises................................................................................................................. 18 B. Limits Of Insurance: The Commercial General Liability Limits of Insurance apply to the insurance provided by this endorse- ment, except as provided below: 1. Employee Benefit Liability Coverage Each Employee Limit: $1,000,000 Aggregate Limit: $3,000,000 Deductible Amount: $ 1,000 3. Damage To Premises Rented To You The lesser of: a. The Each Occurrence Limit shown in the Declarations; or b. $500,000 unless otherwise stated $ 4. Supplementary Payments a. Bail Bonds: $ 2,500 b. Loss Of Earnings: $ 500 Includes copyrighted material of Insurance GA 233 06 23 Services Office, Inc., with its permission. Page 1 of 18 S. Medical Payments Medical Expense Limit: $10,000 9. Property Damage To Borrowed Equipment Each Occurrence Limit: $10,000 Deductible Amount: $ 250 16. Voluntary Property Damage Coverage (Coverage D) and Care, Custody Or Control Liability Coverage Limits Of Insurance Voluntary Property Damage Coverage: $1,000 Each Occurrence $5,000 Aggregate Care, Custody Or Control Liability Coverage: $5,000 Each Occurrence unless otherwise stated $ Deductible Amount (Each Occurrence) Voluntary Property Damage Coverage: $250 Care, Custody Or Control Liability Coverage: $250 unless otherwise stated $ COVERAGE PREMIUM BASIS RATE ADVANCE PREMIUM (a) Area (For Limits in Excess of (For Limits in Excess of (b) Payroll $5,000) $5,000) (c) Gross Sales (d) Units e Other Care, Custody Or Control $ Liability TOTAL ANNUAL PREMIUM $ C. Coverages 1) The amount we will pay 1. Employee Benefit Liability Coverage for damages is limited Y 9 as described in C. Cov- a. The following is added to Section I - erages, 1. Employee Coverages: Benefit Liability Cover- age, c. Limits Of Insur- EMPLOYEE BENEFIT LIABILITY ance of this endorse - COVERAGE ment; and (1) Insuring Agreement 2) Our right and duty to defend ends when we (a) We will pay those sums that have used up the the insured becomes legally insuapplrance cable limit of insurance obligated to a as dams - g pay g in the payment of judg- es caused by any act, error ments or settlements. or omission of the insured, or of any other person for No other obligation or liabil- whose acts the insured is ity to pay sums or perform legally liable, to which this acts or services is covered insurance applies. We will unless explicitly provided for have the right and duty to under Supplementary Pay - defend the insured against ments. any "suit" seeking those damages. However, we will (b) This insurance applies to have no duty to defend damages only if the act, er- against any "suit" seeking ror or omission is negligently damages to which this in- committed in the "admin- surance does not apply. We istration" of your "employee may, at our discretion, in- benefit program"; and vestigate any report of an 1) Occurs during the policy act, error or omission and period; or settle any claim or "suit' that may result. But: Includes copyrighted material of Insurance GA 233 06 23 Services Office, Inc., with its permission. Page 2 of 18 2) Occurred prior to the fraudulent, criminal or mali- "first effective date" of cious act, error or omission, this endorsement pro- committed by any insured, vided: including the willful or reck- less violation of any statute. a) You did not have knowledge of a (c) Failure To Perform A Con - claim or "suit" on or tract before the "first ef- fective date" of this Damages arising out of fail - endorsement. ure of performance of con- tract by any insurer. You will be deemed to have (d) Insufficiency Of Funds knowledge of a Damages arising out of an claim or "suit" insufficiency of funds to when any insured meet any obligations under listed under C. any plan included in the Coverages, 1. "employee benefit program". Employee Benefit Liability Coverage, (e) Inadequacy Of Perfor- b. Who Is An In- mance Of Invest- sured, (1) of this ment/Advice Given With endorsement or Respect To Participation any "employee" authorized by you Any claim based upon: to give or receive 1) Failure of any invest - notice of a claim or ment to perform; .,suit": 2) Errors in providing in - i) Reports all, or I) formation on past per - any part, of the formance of investment act, error or vehicles; or omission to us or any other 3) Advice given to any insurer; person with respect to that person's decision to ii) Receives a participate or not to par - written or ver- ticipate in any plan in- bal demand or cluded in the "employee claim for dam- benefit program". ages because of the act, er- (f) Workers' Compensation ror or omis- And Similar Laws sion; and Any claim arising out of your b) There is no other failure to comply with the applicable insur- mandatory provisions of any ance. workers' compensation, un- employment compensation insurance, social security or This insurance does not apply to: disability benefits law or any similar law. (a) Bodily Injury, Property Damage Or Personal And (g) ERISA Advertising Injury Damages for which any in - "Bodily injury", "property sured is liable because of li- damage" or "personal and ability imposed on a fiduci- advertising injury". ary by the Employee Re- tirement Income Security (b) Dishonest, Fraudulent, Act of 1974, as now or Criminal Or Malicious Act hereafter amended, or by Damages arising out of an any similar federal, state or 9 9 y local laws. intentional, dishonest, Includes copyrighted material of Insurance GA 233 06 23 Services Office, Inc., with its permission. Page 3 of 18 (h) Available Benefits any person or organiza- tion that results in the Any claim for benefits to the transfer of funds or oth- extent that such benefits are er property regardless available, with reasonable of the medium or tech - effort and cooperation of the nique used. insured, from the applicable funds accrued or other col- (3) Supplementary Payments lectible insurance. Section I -Supplementary Pay- (i) Taxes, Fines Or Penalties ments - Coverages A and B also apply to this Coverage, however Taxes, fines or penalties, in- 1.b. and 2. of the Supplementary cludin those imposed g p un- Payments provision do not apply. der the Internal Revenue Code or any similar state or b. Who Is An Insured local law. As respects Employee Benefit Liabil- Q) Employment -Related Prac- ity Coverage, Section II - Who Is An tices Insured is replaced by the following: Any liability arising out of (1) If you are designated in the Dec - any: larations as: 1) Refusal to employ; (a) An individual, you and your spouse are insureds, but on- 2) Termination of employ- ly with respect to the con- ment; duct of a business of which 3) Coercion, demotion, you are the sole owner. evaluation, reassign- (b) A partnership or joint ven- ment, discipline, defa- ture, you are an insured. mation, harassment, Your members, your part - humiliation, discrimina- ners, and their spouses are tion or other employ- also insureds but only with ment-related practices, respect to the conduct of acts or omissions; or your business. 4) Consequential liability (c) A limited liability company, as a result of 1), 2) or 3) you are an insured. Your above. members are also insureds, This exclusion applies but only with respect to the whether the insured may be conduct of your business. held liable as an employer Your managers are in - or in any other capacity and sureds, but only with respect to any obligation to share to their duties as your man - damages with or repay agers. someone else who must pay (d) An organization other than a damages because of the in- partnership, joint venture or jury• limited liability company, you (k) Cyber are an insured. Your "execu- tive officers" and directors Any liability, costs, expenses are insureds, but only with or damages arising, directly respect to their duties as or indirectly, out of or as a your officers or directors. consequence of any: Your stockholders are also insureds, but only with re- 1) "Computer attack'; p spect to their liability as 2) "Network security inci- stockholders. dent"; (e) A trust, you are an insured. 3) "Privacy violation"; or Your trustees are also in- sureds, but only with respect 4) Fraudulent communica- to their duties as trustees. tion that impersonates Includes copyrighted material of Insurance GA 233 06 23 Services Office, Inc., with its permission. Page 4 of 18 (2) Each of the following is also an (c) Persons or organizations insured: making claims or bringing "suits"; (a) Each of your "employees" who is or was authorized to (d) Acts, errors or omissions; or administer your "employee benefit program"; (e) Benefits included in your "employee benefit program". (b) Any persons, organizations or "employees" having prop- (2) The Aggregate Limit shown in er temporary authorization Section B. Limits Of Insurance, to administer your "employ- 1. Employee Benefit Liability ee benefit program" if you Coverage of this endorsement is die, but only until your legal the most we will pay for all dam - representative is appointed; ages because of acts, errors or or omissions negligently committed in the "administration" of your (c) Your legal representative if "employee benefit program". you die, but only with re- spect to duties as such. That (3) Subject to the limit described in representative will have all (2) above, the Each Employee your rights and duties under Limit shown in Section B. Limits this Coverage Part. Of Insurance, 1. Employee Bene- fit Liability Coverage of this en- (3) Any organization you newly ac- dorsement is the most we will quire or form, other than a part- pay for all damages sustained by nership, joint venture or limited any one "employee", including liability company, and over which damages sustained by such you maintain ownership or major- "employee's" dependents and ity interest, will qualify as a beneficiaries, as a result of: Named Insured if no other similar insurance applies to that organi- (a) An act, error or omission; or zation. However, coverage under (b) A series of related acts, er- this provision: rors or omissions, regard - (a) Is afforded only until the less of the amount of time 180th day after you acquire that lapses between such or form the organization or acts, errors or omissions; the end of the policy period, negligently committed in the whichever is earlier; and "administration" of your "employ- (b) Does not apply to any act, ee benefit program". error or omission that was However, the amount paid under committed before you ac- this endorsement shall not ex- quired or formed the organi- ceed, and will be subject to the zation. limits and restrictions that apply c. Limits Of Insurance to the payment of benefits in any plan included in the "employee As respects Employee Benefit Liabil- benefit program." ity Coverage, Section III - Limits Of Insurance is replaced by the follow- (4) Deductible Amount ing: (a) Our obligation to pay dam- (1) The Limits of Insurance shown in ages on behalf of the in - Section B. Limits Of Insurance, sured applies only to the 1. Employee Benefit Liability amount of damages in ex - Coverage of this endorsement cess of the Deductible and the rules below fix the most Amount shown in Section B. we will pay regardless of the Limits Of Insurance, 1. Em- number of: ployee Benefit Liability Cov- erage of this endorsement (a) Insureds; as applicable to Each Em- ployee. The limits of insur- (b) Claims made or "suits" ance shall not be reduced brought; Includes copyrighted material of Insurance GA 233 06 23 Services Office, Inc., with its permission. Page 5 of 18 by the amount of this de- ductible. (b) The Deductible Amount shown in Section B. Limits Of Insurance, 1. Employee Benefit Liability Coverage of this endorsement applies to all damages sustained by any one "employee", includ- ing such "employee's" de- pendents and beneficiaries, because of all acts, errors or omissions to which this in- surance applies. (c) The terms of this insurance, including those with respect to: 1) Our right and duty to defend the insured against any "suits" seeking those damag- es; and 2) Your duties, and the du- ties of any other in- volved insured, in the event of an act, error or omission, or claim; apply irrespective of the ap- plication of the Deductible Amount. (d) We may pay any part or all of the Deductible Amount to effect settlement of any claim or "suit" and, upon no- tification of the action taken, you shall promptly reim- burse us for such part of the Deductible Amount as we have paid. d. Additional Conditions As respects Employee Benefit Liabil- ity Coverage, Section IV - Commer- cial General Liability Conditions is amended as follows: (1) Item 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit is replaced by the following: 2. Duties In The Event Of An Act, Error, Omission, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an act, error or omission which may result in a claim. To the extent possible, notice should include: (1) What the act, error or omission was and when it oc- curred; and (2) The names and addresses of any- one who may suf- fer damages as a result of the act, error or omission. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written no- tice of the claim or "suit" as soon as practicable. c. You and any other in- volved insured must: (1) Immediately send us copies of any demands, notices, summonses or le- gal papers re- ceived in connec- tion with the claim or "suit"; (2) Authorize us to ob- tain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the en- forcement of any right against any person or organi- zation which may be liable to the in- sured because of an act, error or omission to which Includes copyrighted material of Insurance GA 233 06 23 Services Office, Inc., with its permission. Page 6 of 18 this insurance may c. No Coverage also apply. This insurance shall not d. No insured will, except cover any loss for which at that insured's own the insured is entitled to cost, voluntarily make a recovery under any payment, assume any other insurance in force obligation, or incur any previous to the effective expense without our date of this Employee consent. Benefit Liability Cover- (2) Item 4. Other Insurance is re - age. placed by the following: e. Additional Definitions 4. Other Insurance As respects Employee Benefit Liabil- ity Coverage, Section V - Definitions If other valid and collectible is amended as follows: insurance is available to the insured for a loss we cover (1) The following definitions are under this Employee Benefit added: Liability Coverage, our obli- gations are limited as fol- 1. "Administration" means: lows: a. Providing information to a. Primary Insurance "employees", including their dependents and This insurance is prima- beneficiaries, with re- ry except when c. below spect to eligibility for or applies. If this insurance scope of "employee is primary, our obliga- benefit programs"; tions are not affected unless any of the other b. Interpreting the "em- insurance is also prima- insurance ployee benefit pro - Then, we will share grams"; with all that other insur- c. Handling records in ance by the method de- connection with the scribed in Paragraph b. "employee benefit pro - below. grams"; or b. Method Of Sharing d. Effecting, continuing or If all of the other insur- terminating any "em- ance permits contribu- ployee's" participation in tion by equal shares, any benefit included in we will follow this meth- the "employee benefit od also. Under this ap- program". proach each insurer However, "administration" contributes equal does not include: amounts until it has paid its applicable limit a. Handling payroll deduc- of insurance or none of tions; or the loss remains, whichever comes first. b. The failure to effect or maintain any insurance If any of the other in- or adequate limits of surance does not permit coverage of insurance, contribution by equal including but not limited shares, we will contrib- to unemployment insur- ute by limits. Under this ance, social security method, each insurer's benefits, workers' com- share is based on the pensation and disability ratio of its applicable benefits. limit of insurance to the total applicable limits of 2. "Biometric information" insurance of all insur- means any: ers. Includes copyrighted material of Insurance GA 233 06 23 Services Office, Inc., with its permission. Page 7 of 18 GA 233 06 23 a. Biological measurement 6. "Employee benefit pro - or physical characteris- grams" means a program tic of an individual, in- providing some or all of the cluding but not limited following benefits to "em- to a retina or iris scan, ployees", whether provided fingerprint, palmprint, through a "cafeteria plan" or voiceprint, hand or face otherwise: geometry, vein pattern, genetic data, move- a. Group life insurance; ment, or any other in- group accident or health formation that can be insurance; dental, vision used as a form of identi- and hearing plans; and fication or authentica- flexible spending ac- tion; or counts; provided that no one other than an "em- b. Information, regardless ployee" may subscribe of how it is captured, to such benefits and converted, stored or such benefits are made shared, based on an in- generally available to dividual's biological those "employees" who measurement or physi- satisfy the plan's eligibil- cal characteristic. ity requirements; 3. "Cafeteria plans" means b. Profit sharing plans, plans authorized by applica- employee savings ble law to allow "employees" plans, employee stock to elect to pay for certain ownership plans, pen - benefits with pre-tax dollars. sion plans and stock subscription plans, pro- 4. "Computer attack" means: vided that no one other a. Unauthorized access or than an "employee" authorized access for may subscribe to such an unauthorized pur- benefits and such bene- pose; fits are made generally available to all "employ- b. A "malware attack"; or ees" who are eligible under the plan for such c. A "denial of service at- benefits; tack'; against any computer, com- c . Unemployment insur- ance, social security puter system or network of benefits, workers' com- ben computers or computer sys- computers ensation and disability including any other b machinery or equipment, in- cluding their control sys- d. Vacation plans, includ- tems, which are accessed ing buy and sell pro - by or integrated into a com- grams; leave of ab- puter, computer system or sence programs, includ- network of computers or ing military, maternity, computer systems. family, and civil leave; tuition assistance plans; 5. "Denial of service attack" transportation and means an attack against a health club subsidies. target computer or network of computers designed to 7. "First effective date" means overwhelm the capacity of the date upon which cover - the target computer or net- age was first effected in a work in order to deny or im- series of uninterrupted re- pede users from gaining ac- newals of insurance cover- cess to the target computer age. or network through the In- ternet. 8. Malware attack" means an attack that damages a com- puter, computer system or Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 18 GA 233 06 23 network of computers or to, "biometric infor- computer systems, including mation"; or any other machinery or equipment, including their b. The adoption and control systems, which are communication of, as accessed by or integrated well as compliance with, into a computer, computer a "privacy policy". system or network of com- "Privacy laws" include, but puters or computer systems, are not limited to, the Euro- or data contained therein pean Union General Data arising from malicious code, Protection Regulation, the including, but not limited to, California, Consumer Priva- viruses, worms, Trojans, cy Act and the Illinois Bio- spyware, keyloggers and metric Information Privacy ransomware. Act. 9. Network security incident" 11. "Privacy policy" means an means a security failure or entity's policy for collection, weakness with respect to a use, storage, disclosure, computer, computer system disposal, sharing, dissemi- or network of computers or nating and correction or computer systems which al- supplementation of person - lowed one or more of the fol- ally identifying information, lowing to happen: including, but not limited to, a. The propagation or for- "biometric information". warding of malware, in- 12. "Privacy violation" means cluding, but not limited failure to comply for any to, viruses, worms, Tro- reason with a "privacy law" jans, spyware, keylog- or "privacy policy". gers and ransomware; (2) The following definitions are de- b. The abetting of a "deni- leted in their entirety and re- al of service attack" placed by the following: against one or more other systems; S. "Employee" means a person actively employed, formerly C. The loss, release or employed, on leave of ab- disclosure of data; sence or disabled, or retired. d. The inability to access a "Employee" includes a computer system; "leased worker". "Employee" does not include a "tempo- e. The unauthorized ac- rary worker". cess to a computer sys- 18. "Suit" means a civil proceed- tem. ing in which money damag- 10. "Privacy law" means any es because of an act, error law, statute or regulation or omission to which this in - enacted or promulgated by surance applies are alleged. or on behalf of any federal, "Suit" includes: state, local or foreign gov- ernmental entity in such en- a. An arbitration proceed- tity's regulatory or official ing in which such dam - capacity that creates legally ages are claimed and to enforceable responsibilities which the insured must with respect to: submit or does submit with our consent; a. The collection, use, storage, disclosure, b. Any other alternative disposal, sharing or die- dispute resolution pro- as well as ceeding in which such ceeding correction or supple- damages are claimed mentation of personally and to which the in - identifying information, sured submits with our including, but not limited consent; or Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 18 c. An appeal of a civil pro- latent defect or any quality in ceeding. property that causes it to 2. Unintentional Failure To Disclose Haz- damage or destroy itself; ards 3) Smog; Section IV - Commercial General Liabil- 4) Mechanical breakdown, in- ity Conditions, 6. Representations is cluding rupture or bursting amended by the addition of the following: caused by centrifugal force; Based on our dependence upon your rep- 5) Settling, cracking, shrinking resentations as to existing hazards, if un- or expansion; intentionally you should fail to disclose all such hazards at the inception date of your 6) Nesting or infestation, or policy, we will not reject coverage under discharge or release of this Coverage Part based solely on such waste products or secre- failure. tions, by insects, birds, ro- dents or other animals; or 3. Damage To Premises Rented To You 7) Presence, growth, prolifera- a. The last paragraph of 2. Exclusions tion, spread or any activity of under Section I - Coverage A - Bod- fungus, including mold or ily Injury And Property Damage Li- mildew, and any mycotoxins, ability is replaced by the following: spores, scents or byproducts produced or released by Exclusions c. through n. do not apply fungi. to damage by fire, explosion, light- ning, smoke or soot to premises while (b) "Property damage" caused di - rented to you or temporarily occupied rectly or indirectly by any of the by you with permission of the owner, following: for which the amount we will pay is limited to the Damage To Premises (i) Earthquake, volcanic erup- Rented To You Limit as described in tion, landslide or any other Section III - Limits Of Insurance. earth movement; b. The insurance provided under Sec- (ii) Water that backs up or over- tion I - Coverage A - Bodily Injury And flows or is otherwise dis- Property Damage Liability applies to charged from a sewer, drain, "property damage" arising out of wa- sump, sump pump or related ter damage to premises that are both equipment; rented to and occupied by you. (iii) Water under the ground sur- As respects Water Damage Legal Li- face pressing on, or flowing ability, as provided in Paragraph 3.b. or seeping through: above: 1) Foundations, walls, The exclusions under Section I - floors or paved surfac- Coverage A - Bodily Injury And Prop- es; erty Damage Liability, 2. Exclusions, 2) Basements, whether other than i. War and the Nuclear paved or not; or Energy Liability Exclusion (Broad Form), are deleted and the following 3) Doors, windows or other are added: openings. This insurance does not apply to: (c) "Property damage" caused by or (a) "Property damage": resulting from water that leaks or flows from plumbing, heating, air (i) Assumed in any contract or conditioning, fire protection sys- agreement; or tems, or other equipment, caused by or resulting from (ii) Caused by or resulting from any freezing, unless: of the following: (i) You did your best to main- 1) Wear and tear; tain heat in the building or 2) Rust or other corrosion, de - structure; or cay, deterioration, hidden or Includes copyrighted material of Insurance GA 233 06 23 Services Office, Inc., with its permission. Page 10 of 18 (ii) You drained the equipment and shut off the water supply if the heat was not main- tained. (d) "Property damage" to: (i) Plumbing, heating, air condi- tioning, fire protection sys- tems, or other equipment or appliances; or (ii) The interior of any building or structure, or to personal property in the building or structure, caused by or re- sulting from rain, snow, sleet or ice, whether driven by wind or not. c. Limit Of Insurance With respect to the insurance afford- ed in Paragraphs 3.a. and 3.b. above, the Damage To Premises Rented To You Limit as shown in the Declara- tions is amended as follows: (1) Paragraph 6. of Section III - Lim- its Of Insurance is replaced by the following: 6. Subject to Paragraph S. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A - Bodily Injury And Property Damage Liability for damages be- cause of "property damage" to any one premises: a. While rented to you, or temporarily occupied by you with permission of the owner; b. In the case of damage by fire, explosion, light- ning, smoke or soot, while rented to you, or c. In the case of damage by water, while rented to and occupied by you. (2) The most we will pay is limited as described in Section B. Limits Of Insurance, 3. Damage To Prem- ises Rented To You of this en- dorsement. 4. Supplementary Payments Under Section I - Supplementary Pay- ments - Coverages A and B: a. Paragraph 1.b. is replaced by the fol- lowing: Up to the limit shown in Section B. Limits Of Insurance, 4.a. Bail Bonds of this endorsement for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage ap- plies. We do not have to furnish these bonds. b. Paragraph 1.d. is replaced by the fol- lowing: 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 the limit shown in Sec- tion B. Limits Of Insurance, 4.b. Loss Of Earnings of this endorsement per day because of time off from work. S. Medical Payments The Medical Expense Limit of Any One Person as shown in the Declarations is amended to the limit shown in Section B. Limits Of Insurance, S. Medical Payments of this endorsement. 6. 180 Day Coverage For Newly Formed Or Acquired Organizations Section II - Who Is An Insured is amended as follows: Subparagraph a. of Paragraph 3. is re- placed by the following: a. Coverage under this provision is af- forded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; 7. Waiver Of Subrogation Section IV - Commercial General Liabil- ity Conditions, 8. Transfer Of Rights Of Recovery Against Others To Us is amended by the addition of the following: We waive any right of recovery against any additional insured under this en- dorsement, because of any payment we make under this endorsement, to whom the insured has waived its right of recov- ery in a written contract, written agree- ment, written permit or written authoriza- tion. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such additional insured prior to loss. Includes copyrighted material of Insurance GA 233 06 23 Services Office, Inc., with its permission. Page 11 of 18 8. Automatic Additional Insured - Speci- per Paragraph 8.a.(1) of this fied Relationships endorsement to provide in- The followingis added to Section II - Such person(s) or surance.a. organization(s) are insureds Who Is An Insured: only with respect to liability (1) Any person(s) or organization(s) for "bodily injury", "property described in Paragraph 8.a.(2) of damage" or "personal and this endorsement (hereinafter re- advertising injury" caused, in ferred to as additional insured) whole or in part, by your whom you are required to add as maintenance, operation or an additional insured under this use of equipment leased to Coverage Part by reason of a you by such person(s) or or - written contract, written agree- ganization(s). A person's or ment, written permit or written organization's status as an authorization. additional insured under this endorsement ends when (2) Only the following persons or or- their contract or agreement ganizations are additional in- with you for such leased sureds under this endorsement, equipment ends. However, and insurance coverage provided this insurance does not ap- to such additional insureds is lim- ply to any "occurrence" ited as provided herein: which takes place after the equipment lease expires. (a) Managers Or Lessors Of Premises (c) Vendors The manager or lessor of a Any person or organization premises leased to you you (referred to below as ven- are required per Paragraph dor) you are required per 8.a.(1) of this endorsement Paragraph 8.a.(1) of this en - to provide insurance, but on- dorsement to provide insur- ly with respect to liability for ance, but only with respect "bodily injury", "property to liability for "bodily injury" damage" or "personal and or "property damage" arising advertising injury" caused, in out of "your products" which whole or in part, by you or are distributed or sold in the those acting on your behalf regular course of the ven- in connection with the own- dor's business, subject to ership, maintenance or use the following additional ex - of that part of the premises clusions: leased to you, subject to the following additional exclu- (i) The insurance afforded sions: the vendor does not apply to: This insurance does not ap- 1) "Bodily injury" or ply to: 'Property damage" (i) Any "occurrence" which for which the ven- takes place after you dor is obligated to cease to be a tenant in pay damages by that premises; reason of the as- sumption of liability (i I) Structural alterations, in a contract or new construction or agreement. This demolition operations exclusion does not performed by or on be- apply to liability for half of such additional damages that the insured. vendor would have (b) Lessor Of Leased Equip- in the absence of ment the contract or agreement; Any person(s) or organiza- tions) from whom you lease 2) Any express war - equipment you are required ranty unauthorized by you; Includes copyrighted material of Insurance GA 233 06 23 Services Office, Inc., with its permission. Page 12 of 18 GA 233 06 23 3) Any physical or ever, this exclusion chemical change in does not apply to: the product made intentionally by the a) The excep- vendor; tions contained in Paragraphs 4) Repackaging, ex- (c)(i)4) or 6) of cept when un- this endorse - packed solely for ment; or the purpose of in- spection, demon- b) Such inspec- stration, testing, or tions, adjust - the substitution of ments, tests or parts under in- servicing as structions from the the vendor has manufacturer, and agreed to then repackaged in make or nor - the original con- mally under- tainer; takes to make in the usual 5) Any failure to make course of such inspections, business, in adjustments, tests connection or servicing as the with the distri- vendor has agreed bution or sale to make or normal- of the prod- ly undertakes to ucts. make in the usual course of busi- (ii) This insurance does not ness, in connection apply to any insured with the distribution person or organization: or sale of the 1) From whom you products; have acquired 6) Demonstration, in- such products, or stallation, servicing any ingredient, part or repair opera- or container, enter- tions, except such ing into, accompa- operations per- nying or containing formed at the ven- such products; or dor's premises in 2) When liability in - connection with the cluded within the sale of the product; "products- 7) Products which, af- completed opera - ter distribution or tions hazard" has sale by you, have been excluded un- been labeled or re- der this Coverage labeled or used as Part with respect to a container, part or such products. ingredient of any (d) State Or Governmental other thing or sub- Agency Or Subdivision Or stance by or for the Political Subdivision - vendor; or Permits Or Authorizations 8) "Bodily injury" or Relating To Premises "property damage" Any state or governmental arising out of the agency or subdivision or po- sole negligence of litical subdivision you are the vendor for its required per Paragraph own acts or omis- 8.a.(1) of this endorsement sions or those of to provide insurance, subject its employees or to the following additional anyone else acting provision: on its behalf. How - Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 13 of 18 This insurance applies only vide for such additional in - with respect to the following sured; and hazards for which the state or governmental agency or (c) Does not apply to any per - subdivision or political sub- son, organization, vendor, division has issued a permit state, governmental agency or authorization in connec- or subdivision or political tion with premises you own, subdivision, specifically rent or control and to which named as an additional in - this insurance applies: sured under any other provi- sion of, or endorsement (i) The existence, mainte- added to, this Coverage nance, repair, construc- Part, provided such other tion, erection or removal provision or endorsement of advertising signs, covers the injury or damage awnings, canopies, cel- for which this insurance ap- lar entrances, coal plies. holes, driveways, man- holes, marquees, hoist b. With respect to the insurance afford - away openings, side- ed to the additional insureds de - walk vaults, street ban- scribed in Paragraph 8.a.(1) of this ners or decorations and endorsement, the following is added similar exposures; to Section III - Limits Of Insurance: (ii) The construction, erec- The most we will pay on behalf of the tion or removal of eleva- additional insured is the amount of in - tors; or surance: (iii) The ownership, mainte- (1) Required by the written contract, nance or use of any el- written agreement, written permit evators covered by this or written authorization described insurance. in Paragraph 8.a.(1) of this en- dorsement. For the purpose of (e) Mortgagee, Assignee Or determining the required amount Receiver of insurance only, we will include the minimum amount of any Um - Any person or organization brella liability or Excess Liability you are required per Para- coverage required for that addi- graph 8.a.(1) of this en- tional insured in that written con- dorsement to provide insur- tract, written agreement, written ance, but only with respect permit or written authorization; or to their liability as mortga- gee, assignee or receiver (2) Available under the applicable and arising out of the own- limits of insurance; ership, maintenance or use whichever is less. of the premises by you. However, this insurance This endorsement shall not increase does not apply to structural the applicable limits of insurance. alterations, new construction and demolition operations c. Section IV - Commercial General performed by or for that per- Liability Conditions is amended to son or organization. include the following: (3) The insurance afforded to addi- Automatic Additional Insured Pro- tional insureds described in Par- vision agraph 8.a.(1) of this endorse- ment: This insurance applies only if the "bodily injury" or "property damage" (a) Only applies to the extent occurs, or the "personal and advertis- permitted by law; ing injury" offense is committed: (b) Will not be broader than that (1) During the policy period; and which you are required by the written contract, written (2) Subsequent to your execution of agreement, written permit or the written contract or written written authorization to pro- agreement, or the issuance of a Includes copyrighted material of Insurance GA 233 06 23 Services Office, Inc., with its permission. Page 14 of 18 9. written permit or written authori- pay in any one "occurrence" re- zation, described in Paragraph gardless of the number of: 8.a.(1). (a) Insureds; d. Section IV - Commercial General Liability Conditions is amended as (b) Claims made or "suits" follows: brought; or Condition 4. Other Insurance is (c) Persons or organizations amended to include: making claims or bringing "suits". Primary And Noncontributory In- surance (2) Deductible Clause This insurance is primary to and will (a) Our obligation to pay dam - not seek contribution from any other ages on your behalf applies insurance available to an additional only to the amount of dam - insured per Paragraph 8.a.(1) of this ages for each "occurrence" endorsement provided that: which are in excess of the Deductible Amount shown in (1) The additional insured is a Section B. Limits Of Insur- Named Insured under such other ance, 9. Property Damage insurance; and To Borrowed Equipment of this endorsement. The limits (2) You have agreed in writing in a of insurance will not be re - contract, agreement, permit or duced by the application of authorization described in 8.a.(2) such deductible amount. of this endorsement that this in- surance would be primary and (b) Section IV - Commercial would not seek contribution from General Liability Conditions, any other insurance available to 2. Duties In The Event Of the additional insured. Occurrence, Offense, Claim Suit, applies to each en Damage To Borrowed Equip- Property Y 9 q P- claim claim or "suit' irrespective of ment the amount. a. The following is added to Exclusion (c) We may pay any part or all 2J. Damage To Property under Sec- of the deductible amount to tion I - Coverage A - Bodily Injury And effect settlement of any Property Damage Liability: claim or "suit" and, upon no - Paragraphs (3) and (4) of this exclu- tification of the action taken, sion do not apply to tools or equip- you shall promptly reim- ment loaned to you, provided they are burse us for such part of the not being used to perform operations deductible amount as has at the time of loss. been paid by us. b. With respect to the insurance provid- 10. Employees As Insureds - Specified ed by this section of the endorse- Health Care Services And Good Samar- ment, the following additional provi- itan Services sions apply: Paragraph 2.a.(1)(d) under Section II - (1) The Limits of Insurance shown in Who Is An Insured does not apply to: the Declarations are replaced by 1) Your "employees" who provide pro - the limits shown in Section B. fessional health care services on your Limits Of Insurance, 9. Property behalf as a duly licensed nurse, Damage To Borrowed Equip- emergency medical technician or ment of this endorsement with paramedic in the jurisdiction where an respect to coverage provided by "occurrence" or offense to which this this endorsement. These limits insurance applies takes place; or are inclusive of and not in addi- tion to the limits being replaced. 2) Your "employees" or "volunteer work - The Limits of Insurance shown in ers", other than an employed or vol- Section B. Limits Of Insurance, unteer doctor, providing first aid or 9. Property Damage To Bor- good samaritan services during their rowed Equipment of this en- work hours for you will be deemed to dorsement fix the most we will be acting within the scope of their Includes copyrighted material of Insurance GA 233 06 23 Services Office, Inc., with its permission. Page 15 of 18 employment by you or performing du- ties related to the conduct of your business. 11. Broadened Notice Of Occurrence Paragraph a. of Condition 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit under Section IV - Com- mercial General Liability Conditions is replaced by the following: a. You must see to it that we are notified as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, no- tice should include: (1) How, when and where the "oc- currence" or offense took place; (2) The names and addresses of any injured persons and wit- nesses; and (3) The nature and location of any injury or damage arising out of the 'occurrence" or offense. This requirement applies only when the 'occurrence" or offense is known to any insured listed under Paragraph 1. of Section II - Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occur- rence" or offense. 12. Nonowned Aircraft The following is added to Exclusion 2.g. Aircraft, Auto Or Watercraft under Sec- tion I - Coverage A - Bodily Injury And Property Damage Liability: This exclusion does not apply to an air- craft you do not own, provided that: a. The pilot in command holds a current effective certificate, issued by a duly constituted authority of the United States of America or Canada, desig- nating that person as a commercial or airline transport pilot; b. The aircraft is rented with a trained, paid crew; and c. The aircraft does not transport per- sons or cargo for a charge. 13. Bodily Injury Redefined Section V - Definitions, 3. "Bodily injury" is replaced by the following: 3. "Bodily injury" means bodily harm or injury, sickness, disease, disability, humiliation, shock, fright, mental an- guish or mental injury, including care, loss of services or death resulting from any of these at any time. 14. Expected Or Intended Injury Redefined The last sentence of Exclusion 2.a. Ex- pected Or Intended Injury under Sec- tion I - Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect per- sons or property. 15. Former Employees As Insureds The following is added to Paragraph 2. under Section II - Who Is An Insured: 2. Each of the following is also an in- sured: Any of your former "employees", di- rectors, managers, members, part- ners or "executive officers", including but not limited to retired, disabled or those on leave of absence, but only for acts within the scope of their em- ployment by you or for duties related to the conduct of your business. 16. Voluntary Property Damage Coverage a. Section I - Coverages is amended to include the following: COVERAGE D - VOLUNTARY PROPERTY DAMAGE COVERAGE (1) Insuring Agreement (a) We will pay the cost to re- pair or replace "property damage" to property of oth- ers arising out of operations incidental to your business when: 1) Damage is caused by you; or 2) Damage occurs while in your possession. At your written request, we will make this payment re- gardless of whether you are at fault for the "property damage". If you, at our request, re- place, or make any repairs to, damaged property of others, the amount we will pay under Voluntary Proper - Includes copyrighted material of Insurance GA 233 06 23 Services Office, Inc., with its permission. Page 16 of 18 ty Damage Coverage will be As used in this definition, determined by your actual electronic data means in - cost to replace or repair the formation, facts or pro - damaged property, exclud- grams, stored as or on, cre- ing any profit or overhead. ated or used on, transmitted to or from computer soft - Apayment we make un- Any P Ym ware, including systems and der Voluntary Property applications software, hard Damage Coverage shall not or floppy disks, CD-ROMs, be interpreted as an admis- tapes, drives, cells, data sion of liability by you or by processing devices or any us. other media which are used It shall be your duty, not our with electronically controlled duty, to defend any claim or equipment. "suit" to which this insurance b. Care, Custody Or Control Liability applies. Coverage No other obligation or liabil- For purposes of the coverage provid- ity to pay sums or perform ed by Care, Custody Or Control Lia- acts or services is covered. bility Coverage in this endorsement (b) This insurance applies to only: "property damage" only if: (1) Section I - Coverage A - Bodily 1) The "property damage" Injury And Property Damage Lia- takes place in the "cov- bility, 2. Exclusions, j. Damage erage territory"; and To Property, Paragraphs (3), (4) and (5) do not apply to "property 2) The "property damage" damage" to the property of oth- occurs during the policy ers described therein. period. (2) It shall be your duty, not our duty, (2) Exclusions to defend any claim or "suit" to which this insurance applies. This insurance does not apply to "property damage" that would be No other obligation or liability to excluded by Coverage A - Bodily pay sums or perform acts or ser- Injury And Property Damage Lia- vices is covered. bility, 2. Exclusions, except for j. This Paragraph (2) supersedes Damage To Property, Para- graphs (3), (4), (5) and (6), k. any provision in the Coverage Damage To Your Product, and I. Part to the contrary. Damage To Your Work. (3) "Property damage" for which (3) Definitions Care, Custody Or Control Liabil- ity Coverage provides coverage For purposes of Voluntary Prop- shall be deemed to be caused by erty Damage Coverage only, the an "occurrence" but shall not following definitions under Sec- serve to limit or restrict the ap- tion V - Definitions are replaced plicability of any exclusion for by the following: "property damage" under this Coverage Part. 13. "Occurrence" means an in - cident, including continuous c. Limits Of Insurance And Deducti- or repeated exposure to bles substantially the same gen- eral harmful conditions that For purposes of the coverage provid- result "property damage". ed by Voluntary Property Damage Coverage and Care, Custody Or Con- 17. "Property damage" means trol Liability Coverage, Section III - physical injury to tangible Limits Of Insurance is amended to property. Electronic data is include the following: not tangible property, and "property damage" does not (1) The Limits of Insurance shown in include disappearance, ab- the Declarations are replaced by straction or theft. the limits shown in Section B. Includes copyrighted material of Insurance GA 233 06 23 Services Office, Inc., with its permission. Page 17 of 18 Limits Of Insurance, 16. Volun- which are in excess of the tary Property Damage Coverage Deductible Amount shown in and Care, Custody Or Control Section B. Limits Of Insur- Liability Coverage in this en- ance, 16. Voluntary Property dorsement. These limits are in- Damage Coverage and clusive of, and not in addition to, Care, Custody Or Control the limits being replaced. The Liability Coverage. The lim- Limits of Insurance shown in the its of insurance will not be Schedule fix the most we will pay reduced by the application regardless of the number of: of such Deductible Amount. (a) Insureds; (b) Section IV - Commercial (b) Claims made or "suits" General Liability Conditions, brought; or 2. Duties In The Event Of g Occurrence, Offense, Claim (c) Persons or organizations Or Suit, applies to each making claims or bringing claim or "suit' irrespective of "suits". the amount. (2) (a) Subject to (3) below, the (c) We may pay any part or all Voluntary Property Damage of the Deductible Amount to Coverage Each Occurrence effect settlement of any Limit Of Insurance is the claim or "suit" and, upon no - most we will pay for the sum tification of the action taken, of damages under Voluntary you shall promptly reim- Property Damage Coverage; burse us for such part of the Deductible Amount as has (b) The Care, Custody Or Con- been paid by us. trol Liability Coverage Each Occurrence Limit Of Insur- 17. Broadened Contractual Liability - Work ance is the most we will pay Within 50' Of Railroad Property for the sum of damages un- Section V - Definitions, 9. "Insured con - der Care, Custody Or Con- tract" is amended as follows: trol Liability Coverage; a. Paragraph c. is replaced by the fol- because of all "property dama " damage" lowing: arising out of any one "occur- rence". c. Any easement or license agree- ment; (3) The Voluntary Property Damage Coverage, Aggregate Limit Of b. Paragraph f.(1) is deleted in its entire - Insurance is the most we will pay ty. for the sum of all damages under Voluntary Property Damage 18. Alienated Premises Coverage. This limit applies sep- Exclusion 2.j. Damage To Property, Para- arately to each "coverage term". graph (2) under Section I - Coverage A - (4) Deductible Clause Bodily Injury And Property Damage Liabil- ity does not apply if the premises are (a) Our obligation to pay dam- "your work". ages on your behalf applies only to the amount of dam- ages for each "occurrence" Includes copyrighted material of Insurance GA 233 06 23 Services Office, Inc., with its permission. Page 18 of 18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CinciPlus° BUSINESS AUTO XC+® (EXPANDED COVERAGE PLUS) ENDORSEMENT This endorsement modifies insurance provided by the following: BUSINESS AUTO COVERAGE FORM With respect to the coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. A. Blanket Waiver of Subrogation SECTION IV - BUSINESS AUTO CONDI- TIONS, A. Loss Conditions, 5. Transfer of Rights of Recovery Against Others to Us is amended by the addition of 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 "prop- erty damage" arising out of the operation of a covered "auto" when you have assumed liabil- ity for such "bodily injury" or "property dam- age" under an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution or the "insured contract'. B. Noncontributory Insurance SECTION IV - BUSINESS AUTO CONDI- TIONS, B. General Conditions, 5. Other In- surance c. is deleted in its entirety and re- placed by the following: c. Regardless of the provisions of Par- agraph a. above, this Coverage Form's Liability Coverage is primary and we will not seek contribution from any other insurance for any lia- bility assumed under an "insured contract" that requires liability to be assumed on a primary noncontributo- ry basis. C. Additional Insured by Contract SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who is an In- sured is amended to include as an insured any person or organization for whom you have agreed in a valid written contract to provide in- surance as afforded by this policy. This provision is limited to the scope of the valid written contract. This provision does not apply unless the valid written contract has been: 1. Executed prior to the accident causing "bodily injury" or "property damage'; and 2. Is still in force at the time of the "accident" causing "bodily injury' or "property dam- age". D. Employee Hired Auto 1. Changes in Liability Coverage The following is added to the SECTION II - COVERED AUTOS LIABILITY COV- ERAGE, A. Coverage, 1. Who is an In- sured: 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. 2. Changes in General Conditions SECTION IV - BUSINESS AUTO CON- DITIONS, B. General Conditions, 5. Other Insurance is deleted in its entirety and replaced by the following: b. 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 in that individual "em- ployee's" name, with your per- mission, while performing duties related to the conduct of your business. Includes copyrighted material of ISO AA 288 01 24 Properties, Inc., with its permission. Page 1 of 4 However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". E. Audio, Visual and Data Electronic Equip- ment SECTION III - PHYSICAL DAMAGE COV- ERAGE, C. Limits of Insurance, 1.b. is de- leted in its entirety and replaced by the follow- ing: b. The most we will pay for all "loss" to au- dio, visual or data electronic equipment and any accessories used with this equipment as a result of any one "acci- dent" is the lesser of: (1) The actual cash value of the dam- aged or stolen property as of the time of the "accident"; (2) The cost of repairing or replacing the damaged or stolen property with oth- er property of like kind and quality; or (3) $2,500. Provided the equipment, at the time of the "loss" is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently in- stalled housing unit as described in Paragraph (1)above-, or (3) An integral part of such equipment. F. Who is an Insured - Amended SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. Who is an In- sured is amended by adding the following: The following are "insureds": 1. Any subsidiary which is a legally incorpo- rated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this cover- age form. However, the insurance afforded by this provision does not apply to any subsidiary that is an "insured" under any other auto- mobile liability policy or would be an "in- sured" under such policy but for termina- tion of such policy or the exhaustion of such policys limits of insurance. 2. Any organization that is newly acquired or formed by you and over which you main- tain majority ownership. The insurance provided by this provision: a. Is effective on the date of acquisition or formation, and is afforded for 180 days after such date; b. Does not apply to "bodily injury' or "property damage" resulting from an "accident" that occurred before you acquired or formed the organization; c. Does not apply to any newly acquired or formed organization that is a joint venture or partnership; and d. Does not apply to an insured under any other automobile liability policy or would be an insured under such a policy but for the termination of such policy or the exhaustion of such poli- cy's limits of insurance. 3. Any of your "employees" while using a covered "auto" in your business or your personal affairs, provided you do not own, hire or borrow that "auto". G. Liability Coverage Extensions - Supple- mentary Payments - Higher Limits SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 2. Coverage Ex- tensions, a. Supplementary Payments is amended by.- 1. Replacing the $2,000 Limit of Insurance for bail bonds with $4,000 in (2); and 2. Replacing the $250 Limit of Insurance for reasonable expenses with $500 in (4). H. Amended Fellow Employee Exclusion SECTION II - COVERED AUTOS LIABILITY COVERAGE, B. Exclusions, 5. Fellow Em- ployee is modified as follows: Exclusion 5. Fellow Employee is deleted. I. Hired Auto - Physical Damage If hired "autos" are covered "autos" for Liability Coverage, then Comprehensive and Collision Physical Damage Coverages as provided un- der SECTION III - PHYSICAL DAMAGE COVERAGE of this Coverage Part are ex- tended to "autos" you hire, subject to the fol- lowing: 1. The most we will pay for "loss" to any hired "auto" is $50,000 or the actual cash value or cost to repair or replace, which- ever is the least, minus a deductible. 2. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage, or $1,000, whichever is less. Includes copyrighted material of ISO AA 288 01 24 Properties, Inc., with its permission. Page 2 of 4 3. Hired Auto - Physical Damage coverage is excess over any other collectible insur- ance. 4. Subject to the above limit, deductible, and excess provisions we will provide cover- age equal to the broadest coverage appli- cable to any covered "auto" you own in- sured under this policy. Coverage includes loss of use of that hired au- to, provided it results from an "accident" for which you are legally liable and as a result of which a monetary loss is sustained by the leasing or rental concern. The most we will pay for any one "accident" is $3,000. If a limit for Hired Auto - Physical Damage is shown in the Schedule, then that limit replac- es, and is not added to, the $50,000 limit indi- cated above and the deductibles shown in the Schedule are applicable. J. Rental Reimbursement SECTION III - PHYSICAL DAMAGE COV- ERAGE is amended by adding the following: We will pay for rental reimbursement ex- penses incurred by you for the rental of an "auto" because of a "loss" to a covered "auto". Payment applies in addition to the otherwise applicable amount of each cov- erage you have on a covered "auto". No deductible applies to this coverage. We will pay only for those expenses in- curred during the policy period beginning 24 hours after the "loss" and ending, re- gardless of the policy's expiration, with the lesser of the following number of days: a. The number of days reasonably re- quired to repair the covered "auto". If "loss" is caused by theft, this number of days is added to the number of days it takes to locate the covered "auto" and return it to you; or b. 30 days. 3. Our payment is limited to the lesser of the following amounts: a. Necessary and actual expenses in- curred: or b. $50 per day. 4. This coverage does not apply while there are spare or reserve "autos" available to you for your operations. 5. We will pay under this coverage only that amount of your rental reimbursement ex- penses which is not already provided for under SECTION III - PHYSICAL DAM- AGE COVERAGE, A. Coverage, 4. Coverage Extensions. K. Transportation Expense - Higher Limits SECTION III - PHYSICAL DAMAGE COV- ERAGE, A. Coverage, 4. Coverage Exten- sions is amended by replacing $30 per day with $50 per day, and $900 maximum with $1,500 maximum in Extension a. Transpor- tation Expenses. L. Airbag Coverage SECTION III - PHYSICAL DAMAGE COV- ERAGE, B. Exclusions, 3.a. is amended by adding the following: However, the mechanical and electrical breakdown portion of this exclusion does not apply to the accidental discharge of an airbag. This coverage for airbags is excess over any other collectible insurance or warranty. M. Loan or Lease Gap Coverage SECTION III - PHYSICAL DAMAGE COVERAGE, C. Limits of Insurance is deleted in its entirety and replaced by the following, but only for private passenger type "autos" with an original loan or lease, and only in the event of a "total loss" to such a private passenger type "auto": a. The most we will pay for "loss" in any one "accident" is the greater of: (1) The amount due under the terms of the lease or loan to which your covered private passenger type "auto" is subject, but will not include: (a) Overdue lease or loan pay- ments: (b) Financial penalties imposed under the lease due to high mileage, excessive use or abnormal wear and tear; (c) Security deposits not re- funded by the lessor; (d) Costs for extended warran- ties, Credit Life Insurance, Health, Accident or Disabil- ity Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases, or Includes copyrighted material of ISO AA 288 01 24 Properties, Inc., with its permission. Page 3 of 4 (2) Actual cash value of the stolen or damaged property. b. An adjustment for depreciation and physical condition will be made in de- termining actual cash value at the time of "loss". 2. SECTION V - DEFINITIONS is amended by adding the following, but only for the purposes of this Loan or Lease Gap Coverage: "Total loss" means a "loss" in which the cost of repairs plus the salvage value ex- ceeds the actual cash value. N. Glass Repair -Waiver of Deductible SECTION III - PHYSICAL DAMAGE COV- ERAGE, D. Deductible is amended by adding the following: No deductible applies to glass damage if the glass is repaired in a manner acceptable to us rather than replaced. O. Duties in the Event of an Accident, Claim, Suit or Loss - Amended SECTION IV - BUSINESS AUTO CONDI- TIONS, A. Loss Conditions, 2. Duties in the Event of Accident, Claim, Suit or Loss, a. is amended by adding the following: This condition applies only when the "acci- dent" 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 manag- er, if you are a corporation; or 4. A member or manager, if you are a lim- ited liability company. P. Unintentional Failure to Disclose Hazards SECTION IV - BUSINESS AUTO CONDI- TIONS, B. General Conditions, 2. Conceal- ment, Misrepresentation or Fraud is amended by adding the following: However, if you unintentionally fail to disclose any hazards existing on the effective date of this Coverage Form, we will not deny cover- age under this Coverage Form because of such failure. Q. Mental Anguish Resulting from Bodily Inju- ry SECTION V - DEFINITIONS, C. "Bodily inju- ry" is deleted in its entirety and replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including men- tal anguish and death sustained by the same person that results from such bodily injury, sickness or disease. "Bodily injury" does not include mental anguish or death that does not result from bodily injury, sickness or disease. R. Coverage for Certain Operations in Con- nection with Railroads With respect to the use of a covered "auto" in operations for or affecting a railroad: 1. SECTION V - DEFINITIONS, H. "Insured contract", 3. is deleted in its entirety and replaced by the following: 3. An easement or license agreement; 2. SECTION V - DEFINITIONS, H. "Insured contract", 6.a. is deleted. Includes copyrighted material of ISO AA 288 01 24 Properties, Inc., with its permission. Page 4 of 4 COMMERCIAL UMBRELLA LIABILITY COVERAGE FORM Various provisions in this Coverage Part restrict this insurance. Read the entire Coverage Part d. Prior to the "coverage term" no in - carefully to determine rights, duties and what is and sured listed under Paragraph 1. of is not covered. Section II - Who Is An Insured and no "employee" authorized by you to give Throughout this Coverage Part the words "you" and or receive notice of an "occurrence" "your" refer to the Named Insured shown in the or claim, knew that the "bodily injury" Declarations, and any other person or organization or "property damage" had occurred, qualifying as a Named Insured under this Coverage in whole or in part, or that the "per - Part. The words "we", "us" and "our" refer to the sonal and advertising injury" offense Company providing this insurance. had been committed, in whole or in part. If such a listed insured or au - The word "insured" means any person or organiza- thorized "employee" knew, prior to tion qualifying as such under SECTION II - WHO IS the "coverage term", that the "bodily AN INSURED. injury" or "property damage" oc- Other words and phrases that appear in quotation curred, or that the "personal and ad - marks have special meaning. Refer to SECTION V vertising injury" offense had been - DEFINITIONS. committed, then any continuation, change or resumption of such "bodily SECTION I - COVERAGE injury", "personal and advertising inju- ry" or "property damage" during or af- A. Insuring Agreement ter the "coverage term" will be 1. We will pay on behalf of the insured the deemed to have been known prior to "ultimate net loss" which the insured is le- the policy period. gally obligated to pay as damages for 4. "Bodily injury" or "property damage" which "bodily injury", personal and advertising occurs during the "coverage term" and injury" or "property damage" to which this was not, prior to the "coverage term", insurance applies: known to have occurred by any insured a. Which is in excess of the "underlying listed under Paragraph 1. of Section II - "employee" Who Is An Insured or any au- insurance"; or thorized by you to give or receive notice of b. Which is either excluded or not in- an "occurrence" or claim, includes any sured by "underlying insurance". continuation, change or resumption of that "bodily injury" or "property damage" after 2. If any limit of insurance, such as a sublim- the end of the "coverage term". it, is specified in the "underlying insur- ance", this insurance does not apply to 5. "Personal and advertising injury" caused "bodily injury", "personal and advertising by an offense which was committed dur- injury" or "property damage" arising out of ing the "coverage term" and was not, prior that exposure unless that limit of insur- to the "coverage term", known to have ance is specified in the Schedule of Un- been committed by any insured listed un- derlying Insurance. der Paragraph 1. of Section II - Who Is An Insured or any "employee" authorized by 3. This insurance applies to "bodily injury", you to give or receive notice of an "occur - "personal and advertising injury" or "prop- rence" or claim, includes any continuation, erty damage" only if: change or resumption of that "personal a. The "bodily injury", "personal and ad- and advertising injury" offense after the "coverage vertising injury" or "property damage" end of the term". is caused by an "occurrence" that 6. "Bodily injury" or "property damage" will be takes place in the "coverage territo- deemed to have been known to have oc- ry"; and curred, or a "personal and advertising in- b. The "bodily injury" or "property dam- jury" offense will be deemed to have been age" occurs during the policy period known to have been committed at the ear - shown in the Declarations; or liest time when any insured listed under Paragraph 1. of Section II - Who Is An In- c. The "personal and advertising injury" sured or any "employee" authorized by results from an "occurrence" that you to give or receive notice of an "occur - takes place during the policy period rence" or claim: shown in the Declarations; and Includes copyrighted material of Insurance US 101 09 20 Services Office, Inc., with its permission. Page 3 of 23 a. Reports all, or any part, of the "bodily injury", "personal and advertising inju- ry" 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", "personal and advertis- ing injury" or "property damage"; or c. Becomes aware by any other means that "bodily injury" or "property dam- age" had occurred or has begun to occur, or that the "personal and ad- vertising injury" offense had been committed or has begun to be com- mitted. 7. The amount we will pay for damages is limited as described in SECTION III - LIM- ITS OF INSURANCE. No other obligation or liability to pay sums or perform acts or services is covered, unless expressly provided for under SECTION I - COVERAGE, C. Defense and Supplemen- tary Payments. B. Exclusions This insurance does not apply to: 1. Asbestos Any liability arising out of, attributable to or any way related to asbestos in any form or transmitted in any manner. 2. Breach of Contract, Failure to Perform, Wrong Description and Violation of Another's Rights "Personal and advertising injury": a. Arising out of breach of contract, ex- cept an implied contract to use an - other's advertising idea in your "ad- vertisement"; b. Arising out of the failure of goods, products or services to conform with any statement of quality or perfor- mance made in your "advertisement"; c. Arising out of the wrong description of the price of goods, products or services stated in your "advertise- ment"; or d. 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 adver- tising injury". 3. Contractual Liability assumption of liability in a contract or agreement. This exclusion does not apply to liability for "bodily injury", "personal and advertising injury" or "property damage": a. That the insured would have in the absence of the contract or agree- ment; or b. Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury", "personal and ad- vertising injury" or "property damage" occurs subsequent to the execution of the contract or agreement. 4. Damage to Impaired Property or Prop- erty Not Physically Injured "Property damage" to "impaired property" or property that has not been physically in- jured, 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. 5. Damage to Property "Property damage" to: a. Property: (1) You own, rent, or occupy, includ- ing any costs or expenses in- curred by you, or any other per- son, organization or entity, for repair, replacement, enhance- ment, restoration or mainte- nance 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 in- sured and arising out of the ownership, maintenance or use of an "auto". b. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those prem- ises; c. Property loaned to you; Any liability for which the insured is obli- d. Personal property in the care, custo- gated to pay damages by reason of the dy or control of the insured; Includes copyrighted material of Insurance US 101 09 20 Services Office, Inc., with its permission. Page 4 of 23 e. That particular part of real property on which you or any contractors or subcontractors working directly or in- directly on your behalf are performing operations, if the "property damage" arises out of those operations; or That particular part of any property that must be restored, repaired or re- placed because "your work" was in- correctly performed on it. Paragraph b. of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs a.(2), c., d., e. and f. of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs c. and d. of this exclusion do not apply to liability assumed under a writ- ten Trailer Interchange agreement. Paragraph f. of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". 6. Damage to Your Product "Property damage" to "your product" aris- ing out of it or any part of it. 7. 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 haz- ard". This exclusion does not apply if the dam- aged work or the work out of which the damage arises was performed on your behalf by a subcontractor. 8. Distribution or Recording of Material or Information in Violation of Law Any liability arising directly or indirectly out of any action or omission that violates or is alleged to violate: a. The Telephone Consumer Protection Act (TCPA), including any amend- ment of or addition to such law; b. The CAN-SPAM Act of 2003, includ- ing any amendment of or addition to such law; c. The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or d. Any federal, state or local statute, or- dinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, dis- posal, collecting, recording, sending, transmitting, communicating or distri- bution of material or information. 9. 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. 10. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "elec- tronic data". However, this exclusion does not apply: (1) To liability for damages because of "bodily injury"; or (2) When such insurance is provided by valid and collectible "underlying in- surance" listed in the Schedule of Underlying Insurance, or would have been provided by such listed "under- lying insurance" except for the ex- haustion by payment of claims of its limits of insurance, and then only for such hazards for which coverage is provided by such "underlying insur- ance", unless otherwise excluded by this Coverage Part. 11. Employer's Liability Limitation Any liability arising from any injury to: a. An "employee" of the insured sus- tained in the "workplace"; b. An "employee" of the insured arising out of the performance of duties re- lated to the conduct of the insured's business; or c. The spouse, child, parent, brother or sister of that "employee" as a conse- quence of a. or b. above. This exclusion applies: a. Whether the insured may be liable as an employer or in any other capacity; and b. To any obligation to share damages with or repay someone else who must pay damages because of the in- jury. Includes copyrighted material of Insurance US 101 09 20 Services Office, Inc., with its permission. Page 5 of 23 This exclusion does not apply when such insurance is provided by valid and collect- ible "underlying insurance" listed in the Schedule of Underlying Insurance, or would have been provided by such listed "underlying insurance" except for the ex- haustion by payment of claims of its limits of insurance, and then only for such haz- ards for which coverage is provided by such "underlying insurance", unless oth- erwise excluded by this Coverage Part. 12. Employment -Related Practices Any liability arising from any injury to: a. A person arising out of any: (1) Refusal to employ that person; (2) Termination of that person's em- ployment; or (3) Other employment -related prac- tices, policies, acts or omissions including but not limited to coer- cion, criticism, demotion, evalua- tion, failure to promote, reas- signment, discipline, defamation, harassment, humiliation, discrim- ination or malicious prosecution directed at that person; or b. The spouse, child, parent, brother or sister of that person as a conse- quence of any injury to that person at whom any of the employment -related practices described in Paragraphs 12.a.(1), (2), or (3) above is directed. This exclusion applies: a. Whether the injury -causing event de- scribed in Paragraphs 12.a.(1), (2), or (3) above occurs before employment, during employment or after employ- ment of that person; b. Whether the insured may be liable as an employer or in any other capacity; and c. To any obligation to share damages with or repay someone else who must pay damages because of the in- jury. 13. Expected or Intended Injury "Bodily injury" or "property damage" which may reasonably be expected to result from the intentional or criminal acts of the insured or which is in fact expected or in- tended by the insured, even if the injury or damage is of a different degree or type than actually intended or expected. However, this exclusion does not apply to: a. "Bodily injury" resulting from the use of reasonable force to protect per- sons or property; or b. "Bodily injury" or "property damage" resulting from the use of reasonable force to prevent or eliminate danger in the operation of "autos" or water- craft. 14. Falsity, Prior Publication, Criminal Act and Media and Internet Type Busi- nesses "Personal and advertising injury": a. Arising out of oral or written publica- tion in any manner of material, if done by or at the direction of the in- sured with knowledge of its falsity; b. Arising out of oral or written publica- tion in any manner of material whose first publication took place before the later of the following: (1) The inception of this Coverage Part; or (2) The "coverage term" in which in- surance coverage is sought; c. Arising out of a criminal act commit- ted by or at the direction of the in- sured; or d. Committed by an insured whose business is: (1) Advertising, broadcasting, pub- lishing or telecasting; (2) Designing or determining content of websites for others; or (3) An Internet search, access, con- tent or service provider. However, Paragraph d. does not ap- ply to Paragraphs 17.a., b., c., d. and i. of "personal and advertising injury" under SECTION V - DEFINITIONS. For the purposes of Paragraph d., the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by it- self, considered the business of ad- vertising, broadcasting, publishing or telecasting. 15. Infringement of Copyright, Patent, Trademark or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, pa- tent, trademark, trade secret or other in- tellectual property rights. Under this ex- clusion, such other intellectual property Includes copyrighted material of Insurance US 101 09 20 Services Office, Inc., with its permission. Page 6 of 23 rights do not include the use of another's advertising idea in your "advertisement". However, this exclusion does not apply to infringement in your "advertisement", of copyright, trade dress or slogan. 16. Pollutant -Auto "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release, emis- sion or escape of "pollutants": (1) That are, or that are contained in any property that is: (a) Being transported or towed by, handled, or handled for movement into, onto or from, an "auto" that an in- sured owns, hires, borrows, rents, leases, or that is op- erated on their behalf in any other fashion; (b) Otherwise in the course of transit by or on behalf of the insured; or (c) Being stored, disposed of, treated or processed in or upon an "auto" that an in- sured owns, hires, borrows, rents, leases, or that is op- erated on their behalf in any other fashion; (2) Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accept- ed by the insured for movement into or onto an "auto" that an in- sured owns, hires, borrows, rents, leases, or that is operated on their behalf in any other fash- ion; or (3) After the "pollutants" or any property in which the "pollutants" are contained are moved from an "auto" that an insured owns, hires, borrows, rents, leases, or that is operated on their behalf in any other fashion to the place where they are finally delivered, disposed of or abandoned by the insured. electrical, hydraulic or mechanical functioning of an "auto" that an in- sured owns, hires, borrows, rents, leases, or that is operated on their behalf in any other fashion or its parts, if: (a) The "pollutants" escape, seep, migrate, or are discharged, dis- persed or released directly from an "auto" part designed by its manufacturer to hold, store, re- ceive or dispose of such "pollu- tants"; and (b) The "bodily injury" or "property damage" does not arise out of the operation of any equipment listed in Paragraphs f.(2) and (3) of the definition of "mobile equipment". However, this exception to Paragraph (1) does not apply if the fuels, lubri- cants, or other operating fluids, ex- haust gases or other similar "pollu- tants" are intentionally discharged, dispersed, emitted or released. Paragraphs (2) and (3) above do not apply to an "occurrence" that occurs away from premises owned by or rented to an insured with respect to "pollutants" not in or upon an "auto" that an insured owns, hires, borrows, rents, leases, or that is operated on their behalf in any other fashion if: (a) The "pollutants" or any property in which the "pollutants" are con- tained are upset, overturned or damaged as a result of the maintenance or use of an "auto" that an insured owns, hires, bor- rows, rents, leases, or that is op- erated on their behalf in any oth- er fashion; and (b) The discharge, dispersal, seep- age, migration, release, emis- sion or escape of the "pollutants" is caused directly by such upset, overturn or damage. b. Any liability caused by "pollutants" and arising from the operation, maintenance, use, "loading or un- loading" of an "auto", for which insur- ance coverage is excluded by "under- lying insurance". Paragraph (1) above does not apply to "bodily injury" or "property damage" 17. Pollutant - Other Than Auto arising from fuels, lubricants, or other a. "Bodily injury" or "property damage" operating fluids, exhaust gases or arising out of the actual, alleged or other similar "pollutants" that are threatened discharge, dispersal, needed for or result from the normal Includes copyrighted material of Insurance US 101 09 20 Services Office, Inc., with its permission. Page 7 of 23 seepage, migration, release, emis- sion or escape of "pollutants": (1) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, Paragraph a.(1) of this exclusion does not apply to the following if such liability is cov- ered by "underlying insurance" listed in the Schedule of Underly- ing Insurance, but only to the ex- tent insurance is provided at the "underlying limit" specified in the Schedule of Underlying Insur- ance for the "underlying insur- ance" listed and subject to all its terms, limitations and conditions: (a) "Bodily injury", if sustained within a building and caused by smoke, fumes, vapor or soot produced by or origi- nating from equipment that is used to heat, cool or de- humidify the building, or equipment that is used to heat water for personal use by the building's occupants or their guests; (b) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor, and the owner or lessee of such premises, site or location has been added to your "underlying insurance" as an additional insured with respect to your ongoing operations or "your work" performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that ad- ditional insured; or (c) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (2) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, stor- age, disposal, processing or treatment of waste; (3) Which are or were at any time transported, handled, stored, treated, disposed of, or pro- cessed as waste by or for any insured or any person or organi- zation for whom you may be le- gally responsible; (4) At or from any premises, site or location on which any insured or any contractors or subcontrac- tors working directly or indirectly on any insured's behalf are per- forming operations, if the "pollu- tants" are brought on or to the premises, site or location in con- nection with such operations by such insured, contractor or sub- contractor. However, Paragraph a.(4) of this exclusion does not apply to the following if such liability is cov- ered by "underlying insurance" listed in the Schedule of Underly- ing Insurance, but only to the ex- tent insurance is provided at the "underlying limit" specified in the Schedule of Underlying Insur- ance for the "underlying insur- ance" listed and subject to all its terms, limitations and conditions: (a) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to per- form the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equip- ment" or its parts, if such fuels, lubricants or other op- erating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not ap- ply if the "bodily injury" or "property damage" arises out of the intentional dis- charge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premis- es, site or location with the intent that they be dis- charged, dispersed or re- leased as part of the opera- tions being performed by such insured, contractor or subcontractor; Includes copyrighted material of Insurance US 101 09 20 Services Office, Inc., with its permission. Page 8 of 23 (b) "Bodily injury" or "property d. Any liability caused by "pollutants", for damage" sustained within a which insurance coverage is exclud- building and caused by the ed by "underlying insurance". release of gases, fumes or vapors from materials 18. Recall of Products, Work or Impaired brought into that building in Property connection with operations Any liability or damages claimed for any being performed by you or loss, cost or expense incurred by you or on your behalf by a contrac- others for the loss of use, withdrawal, re - tor or subcontractor; or call, inspection, repair, replacement, ad- (c) "Bodily injury" or "property justment, removal or disposal of: damage" arising out of heat, a. "Your product"; smoke or fumes from a "hostile fire"; or b. "Your work"; or (5) At or from any premises, site or c. "Impaired Property"; location on which any insured or any contractors or subcontrac- if such product, work or property is with - tors working directly or indirectly drawn or recalled from the market or from on any insured's behalf are per- use by any person or organization be - forming operations, if the opera- cause of a known or suspected defect, tions are to test for, monitor, deficiency, inadequacy or dangerous con - clean up, remove, contain, treat, dition in it. detoxify or neutralize, or in any 19. Unauthorized Use of Another's Name way respond to or assess the ef- or Product fects of, "pollutants". "Personal and advertising injury" arising b. "Personal and advertising injury" aris- out of the unauthorized use of another's ing out of the actual, alleged or name or product in your e-mail address, threatened discharge, dispersal, domain name or metatag or any other seepage, migration, release, escape similar tactics to mislead another's poten- or emission of "pollutants" at any tial customers. time. 20. War c. Any loss, cost or expense arising out of any: Any liability, however caused, arising di- rectly or indirectly, out of: (1) Request, demand, order or stat- utory or regulatory requirement a. War, including undeclared or civil that any insured or others test war; for, monitor, clean up, remove, contain, treat, detoxify or neutral- b. Warlike action by a military force, in- ize, or in any way respond to, or cluding action in hindering or defend - assess the effects of, "pollu- ing against an actual or expected at- tants"; or tack by any government, sovereign or authority using military personnel or (2) Claim or suit by or on behalf of a other agents; or governmental authority for dam- ages because of testing for, c. Insurrection, rebellion, revolution, monitoring, cleaning up, remov- usurped power or action taken by ing, containing, treating, detoxify- governmental authority in hindering ing or neutralizing, or in any way or defending against any of these. responding to, or assessing the 21. Workers' Compensation effects of, "pollutants". Any liability or obligation of the insured However, this Paragraph c, does not under any workers' compensation, unem- apply to liability for damages because ployment compensation, disability benefits of "property damage" that the insured or similar law. However, this exclusion would have in the absence of such does not apply to liability of others as - request, demand, order or statutory sumed by you under an "insured contract" or regulatory requirement, or such in existence at the time of "occurrence". claim or "suit" by or on behalf of a governmental authority. C. Defense and Supplementary Payments 1. We will have the right and duty to defend the insured against any "suit" seeking Includes copyrighted material of Insurance US 101 09 20 Services Office, Inc., with its permission. Page 9 of 23 damages because of "bodily injury", "per- sonal and advertising injury" or "property damage" to which this insurance applies. We will have no duty to defend the in- sured against any "suit" seeking damages for "bodily injury", "personal and advertis- ing injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occur- rence" and settle any claim or "suit" that may result when: a. The applicable limits of the "underly- ing insurance" and any other insur- ance have been exhausted by pay- ment of claims; or b. Damages are sought for "bodily inju- ry", "personal and advertising injury" or "property damage" which are not covered by "underlying insurance" or other insurance. 2. Our right and duty to defend ends when the applicable Limit of Insurance, as stat- ed in the Declarations, has been exhaust- ed by payment of claims. 3. We have no duty to investigate, settle or defend any claim or "suit" other than those circumstances described in Para- graph C.1. However, we do have the right to participate in the investigation, settle- ment or defense of any claim or "suit" to which this insurance applies. If we exer- cise this right, we will do so at our ex- pense. 4. If there is no underlying insurer or other insurance obligated to do so, we will pay the following when we provide a defense: a. All expenses we incur. b. The cost of bail bonds up to $3,000 (including bonds for related traffic law violations) required because of an "occurrence" we cover. We do not have to furnish these bonds. c. The cost of bonds to appeal a judg- ment or award in any claim or "suit" we defend and the cost of bonds to release attachments, but only for bond amounts within the applicable Limits of Insurance. We do not have to furnish these bonds. fees or attorneys' expenses taxed against the insured. 5. If there is no underlying insurer obligated to do so, we will pay the following for an "occurrence" to which this insurance ap- plies, even if we have no duty to provide a defense: Prejudgment interest awarded against the insured on that part of the judgment we become obligated to pay and which falls within the appli- cable Limit of Insurance. If we make an offer to pay the applicable Limits of Insurance, we will not pay any pre- judgment interest based on the peri- od of time after the offer. b. All interest awarded against the in- sured on the full amount of any judgment that accrues: (1) After entry of the judgment; and (2) Before we have paid, offered to pay or deposited in court the part of the judgment that is within the applicable Limit of Insurance. 6. The payments described in Paragraphs 4. and 5. above will not reduce the Limits of Insurance provided by this Coverage Part when defense or supplementary pay- ments provided by the "underlying insur- ance" do not reduce their Limits of Insur- ance. However, when defense or supple- mentary payments provided by the "un- derlying insurance" reduce their Limits of Insurance then such expense payments paid by us will reduce the Limits of Insur- ance provided by this Coverage Part. 7. If we are prevented by law or otherwise from carrying out any of the provisions of SECTION I - COVERAGE, C. Defense and Supplementary Payments, we will pay any expense incurred with our written consent. SECTION II - WHO IS AN INSURED 1. Except for liability arising out of the ownership, maintenance, occupancy or use of an "auto": a. If you are designated in the Declarations as: (1) An individual, you and your spouse d. Reasonable expenses incurred by are insureds, but only with respect to the insured at our request to assist us the conduct of a business of which in the investigation or defense of the you are the sole owner. claim or "suit", including the actual loss of earnings. (2) A partnership orjoint venture, you are an insured. Your members, partners e. All court costs taxed against the in- and their spouses are also insureds, sured in the "suit". However, these but only with respect to the conduct payments do not include attorneys' of your business. Includes copyrighted material of Insurance US 10109 20 Services Office, Inc., with its permission. Page 10 of 23 b. (3) A limited liability company, you are an (4) Your legal representative if you die, insured. Your members are also in- but only with respect to duties as sureds, but only with respect to the such. conduct of your business. Your man- agers are insureds, but only with re- 2. Only with respect to liability arising out of the spect to their duties as your manag- ownership, maintenance, occupancy or use of ers. an "auto": (4) An organization other than a partner- a. You are an insured. ship, joint venture, or limited liability b. Anyone else while using with your permis- company, you are an insured. Your sion an "auto" you own, hire or borrow is "executive officers" and directors are also an insured except: insureds, but only with respect to their duties as your officers or direc- (1) The owner or any other person or or - tors. Your stockholders are also in- ganization (except your "executive of- sureds, but only with respect to their ficers" or principals) from whom you liability as stockholders. Each of the hire or borrow an "auto", unless such following is also a Named Insured: persons or organizations are in- sureds in your "underlying insurance" (a) Any "subsidiary" company of listed in the Schedule of Underlying such organization, including any Insurance, and then only for such "subsidiary" of such "subsidiary": hazards for which coverage is pro- 1) Existing at the inception of vided by such "underlying insurance". this Coverage Part; or This exception does not apply if the "auto" is a trailer or semi -trailer con- 2) Formed or acquired on or nected to an "auto" you own. after the inception of this Coverage Part. (2) Your "employee", if the "auto" is owned by that "employee" or a mem- (b) Any other company controlled ber of his or her household, unless: and actively managed by such organization or any "subsidiary" (a) Such "employee" is an insured thereof: with respect to that "auto" in the "underlying insurance" listed in 1) At the inception of this Cov- the Schedule of Underlying In- erage Part; or surance, and then only for such hazards for which coverage is 2) If the control and active provided by such "underlying in - management thereof is ac- surance"; or quired on or after the incep- tion of this Coverage Part. (b) The "bodily injury" or "property damage" is sustained by a co- (5) A trust, you are an insured. Your trus- "employee" of such "employee". tees are also insureds, but only with respect to their duties as trustees. (3) Someone using an "auto" while he or she is working in a business of sell- Each of the followingis also an insured: ing, servicing, repairing, parking or (1) Any "employee" of yours while acting storing "autos", unless that business within the scope of their duties as is yours. such. (4) Anyone other than your "employees", (2) Any person or organization while act- partners (if you are a partnership), ing as your real estate manager. members (if you are a limited liability company), or a lessee or borrower or (3) Any person or organization having any of their "employees", while mov- proper temporary custody of your ing property to or from an "auto". property if you die, but only: c. Anyone liable for the conduct of an in - (a) With respect to liability arising sured described in Paragraphs 2.a. and b. out of the maintenance or use of above is also an insured, but only if they that property; and are provided insurance coverage for such liability by valid and collectible "underlying (b) Until your legal representative insurance" listed in the Schedule of Un- has been appointed. derlying Insurance and then only for such hazards for which coverage is provided by such "underlying insurance". Includes copyrighted material of Insurance US 101 09 20 Services Office, Inc., with its permission. Page 11 of 23 3. At your option and subject to the terms and tributed to operations at only a single conditions of this insurance, any other person location, then the Aggregate Limit or organization not addressed by Paragraphs described in 2.c. above applies sepa- l. and 2. above, but covered in the "underlying rately to each location owned by, or insurance" listed in the Schedule of Underlying rented or leased to you. Insurance are also insureds, but only to the ex- tent that insurance is provided for such person (2) Of your construction projects solely or organization by the "underlying insurance". with respect to damages which are the result of a claim or "suit" for "bodi- No person or organization is an insured with re- ly injury" or "property damage" which spect to the conduct of any current or past partner- can be attributed only to ongoing op - ship, joint venture, or limited liability company that erations and only at a single con - is not shown as a Named Insured in the Declara- struction project, then the Aggregate tions. Limit described in 2.c. above applies separately to each of your construc- SECTION III - LIMITS OF INSURANCE tion projects. 1. The Limits of Insurance shown in the Declara- b. Only with respect to the application of tions and the rules below fix the most we will Limits of Insurance described in 3.a. pay regardless of the number of: above, the following terms location and a. Insureds; construction project will have the following meanings: b. Claims made, "suits" brought or number of vehicles involved or insured; or (1) Location means premises involving the same or connecting lots, or prem- c. Persons or organizations making claims ises whose connection is interrupted or bringing "suits". only by a street, roadway, waterway or right-of-way of a railroad. 2. The Aggregate Limit is the most we will pay for all damages: (2) Construction project means a loca- tion you do not own, rent or lease a. Included in the "products -completed op- where ongoing improvements, altera- erations hazard"; tions, installation, demolition or b. Because of "bodily injury" by disease sus- maintenance work is performed by tained by your "employees" arising out of you or on your behalf. All connected and in the course of their employment by ongoing improvements, alterations, you; or installation, demolition or mainte- nance work performed by you or on c. Because of "bodily injury", "personal and your behalf at the same location for advertising injury" or "property damage" the same persons or entities, no mat - not included within a. or b. above. How- ter how often or under how many dif- ever, this Aggregate Limit will not apply to ferent contracts, will be deemed to be damages which are not subject to an Ag- a single construction project. gregate Limit in the "underlying insur- ance". 4. Subject to the limits described in 2. and 3. above, the Each Occurrence Limit is the most The Aggregate Limit applies separately to a., we will pay for the "ultimate net loss": b. and c. The Aggregate Limit described in c. will apply only to damages not subject to a. or a. In excess of the applicable limits of "un- b. above. derlying insurance"; or 3. Subject to the Limit of Insurance described in b. If an "occurrence" is not covered by "un- 2.c. above: derlying insurance", but covered by the terms and conditions of this Coverage a. Only in the event that "underlying insur- Part, ance" specifically listed in the Schedule of Underlying Insurance provides an annual for all "bodily injury", "personal and advertising Aggregate Limit of Insurance for damages injury" and "property damage" arising out of that would not be subject to 2.a. or b. any one "occurrence". above that is applicable separately to We will not pay more than the Limit of Insur- each: ance shown in this Coverage Part's Declara- (1) Location owned by, or rented or tions for each "occurrence" because any Per - leased to you solely with respect to sonal Umbrella Liability Policy(ies) is/are at - damages which are the result of a tached to this policy. claim or "suit" for "bodily injury" or "property damage" which can be at - Includes copyrighted material of Insurance US 101 09 20 Services Office, Inc., with its permission. Page 12 of 23 Subject to, and included within, the Limit of Insurance described in 4. above, we will not pay more than the limit of insurance required for the layer of insurance provided by this Coverage Part on behalf of: a. An additional insured, as set forth in SECTION II - WHO IS AN INSURED, Paragraph 3; or b. A party you have agreed to indemnify in an "insured contract". 6. Subject to the limits described in 2., 3., 4. and 5. above and to the terms and conditions of the "underlying insurance": a. If the limits of "underlying insurance" have been reduced by payment of claims, this Coverage Part will continue in force as excess of the reduced "underlying insur- ance"; or b. If the limits of "underlying insurance" have been exhausted by payment of claims, this Coverage Part will continue in force as "underlying insurance". 7. The Limits of Insurance of this Coverage Part apply separately to each "coverage term". SECTION IV- CONDITIONS 1. Appeals If the insured or any insurer who provides the applicable "underlying insurance" elects not to appeal a judgment which exceeds the "under- lying limit", we may elect to do so at our own expense. We shall be liable for the taxable costs and disbursements and interest inci- dental thereto, but in no event shall this provi- sion increase our liability beyond: a. Our applicable Limits of Insurance for all "ultimate net loss"; b. Our applicable Defense and Supplemen- tary Payments as described in SECTION - COVERAGE, C. Defense and Supple- mentary Payments; and c. The expense of such appeal. 2. Audit If this Coverage Part is subject to Audit, as in- dicated in the Declarations, then the following Condition applies: a. The premium shown in the Premium Computation Endorsement as Advance Premium is a deposit premium. At the close of each audit period, we will com- pute the earned premium for that period. If: (1) The earned premium is less than the deposit premium, we will return the excess to the first Named Insured; or (2) The earned premium is greater than the deposit premium, the difference will be due and payable to us by the first Named Insured upon notice from us. The due date for audit and retro- spective premiums is the date shown as the due date on the bill. However, in no event will the earned pre- mium be less than the Minimum Premium stated in the Premium Computation En- dorsement. b. The first Named Insured must keep rec- ords of the information we need for pre- mium computation and send us copies at such times as we may request. 3. Bankruptcy Bankruptcy or insolvency of the insured or the insured's estate shall not relieve us of any ob- ligations under this Coverage Part. 4. Duties in the Event of Occurrence, Claim or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" which may result in a claim or "suit". To the extent possible, notice should include: (1) How, when and where the "occur- rence" took place; (2) The names and addresses of any in- jured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occur- rence". This requirement applies only when the "occurrence" is known to an "authorized representative". b. If a claim is made or "suit" is brought against any insured you must: (1) Immediately record the specifics of the claim or "suit" and the date re- ceived; and (2) 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. This requirement will not be considered breached unless the breach occurs after such claim or "suit" is known to an "au- thorized representative". Includes copyrighted material of Insurance US 10109 20 Services Office, Inc., with its permission. Page 13 of 23 c. You and any other involved insured must: 7. Liberalization (1) Immediately send us copies of any demands, notices, summonses or le- gal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any ex- pense, other than for first aid, without our consent. 5. First Named Insured The person or organization first named in the Declarations will act on behalf of all other in- sureds where indicated in this Coverage Part. 6. Legal Action Against Us and Loss Pay- ments No legal action may be brought against us unless there has been full compliance with all the terms of this Coverage Part nor until the amount of the insured's obli- gation to pay has been finally determined as provided below. No person or organi- zation has any right under this Coverage Part to bring us into any action to deter- mine the liability of the insured. b. We shall be liable for payment of the "ul- timate net loss" for any "occurrence" to which this Coverage Part applies: (1) For "occurrences" not covered by "underlying insurance"; or (2) In excess of the "underlying limit" ap- plicable to the "occurrence" only after the insurers who provide the applica- ble "underlying insurance" have paid or become obligated to pay the amount of the "underlying limit" appli- cable to the "occurrence". Our payment will be made following final determination of the amount of the in- sured's obligation to pay either by final judgment against the insured or by written agreement with the insured, the claimant, the underlying insurers and us. If, within 60 days prior to the beginning of this Coverage Part or during the policy period, we make any changes to any forms or endorse- ments of this Coverage Part for which there is currently no separate premium charge, and that change provides more coverage than this Coverage Part, the change will automatically apply to this Coverage Part at the latter of: a. The date we implemented the change in your state; or b. The date this Coverage Part became ef- fective; and will be considered as included until the end of the current policy period. We will make no ad- ditional premium charge for this additional coverage during the interim. 8. Maintenance of Underlying Insurance a. While this Coverage Part is in effect, the insured shall maintain in force the "under- lying insurance" listed in the Schedule of Underlying Insurance as collectible insur- ance. The terms, conditions and en- dorsements of "underlying insurance" will not materially change and renewals or re- placements of "underlying insurance" will not be more restrictive in coverage. Limits of "underlying insurance" will not be reduced, except for any reduction or ex- haustion in the aggregate limits of insur- ance due to payment of claims which are in accordance with SECTION I - COVER- AGE, A. Insuring Agreement, Paragraph 2. of this Coverage Part. In the event you fail or neglect to maintain "underlying insurance" as required, this Coverage Part will apply as though such "underlying insurance" was in force and collectible at the time a claim is presented to us which is in accordance with SEC- TION I - COVERAGE, A. Insuring Agreement, Paragraph 2. of this Cover- age Part. The limits of "underlying insurance" shall be deemed applicable, regardless of any defense which the insurer who provides the "underlying insurance" may assert be- cause of the insured's failure to comply with any Condition of the policy or the ina- bility of the insurer to pay by reason of bankruptcy or insolvency. e. You must notify us in writing as soon as practicable when any "underlying insur- ance" is no longer in effect or the limits or scope of coverage of any "underlying in- surance" is changed. Includes copyrighted material of Insurance US 10109 20 Services Office, Inc., with its permission. Page 14 of 23 9. Other Insurance a. 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 ap- ply to insurance specifically written as ex- cess 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 a duty to defend the insured against that "suit". If no other insurer defends and coverage is otherwise applicable, we will have the right, but not the duty to under- take to do so, provided that whomever we agree to defend and the Named Insured assign their rights to us under the policies of the insurers who did not defend. Such assignment must be in writing. b. When this insurance is excess over other insurance, we will pay only our share of the "ultimate net loss" that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. 10. Premium The premium for this Coverage Part shall be as stated in the Declarations. The advance and anniversary premiums are not subject to adjustment, except as stated in the Declara- tions, or as stated in an endorsement issued by us to form a part of this Coverage Part. You shall maintain records of such information as is necessary for premium computation, and shall, if requested by us, send copies of such records to us at the end of the "coverage term" and at such times during the policy period as we may direct. 11. Representations By acceptance of this Coverage Part, you agree that the statements in the Declara- tions are your agreements and represen- tations, that this Coverage Part is issued in reliance upon the truth of such repre- sentations and that this Coverage Part embodies all agreements existing be- tween you and us or any of our agents re- lating to this insurance. b. However, to the extent that the following applies in the "underlying insurance" listed specifically in the Schedule of Underlying Insurance, it will also apply to this Cover- age Part: Based on our reliance upon your repre- sentations as to existing hazards, if unin- tentionally you should fail to disclose all such hazards at the inception date of this Coverage Part, we will not reject coverage under this Coverage Part based solely on such failure. 12. 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 In- sured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit' is brought. 13. Transfer of Rights of Recovery Against Others to Us a. If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are trans- ferred 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. b. Any recoveries shall be applied as follows: (1) First, we will reimburse anyone, in- cluding the insured, the amounts ac- tually paid by them that were in ex- cess of our payments; (2) Next, we will be reimbursed to the ex- tent of our actual payment; and (3) Lastly, any amounts left after meeting the obligations outlined in (1) and (2) above will be distributed to anyone else known to us at the time a recov- ery is made and who is legally enti- tled to such recovery. Expenses incurred in the recovery shall be apportioned among all interests in the ratio of their respective recoveries as fi- nally settled. If there is no recovery as a result of our attempts, we shall bear all of the recovery expenses. c. If prior to an 'occurrence" to which this Coverage Part would apply, you and the issuer of your applicable "underlying in- surance" listed specifically in the Sched- ule of Underlying Insurance waive any right of recovery against a person or or- ganization for injury or damage, we will al- so waive any rights we may have against such person or organization. Includes copyrighted material of Insurance US 101 09 20 Services Office, Inc., with its permission. Page 15 of 23 14. When We Do Not Renew 3. "Auto" means: If we decide not to renew this Coverage Part, we will mail or deliver to the first Named In- sured 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 suf- ficient proof of notice. SECTION V - DEFINITIONS 1. "Advertisement' means a notice that is broad- cast or published to the general public or spe- cific market segments about your goods, products or services for the purpose of attract- ing customers or supporters. "Advertisement' includes a publicity article. For the purposes of this definition: a. Notices that are published include materi- al placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an "advertisement". 2. "Authorized representative" means: a. If you are: (1) An individual, you and your spouse are "authorized representatives". (2) A partnership or joint venture, your members, your partners, and their spouses are "authorized representa- tives". (3) A limited liability company, your members and your managers are "authorized representatives". (4) An organization other than a partner- ship, joint venture or limited liability company, your "executive officers" and directors are "authorized repre- sentatives". Provided you are not a publicly traded organization, your stockholders are also "authorized representatives". (5) A trust, your trustees are "authorized representatives". b. Your "employees" assigned to manage your insurance program, or assigned to give or receive notice of an 'occurrence", claim or "suit' are also "authorized repre- sentatives". a. Any land motor vehicle, trailer or semi- trailer designed for travel on public roads; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. "Auto" does not include "mobile equipment". 4. 'Bodily injury" means bodily harm or injury, sickness, disease, disability, humiliation, shock, fright, mental anguish or mental injury, including care, loss of services or death result- ing from any of these at any time. 5. "Coverage term" means the following individu- al increment, or if a multi -year policy period, increments, of time, which comprise the policy period of this Coverage Part: The year commencing on the Effective Date of this Coverage Part at 12:01 AM standard time at your mailing address shown in the Declarations, and if a multi- year policy period, each consecutive an- nual period thereafter, or portion thereof if any period is for a period of less than 12 months, constitute individual "coverage terms". The last "coverage term" ends at 12:00 AM standard time at your mailing address shown in the Declarations on the earlier of: (1) The day the policy period shown in the Declarations ends; or (2) The day the policy to which this Cov- erage Part is attached is terminated or cancelled. b. However, if after the issuance of this Cov- erage Part, any "coverage term" is ex- tended for an additional period of less than 12 months, that additional period of time will be deemed to be part of the last preceding "coverage term". 6. "Coverage territory" means anywhere. 7. "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 con- trolled equipment. 8. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". Includes copyrighted material of Insurance US 101 09 20 Services Office, Inc., with its permission. Page 16 of 23 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any similar governing document. 10. "Hostile fire" means one that becomes uncon- trollable or breaks out from where it was in- tended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be de- fective, deficient, inadequate or danger- ous; or b. You have failed to fulfill the terms of a contract or agreement, if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that indemnifies any person or organization for "property dam- age" by fire or explosion 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, ex- cept in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in con- nection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agree- ment pertaining to your business, other than a contract or agreement pertaining to the rental or lease of any "auto", (including an indemnification of a municipality in connection with work performed for a mu- nicipality) under which you assume the tort liability of another party to pay for "bodily injury", "property damage" or "per- sonal and advertising injury" 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; or g. That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your "employees", of any "auto". However, such contract or agreement shall not be considered an "insured con- tract" to the extent that it obligates you or any of your "employees" to pay for "prop- erty damage" to any "auto" rented or leased by you or any of your "employees". Paragraphs f. and g. do not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily inju- ry", "property damage" or "personal and advertising injury" arising out of construc- tion or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing. However, if such liability is insured by val- id and collectible "underlying insurance" as listed in the Schedule of Underlying In- surance, this Paragraph (1) shall not ap- ply for such hazards for which insurance coverage is afforded by such "underlying insurance"; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to pre- pare or approve maps, shop draw- ings, 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 pri- mary cause of the injury or damage; (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for injury or damage arising out of the in- sured's rendering or failure to render pro- fessional services, including those listed in Paragraph (2) above and supervisory, inspection, architectural or engineering activities; (4) That indemnifies an advertising, public re- lations or media consulting firm for "per- sonal and advertising injury" arising out of the planning, execution or failure to exe- cute marketing communications pro- grams. Marketing communications pro- grams include but are not limited to com- prehensive marketing campaigns; con- sumer, trade and corporate advertising for all media; media planning, buying, moni- toring and analysis; direct mail; promotion; sales materials; design; presentations; point -of -sale materials; market research; Includes copyrighted material of Insurance US 10109 20 Services Office, Inc., with its permission. Page 17 of 23 public relations and new product devel- opment; (5) Under which the insured, if an advertising, public relations or media consulting firm, assumes liability for "personal and adver- tising injury" arising out of the insured's rendering or failure to render professional services, including those services listed in Paragraph (4), above; (6) That indemnifies a website designer or content provider, or Internet search, ac- cess, content or service provider for injury or damage arising out of the planning, ex- ecution or failure to execute Internet ser- vices. Internet Services include but are not limited to design, production, distribu- tion, maintenance and administration of websites and web -banners; hosting web - sites; registering domain names; register- ing with search engines; marketing analy- sis; and providing access to the Internet or other similar networks; (7) Under which the insured, if a website de- signer or content provider, or Internet search, access, content or service provid- er, assumes liability for injury or damage arising out of the insured's rendering or failure to render Internet services, includ- ing those listed in Paragraph (6), above; (8) That pertains to the loan, lease or rental of an "auto" to you or any of your "em- ployees", if the "auto" is loaned, leased or rented with a driver; or (9) That holds a person or organization en- gaged in the business of transporting property by "auto" for hire harmless for your use of an "auto" over a route or terri- tory that person or organization is author- ized to serve by public authority. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agree- ment between you and the labor leasing firm to perform duties related to the conduct of your business. "Leased worker" includes supervi- sors furnished to you by the labor leasing firm. "Leased worker" does not include a "tempo- rary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; but "loading or unloading" does not include the movement of property by means of a mechan- ical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, dig- gers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self- propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and genera- tors, including spraying, welding, building cleaning, geophysical explo- ration, lighting and well -servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not con- struction or resurfacing; or (c) Street cleaning; b. While it is in or on an aircraft, watercraft (2) Cherry pickers and similar devices or "auto"; or mounted on automobile or truck chassis and used to raise or lower c. While it is being moved from an aircraft, workers; and watercraft or "auto" to the place where it is (3) Air compressors, pumps and genera - finally delivered; tors, including spraying, welding, Includes copyrighted material of Insurance US 10109 20 Services Office, Inc., with its permission. Page 18 of 23 building cleaning, geophysical explo- ration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulso- ry or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Any land vehicle subject to a compulsory or financial responsibility law or other motor vehicle insurance law is consid- ered an "auto". 16. "Occurrence" means: a. An accident, including continuous or re- peated exposure to substantially the same general harmful conditions, that results in "bodily injury" or "property damage"; or b. An offense that results in "personal and advertising injury". All damages arising from the same accident, continuous or repeated exposure to substan- tially the same general harmful conditions, act or offense shall be deemed to arise from one "occurrence" regardless of: (1) The frequency of repetition; (2) The number or kind of media used; or (3) The number of claimants. 17. "Personal and advertising injury" means injury, including "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. Abuse of process; d. The wrongful eviction from, wrongful entry into, or invasion of the right of private oc- cupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; e. Defamation of character, including oral or written publication, in any manner, of ma- terial that slanders or libels a person or organization or disparages a person's or organization's goods, products or ser- vices; f. Oral or written publication, in any manner, of material that violates a person's right of privacy; g. The use of another's advertising idea in your "advertisement"; I. Discrimination, unless insurance cover- age therefor is prohibited by law or stat- ute. 18. "Pollutants" mean any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, petroleum, petroleum products and petroleum by-products, and waste. Waste in- cludes materials to be recycled, reconditioned or reclaimed. "Pollutants" include, but are not limited to, substances which are generally rec- ognized in industry or government to be harm- ful or toxic to persons, property or the envi- ronment regardless of whether the injury or damage is caused directly or indirectly by the "pollutants" and whether: a. The insured is regularly or otherwise en- gaged in activities which taint or degrade the environment; or b. The insured uses, generates or produces the "pollutant". 19. "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 complet- ed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been complet- ed. (b) 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. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, mainte- nance, correction, repair or replace- ment, but which is otherwise com- plete, will be treated as completed. b. Does not include "bodily injury" or "proper- ty damage" arising out of: in upon another's copyright, trade (1) The transportation of property, unless h. Infringing g pthe injury or damage arises out of a dress or slogan in your "advertisement"; condition in or on a vehicle not owned or or operated by you, and that condition Includes copyrighted material of Insurance US 10109 20 Services Office, Inc., with its permission. Page 19 of 23 was created by the "loading or un- loading" of that vehicle by any in- sured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to or destruction of tangible property including all resulting loss of use. All such loss of use shall be deemed to occur at the time of the physical injury or destruction 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. 21. "Subsidiary" means any organization in which more than 50% of the outstanding securities or voting rights representing the present right to vote for election of directors is owned or con- trolled, directly or indirectly, in any combina- tion, by one or more of the Named Insureds. 22. "Suit" means a civil proceeding in which mon- ey damages because of "bodily injury", "per- sonal and advertising injury" or "property dam- age" to which this insurance applies are al- leged. "Suit" includes: a. An arbitration proceeding in which such money damages are claimed and to which the insured must submit or does submit with our consent; b. Any other alternative dispute resolution proceeding in which such money damag- es are claimed and to which the insured submits with our consent; or c. An appeal of a civil proceeding. 23. "Temporary worker" means a person who is furnished to you to: a. Substitute for a permanent "employee" on leave; or b. Meet seasonal or short-term workload conditions. 24. "Ultimate net loss" means the sum actually paid or payable in the settlement or satisfac- tion of the insured's legal obligation for dam- ages, covered by this insurance, either by ad- judication or compromise. "Ultimate net loss" does not include Defense and Supplementary Payments as described in SECTION I - COV- ERAGE, C. Defense and Supplementary Payments of this Coverage Part. 25. "Underlying insurance" means the insurance listed in the Schedule of Underlying Insurance and the insurance available to the insured un- der all other insurance policies applicable to the "occurrence". "Underlying insurance" also includes any type of self-insurance or alterna- tive method by which the insured arranges for funding of legal liabilities that affords coverage that this Coverage Part covers. 26. "Underlying limit" means the total of the appli- cable limits of all "underlying insurance" less the amount, if any, by which the applicable lim- it of the applicable policy listed in the Schedule of Underlying Insurance has been reduced solely by payment of loss resulting from claims which are in accordance with SECTION I - COVERAGE, A. Insuring Agreement, Para- graph 2. of this Coverage Part. 27. "Workplace" means that place and during such hours to which the "employee" sustaining injury was assigned by you, or any other per- son or entity acting on your behalf, to work on the date of "occurrence". 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 ac- quired; and (2) Containers (other than vehicles), ma- terials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your product; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 29. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and Includes copyrighted material of Insurance US 101 09 20 Services Office, Inc., with its permission. Page 20 of 23 (2) Materials, parts or equipment fur- nished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of 'your work"; and (2) The providing of or failure to provide warnings or instructions. Includes copyrighted material of Insurance US 101 09 20 Services Office, Inc., with its permission. Page 21 of 23 NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY COVERAGE PART A. SECTION I - COVERAGE, B. Exclusions is modified to add the following: This insurance does not apply to: 1. Any liability: a. With respect to which an insured un- der this Coverage Part is also an in- sured under a nuclear energy liability policy issued by Nuclear Energy Lia- bility Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or any of their successors, or would be an insured under any such policy but for its termination up- on exhaustion of its limit of liability; or b. Resulting from the "hazardous prop- erties" of "nuclear material' and with respect to which (1) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (2) the in- sured is, or had this Coverage Part not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, un- der any agreement entered into by the United States of America, or any agency thereof, with any person or organization. 2. Any liability resulting from the "hazardous properties" of "nuclear material', if a. The "nuclear material' (1) is at any "nuclear facility" owned by, or operat- ed by or on behalf of, an insured or (2) has been discharged or dispersed therefrom; b. The "nuclear material' is contained in "spent fuel" or "waste" at any time possessed, handled, used, pro- cessed, stored, transported or dis- posed of by or on behalf of an in- sured; or c. The injury or damage arises out of the furnishing by an insured of ser- vices, materials, parts or equipment in connection with the planning, con- struction, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territo- ries or possessions or Canada, this Exclusion c. applies only to "property damage" to such "nuclear facility" and any property thereat. B. SECTION V - DEFINITIONS is hereby modi- fied to add the following definitions: 1. "Hazardous properties" include radioac- tive, toxic or explosive properties; 2. "Nuclear material' means "source materi- al', "special nuclear material' or "by- product material'; 3. "Source material', "special nuclear mate- rial' and "by-product material' have the meanings given them in the Atomic Ener- gy Act of 1954 or in any law amendatory thereof; 4. "Spent fuel' means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; 5. "Waste" means any waste material (a) containing "by-product material' other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed pri- marily for its "source material' content, and (b) resulting from the operation by any person or organization of any "nuclear facility" included under the first two para- graphs of the definition of "nuclear facili- ty" 6. "Nuclear facility" means: a. Any "nuclear reactor"; b. Any equipment or device designed or used for (1) separating the isotopes of uranium or plutonium, (2) pro- cessing or utilizing "spent fuel', (3) or handling, processing or packaging "waste"; c. Any equipment or device used for the processing, fabricating or alloying of "special nuclear materials", if at any time the total amount of such materi- al in the custody of the insured at the premises where such equipment or device is located consists of or con- tains more than 25 grams of plutoni- um or uranium 233 or any combina- tion thereof, or more than 250 grams of uranium 235; Includes copyrighted material of Insurance US 10109 20 Services Office, Inc., with its permission. Page 22 of 23 d. Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations con- ducted on such site and all premises used for such operations; 7. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fis- sion in a self-supporting chain reaction or to contain a critical mass of fissionable material; 8. "Property damage" includes all forms of 1. radioactive contamination of property. Includes copyrighted material of Insurance US 10109 20 Services Office, Inc., with its permission. Page 23 of 23 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC PRIMARY AND NON-CONTRIBUTORY COVERAGE ENDORSEMENT - WHERE REQUIRED BY WRITTEN CONTRACT This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA LIABILITY COVERAGE PART SCHEDULE LIMITS OF INSURANCE: $ 5,000,000 Each Occurrence Limit $ 5,000,000 Aggregate Limit COMMERCIAL UMBRELLA LIABILITY COVERAGE FORM, US 101 and US 101 UM, is amended as follows: A. SECTION III - LIMITS OF INSURANCE is It is agreed that this condition does not amended to add the following: apply to the "non-contributory additional 7. For the purposes of this endorsement on- insured's" own insurance program onwhich they are a named insured. ly, the Limits of Insurance stated in the Schedule of this endorsement and de- However: scribed below will apply on a "primary and non-contributory basis" within the parame- a. This exception to the Other Insurance ters set forth in SECTION III - LIMITS OF Condition shall only apply if the appli- INSURANCE of the Coverage Part to cable "underlying insurance" applies which this endorsement is attached: on a "primary and non-contributory basis" for such "non-contributory ad - We will not pay more on behalf of a "non- ditional insured" and only to the ex - contributory additional insured" than the tent of the specific limits of insurance lesser of: required in a written contract or a. The Limits of Insurance stated in the agreement on a "primary and non- contributory basis" that is in excess of Schedule of this endorsement; or the "underlying insurance"; and b. The limits of insurance required in a b, It is understood and agreed that the written contract on a "primary and insurance provided by this Coverage non-contributory basis" for such "non- Part is excess of: contributory additional insured", but only to the extent the required limits (1) "Underlying insurance" listed in of insurance are in excess of the the Schedule of Underlying In - "underlying insurance"; or surance; c. The Limits of Insurance available af- (2) Any other insurance available to ter the payment of "ultimate net loss" the "non-contributory additional on any insured's behalf from any insured" as an additional insured; claim or "suit". and This provision is included within and does (3) Any other insurance available to not act to increase the Limits of Insurance the "non-contributory additional stated in the Declarations. insured" on which they are not a B. SECTION IV - CONDITIONS is amended as named insured. follows: 2. The following condition is added: 1. Condition 9. Other Insurance is amended 15. As a precedent to the receipt of in- to add the following: surance coverage hereunder, the "non-contributory additional insured" must give written notice of such claim or "suit", including a demand for de - Includes copyrighted material of Insurance US 4096 01 21 Services Office, Inc., with its permission. Page 1 of 2 fense and indemnity, to any other in- surer who had coverage for the claim or "suit" under its policies. Such no- tice must demand the full coverage available and the "non-contributory additional insured" shall not waive or limit such other available coverage. This condition does not apply to the "non-contributory additional insured's" own insurance program on which they are a named insured. C. SECTION V - DEFINITIONS is amended to add the following: 30. "Non-contributory additional insured" means any person or organization: a. Qualifying as an additional insured under SECTION II - WHO IS AN IN- SURED, Paragraph 3. of the Cover- age Part to which this endorsement is attached; and b. Being granted additional insured sta- tus on a "primary and non- contributory basis" in the "underlying insurance" as required in a written contract between an additional in- sured and a Named Insured provid- ed: (1) The written contract or agree- ment is executed before the "oc- currence" resulting in "bodily in- jury', "personal and advertising injury" or "property damage" for which coverage is being sought under this endorsement; and (2) The written contract or agree- ment requires a specific limit of insurance on a "primary and non-contributory basis" that is in excess of "underlying insur- ance". 31. "Primary and non-contributory basis" means that the limits of insurance of the Coverage Part to which this endorsement is attached apply to insured loss on behalf of the "non-contributory additional in- sured" prior to limits of insurance from other insurance in which the "non- contributory additional insured" is a named insured. Includes copyrighted material of Insurance US 4096 01 21 Services Office, Inc., with its permission. Page 2 of 2