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PureOps - 2025-03-07 (2)
SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND PUREOPS FOR MAINTENANCE OF CITY'S CHLORINE SERVICE VESSELS THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter called"City," and PureOps, hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of maintenance of City's chlorine service vessels. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Services Contractor shall provide all services as described in Exhibit"A,"which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "Project." Contractor hereby designates Brandon Garcia, who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 25-15939/368921 1 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit"B." The total sum to be expended under this Agreement, shall not exceed Twenty Five Thousand Dollars ($25,000.00) annually during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. Contractor shall be paid pursuant to the terms of Exhibit"B." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commence 3/7/2 , or as soon as practicable after the execution of this Agreement by City (the "Commencement Date") and terminate three (3)years from Commencement Date, unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit"A" are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 5. Extra Work In the event City requires additional services not included in Exhibit"A" or changes in the scope of services described in Exhibit"A," Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 6. Disposition of Plans,Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs,reports, both field and office notices, calculations, computer code, language, date or programs, maps, memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 25-15939/368921 2 7. Hold Harmless Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and-agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000)per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, 25-15939/368921 3 the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a"deductible" or any other similar form of limitation on the required coverage. 10. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00)per occurrence and a separate "Additional Insured Endorsement"page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and c. promise that such policy shall not be suspended, voided or canceled by either party,reduced in coverage or in limits except after thirty (30) days' prior written notice; however,ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 25-15939/368921 4 12. Independent Contractor Contractor is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 13. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. Termination This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment,the Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements,promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25-15939/368921 5 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. City Employees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent(as designated in Section 1 hereinabove) or to City as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service,to the addresses below. City and Contractor may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To City: Contractor: City of Huntington Beach PureOps Attn: Director of Public Works Attn: Brandon Garcia 2000 Main Street 5151 E. Broadway Blvd., Suite 1600 Huntington Beach, CA 92648 Tucson, AZ 85711 19. Consent When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 25-15939/368921 6 21. Section Headings The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 25. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309,the City Attorney is the exclusive legal counsel for City; 25-15939/368921 7 and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting, training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City, to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction—Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 29. Professional Licenses Contractor shall, through the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California,the City of Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 25-15939/368921 8 30. Attorney's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 31. Survival Terms and conditions of this Agreement,which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 34. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 25-15939/368921 9 35. Effective Date IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. TRAC ' R CITY OF HUNTINGTON BEACH, a 'U' . •: municipal corporation of the State of California /„Z'4364"...---.....4:3 `■ Mayor Print n e ITS: (circle one hairm resident/ ( I4.A. Vice President r�'e City Clerk 3f 9/•€ AND By: O / "2_.. INITIATED AND APPROVED: Print ITS: circle one) Secret. tAidgEIW Offic Asst. Secretary-Tres urer irector of Public Works APPROVED AS TO FORM: Vt.-- -- -.. a, J City Attorney REVIEWED AND APPROVED: City Manager 25-15939/368921 10 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Maintenance of the City's Chlorine Service Vessels B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: ChlorTainer Containment Vessel Service, (20) ChlorTainers Scope Includes: • Replacement of Vessel 0-Ring • Replacement of Chlorine Feed Line, 38" • Repair and Re-Pack Whitey Isolation Valves • Replacement of 40" Vessel Closure Locking Nut Gaskets • Inspect and Grease all Moving Parts on Vessel C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: 25-15939/368921 11 EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. $17,693.04 2. . Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. Each month's bill shall include a total to date. That total shall provide the total fees and costs incurred to date for the project. A copy of memoranda, letters, reports, calculations, and other documentation prepared by CONSULTANT may be required to be submitted to the CITY to demonstrate progress towards completion of tasks. In the event the CITY rejects or has comments, on any such product, CITY shall identify specific requirements for satisfactory completion. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 25-15939/368921 12 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. All extra work or additional services will be in accordance with the extra work or additional services and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 25-15939/368921 13 - . .. . .. .. - . • „........:.--......"1 PVRELIC;04 THIJAR. AC.C>R13.' DATE(MM/DONTYY): . . . CERTIFICATE OF LIABILITY IN$URANCE mtio25- THIS CERTIFICATE is ISSUED AS A MATTER OF INFORMATION.ONLY ANDI.CONFERS'NO RIGHTS UPPRTHECERTIFICATEHOWER:7111S • i CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND:OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW:. THIS'.CERTIFICATE OF.,INORANcE DOES NO CONSTITUTE:iv CONTRACT BETWEEN THE ISSUING INSDRER(S),•AUTHOIZED ••. REPRESENTATIVE OR•PRODUCER;,AND THE.CERTIFICATE HOLDERS .. .• • • IMPORTANT If dettidee*tleld014;0APPITIONAlltipuRcpi the pop0400 must have 4DDITIPNAI.,INSURED proVIsion8cit be endorsed.• It.SUBROGATION IS WAIVED,zsulject to the terms oticuondiktoil ,of the policy certain:griddles may require an endorsement: Xstaternerit on thie•CertlfkriW.ilaei Hat:COrifetil4liteliithiii eeititiOatelioldef IffifetieftitclieitilOrdernent(g):• 1 :' '•'- 115 E:• License .07777 PRODUCER . ...- :-.. ,- .. ' Mgcr Terry 1,4ijOk,' HUB International IfisiireriCegeeVidesiSCW)1 3830:ELOhrifORAVetirie: . . • • 140270;axe 0-0 Si 944.,04 2.8: . I ritixc,ti4(50-SY2604.59.6 Suite a Realks8:tellYinljat@h0bliiternatiiiiial.Cani. . La8ictucp ,.Nm.0001-0446 .. • INSURER(S)AFFORDING COVERAGE NAIC# INSURER A't EIVICASCO.Ikurake:CO: 21407 INSURED . INSURER43:EtTiPlaVei'A'Miitilal.C68iialb1Cortiltiatiy 21415* . : Pure.Dperalliiiis,LLO; INSURER'S':Arch Insurance Company 11150 748 INeit'Oelnle ... INSURER D: LOS;CTUGOS,NM 80007 INSURER et INSURER F: . • .COVERAGES tEktIRICATE NUMBER: 'REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSLIRED•NAMEO:ADOVEFOR THE POLICY PERIOD INDICATED:- NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION.OF ANY,CONTRACT OR Qmp3-1)cippyipqr WITH RESPECT TOWHICEITHIS CERTIFICATE MAY BE:ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HgFigiR(s.pis.mqt-tp ALL-rtiEToms, ExatisiONsANopoNornows•pFzumPOLICIESLIfv1ITSSHOWN MAY HAVE:BEEN'REDUCED BY PAID CLAIMS: .: •• • ' • • . .• ' ADDL SUBR POLICY.EFF :POLICY EXP I LNTSRR' . 'TYPE oVINSurtANdt INSD WVO POLICY NUMBER _01M/DLOYYTY) :(MM/DD/YYTY1 LIMITS : A X cpwAERcw.GEspyt1,14eli_ny, , EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE :X OCCUR, X ,.x. 6D57031 71112024: 7/1/20,25 : DAmAge_r_o_aeereo ,, ,,,, 50.0,000 . .. .611§. -( rrenc69 MED EXPTAnybne 10,000rion) $ . —, . . PERSONAL AADV INJURY $. 1000 000 , . . ' .. .. . . . ... GENt AGGREGATE umrrApPUEs PER: . GENERAL AGGREGATE $ 1,000i000 • POLICY :X sga,' I.„ 1:thd, , PRODUCTS-comProFi:Acc- ••i 3,000;000 OTHER , „ S. A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT' . t000,9oo . ...(Ea..**0 ..• , IL_ . X 0,1y/mfro X X 6E5701. :7/1/2024 711/2025. itibiiitiejli4JORY Ojai poitiiiil t. OWNED. . ----.SCHEDULED AUTOS ONLY 'AUTOS-' BODILY INJURY(Piiiatdd6nO 4, .,.,. . _ .„ . A%RED. .-. , , 144.1-16/WNEa., rgrtaymmee TOSONLY AUTOS ONLY rt : $ - . . B X emeeE0,44tte X OCCUR EACH OCCURRENCE .:s. 1,000;000 ---,. • EXCESS pm CLAIMS-MADE X iX• 6.;.110.;1•• :7/1/2024 7/112025' AGGREGATE 000'' 1 1 000 A. DEO:, X, RETENTIONS 0 .. .. S B iiveaKekicidekeiecnoit At! PER. . , OTH- AND EMPLOYERS'LIABILITY v. i,,,- .,'.`!, STATUTE ER 7/f/2624 71112025 • 1 000 000 ANfrF ft 0 PRIET ORIFTh-A MEM-X.ECUTIVg .,,..' El.EACH ACCIDENT 4 '. X 6 I-I57031 • QFFIQERIMPAWS,EXCLUDED? •r ti/4 • 1 000'000 0.1@99rY!!!!!") . •El:INSEAM-EA EMPLOYEE'S ' '• - If yes,,tieAe.ritie under . 1 ovioq o E DESCRIPTIONO OPERATIONS liolow .'Et.DISEASE,POLICY LIMIT '$, c C Professional LIalii, , SP41000927,05:, 1.211512()24::12/1512025 PPI!OYA90.egate; ! .2,000,000 . . DESCRIPTION OP OPERATIONS!i,ocATION8iVeiecLesilAtoaesuivArkstabiiii AgniaWs Schedule,Iiiiibeaitticlie'd It riu'A:giicelsrtkukcid) REF:,ClitorTalner ContalninentVeAsel Service • • :,. ,• ,_„,. APPROVEDA4101F9R. ). . . , . ipy: . ;MICHAEL:t..-.GATES " - • . . •:, ..qrry,gropKy CERTIFICATE -CANCELLATITitY'Or i luNtitiOttit4tEAdi4 ., , .. .• . . .. .. . . : ... , • „ , 8nOuLPANYOF THE ABOVE its.tOBE0130,100•Og CANCELLED BEFOR THE EXPIRATION'DATE THEREOF; NOTICE WILL BE DELIVERED IN City.of Huntington Beach it •offiders-i.elected Or a pP Wilted: ACCORDANCE WITH THE POLICY PROVISIONS. Officials, .. ... -- - . ernolnyaes,agents andycountepem. 2000 Mein 8t. . AUTHORIZED REPRESENTATIVE HuntitigterifleeCtii:PAS2640-. it-t .AA:14.- i ACCRD:25(201010.8). c/1088;2015ACCRD CCRPCRATION. All rights reserved TneACQRD,riaineendlOgO are regiiteredtii*s:bf ACORD AGENCY CUSTOMER 1D:PURELLC-04 THIJAR LOC#: 1 ACCPREY ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY License#0757776 NAMED INSURED SOW HUB International Insurance Services Pure Operations LLC { ) 748 West Palms • POUCYNUMBER Las Cruces,NM 88007 Dona Ana SEE PAGE 1 CARRIER NAIC CODE SEE PAGE 1 SEE P 1 EFFECTIVE DATE:SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Named insured Includes: Pure Operations LLC MGM Real Estate Investment LLC PureOps Plus LLC PureOps LLC PureOps of Arizona LLC ii 4 • ACORD 101(2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD INSURANCE EMCASCO INSURANCE COMPANY' C:: HA: NGE' ENDORSEMENT • * *, POLICY PERIOD:: FROM 07/01/24 TO .07/01/25' * POLICY NUMBER N' A. ME 0: IN SU::RE .D : PR0< DUC.;ER ':PURE .OPERATIONS LLC HUB INTERNATIONAL INSURANCE 748 W ,PALMS SERVICES INC. LA.S CRUCES `NM 88007 PO BOX* 3135' • ALBUQUERQUE. NM:.87190-:3;135 • AGENT:' BJ 3-939 'DIRECT'BILL. AGENT PHONE: (505)8.28-4000' THISENDORSEMENTT CHANGES T. HE POLICY. PLEASE R' EAD T. -CARE F U L' L .Y. ENDORSEMENT ..EFFECTIVE DATES: .`02/1.0/25: TO 07'/01/2'S IN CONSI•DERATION OF THE PREMIUM CHARGED THE FOLLOWING`CHANGES ARE' APPLICABLE;TO THIS POLICY.:: SEE. ATTACHED SCHEDULE • ADDED,',CG2010 &, CG2037 FOR CITY :OF: HUNTINGTON BEACH 9 ITS OFFICERS,rzELECTED OR APPOINTED,OFFICIALS,..:EMPLOYEES, :AGENTS„AND VOLUNTEERS 2'0'00 MAIN ST: HUNTINGTON :BEACH, CA 92.64:8 ADDITIONAL ?REMIUM:'. $ 0.0.0 ,AUDIT FREQUENCY:. ANNUAL • PLACE OF ISSUE: DES MOINES, IA DATE: OF ISSUE: •02/1.3/25, COUNTERSIGNED =BY (CONTINUED) . FORM.: TL1201A. (ED.; 01-86) 033. AA 6D57.031: 250:4; POLICY NUMBER: 6D57031 COMMERCIAL GENERAL LIABILITY CG 20 101219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: . COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s)Of Covered Operations Information required to complete this Schedule, if not shown above,will be shown in the Declarations. 1 A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for"bodily injury", "property This insurance does not apply to"bodily injury" or damage" or "personal and advertising injury" "property damage"occurring after: caused, in whole or in part, by: 1. All work, including materials, parts or 1. Your acts or omissions;or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed;or However: 2. That portion of "your work" out of which the injury or damage arises has been put to its 1. The insurance afforded to such additional intended use by any person or organization insured only applies to the extent permitted by other than another contractor or subcontractor law; and engaged in performing operations for a 2. If coverage provided to the additional insured is principal as a part of the same project. required by a contract or agreement, the insurance afforded to such additional insured I will not be broader than that which you are required by the contract or agreement to provide for such additional insured. i CG 20 10 1219 0 Insurance Services Office, Inc.,2018 Page 1 of 2 ' k C. With respect to the insurance afforded to these 2. Available under the applicable limits of additional insureds, the following is added to insurance; Section HI—Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the required by a contract or agreement, the most we applicable limits of insurance. will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or Page 2 of 2 ©Insurance Services Office, Inc., 2018 CG 20 10 1219 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 3712 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these • include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage" caused, in whole or in part, by required by a contract or agreement, the most we "your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the"products-completed operations hazard". 1. Required by the contract or agreement; or However: 2. Available under the applicable limits of insurance; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted by law; and This endorsement shall not increase the 2. If coverage provided to the additional insured is applicable limits of insurance. required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 371219 ©Insurance Services Office, Inc.,2018 Page 1 of 1 -.., i ..,,: Pa iaci..N 0 trt4400$7031. COMMERCIAL GENERAL LIABILITY I THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED.- OWNERS, LESSEES OR CONTRACTORS :- AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION CONTRACTOR AGREEMENT INCLUDING COMPLETED OPERATIONS - PRIMARY AND NONCONTRIBUTORY This endorsement modifies the insurance provided under the following: COMMERCIAL Q..plFRAt..:LIAtilLITY COVERAGE FORM 1 A. Section II —Who ,An Insured is amended to . surveys, field orders, change orders Or: drawings' include as an additional insured: and specifications;or I. Any.person.or organization for whom you are b. SuperVisory,. Inspection, architectural or . performing operations when you and such engineering attivities. person or organization-have agreed in writing in ' - This exclusion applies even if the claims against a contract or agreement that such person or any insured allege negligence or.other wrongdoing organization be added as an additional insured in the superVision, hiring, ernplOyment, training or on your policy and monitoring. of others- ‘by the intured,. if the 2. Any other person or organization you are 'occurrence which caused the "bodily injury' or required to add as an additional insured under "property:demage",or the offense which caused the the -Contract Or agreement described in "personal and :advertising injury", involved the Paragraph 1.above. rendering of, or the failure to render, any Such person(s) or organization(s) is an,additional professional architectural, engineering or surveying . , insured only with respect to liability for bodily seiviCes , ; - • , „ injury', property damage or "personal and C. With respect to the insurance afforded to-these advertising injury'caused, in whole or in part, by additional insureds, the following is- added to a. Your acts or omissions;or. Section111—Limits.Of Insurance: b. The acts or omissions of those.acting On The most we will:pay on behalf of the additional your behalf; insured le'the amount of insurance: in the performance of: 1. Required by. the. contract Or agreement described in Paragraph Al.;or a. your ongoing operations for the additional insured;.or 2. Available under the applicable Limits of Insurance shown in the Declarations' i b. 'Your work" for the additional insured:and .; - included in the "products — completed whichever is less , operations hazard". This endorsement shall not increase the:appliaeble , . However; the insurance afforded to such:additional Limits of Insurance shown in the Declarations insured described above: D. The following is added to the Other .Insurance a. Only applies to the extent permitted by law:. Condition and supersedes any provision to the. and contrary b. Will not be broader than that which you are primary.and'NbriCentributoiyinsurartee'/-`' . . required by the contract or agreement to This insurance is primary to :and:f will not seek provide for such additional insured. •contribution.frot(reny,other insurance- available to a With respect to the insurance afforded to these '' ' additional:'''''''' ' d' dpolicyprovided ?: , ah:.. ,insure ,un under your • additional insureds, the following additional that exclusion applies:: (1) The additionet.'insured is a Named insured This insurance does not.apply to "bodily injury" under such other insurance;and "property damage" and "personal and advertising (2) You have agreed :in writing In a contract or injury' prising,out the rendering of, or the failure agreement that this insurance would be primary to render, any professional architectural, and would not seek contribution from any other engineering or surveying services including: insurance available to the additional insured a. The preparing,:approvinO, or failing 16 prepare- E. Ali other terms and conditions of this policy remain or approVe meps, shop drawings; opinions, reports, unchanged. CG71743(10-13) Includes copyrighted'inaterial of IS6Properties,Inc.with its permission. Page 1 of 1 emc_ INSURANCE EMCASCO INSURANCE COMPANY POLICY NUMBER: 6D5-70-31---25 PURE OPERATIONS LLC EFF DATE: 02/10/25 EXP DATE: 07/01/25 GENERAL LIABILITY POLICY DECLARATIONS ENDORSEMENT SCHEDULE EDITION FORM DATE DESCRIPTION/ADDITIONAL INFORMATION PREMIUM CG0001 04-13 COMMERCIAL GEN LIABILITY COV FORM CG0069 12-23 EXCL-VIOLATION/LAW ADDRESS DATE PRIV CG0300 01-96 DEDUCTIBLE LIABILITY INSURANCE APPLICATION OF ENDORSEMENT (LIMITATIONS) : $1,000 PD DED APPLIES PER CLAIM CG0435 12-07 EMPLOYEE BENEFITS LIABILITY COVERAGE EACH EMPLOYEE $ 1,000,000 AGGREGATE $ 3,000,000 DEDUCTIBLE EACH EMPLOYEE $ 1,000 RETROACTIVE DATE 07/01/2020 *CG2010 12-19 AI-OWNERS, LESSEES OR CONTRACTORS. . NAME: CITY OF HUNTINGTON BEACH ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES PREM/OPS ADDRESS: 2000 MAIN ST HUNTINGTON BEACH, CA 92648 *CG2037 12-19 AI-OWNERS LESSEES OR CONT- COMP OPS NAME: CITY OF HUNTINGTON BEACH ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES PREM/OPS ADDRESS: 2000 MAIN ST HUNTINGTON BEACH, CA 92648 CG2106 12-23 EXCL-ACCESS/DISCL OF CONFID/PERSONAL CG2132 05-09 COMMUNICABLE DISEASE EXCLUSION CG2147 12-07 EXCL-EMPLOYMENT RELATED PRACTICES CG2150 04-13 AMENDMENT/LIQUOR LIABILITY EXCLUSION CG2167 12-04 FUNGI OR BACTERIA EXCLUSION CG2170 01-15 CAP/LOSSES FROM CERT ACTS/TERRORISM CG2176 01-15 EXCL PUNITIVE DMGS ACTS OF TERRORISM CG2196 03-05 SILICA OR SILICA RELATED DUST EXCL CG2250 04-13 EXCL-FAILURE TO SUPPLY CG4032 05-23 EXCL PERFLUOROALKYL/POLYFLUOROALKYL CG4035 12-23 EXCLUSION - CYBER INCIDENT CG7001A 10-12 GENERAL LIABILITY SCHEDULE CG7003 10-13 GL QUICK REFERENCE (OCCURRENCE) CG7174.3 10-13 AUTOMATIC AI-CONST CONT INCL COMP OP CG7185 10-13 EXCLUSION - LEAD CG7429 11-98 AMEND - AGGREGATE LIMIT PER PROJECT CG7569 03-20 AI-OWN, LESS/CONTR-SCHED PER OR ORGA NAME: ARCHER WESTERN CONSTRUCTION, DATE OF ISSUE: 02/13/25 (CONTINUED) FORM: IL7131A (ED. 04-01) 033 AA 6D57031 2504 tl WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium Insurance Company Countersigned by �535 WC 00 0313 (Ed.4-84) 0 1983 National Council on Compensation Insurance. emc. INSURANCE EMPLOYERS MUTUAL CASUALTY COMPANY (15539) POLICY NUMBER: 6H5-70-31---25 PURE OPERATIONS LLC EFF DATE: 07/01/24 EXP DATE: 07/01/25 WORKERS COMPENSATION POLICY DECLARATIONS ENDORSEMENT SCHEDULE EDITION FORM DATE DESCRIPTION/ADDITIONAL INFORMATION PREMIUM *0405B 04-24 PRIVACY NOTICE *0417A - SPECIAL INTEREST/ADD.NAMED INSUREDS *IL7004 03-20 MUTUAL POLICY PROVISIONS *IL7130A 04-01 NAMED INSURED ENDORSEMENT *IL7131A 04-01 COMM'L POLICY ENDORSEMENT SCHEDULE *IL7612 10-16 NEW MEXICO COMPANY ELIMINATION *IL8383.2A 12-20 DISCL PURSUANT TERRSM RISK INS. ACT $ 45 *IL8576 10-17 MEDICARE IMPT NOTICE TO POLICYHOLDER *WC000000C 01-15 WC AND EMPLOYERS LIABILITY INSURANCE *WC000308 04-84 PARTNERS,OFFICERS & OTHERS EXCLUSION NAME: MARIO GONZALES OTHER *WC000313 04-84 WAIVER OF OUR RIGHT TO RECOVER ANY OR ALL PERSONS OR ORGANIZATIONS SUBJECT TO A WRITTEN CONTRACT REQUIRING SUCH A WAIVER AGREEMENT *WC000414A 01-19 NOTIFICATION OF CHANGE IN OWNERSHIP *WC000419A 08-22 PREMIUM AMENDATORY ENDORSEMENT *WC000421F 08-22 CATASTROPHE O/T CERT ACTS TERRORISM *WC000422C 01-21 TERRORISM REAUTHORIZATION ACT END. *WC000424 01-17 AUDIT NONCOMPLIANCE CHARGE STATE(S) : NM BASIS OF AUDIT NONCOMPLIANCE CHARGE: ESTIMATED ANNUAL PREMIUM MAXIMUM AUDIT NONCOMPLIANCE CHARGE MULTIPLIER: 2.000 *WC000425 05-17 EXPERIENCE RATING MOD FACTOR REVISIO *WC300301 04-84 NM SAFETY DEVICE COVERAGE *WC300601A 03-15 NM-CANCELATION & NONRENEWAL *WC7003A 09-86 WORKERS COMPENSATION SCHEDULE *WC7005 07-11 WC QUICK REFERENCE *WC8027 04-92 BENEFITS DEDUCTIBLE OFFER *WC8130 10-14 IMPORTANT NOTICE li DATE OF ISSUE: 06/28/24 FORM: IL7131A (ED. 04-01) BPP 033 J3 6H57031 2501 COMMERCIAL UMBRELLA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. UMBRELLA LIABILITY AMENDMENT- FOLLOWING FORM This endorsmenet modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM This endorsement does not apply to liability arising out of the following unless coverage is provided by"underlying insurance". Coverage provided by this endorsement will not be broader than such"underlying insurance". A. NEWLY ACQUIRED INTERESTS d. An "executive officer' or insurance In paragraph 1.c.(1) of SECTION II —WHO IS AN manager,if you are a corporation; or INSURED,90th day is changed to 180th day. e. A trustee, if you are a trust. B. DUTIES IN THE EVENT OF OCCURRENCE, C. UNINTENTIONAL FAILURE TO DISCLOSE CLAIM OR SUIT EXPOSURES Paragraph 3. of SECTION IV — CONDITIONS is Paragraph 7. — REPRESENTATIONS OR FRAUD amended by the following provision: OF SECTION IV — CONDITIONS is replaced as 1. The requirement in Condition 3.a. that you follows: must see to it that we are notified as soon as 7. REPRESENTATIONS OR FRAUD practicable of an "occurrence" or an offense By accepting this policy,you agree: which may result in a claim, applies only when a. The statements in the Application are the"occurrence"or offense is known to: accurate and complete; a. You, if you are an individual or a limited b. The information in"underlying insurance"is liability company; accurate and complete; b. A partner,if you are a partnership; c. Those statements are based upon c. A manager, if you are a limited liability representations you made to us; and company; d. We have issued this policy in reliance upon d. An "executive officer" or insurance your representations. manager,if you are a corporation; or e. This policy may be voided in case of fraud e. A trustee, if you are a trust. or material misrepresentation by you. 2. The requirement in Condition 3.b. that you If you unintentionally fail to disclose any must see to it that we receive notice of a claim exposures existing at the inception date of your "suit"suit as soon as practicable will not be policy, we will not deny coverage under this considered breached unless the breach occurs Coverage Part solely because of such failure to after such claim or"suit"is known to: disclose. However, this provision does not a. You, if you are an individual or a limited affect our right to collect additional premium or liability company; exercise our right of cancellation or non- b. A partner, if you are a partnership; renewal. c. A manager, if you are a limited liability This provision does not apply to any known injury or damage which is excluded under any company; other provision of this policy. I CU7404.1(10-08) Includes copyrighted material of ISO Properties,Inc.with Its permission. Page 1 of 1 COMMERCIAL LIABILITY UMBRELLA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL UMBRELLA AMENDMENT OF COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM A. Exclusion j.Aircraft or Watercraft under Section Paragraph 1. b.(1)(a)(i), (ii)and (iii)and Paragraph I — Coverages, Coverage A— Bodily Injury And 2. b.(6) do not apply if valid coverage for injury to Property Damage Liability, 2. Exclusions is co-employees and/or""volunteer workers" is listed in replaced by the following: the"underlying insurance". "Bodily injury" or "property damage" arising out of C. The following paragraphs are added to Section the ownership, maintenance, use, entrustment to III—Limit of Insurance: others or contractual agreement involving the use 6. The aggregate limit is the most we will pay for of any aircraft or watercraft owned or operated by the sum of all"ultimate net loss"due to covered or rented or loaned to any insured. Use includes professional services. operation and"loading or unloading". 7. Subject to Paragraph 6. above, the each This exclusion applies even if the claims against occurrence limit is the most we will pay for the any insured allege negligence or other wrongdoing sum of all "ultimate net loss" due to covered in the supervision, hiring, employment, training or professional services arising out of any one monitoring of others by that insured, if the "occurrence". "occurrence" which caused the "bodily injury" or D. Duties in the Event of Occurrence, Offense, "property damage" involved the ownership, Claim or Suit. maintenance, use, entrustment to others or i contractual agreement involving the use of any Paragraph 3.a. of the Duties in The Event Of . aircraft or watercraft that is owned or operated by Occurrence, Offense, Claim Or Suit Condition — or rented or loaned to any insured. Section IV — Conditions is replaced by the following: This exclusion does not apply to: 3. Duties In The Event Of Occurrence,Offense, 1. A watercraft while ashore on premises you own Claim Or Suit or rent; a. You must see to it that we are notified as 2. A watercraft you do not own that is: n soon as practicable of an "occurrence" or R (a) Less than 51 feet long; and an offense, regardless of the amount, (b) Not being used to carry persons or property which may result in a claim. If you notify and"underlying insurer" of an "occurrence" for a charge; or an offense involving "bodily injury" or 3. Liability assumed under any "insured contract" • "personal and advertising injury" you must for the ownership, maintenance or use of see to it that we are also notified in writing watercraft; as soon as practicable. To the extent 4. The extent that valid "underlying insurance"for possible, notice should include": the watercraft liability risks described above (1) How,when and where the"occurrence" I exists or would have existed but for the or offense took place; exhaustion of"underlying insurance" for"bodily injury"or"property damage". (2) The names and addresses of any injured persons and witnesses; and To the extent this exclusion does not apply, the (3) The and of any injury or i insurance provided under this Coverage Form for The nature arising out locationo the "occurrence" injury or H the watercraft risks described above will follow the damage same provisions, exclusions and limitations that are or offense. contained in the "underlying insurance" unless E. Condition 5. Other Insurance of Section IV — otherwise directed by this insurance. Conditions is replaced by the following: B. Fellow Employee 5. Other Insurance Section II — Who is an Insured is amended by a. This insurance is excess over and shall not adding the following: contribute with: (1) any other valid and collectible insurance; CU7276(3-21) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 2 (2) self-insurance;or Regardless of whether your premium is flat or (3) deductible amounts adjustable,the premium amount shown in the Declarations as the minimum will be the least whether such other insurance,self insurance, amount that will be charged for this policy or deductible is stated to be primary, unless the policy is cancelled. contributing, excess, contingent or otherwise. c. The first Named Insured must keep records This condition does not apply to a policy of the information we need for premium bought specifically to apply in excess of this computation, and send us copies at such insurance. times as we may request. We will have no duty under Coverages A or G. The following definitions under Section V — B to defend the insured against any"suit"if Definitions are replaced by the following: any other insurer has a duty to defend the 19. "Retained Limit" means the available limits of insured against that "suit". If no other all "underlying insurance" and the "self-insured insurer defends, we have the right, but not retention",whichever applies. the duty to undertake to do so, but we will 24. "UnderlyingInsurance"includes: be entitled to the insured's rights against all those other insurers. a. any policies of insurance listed in the F. Condition 6. Premium Audit of Section 1V — declarations under the Schedule of Conditions is replaced by the following: "underlying insurance";and 6. Premium Audit b. any other insurance available to the insured (whether primary, excess, excess a. We will compute all premiums for this coverage part in accordance with our rules umbrella, umbrella or contingentand and rates, irrespective of whether the insureded elects to call upon such insurance to respond), but b. Your premium may be flat or adjustable only when such other insurance provides (subject to audit). The Declarations page will the same type of coverage provided in the show which applies. policies listed in the Schedule of If your premium is fiat,no additional premium "underlying insurance". is normally collected during the policy period "Underlying insurance" does not include any unless there is a substantial change in type policy which was purchased specifically to and/or scope of your operations. If there is a apply in excess of the limits of liability that substantial change in your operations and if apply under this policy. there is an additional charge for your 25. "Underlying Insurer" means any insurer which "underlying insurance," we have the right to provides any policy of insurance falling within charge an additional premium also. the definition of"underlying insurance". If your premium is adjustable,we charge you the total advance premium as shown on the policy Declarations and then at the end of the policy period, we review your records and determine final premium based upon the predetermined rate and exposure basis shown in the Declarations. 1 CU7276(3-21) includes copyrighted material of ISO Properties,Inc.with its permission. Page 2 of 2 • COMMERCIAL LIABILITY UMBRELLA CU 00 01 0413 COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM Various provisions in this policy restrict coverage. No other obligation or liability to pay sums or Read the entire policy carefully to determine rights, perform acts or services is covered unless duties and what is and is not covered. explicitly provided for under Supplementary Throughout this policy the words "you" and "your" Payments—Coverages A and B. refer to the Named Insured shown in the Declarations, b. This insurance applies to "bodily injury" or and any other person or organization qualifying as a "property damage" that is subject to an Named Insured under this policy. The words "we", applicable "retained limit". If any other limit, "us" and "our" refer to the company providing this such as a sublimit, is specified in the insurance. "underlying insurance", this insurance does not The word"insured"means any person or organization apply to "bodily injury" or "property damage" qualifying as such under Section II — Who Is An arising out of that exposure unless that limit is Insured. specified in the Declarations under the Schedule of"underlying insurance". Other words and phrases that appear in quotation c. This insurance applies to "bodily injury" and marks have special meaning. Refer to Section V — "property damage"only if: Definitions. SECTION I—COVERAGES (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place COVERAGE A—BODILY INJURY AND PROPERTY in the"coverage territory"; DAMAGE LIABILITY (2) The "bodily injury" or "property damage" 1. Insuring Agreement occurs during the policy period;and a. We will pay on behalf of the insured the (3) Prior to the policy period, no insured listed "ultimate net loss" in excess of the "retained under Paragraph 1.a.of Section II—Who Is limit" because of "bodily injury" or "property An Insured and no "employee" authorized damage" to which this insurance applies. We by you to give or receive notice of an will have the right and duty to defend the "occurrence"or claim, knew that the "bodily insured against any"suit"seeking damages for injury" or "property damage" had occurred, such"bodily injury"or"property damage"when in whole or in part. If such a listed insured the "underlying insurance" does not provide or authorized "employee"knew, prior to the coverage or the limits of"underlying insurance" policy period, that the "bodily injury" or have been exhausted. When we have no duty "property damage" occurred, then any to defend, we will have the right to defend, or continuation, change or resumption of such 1 to participate in the defense of, the insured "bodily injury" or "property damage" during against any other "suit" seeking damages to or after the policy period will be deemed to which this insurance may apply. However, we have been known prior to the policy period. i will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" d. "Bodily injury" or "property damage" which or "property damage" to which this insurance occurs during the policy period and was not, does not apply. At our discretion, we may prior to the policy period, known to have investigate any "occurrence" occurred by any insured listed under that may involve Paragraph 1.a. of Section II — Who Is An k this insurance and settle any resultant claim or "suit" for which we have the duty to defend. Insured or any"employee"authorized by you to But: give or receive notice of an "occurrence" or claim, includes any continuation, change or (1) The amount we will pay for the"ultimate net resumption of that "bodily injury" or "property loss" is limited as described in Section III — damage"after the end of the policy period. Limits Of Insurance;and (2) Our right and duty to defend ends when we have used up the applicable limit of 1 insurance in the payment of judgments or 1 settlements under Coverages A or B. i I 1 CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 1 of 18 e. "Bodily injury" or "property damage" will be (b) Such attorneys' fees and litigation deemed to have been known to have occurred expenses are for defense of that party at the earliest time when any insured listed against a civil or alternative dispute under Paragraph 1.a.of Section II—Who Is An resolution proceeding in which damages Insured or any"employee"authorized by you to • to which this insurance applies are give or receive notice of an "occurrence" or alleged. claim: c. Liquor Liability (1) Reports all,or any part,of the"bodily injury" "Bodily injury" or "property damage" for which or "property damage" to us or any other any insured may be held liable by reason of: insurer; (1) Causing or contributing to the intoxication of (2) Receives a written or verbal demand or any person; claim for damages because of the "bodily (2) The furnishing of alcoholic beverages to a injury"or"property damage";orperson under the legal drinking age or (3) Becomes aware by any other means that under the influence of alcohol;or "bodily injury" or "property damage" has occurred or has begun to occur. (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of f. Damages because of "bodily injury" include alcoholic beverages. damages claimed by any person or This applies even if the claims organization for care, loss of services or death This exclusionst any insured allegee negligence or other resulting at any time from the"bodily injury". agaiwrongdoing in: 2. Exclusions (a) The supervision, hiring, employment, This insurance does not apply to: training or monitoring of others by that a. Expected Or Intended injury insured;or "Bodily injury" or "property damage" expected (b) Providing or failing to provide or intended from the standpoint of the insured. transportation with respect to any This exclusion does not apply to "bodily injury" person that may be under the influence resulting from the use of reasonable force to of alcohol; protect persons or property. if the "occurrence" which caused the "bodily b. Contractual Liability injury" or "property damage" involved that "Bodily injury" or"property damage" for which which is described in Paragraph (1), (2) or (3) the insured is obligated to pay damages by above. reason of the assumption of liability in a However, this exclusion applies only if you are contract or agreement. This exclusion does not in the business of manufacturing, distributing, apply to liability for damages: selling, serving or furnishing alcoholic (1) That the insured would have in the absence beverages. For the purposes of this exclusion, I. of the contract or agreement; or permitting a person to bring alcoholic beverages on your premises, for consumption (2) Assumed in a contract or agreement that is on your premises, whether or not a fee is an "insured contract", provided the "bodily charged or a license is required for such injury" or "property damage" occurs activity, is not by itself considered the business subsequent to the execution of the contract of selling, serving or furnishing alcoholic or agreement. Solely for the purposes of beverages. es. liability assumed in an "insured contract", This exclusion does not apply to the extent that reasonable attorneys' fees and necessary valid "underlying insurance" for the liquor litigation expenses incurred by or for a party t other than an insured are deemed to be liability risks described above exists or would d damages because of "bodily injury" or have existed but for the exhaustion of i underlying limits for "bodily injury' and "property damage",provided: "property damage".To the extent this exclusion (a) Liability to such party for, or for the cost does not apply, the insurance provided under of, that party's defense has also been this Coverage Part for the liquor liability risks ; assumed in the same "insured contract"; described above will follow the same and provisions, exclusions and limitations that are contained in the applicable "underlying insurance", unless otherwise directed by this insurance. LI 11 Page 2 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 d. Workers'Compensation And Similar Laws This exclusion does not apply to the extent that Any obligation of the insured under a workers' valid "underlying insurance" for the employer's liability risks described above exists or would compensation, disability benefits or have existed but for the exhaustion of unemployment compensation law or any underlying limits for "bodily injury". To the similar law. extent this exclusion does not apply, the e. ER1SA insurance provided under this Coverage Part Any obligation of the insured under the for the employer's liability risks described Employee Retirement Income Security Act of above will follow the same provisions, 1974(ER1SA), and any amendments thereto or exclusions and limitations that are contained in any similar federal,state or local statute. the applicable "underlying insurance", unless f. Auto Coverages otherwise directed by this insurance. ' (1) "Bodily injury" or"property damage"arising h. Employment-related Practices out of the ownership, maintenance or use of "Bodily injury"to: any"auto"which is not a"covered auto";or (1) A person arising out of any: (2) Any loss, cost or expense payable under or (a) Refusal to employ that person; resulting from any first-party physical (b) Termination of that person's damage coverage; no-fault law; personal employment;or injury protection or auto medical payments coverage; or uninsured or underinsured (c) Employment-related practices, policies, motorist law. acts or omissions, such as coercion, g. Employer's Liability demotion, evaluation, reassignment, discipline, defamation, harassment, "Bodily injury"to: humiliation, discrimination or malicious (1) An "employee" of the insured arising out of prosecution directed at that person;or 1 and in the course of: (2) The spouse, child, parent, brother or sister i (a) Employment by the insured;or of that person as a consequence of"bodily (b) Performing duties related to the conduct injury" to that person at whom any of the of the insured's business;or employment-related practices described in Paragraph(a),(b),or(c)above is directed. i (2) The spouse, child,parent, brother or sister This exclusion applies whether the injury- of that "employee" as a consequence of causing event described in Paragraph (a), (b) Paragraph(1)above. or(c) above occurs before employment, during = This exclusion applies whether the insured employment or after employment of that l may be liable as an employer or in any other person. capacity, and to any obligation to share This exclusion applies whether the insured damages with or repay someone else who may be liable as an employer or In any other must pay damages because of the injury. capacity, and to any obligation to share This exclusion does not apply to liability damages with or repay someone else who assumed by the insured under an "insured must pay damages because of the injury. contract". I. Pollution With respect to injury arising out of a "covered (1) "Bodily injury" or "property damage" which auto", this exclusion does not apply to "bodily would not have occurred in whole or part injury" to domestic "employees" not entitled to but for the actual, alleged or threatened workers' compensation benefits. For the • discharge, dispersal, seepage, migration, I purposes of this insurance, a domestic release, or escape of "pollutants" at any "employee" is a person engaged in household time;or or domestic work performed principally in g connection with a residence premises. (2) "Pollution cost or expense". i t CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 3 of 18 r I • • • This exclusion does not apply if valid (5) Aircraft that is: "underlying insurance" for the pollution liability (a) Chartered by, loaned to,or hired by you risks described above exists or would have with a paid crew; and existed but for the exhaustion of underlying limits for"bodily injury" and"property damage". (b) Not owned by any insured. To the extent this exclusion does not apply, the k. Racing Activities insurance provided under this Coverage Part "Bodily injury" or"property damage" arising out for the pollution risks described above will of the use of"mobile equipment" or"autos" in, follow the same provisions, exclusions and or while in practice for, or while being prepared limitations that are contained in the applicable for, any prearranged professional or organized "underlying insurance", unless otherwise racing, speed,demolition, or stunting activity or directed by this insurance. contest. j, Aircraft Or Watercraft I. War "Bodily injury" or"property damage"arising out "Bodily injury" or "property damage", however of the ownership, maintenance, use or caused,arising,directly or indirectly,out of: entrustment to others of any aircraft or watercraft owned or operated by or rented or (1) War, including undeclared or civil war; loaned to any insured. Use includes operation (2) Warlike action by a military force, including and"loading or unloading". action in hindering or defending against an This exclusion applies even if the claims actual or expected attack, by any against any insured allege negligence or other government, sovereign or other authority wrongdoing in the supervision, hiring; using military personnel or other agents;or employment,training or monitoring of others by (3) Insurrection, rebellion, revolution, usurped that insured, if the "occurrence" which caused power, or action taken by governmental the "bodily injury" or "property damage" authority in hindering or defending against involved the ownership, maintenance, use or any of these. entrustment to others of any aircraft or m. Damage To Property watercraft that is owned or operated by or • rented or loaned to any insured. "Property damage"to: pr This exclusion does not apply to: (1) Property: j (1) A watercraft while ashore on premises you (a) You own, rent, or occupy, including any own or rent; costs or expenses incurred by you, or (2) A watercraft you do not own that is: any other person, organization or entity, for repair, replacement, enhancement, (a) Less than 50 feet long; and restoration or maintenance of such is (b) Not being used to carry persons or property for any reason, including m property for a charge; �I prevention of injury to a person or (3) Liability assumed under any "insured damage to another's property;or I• contract"for the ownership, maintenance or (b) Owned or transported by the insured use of aircraft or watercraft; and arising out of the ownership, (4) The extent that valid "underlying insurance" maintenance or use of a"covered auto". for the aircraft or watercraft liability risks (2) Premises you sell,give away or abandon, if described above exists or would have the "property damage" arises out of any I existed but for the exhaustion of underlying part of those premises; limits for "bodily injury" or "property (3) Property loaned to you; damage". To the extent this exclusion does (4) Personal property in the care, custody or f not apply, the insurance provided under this control of the insured; Coverage Part for the aircraft or watercraft risks described above will follow the same (5) That particular part of real property on t provisions, exclusions and limitations that which you or any contractors or ( are contained in the"underlying insurance", subcontractors working directly or indirectly unless otherwise directed by this insurance; on your behalf are performing operations, if or the "property damage" arises out of those i operations;or it u Page 4 of 18 ©Insurance Services Office, Inc., 2012 CU 00 01 0413 1 (6) That particular part of any property that (3) "Impaired property"; must be restored, repaired or replaced if such product, work, or property is withdrawn because "your work" was incorrectly or recalled from the market or from use by any performed on it. person or organization because of a known or Paragraph (2) of this exclusion does not apply suspected defect, deficiency, inadequacy or if the premises are"your work"and were never dangerous condition in it. occupied, rented or held for rental by you. r. Personal And Advertising Injury Paragraphs (1)(b), (3), (4), (5) and (6) of this "Bodily injury" arising out of "personal and exclusion do not apply to liability assumed advertising injury". under a sidetrack agreement. s. Professional Services Paragraphs (3) and (4) of this exclusion do not apply to liability assumed under a written "Bodily injury" or "property damage" due to Trailer Interchange agreement. rendering of or failure to render any Paragraph (6) of this exclusion does not apply professional service. This includes but is notlimited to: to"property damage"included in the"products- completed operations hazard". (1) Legal,accounting or advertising services; n. Damage To Your Product (2) Preparing, approving, or failing to prepare "Property damage"to"your product"arisingout or approve, maps, shop drawings, opinions, P Y g " reports, surveys, field orders, change of it or any part of it. orders or drawings or specifications; o. Damage To Your Work (3) Inspection, supervision, quality control, Property damage"to"your work"arising out of architectural or engineering activities done it or any part of it and included in the"products- by or for you on a project on which you completed operations hazard". serve as construction manager; This exclusion does not apply if the damaged (4) Engineering services, including related work or the work out of which the damage supervisory or inspection services; arises was performed on your behalf by a (5) Medical, surgical, dental, X-ray or nursing subcontractor. services treatment,advice or instruction; p. Damage To Impaired Property Or Property (6) Any health or therapeutic service treatment, I Not Physically injured advice or instruction; "Property damage" to "impaired property" or (7) Any service, treatment, advice or instruction property that has not been physically injured, for the purpose of appearance or skin arising out of: enhancement, hair removal or replacement, (1) A defect, deficiency, inadequacy or or personal grooming or therapy; dangerous condition in "your product" or (8) Any service, treatment, advice or instruction "your work";or relating to physical fitness, including (2) A delay or failure by you or anyone acting service, treatment, advice or instruction in on your behalf to perform a contract or connection with diet, cardiovascular fitness, agreement in accordance with its terms. bodybuilding or physical training programs; This exclusion does not apply to the loss of use (9) Optometry or optical or hearing aid services of other property arising out of sudden and including the prescribing, preparation, accidental physical injury to "your product" or fitting, demonstration or distribution of "your work"after it has been put to its intended ophthalmic lenses and similar products or use. hearing aid devices; q. Recall Of Products,Work Or Impaired (10) Body piercing services; i Property (11) Services in the practice of pharmacy; Damages claimed for any loss, cost or (12) Law enforcement or firefighting services; i expense incurred by you or others for the loss and of use, withdrawal, recall, inspection, repair, 13 Handling, embalming,adjustment, removal or disposal (13) g, disposal, burial, Iof: cremation or disinterment of dead bodies. 8 (1) "Your product"; (2) "Your work";or i CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 5 of 18 This exclusion applies even if the claims COVERAGE B—PERSONAL AND ADVERTISING against any insured allege negligence or other INJURY LIABILITY wrongdoing in the supervision, hiring, 1, Insuring Agreement employment,training or monitoring of others by that insured, if the "occurrence" which caused a. We will pay on behalf of the insured the the "bodily Injury" or "property damage", "ultimatet net loss" e so i"person ns of al and the "retained involved professional the rendering vic of or failure to render liinjury" to which this insurance applies. We will any professional service. have the right and duty to defend the insured t. Electronic Data against any "suit" seeking damages for such Damages arising out of the loss of, loss of use "personal and advertising injury" when the of, damage to, corruption of, inability to access "underlying insurance" does not provide or inability to manipulate electronic data. coverage or the limits of"underlying insurance" However, this exclusion does not apply to have been exhausted. When we have no duty liability for damages because of"bodily injury". to defend, we will have the right to defend, or to participate in the defense of, the insured As used In this exclusion, electronic data against any other "suit" seeking damages to means information,facts or programs stored as which this insurance may apply. However, we or on, created or used on, or transmitted to or will have no duty to defend the insured against from computer software, including systems and any "suit" seeking damages for "personal and applications software, hard or floppy disks,CD- advertising injury"to which this insurance does ROMs, tapes, drives, cells, data processing not apply.At our discretion,we may investigate devices or any other media which are used any offense that may involve this insurance with electronically controlled equipment. and settle any resultant claim or"suit"for which This exclusion does not apply if valid we have the duty to defend.But: "underlying insurance" for the electronic data (1) The amount we will pay for the"ultimate net risks described above exists or would have loss" is limited as described in Section III— existed but for the exhaustion of underlying Limits Of Insurance; and limits for"bodily injury"and "property damage". (2) Our right and duty to defend end when we The insurance provided under this Coveragehave used up applicable nd limn e Part will follow the same provisions,exclusions insurance in the thephement of judgmentslelima or f and limitations that are contained in the applicable "underlying insurance", unless settlements under Coverages A or B. otherwise directed by this insurance. No other obligation or liability to pay sums or u. Recording And Distribution Of Material Or perform acts or services is covered unless Information In Violation Of Law explicitly provided for under Supplementary Payments—Coverages A and B. "Bodily injury" or "property damage" arising " 4 directly or indirectly out of any action or b. This insurance applies to personal and Di omission that violates or is alleged to violate: advertising injury" that is subject to an J applicable "retained limit". If any other limit, (1) The Telephone Consumer Protection Act such as a sublimit, is specified in the (TCPA), including any amendment of or "underlying insurance", this insurance does not addition to such law; apply to "personal and advertising injury" (2) The CAN-SPAM Act of 2003, including any arising out of that exposure unless that limit is F amendment of or addition to such law; specified in the Declarations under the ti (3) The Fair Credit Reporting Act (FCRA), and Schedule of"underlying insurance". any amendment of or addition to such law, c. This insurance applies to "personal and 1 including the Fair and Accurate Credit advertising injury"caused by an offense arising Transactions Act(FACIA);or out of your business but only if the offense was (4) Any federal, state or local statute, committed in the"coverage territory"during the ordinance or regulation, other than the policy period. TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that I addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. i x i Page 6 of 18 ©Insurance Services Office,Inc.,2012 CU 00 01 0413 1 2. Exclusions (9) Infringement Of Copyright,Patent, This insurance does not apply to: Trademark Or Trade Secret a. Personal and advertising injury : Arising out of the infringement of copyright, patent, trademark, trade secret or other (1) Knowing Violation Of Rights Of Another intellectual property rights. Under this Caused by or at the direction of the insured exclusion, such other intellectual property with the knowledge that the act would rights do not include the use of another's violate the rights of another and would inflict advertising idea in your"advertisement". "personal and advertising injury". However, this exclusion does not apply to (2) Material Published With Knowledge Of infringement, in your "advertisement", of Falsity copyright,trade dress or slogan. Arising out of oral or written publication, in (10) Insureds In Media And Internet Type any manner, of material,if done by or at the Businesses direction of the insured with knowledge of Committed by an insured whose business its falsity. Is: (3) Material Published Prior To Policy (a) Advertising, broadcasting, publishing or Period telecasting; Arising out of oral or written publication, in (b) Designing or determining content of web any manner, of material whose first sites for others;or publication took place before the beginning (c) An Internet search, access, content or of the policy period. service provider. (4) Criminal Acts However, this exclusion does not apply to Arising out of a criminal act committed by or Paragraphs 14.a., b. and c. of "personal at the direction of the insured. and advertising injury" under the Definitions (5) Contractual Liability section. For which the insured has assumed liability For the purposes of this exclusion, the in a contract or agreement. This exclusion placing of frames, borders or links, or does not apply to: advertising, for you or others anywhere on the Internet, is not by itself, considered the (a) Liability for damages that the insured would have in the absence of the business of advertising, broadcasting, publishing or telecasting. contract or agreement. (b) Liability for false arrest, detention or (11) Electronic Chatrooms Or Bulletin 1 imprisonment assumed in a contract or Boards agreement. Arising out of an electronic chatroom or bulletin board the insured hosts, owns, or ii (6) Breach Of Contract over which the insured exercises control. Arising out of a breach of contract, except (12) Unauthorized Use Of Another's Name Or an Implied contract to use another's Product advertising idea in your"advertisement". Arising out of the unauthorized use of ii (7) Quality Or Performance Of Goods— Failure To Conform To Statements another's name or product in your e-mail address, domain name or metatag, or any Arising out of the failure of goods, products other similar tactics to mislead another's or services to conform with any statement potential customers. of quality or performance made in your (13) Pollution "advertisement". (8) Wrong Description Of Prices Arising out of the actual, alleged or threatened discharge, dispersal, seepage, Arising out of the wrong description of the migration, release or escape of"pollutants" ' price of goods, products or services stated at any time. in your"advertisement". 1 CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 7 of 18 i • (14) Employment-related Practices (f) Any health or therapeutic service To: treatment,advice or instruction; (a) A person arising out of any: (g) Any service, treatment, advice or instruction for the purpose of (i) Refusal to employ that person; appearance or skin enhancement, hair (ii) Termination of that person's removal or replacement, or personal employment;or grooming or therapy; (iii) Employment-related practices, (h) Any service, treatment, advice or policies, acts or omissions, such as instruction relating to physical fitness, coercion, demotion, evaluation, including service, treatment, advice or reassignment, discipline,defamation, instruction in connection with diet, harassment, humiliation, cardiovascular fitness, bodybuilding or discrimination or malicious physical training programs; prosecution directed at that person; (I) Optometry or optical or hearing aid or services including the prescribing, (b) The spouse, child, parent, brother or preparation, fitting, demonstration or sister of that person as a consequence distribution of ophthalmic lenses and of "personal and advertising injury" to similar products or hearing aid devices; that person at whom any of the (j) Body piercing services; employment-related practices described in Paragraph (i), (it) or (iii) above is (k) Services in the practice of pharmacy; directed. (I) Law enforcement or firefighting services; This exclusion applies whether the injury- and causing event described in Paragraph (I), (m) Handling, embalming, disposal, burial, (ii) or (iii) above occurs before cremation or disinterment of dead employment, during employment or after bodies. employment of that person. This exclusion applies even if the claims This exclusion applies whether the insured against any insured allege negligence or may be liable as an employer or in any other wrongdoing in the supervision, hiring, other capacity, and to any obligation to employment, training or monitoring of i share damages with or repay someone else others by that insured, if the offense which 3 who must pay damages because of the caused the "personal and advertising injury. injury", involved the rendering of or failure j (15) Professional Services to render any professional service. Arising out of the rendering of or failure to (16) War render any professional service. This However caused, arising, directly or j includes but is not limited to: indirectly,out of: (a) Legal, accounting or advertising (a) War, including undeclared or civil war; services; (b) Warlike action by a military force, I' (b) Preparing, approving, or failing to including action in hindering or � prepare or approve, maps, shop defending against an actual or expected drawings, opinions, reports, surveys, attack, by any government, sovereign or field orders, change orders or drawings other authority using military personnel or specifications; or other agents;or (c) Inspection, supervision, quality control, (c) insurrection, rebellion, revolution, architectural or engineering activities usurped power, or action taken by f done by or for you on a project on which governmental authority in hindering or t you serve as construction manager; defending against any of these. (d) Engineering services, including related i supervisory or inspection services; 1 (e) Medical, surgical, dental, X-ray or nursing services treatment, advice or s instruction; i t i 1 Page 8 of 18 ©Insurance Services Office, Inc., 2012 CU 00 01 0413 (17) Recording And Distribution Of Material f. Prejudgment interest awarded against the Or Information In Violation Of Law insured on that part of the judgment we pay. If Arising directly or indirectly out of any we make an offer to pay the applicable limit of action or omission that violates or is alleged insurance, we will not pay any prejudgment to violate: interest based on that period of time after the offer. (a) The Telephone Consumer Protection g, All interest on the full amount of any judgment Act (TCPA), including any amendment that accrues after entry of the judgment and of or addition to such law; before we have paid, offered to pay, or (b) The CAN-SPAM Act of 2003, including deposited in court the part of the judgment that any amendment of or addition to such is within the applicable limit of insurance. law; These payments will not reduce the limits of (c) The Fair Credit Reporting Act (FCRA), insurance. and any amendment of or addition to 2. When we have the right but not the duty to defend such law, including the Fairand the insured and elect to participate in the defense, Accurate CrrediteditTransactions Act we will pay our own expenses but will not (FACTA);or contribute to the expenses of the insured or the (d) Any federal, state or local statute, "underlying insurer". ordinance or regulation, other than the 3. If we defend an insured against a "suit" and an TCPA, CAN- Act of 2003indemnitee of the insured is also named as a party FCRAand thheireir amendmentssandd to the"suit",we will defend that indemnitee if all of additions, that addresses, prohibits, or limits the printing, dissemination, the following conditions are met: disposal, collecting, recording, sending, a. The "suit" against the indemnitee seeks • transmitting, communicating or damages for which the insured has assumed distribution of material or information. the liability of the indemnitee in a contract or b. "Pollution cost or expense". agreement that is an"insured contract"; SUPPLEMENTARY PAYMENTS—COVERAGES A b. This insurance applies to such liability AND B assumed by the insured; • 1. We will pay, with respect to any claim we c. The obligation to defend, or the cost of the has also been that of, indemnitee, ,i investigate or settle, or any "suit" against an defense • insured we defend, when the duty to defend assumed by the insured in the same "insured exists: contract"; 11, a. All expenses we incur. d. The allegations in the"suit"and the information we know about the "occurrence" are such that b. Up to $2,000 for cost of bail bonds (including no conflict appears to exist between the 0, bonds for related traffic law violations)required interests of the insured and the interests of the because of an "occurrence" we cover. We do indemnitee; not have to furnish these bonds. e. The indemnitee and the insured ask us to c. The cost of bonds to release attachments, but conduct and control the defense of that ionly for bond amounts within the applicable indemnitee against such "suit" and agree that { limit of insurance. We do not have to furnish we can assign the same counsel to defend the these bonds. insured and the indemnitee; and 1 d. All reasonable expenses incurred by the f. The indemnitee: i insured at our request to assist us in the investigation or defense of the claim or"suit", (1) Agrees in writing to: including actual loss of earnings up to $250 a (a) Cooperate with us in the investigation, day because of time off from work. settlement or defense of the"suit"; Ie. All court costs taxed against the insured in the (b) Immediately send us copies of any p "suit". However,these payments do not include demands, notices, summonses or legal attorneys' fees or attorneys' expenses taxed papers received in connection with the against the insured. "suit"; (c) Notify any other insurer whose coverage ' is available to the indemnitee; and CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 9 of 18 (d) Cooperate with us with respect to (5) A trust, you are an insured. Your trustees coordinating other applicable insurance are also insureds, but only with respect to available to the indemnitee;and their duties as trustees. (2) Provides us with written authorization to: b. Each of the following is also an insured: (a) Obtain records and other information (1) Your "volunteer workers" only while related to the"suit"; and performing duties related to the conduct of your business, or your "employees", other (b) Conduct and control the defense of the than either your "executive officers" (if you indemnitee in such"suit". are an organization other than a So long as the above conditions are met, partnership, joint venture or limited liability attorneys' fees incurred by us in the defense of company) or your managers (if you are a that indemnitee, necessary litigation expenses limited liability company), but only for acts incurred by us and necessary litigation expenses within the scope of their employment by you incurred by the indemnitee at our request will be or while performing duties related to the paid as Supplementary Payments. conduct of your business.However, none of Notwithstanding the provisions of Paragraph these "employees" or "volunteer workers" 2.b.(2) of Section I — Coverage A — Bodily injury are insureds for: And Property Damage Liability,such payments will (a) "Bodily injury" or "personal and not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the advertising injury": limits of insurance. (i) To you, to your partners or members Our obligation to defend an insured's indemnitee (if you are a partnership or joint a for attorneys' fees and necessaryventure), to your members(if you are and to pay Y a limited liability company), to a co- litigation expenses as Supplementary Payments "employee" in the course of his or ends when we have used up the applicable limit of her employment or performing duties insurance in the payment of judgments or related to the conduct of your settlements or the conditions set forth above, or business or to your other"volunteer the terms of the agreement described in f.above,are no longer met, workers" while performing duties Paragraph ig related to the conduct of your i SECTION 11—WHO iS AN INSURED business; il 1. Except for liability arising out of the ownership, (ii) To the spouse, child, parent, brother maintenance or use of"covered autos": or sister of that co-"employee" or a. If you are designated in the Declarations as: "volunteer worker"as a consequence of Paragraph(a)(i)above;or (1) An individual, you and your spouse are ur For which there is any obligation to insureds, but only with respect to the (iii) damages with or repay conduct of a business of which you are the someone else who must pay sole owner. damages because of the injury (2) A partnership or joint venture, you are an described in Paragraph (a)(I) or (ii) I insured. Your members, your partners, and above. I their spouses are also insureds, but only (b) "Properly damage"to property: I with respect to the conduct of your il business. (I) Owned,occupied or used by; (3) A limited liability company, you are an (ii) Rented to, in the care, custody or R insured. Your members are also insureds, control of, or over which physical but only with respect to the conduct of your control is being exercised for any business. Your managers are insureds, but purpose by; only with respect to their duties as your you,any of your"employees","volunteer ii managers. workers", any partner or member(if you i< (4) An organization other than a partnership, are a partnership or joint venture), oril joint venture or limited liability company, any member(if you are a limited liability you are an insured. Your "executive company). officers"and directors are insureds, but only (2) Any person (other than your"employee" or with respect to their duties as your officers "volunteer worker"), or any organization or directors. Your stockholders are also while acting as your real estate manager. insureds, but only with respect to their liability as stockholders. t a Page 10 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 i (3) Any person or organization having proper (4) Anyone other than your "employees", temporary custody of your property if you partners (if you are a partnership), die,but only: members (if you are a limited liability (a) With respect to liability arising out of the company),or a lessee or borrower or any of maintenance or use of that property; their"employees", while moving property to and or from a"covered auto". (b) Until your legal representative has been (5) A partner (if you are a partnership), or a appointed. member (if you are a limited liability ny) (4) Your legal representative if you die, but only hor a "c auto" owned by himm with respect to duties as such. That or herr h or a me memmd ber of his or her representative will have all your rights and household. duties under this Coverage Part. (6) "Employees" with respect to "bodily injury" c. Any organization you newly acquire or form, to: other than a partnership,joint venture or limited (a) Any fellow "employee" of the insured liability company, and over which you maintain arising out of and in the course of the ownership or majority interest, will qualify as a fellow "employee's" employment or Named Insured if there is no other similar while performing duties related to the insurance available to that organization. conduct of your business;or However: (b) The spouse, child, parent, brother or (1) Coverage under this provision is afforded sister of that fellow "employee" as a only until the 90th day after you acquire or consequence of Paragraph(a)above. form the organization or the end of the c. Anyone liable for the conduct of an insured policy period,whichever is earlier; described above is also an insured, but only to (2) Coverage A does not apply to"bodily injury" the extent of that liability. or "property damage" that occurred before 3. Any additional insured under any policy of you acquired or formed the organization; "underlying insurance" will automatically be an and insured under this insurance. (3) Coverage B does not apply to "personal Subject to Section 111 — Limits Of Insurance, if and advertising injury" arising out of an coverage provided to the additional insured is j offense committed before you acquired or required by a contract or agreement, the most we i formed the organization. will pay on behalf of the additional insured is the amount of insurance: ownership, maintenance or use of "covered a. Required by the contract or agreement, less f 2. Only with respect to liability arising out of the autos": any amounts payable by any "underlying 1, a. You are an insured. insurance';or 0 b. Anyone else while using with your permission a b. Available under the applicable Limits of 1. "covered auto" you own, hire or borrow is also insurance shown in the Declarations; an insured except: whichever is less. (1) The owner or anyone else from whom you Additional insured coverage provided by this hire or borrow a "covered auto". This insurance will not be broader than coverage exception does not apply if the "covered provided by the"underlying insurance". auto" is a trailer or semitrailer connected to No person or organization is an insured with respect a'"covered auto"you own. to the conduct of any current or past partnership,joint (2) Your "employee" if the "covered auto" is venture or limited liability company that is not shown I owned by that "employee" or a member of as a Named Insured in the Declarations. his or her household. t (3) Someone using a "covered auto" while he 1 or she is working in a business of selling, servicing, repairing, parking or storing j "autos"unless that business is yours. I . 1 CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 11 of 18 : li SECTION III—LIMITS OF INSURANCE SECTION IV—CONDITIONS • 1. The Limits of Insurance shown in the Declarations 1. Appeals and the rules below fix the most we will pay If the "underlying insurer" or insured elects not to regardless of the number of: appeal a judgment in excess of the"retained limit", a. Insureds; we may do so at our own expense. We will also b. Claims made, "suits" brought, or number of pay for taxable court costs, pre-and postjudgment vehicles involved;or interest and disbursements associated with such appeal. In no event will this provision increase our c. Persons or organizations making claims or liability beyond the applicable Limits of Insurance bringing"suits". described in Section III—Limits Of Insurance. 2. The Aggregate Limit is the most we will pay for the 2. Bankruptcy sum of all"ultimate net loss"under: a. Bankruptcy Of Insured a. Coverage A, except "ultimate net loss" Bankruptcy or insolvency of the Insured or of because of"bodily Injury"or"property damage" the insured's estate will not relieve us of our arising out of the ownership, maintenance or obligations under this Coverage Part. use of a"covered auto";and b. Coverage B. b. Bankruptcy Of Underlying Insurer 3. Subject to Paragraph 2. above, the Each Bankruptcy or insolvency of the "underlying Occurrence Limit is the most we will pay for the insurer" will not relieve us of our obligations sum of all "ultimate net loss" under Coverage A under this Coverage Part. because of all "bodily injury" and "property However, this insurance will not replace the damage"arising out of any one"occurrence". "underlying insurance" in the event of bankruptcy 4. Subject to Paragraph 2. above, the Personal And or insolvency of the "underlying insurer". This Advertising Injury Limit is the most we will pay insurance, will apply as if the "underlying under Coverage B for the sum of all "ultimate net insurance were in full effect. loss" because of all "personal and advertising 3. Duties In The Event Of Occurrence,Offense, Injury" sustained by any one person or Claim Or Suit organization. a. You must see to it that we are notified as soon 5. If there is "underlying insurance" with a policy as practicable of an"occurrence"or an offense, period that is nonconcurrent with the policy period regardless of the amount,which may result in a of this Commercial Liability Umbrella Coverage Part, the "retained limit(s)"will only be reduced or claim. To the extent possible, notice shouldinclude: exhausted by payments for: (1) How, when and where the "occurrence" or a. "Bodily injury" or "property damage" which offense took place; . occurs during the policy period of this (2) The names and addresses of any injured ' Coverage Part;or persons and witnesses;and • b. "Personal and advertising injury" for offenses (3) The nature and location of any injury or that are committed during the policy period of damage arising out of the "occurrence" or this Coverage Part. offense. However, if any "underlying insurance" is written b. If a claim is made or "suit" is brought against I, on a claims-made basis, the "retained limit(s)"will any insured,you must: only be reduced or exhausted by claims for that (1) Immediately record the specifics of the insurance that are made during the policy period, claim or"suit"and the date received;and is or any Extended Reporting Period, of this Coverage Part. (2) Notify us as soon as practicable. The Aggregate Limit, as described in Paragraph 2. You must see to it that we receive written above, applies separately to each consecutive annual notice of the claim or "suit" as soon as C period and to any remaining period of less than 12 practicable. months, starting with the beginning of the policy c. You and any other involved insured must: period shown in the Declarations, unless the policy ` period is extended after issuance for an additional (1) Immediately send us copies of any demands, notices, summonses or legal E period of less than 12 months. In that case, the papers received in connection with the additional period will be deemed part of the last claim or"suit'; i preceding period for purposes of determining the i Limits of Insurance. 1 j Page 12 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 (2) Authorize us to obtain records and other (2) The total of all deductible and self-insured Information; amounts under all that other insurance. (3) Cooperate with us in the investigation or 6. Premium Audit settlement of the claim or defense against a. We will compute all premiums for this the"suit";and Coverage Part in accordance with our rules (4) Assist us, upon our request, in the and rates. enforcement of any right against any b. Premium shown in this Coverage Part as person or organization which may be liable advance premium is a deposit premium only. to the insured because of injury or damage At the close of each audit period we will to which this insurance may also apply. compute the earned premium for that period d. No insured will, except at that insured's own and send notice to the first Named Insured. cost, voluntarily make a payment, assume any The due date for audit and retrospective obligation, or incur any expense,other than for premiums is the date shown as the due date first aid,without our consent. on the bill. if the sum of the advance and audit 4. Legal Action Against Us premiums paid for the policy period is greater than the earned premium, we will return the No person or organization has a right under this excess to the first Named Insured. Coverage Part: c. The first Named Insured must keep records of a. To join us as a party or otherwise bring us into the information we need for premium a"suit"asking for damages from art insured;or computation, and send us copies at such times b. To sue us on this Coverage Part unless all of as we may request. its terms have been fully complied with. 7. Representations Or Fraud A person or organization may sue us to recover on By accepting this policy,you agree: an agreed settlement or on a final judgment statements in the Declarations are against an insured; but we will not be liable for a. Thecurate and complete; damages that are not payable under the terms of this Coverage Part or that are in excess of the b. Those statements are based upon applicable limit of insurance.An agreed settlement representations you made to us; means a settlement and release of liability signed c. We have issued this policy in reliance upon by us, the insured and the claimant or the your representations;and claimant's legal representative. d. This policy is void in any case of fraud by you 5. Other Insurance as it relates to this policy or any claim under II a. This Insurance Is excess over, and shall not this policy. contribute with any of the other insurance, 8. Separation Of Insureds 11 other basis. This condition will not apply to Exceptrespect whether primary, excess, contingent or on any with to the Limits of Insurance, and � insurance specifically written as excess over any rights or duties specifically assigned in this this Coverage Part. Coverage Part to the first Named Insured, this g insurance applies: 11 When this insurance is excess,we will have no duty under Coverages A or B to defend the a. As if each Named Insured were the only insured against any "suit" if any other insurer Named Insured; and has a duty to defend the insured against that b. Separately to each insured against whom claim "suit". If no other insurer defends, we will is made or"suit"is brought. undertake to do so, but we will be entitled to 9. Transfer OF Rights Of Recovery Against Others the insured's rights against all those other To Us t insurers. b. When this insurance is excess over other If the insured has rights to recover all or part of any payment we have made under this Coverage 3 insurance, we will pay only our share of the Part, those rights are transferred to us. The "ultimate net loss"that exceeds the sum of: insured must do nothing after loss to impair them. (1) The total amount that all such other At our request, the insured will bring "suit" or 1 insurance would pay for the loss in the transfer those rights to us and help us enforce 1 absence of the insurance provided under them. this Coverage Part;and 1 CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 13 of 18 t 10.When We Do Not Renew 14.Expanded Coverage Territory If-we-decide not to renew this Coverage Part, we a. If a "suit" is brought in a part of the "coverage will mail or deliver to the first Named Insured territory" that Is outside the United States of shown in the Declarations written notice of the America (including its territories and nonrenewal not less than 30 days before the possessions), Puerto Rico or Canada, and we expiration date. are prevented by law, or otherwise, from If notice is mailed,proof of mailing will be sufficient defending the insured, the insured will initiate a proof of notice. defense of the "suit". We will reimburse the insured, under Supplementary Payments, for 11.Loss Payable any reasonable and necessary expenses Liability under this Coverage Part does not apply incurred for the defense of a "suit" seeking to a given claim unless and until: damages to which this insurance applies, that a. The insured or insured's "underlying insurer" we would have paid had we been able to has become obligated to pay the "retained exercise our right and duty to defend. limit"; and If the insured becomes legally obligated to pay b. The obligation of the insured to pay the sums because of damages to which this "ultimate net loss" in excess of the "retained insurance applies in a part of the "coverage territory" that is outside the United States of limit"has been determined by a final settlement America (including its territories and or judgment or written agreement among the insured, claimant and us. possessions), Puerto Rico or Canada, and we are prevented by law, or otherwise, from 12.Transfer Of Defense paying such sums on the insured's behalf, we When the underlying limits of insurance have been will reimburse the insured for such sums. used up in the payment of judgments or b. All payments or reimbursements we make for settlements, the duty to defend will be transferred damages because of judgments or settlements to us. We will cooperate in the transfer of control will be made in U.S. currency at the prevailing to us of any outstanding claims or"suits" seeking exchange rate at the time the insured became damages to which this insurance applies which legally obligated to pay such sums. Ail would have been covered by the "underlying payments or reimbursements we make for insurance" had the applicable limit not been used expenses under Supplementary Payments will i up. be made in U.S. currency at the prevailing lir 13.Maintenance Of/Changes To Underlying exchange rate at the time the expenses were Insurance incurred. Any "underlying insurance" must be maintained in c. Any disputes between you and us as to full effect without reduction of coverage or limits whether there is coverage under this policy except for the reduction of the aggregate limit in must be filed in the courts of the United States accordance with the provisions of such"underlying of America (including its territories and 5 insurance" that results from payment of claims, possessions), Canada or Puerto Rico. r settlement or judgments to which this insurance d. The insured must fully maintain any coverage applies. required by law, regulation or other Such exhaustion or reduction is not a failure to governmental authority during the policy maintain "underlying insurance". Failure to period, except for reduction of the aggregate maintain "underlying insurance" will not invalidate limits due to payments of claims,judgments or Einsurance provided under this Coverage Part, but settlements. • i insurance provided under this Coverage Part will Failure to maintain such coverage required by r apply as if the "underlying insurance" were in full law, regulation or other governmental authority I effect. will not invalidate this insurance. However, this If there is an increase in the scope of coverage of insurance will apply as if the required coverage I any"underlying insurance" during the term of this by law, regulation or other governmental policy, our liability will be no more than it would authority was in full effect. have been if there had been no such increase. You must notify us in writing, as soon as practicable, if any "underlying insurance" is I1 cancelled, not renewed, replaced or otherwise terminated, or if the limits or scope of coverage of any"underlying insurance"is changed. i Page 14 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 l . i SECTION V—DEFINITIONS if such property can be restored to use by the 1. "Advertisement" means a notice that is broadcast repair, replacement, adjustment or removal of or published to the general public or specific "your product" or "your work", or your fulfilling the market segments about your goods, products or terms of the contract or agreement. services for the purpose of attracting customers or 9. "Insured contract"means: supporters. For the purposes of this definition: a. A contract for a lease of premises. However, a. Notices that are published include material that portion of the contract for a lease of placed on the Internet or on similar electronic premises that indemnifies any person or means of communication;and organization for damage by fire to premises b. Regarding web sites, only that part of a web while rented to you or temporarily occupied by site that is about your goods, products or you with permission of the owner is not an services for the purposes of attracting "insured contract"; customers or supporters is considered an b. A sidetrack agreement; advertisement. c. Any easement or license agreement, except in 2. "Auto" means: connection with construction or demolition a. A land motor vehicle, trailer or semitrailer operations on or within 50 feet of a railroad; designed for travel on public roads, including d. An obligation, as required by ordinance, to any attached machinery or equipment; or indemnify a municipality, except in connection b. Any other land vehicle that is subject to a with work for a municipality; compulsory or financial responsibility law or e. An elevator maintenance agreement; other motor vehicle insurance law where it is f. That part of any contract or agreement entered licensed or principally garaged. into, as part of your business, pertaining to the However, "auto" does not include "mobile rental or lease, by you or any of your equipment". "employees", of any "auto". However, such agreement shall not be considered 3. "Bodily injury" means bodily injury, disability, contract or ag " sickness or disease sustained by a person, an insured contract to the extent that it obligates you or any of your "employees" to including death resulting from any of these at any pay for"property damage"to any"auto"rented time. "Bodily injury" includes mental anguish or or leased by you or any of your"employees". other mental injury resulting from"bodily injury". g. That part of any other contract or agreement • 4. "Coverage territory" means anywhere in the world with the exception of any country or jurisdiction pertaining to your business (including an indemnification of a municipality in connection which is subject to trade or other economic with work performed for a municipality) under sanction or embargo by the United States of which you assume the tort liability of another 1 America. party to pay for "bodily injury" or "property ;; 5. "Covered auto" means only those "autos"to which damage"to a third person or organization.Tort "underlying insurance"applies. liability means a liability that would be imposed 6. "Employee" includes a "leased worker". by law in the absence of any contract or f "Employee" does not include a "temporary agreement. t worker". Paragraphs f. and g. do not include that part of r 7. "Executive officer" means a person holding any of any contract or agreement: the officer positions created by your charter, (1) That indemnifies a railroad for"bodily injury" constitution, bylaws or any other similar governing or "property damage" arising out of Fdocument. construction or demolition operations,within 4 8. "Impaired property"means tangible property, other 50 feet of any railroad property and than "your product" or"your work", that cannot be affecting any railroad bridge or trestle, used or is less useful because: tracks, road-beds, tunnel, underpass or I a. It incorporates "your product" or "your work" crossing; that is known or thought to be defective, (2) That pertains to the loan, lease or rental of ( deficient, inadequate or dangerous;or an "auto" to you or any of your t "employees", if the "auto" is loaned, leased b. You have failed to fulfill the terms of a contract or rented with a driver;or t or agreement; t il i 1 Cu 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 15 of 18 t (3) That holds a person or organization f. Vehicles not described in Paragraph a., b., c. engaged in the business of transporting or d. above maintained primarily for purposes property by"auto"for hire harmless for your other than the transportation of persons or use of a "covered auto" over a route or cargo. territory that person or organization is However, self-propelled vehicles with the authorized to serve by public authority. following types of permanently attached 10."Leased worker" means a person leased to you by equipment are not "mobile equipment" but will a labor leasing firm under an agreement between be considered"autos": you and the labor leasing firm, to perform duties (1) Equipment designed primarily for: related to the conduct of your business. "Leased worker"does not include a"temporary worker". (a) Snow removal; 11."Loading or unloading" means the handling of (b) Road maintenance, but not construction property: or resurfacing;or a. After it is moved from the place where it is (c) Street cleaning; accepted for movement into or onto an aircraft, (2) Cherry pickers and similar devices mounted watercraft or"auto"; on automobile or truck chassis and used to , b. While it is in or on an aircraft, watercraft or raise or lower workers;and "auto";or (3) Air compressors, pumps and generators, c. While it is being moved from an aircraft, including spraying, welding, building watercraft or "auto" to the place where it is cleaning, geophysical exploration, lighting finally delivered; and well servicing equipment. but "loading or unloading" does not include the However, "mobile equipment" does not include movement of property by means of a mechanical land vehicles that are subject to a compulsory device, other than a hand truck, that is not or financial responsibility law or other motor attached to the aircraft,watercraft or"auto". vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a 12."Mobile equipment" means any of the following compulsory or financial responsibility law or types of land vehicles, including any attached other motor vehicle insurance law are machinery or equipment: considered"autos". a. Bulldozers, farm machinery, forklifts and other 13."Occurrence" means an accident, including j vehicles designed for use principally off public continuous or repeated exposure to substantially roads; the same general harmful conditions. b. Vehicles maintained for use solely on or next to 14."Personal and advertising injury" means injury, j premises you own or rent; including consequential "bodily injury", arising out ti c. Vehicles that travel on crawler treads; of one or more of the following offenses: d. Vehicles, whether self-propelled or not, a. False arrest,detention or imprisonment; maintained primarily to provide mobility to b. Malicious prosecution; 4 permanently mounted: c. The wrongful eviction from, wrongful entry into, (1) Power cranes, shovels, loaders, diggers or or invasion of the right of private occupancy of • drills;or a room, dwelling or premises that a person (2) Road construction or resurfacing equipment occupies, committed by or on behalf of its such as graders,scrapers or rollers; owner,landlord or lessor; j e. Vehicles not described in Paragraph a., b., c. d. Oral or written publication, in any manner, of ' or d. above that are not self-propelled and are material that slanders or libels a person or maintained primarily to provide mobility to organization or disparages a person's or Ipermanently attached equipment of the organization's goods,products or services; following types: e. Oral or written publication, in any manner, of I (1) Air compressors, pumps and generators, material that violates a person's right of i Including spraying, welding, building privacy; 3 cleaning, geophysical exploration, lighting f. The use of another's advertising idea in your R and well servicing equipment;or ' "advertisement";or 1 (2) Cherry pickers and similar devices used to g. Infringing upon another's copyright,trade dress raise or tower workers; or slogan in your"advertisement". i 1 1 Page 16 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 15."Pollutants" mean any solid, liquid, gaseous or (2) The existence of tools, uninstalled thermal irritant or contaminant, including smoke, equipment or abandoned or unused vapor, soot, fumes, acids, alkalis, chemicals and materials. waste. Waste includes materials to be recycled, 18."Property damage" means: reconditioned or reclaimed. 16."Pollution cost or expense" means anyloss, cost a. Physical injury to tangible property, including P all resulting loss of use of that property. All or expense arising out of any: such loss of use shall be deemed to occur at a. Request, demand, order or statutory or the time of the physical injury that caused it;or regulatory requirement that any insured or b. Loss of use of tangible property that is not others test for, monitor, clean up, remove, physically injured. All such loss of use shall be contain, treat, detoxify or neutralize, or in any deemed to occur at the time of the way respond to, or assess the effects of, "occurrence"that caused it. "pollutants";or b. Claim or suit byor on behalf of agovernmental With respect to the ownership, maintenance or use of "covered autos", property damage also authority for damages because of testing for, includes "pollution cost or expense", but only to monitoring, cleaning up, removing, containing, the extent that coverage exists under the treating, detoxifying or neutralizing, or in any "underlying insurance" or would have existed but way responding to, or assessing the effects of, for the exhaustion of the underlying limits. "pollutants". For the purposes of this insurance,with respect to 17."Products-completed operations hazard": other than the ownership, maintenance or use of a. Includes all "bodily injury" and "property "covered autos", electronic data is not tangible damage" occurring away from premises you property. own or rent and arising out of"your product"or As used in this definition, electronic data means "your work"except: information, facts or programs stored as or on, (1) Products that are still in your physical created or used on, or transmitted to or from possession;or computer software (including systems and (2) Work that has not yet been completed or applications software), hard or floppy disks, CD- abandoned. However, "your work" will be ROMs, tapes, drives, cells, data processing deemed completed at the earliest of the devices or any other media which are used with following times: electronically controlled equipment. (a) When all of the work called for in your 19."Retained limit" means the available limits of contract has been completed. "underlying insurance" scheduled in the Declarations or the "self-insured retention", (b) When all of the work to be done at the whichever applies. job site has been completed If your 20."Self-insured retention" means the dollar amount contract calls for work at more than one listed in the Declarations that will be paid by the job site. insured before this insurance becomes applicable (c) When that part of the work done at a job only with respect to"occurrences" or offenses not site has been put to its intended use by covered by the "underlying insurance". The "self- any person or organization other than insured retention" does not apply to "occurrences" [ another contractor or subcontractor or offenses which would have been covered by working on the same project. "underlying insurance" but for the exhaustion of Work that may need service, maintenance, applicable limits. correction, repair or replacement, but which 21."Suit" means a civil proceeding in which damages is otherwise complete, will be treated as because of "bodily injury", "property damage" or completed. "personal and advertising injury" to which this b. Does not include "bodily injury" or "property insurance applies are alleged."Suit"includes: damage"arising out of: a. An arbitration proceeding in which such F (1) The transportation of property, unless the damages are claimed and to which the insured injury or damage arises out of a condition in must submit or does submit with our consent; or on a vehicle not owned or operated by or 0 you, and that condition was created by the 1 "loading or unloading"of that vehicle by any insured;or G i f i F CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 17 of 18 r 1 • b. Any other alternative dispute resolution b. Includes: proceeding in which such damages are (1) Warranties or representations made at any claimed and to which the insured submits with time with respect to the fitness, quality, our consent or the "underlying insurer's" durability, performance or use of "your consent. product";and 22."Temporary worker" means a person who is (2) The providing of or failure to provide furnished to you to substitute for a permanent warnings or instructions. "employee"on leave or to meet seasonal or short- ' term workload conditions. c. Does not include vending machines or other 23."Ultimate net loss" means the total sum, after property rented to or located for the use of others but not sold. reduction for recoveries or salvages collectible, that the insured becomes legally obligated to pay 28."Your work": as damages by reason of settlement or judgments a. Means: or any arbitration or other alternate dispute (1) Work or operations performed by you or on method entered into with our consent or the your behalf; and "underlying insurer's"consent. 24."Underlying insurance" means any policies of (2) Materials, parts or equipment furnished in insurance listed in the Declarations under the connection with such work or operations. Schedule of"underlying insurance". b. Includes: 25."Underlying insurer" means any insurer who (1) Warranties or representations made at any provides any policy of insurance listed in the time with respect to the fitness, quality, Schedule of"underlying insurance". durability, performance or use of "your 26."Volunteer worker" means a person who is not work";and your"employee", and who donates his or her work (2) The providing of or failure to provide and acts at the direction of and withih the scope of warnings or instructions. duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 27."Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name;or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. . Page 18 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTO ELITE EXTENSION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The BUSINESS AUTO COVERAGE FORM is amended to include the following clarifications and extensions of coverage.With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. TEMPORARY SUBSTITUTE AUTO PHYSICAL (2) Available under the applicable Limit Of DAMAGE Insurance for Covered Autos Liability Section I — Covered Autos Paragraph C. Certain Coverage shown in the Declarations; Trailers, Mobile Equipment, and Temporary whichever is less. Substitute Autos is amended by adding the C. EMPLOYEES AS INSUREDS following: The following is added to the Section II—Covered If Physical Damage Coverage is provided by this Autos Liability Coverage, Paragraph A.1.Who Is coverage form for an "auto" you own, the Physical An Insured provision: Damage Coverages provided for that owned Any"employee"of yours is an"insured"while using "auto" are extended to any "auto" you do not own a covered "auto" you don't own, hire or borrow in white used with the permission of its owner as a your business or your personal affairs. temporary substitute for the covered "auto" you D. EMPLOYEE HIRED AUTOS own that is out of service because of breakdown, repair,servicing,"loss"or destruction. 1. Changes In Covered Autos Liability The coverage provided is the same as the Coverage coverage provided for the vehicle being replaced. The following is added to the Who is An B. BLANKET ADDITIONAL INSUREDS Insured provision: The Who Is An Insured provision under Section II An "employee" of yours is an "insured" while — Covered Autos Liability Coverage is amended operating an "auto" hired or rented under a to include the following as an"insured": contract or agreement in an "employee's" name, with your permission, while performing 1. Any person or organization whom you have duties related to the conduct of your business. agreed in a written contract or agreement to 2. Changes In General Conditions name as an additional "insured" under your "auto" Policy to provide "bodily injury" or Paragraph 5.b. of the Other Insurance in the "property damage" coverage, but only with Business Auto Coverage Form is amended by respects to liability arising out of the use of a. the addition of the following: covered "auto" you own, hire or borrow and For Hired Auto Physical Damage Coverage any resulting from the acts or omissions by you, any covered "auto" hired or rented by your of your "employees" or agents. The insurance "employee"under a contract in an"employee's" afforded to such additional "insured" will not be name, with your permission, while performing broader than that which you are required to duties related to the conduct of your business is provide for such additional "insured" and deemed to be a covered"auto"you own. applies only to a written contract executed prior However, any"auto"that is leased, hired, rented or to the "bodily injury" or "property damage" and is still in force at the time of the"accident". borrowed with a driver is not a covered"auto". 2. With respect to the insurance afforded to the E. NEWLY FORMED OR ACQUIRED ORGANIZATIONS additional "insured" described above, the following is added to Section — C. Limit Of Section II — Covered Autos Liability Coverage, Insurance Covered Autos Liability A.1.Who Is An Insured is amended by adding the Coverage: following: The most we will pay on behalf of the additional Any organization which you acquire or form after "insured"is the amount of insurance: the effective date of this Policy in which you (1) Required by the written contract or maintain ownership or majority interest. However: agreement described above, or CA7450(2-22) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 1 of 5 (1) Coverage under this provision is afforded only a covered private passenger "auto". The up to 180 days after you acquire or form the deductible is waived for these services. organization, or to the end of the Policy period, K. TRANSPORTATION EXPENSES whichever is earlier. Section III — Physical Damage Coverage, A.4. F. SUBSIDIARIES AS INSUREDS Coverage Extensions Subparagraph a. Section II — Covered Autos Liability Coverage, Transportation Expenses is replaced by the A.1.Who Is An Insured is amended by adding the following: following: (1) We will pay up to$75 per day to a maximum of Any legally incorporated subsidiary in which you $2,500 for temporary transportation expense own more than 50% of the voting stock on the incurred by you because of the total theft of a effective date of this Policy. However, "insured" covered "auto" of the private passenger type. does not include any subsidiary that is an "insured" We will pay only for those covered "autos" for under any other automobile liability Policy or was which you carry either Comprehensive or an"insured" under such a Policy but for termination Specified Cause of Loss Coverage. We will of that Policy or the exhaustion of the Policy's limits pay for temporary transportation expenses of liability. incurred during the period beginning 48 hours after the theft and ending, regardless of the G. SUPPLEMENTARY PAYMENTS Policy's expirations, when the covered "auto" is Section II — Covered Autos Liability Coverage, returned to use or we pay for its"loss". A.2.a. Coverage Extensions, Supplementary (2) If the temporary transportation expenses you Payments (2) and (4) are replaced by the incur arise from your rental of an "auto" of the following: private passenger type, the most we will pay is (2) Up to $5,000 for the cost of bail bonds the amount it costs to rent an "auto" of the (including bonds for related traffic law private passenger type which is of the same violations) required because of an "accident" like, kind and quality as the stolen covered we cover. We do not have to furnish these "auto". bonds. L. ELECTRONIC EQUIPMENT COVERAGE ADDED (4) All reasonable expenses incurred by the LIMITS "insured" at our request, including actual loss of All electronic equipment that reproduces, receives earnings up to $500 a day because of time off or transmits audio, visual, or data signals in any from work. one "loss" is $5,000, in addition to the sublimit in H. FELLOW EMPLOYEE COVERAGE Paragraph C.1.b. of the Limits Of Insurance In those jurisdictions where, by law, fellow provision under Section III — Physical Damage employees are not entitled to the protection Coverage. afforded to the employer by workers compensation M. HIRED AUTO PHYSICAL DAMAGE exclusivity rule, or similar protection. The following Section III — Physical Damage Coverage, A.4. provision is added: Coverage Extensions is amended by adding the Subparagraph 5. of Paragraph B. Exclusions in following: If hired "autos" are covered "autos" for Section II — Covered Autos Liability Coverage Liability Coverage, and if Comprehensive, Specified does not apply if the "bodily injury" results from the Causes of Loss, or Collision Coverage is provided use of a covered"auto"you own or hire. for any"auto" you own, then the Physical Damage I. TOWING AND LABOR coverages provided are extended to "autos" you lease, hire, rent or borrow is deemed to be a Section III — Physical Damage Coverage, A.2. covered "auto" you own, subject to the following Towing And Labor is replaced with the following: limit and deductible: We will pay for Towing And Labor costs incurred, (1) The most we will pay for loss to any leased, subject to the following: hired, rented or borrowed"auto" is the lesser of a. Up to$100 each time a covered"auto"that is a up to a limit of$100,000, Actual Cash Value or private passenger type is disabled;or Cost of Repair, minus the deductible. b. Up to $500 each time a covered "auto" other (2) The deductible will be equal to the largest than the private passenger type is disabled. deductible applicable to any owned "auto" for However, the labor must be performed at the place that coverage. of disablement. (3) Subject to the above limit and deductible J. LOCKSMITH SERVICES provisions, we will provide coverage equal to the broadest coverage applicable to any Section III — Physical Damage Coverage, A.4. covered"auto"you own. Coverage Extensions is amended by adding the We will pay up to$1,000, in addition to the limit following: above, for Loss Of Use of a hired auto to a We will pay up to $250 per occurrence for leasing or rental concern for a monetary loss necessary locksmith services for keys locked inside CA7450(2-22) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 2 of 5 , • sustained, provided it results from an"accident" are an individual, the Personal Effects of a family for which you are legally liable. member, that is in the covered auto at the time of the However, coverage does not apply to any "auto" "loss". leased, hired, rented or borrowed in your Motor For the purposes of this extension Personal Effects Carrier Operations and any "auto" that is leased, " means tangible property that is worn or carried by an hired, rented or borrowed with a driver is not a insured including portable audio, visual, or electronic covered"auto". devices. Personal Effects does not include tools, N. AUTO LOAN/LEASE GAP COVERAGE jewelry, guns, money and securities, or musical instruments. Section III — Physical Damage Coverage Paragraph A.4. Coverage Extensions is amended Q. EXTRA EXPENSE FOR STOLEN AUTO by the addition of the following: Section III — Physical Damage Coverage, A.4. Autos of theprivate passenger, light or medium Coverage Extensions is amended by adding the p g 9 following: trucks that are loaned or leased for a period of six We will pay up to $1,000 for the expense incurred Physical Dammagee Coverage is a covered "auto' months or longerand whichhave been providedreturning a stolen covered "auto" to you because of the total theft of such covered "auto". Coverage under this Policy for which a premium charge has applies only to those covered "autos" for which you been made for Comprehensive, Specified Cause of carry Comprehensive or Specified Causes Of Loss Loss, or Collision Coverage. We will pay any unpaid amount due up to a limit of$10,000 on the Coverage. lease or loan for a covered"auto", including up to a R. RENTAL REIMBURSEMENT EXPENSES maximum of $500 for early termination fees or Section III — Physical Damage Coverage, A.4. penalties, on the lease or loan for a covered "auto", Coverage Extensions is amended by adding the less: following: 1. The amount paid under the Policy's Physical 1. This coverage applies only to a covered"auto"for Damage Coverage; and which Physical Damage Coverage is provided 2. Any: on this Policy. a. Overdue or any deferred lease/loan 2. We will pay for Rental Reimbursement 1 payments at the time of the"loss"; Expenses incurred by you for the rental of an auto because of "loss" to a covered "auto". b. Financial penalties imposed under a lease Payment applies in addition to the otherwise for excessive use, abnormal wear and tear applicable amount of each coverage you have on or high mileage; a covered "auto". No deductibles apply to this c. Security deposits not returned by the coverage. lessor; 3. We will pay only for those expenses incurred d. Costs for extended warranties, Credit Life during the Policy period beginning 24 hours Insurance, Health, Accident or Disability after the "loss" and ending, regardless of the Insurance purchased with the loan or lease; Policy's expiration, with the lesser of the and following number of days e. Carry-over balances from previous loans or a. The number of days reasonably required to leases. repair or replace the covered "auto". If"loss" is. The insurance provided by this Auto LoaniLease caused by theft, this number of days is added Gap Coverage is excess over any other collectible to the number of days it takes to locate the insurance including but not limited to any coverage covered"auto"and return it to you; or provided by or purchased from the lessor or any b. 30 days. financial institution. 4. Our payment is limited to the lesser of the O. PERSONAL PROPERTY OF OTHERS following amounts: Section ill — Physical Damage Coverage, A.4. a. Necessary and actual expenses incurred; Coverage Extensions is amended by adding the or following: b. $75 per day, subject to a$2,250 limit. We will pay up to $500 for loss to Personal 5. This coverage does not apply while there are Property Of Others in or on your covered "auto" in the event of a covered"auto"loss. spare or reserve "autos" available to you for i your operations. No deductibles apply to this coverage. 6. If"loss" results from the total theft of a covered n P. PERSONAL EFFECTS COVERAGE "auto" of the private passenger type, we will Section Ill — Physical Damage Coverage, A.4. pay under this coverage only that amount of Coverage Extensions is amended by adding the your Rental Reimbursement Expenses which k is not already provided for under the Physical f following: — i; We will pay up to $500 for "loss" to your Personal Damage Transportation Expense t Effects not otherwise covered in the Policy or, if you i CA7450(2-22) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 3 of 5 Coverage Extension included in this 2. Regardless of the number of covered "autos" endorsement. damaged or stolen the maximum deductible 7. Coverage provided by this extension is excess applicable for all"loss"in any one event caused by: over any other collectible insurance and/or a. Theft or Mischief or Vandalism;or endorsement to this Policy. b. All Perils S. VEHICLE WRAPS COVERAGE c. Collision Section III — Physical Damage Coverage, A.4. Will be equal to two times the highest deductible Coverage Extensions is amended by adding the applicable to any one covered"auto'on the Policy for following: Comprehensive, Specified Causes of Loss or 1. This coverage applies only to a covered "auto" Collision Coverage. The application of the highest for which Physical Damage Coverage is deductible used to calculate the maximum deductible provided on this Policy. will be made regardless of which covered "autos" 2. Vehicle wraps that are damaged are covered at were damaged or stolen in the"loss". the lessor of replacement cost or the original W. FULL GLASS COVERAGE purchase cost of the vehicle wrap,whichever is Section III — Physical Damage Coverage, D. less, up to$2,000. Deductible is amended by the addition of the This coverage does not apply to wear and tear. following: T. AIRBAG COVERAGE If the Comprehensive Coverage applies to the Section III — Physical Damage Coverage, B.3.a. covered "autos", no Comprehensive Coverage Deductible applies to the cost of repairing or replacing Exclusions is amended by adding the following: damaged glass on the covered"auto(s)". If you have purchased Comprehensive or Collision X. PHYSICAL DAMAGE DEDUCTIBLE — VEHICLE Coverage under this Policy, the exclusion relating to TRACKING SYSTEM mechanical breakdown does not apply to the accidental discharge of an airbag. Section III — Physical Damage D. Deductible is U. NEW VEHICLE REPLACEMENT COST amended by adding the following: The following is added to Paragraph C. Limit Of Comprehensive Coverage Deductible shown in the Insurance of Section III — Physical Damage Declaration will be reduced by 50% for any "loss" Coverage caused by theft of the vehicle when equipped with a In the event of a total"loss" to a covered "auto" you vehicle tracking device such as a radio tracking own of the private passenger type or vehicle having a device wasr thea global positioningfc device and that gross vehicle weight of 20,000 pounds or less, to device method of recovery of the vehicle. which this coverage applies, we will pay to replace Y. DUTIES IN THE EVENT OF ACCIDENT, CLAIM, such covered"auto", minus any applicable deductible SUIT,OR LOSS shown in the Declarations,at your option: Section IV — Business Auto Conditions, A.2. a. The verifiable new vehicle purchase price you Duties In The Event Of Accident, Claim, Suit Or paid for your damaged vehicle, not including any Loss is amended by adding the following: insurance or warranties. Your obligation to notify us promptly of an"accident", b. The purchase price, as negotiated by us, of a claim, "suit" or "loss" is satisfied if you send us the new vehicle of the same make, model, and required notice as soon as practicable after your equipment, or most similar model available, not Insurance Administrator or anyone else designated by including any furnishings, parts,or equipment not you to be responsible for insurance matters is notified, installed by the manufacturer or their dealership. or in any manner made aware,of an"accident",claim, suit' or"loss". c. The market value of your damaged vehicle, not Z. WAIVER OF TRANSFER OF RIGHTS OF including any furnishings, parts, or equipment not RECOVERY installed by the manufacturer or their dealership. We will not pay for initiation or set up costs associated Subparagraph 5. of Paragraph A. Loss Conditions with a loans or leases. of Section IV — Business Auto Conditions is deleted in its entirety and replaced with the following. For the purposes of this coverage extension a new Transfer Of Rights Of RecoveryAgainst Others covered auto is defined as an"auto"of which you are g g To Us the original owner that has not been previously titled } which you purchased less than 180 days prior to the If any person or organization to or for whom we date of loss. make payment under this Coverage Form has r•.. V. LOSS TO TWO OR MORE COVERED AUTOS rights to recover damages from another, those FROM ONE ACCIDENT rights are transferred to us. That person or organization must do everything necessary to Section III — Physical Damage Coverage, D. secure our rights and must do nothing after Deductible Subparagraph 2. is replaced by the "accident" or "loss" to impair them. However, we following: waive any right of recovery we may have against any person, or organization with whom you have a CA7450(2-22) Includes copyrighted material of ISO Properties,Inc.with its permission. Page 4 of 5 , written contract, agreement or permit executed AB. UNINTENTIONAL FAILURE TO DISCLOSE prior to the"loss"that requires a waiver of recovery EXPOSURES for payments made for damages arising out of your Section IV — Business Auto Conditions, B.2. operations done under contract with such person or Concealment, Misrepresentation, Or Fraud is organization. amended by adding the following: AA. PRIMARY AND NONCONTRIBUTORY — OTHER If you unintentionally fail to disclose any exposures INSURANCE CONDITION existing at the inception date of this Policy,we will not Section IV — Business Auto Conditions, B. deny coverage under this Coverage Form solely General Conditions, 5. Other Insurance c. is because of such failure to disclose. However, this replaced by the following: provision does not affect our right to collect additional This Coverage Form's Covered Autos Liability premium or exercise our right of cancellation or non- Coverage is primary to and will not seek contribution renewal. from any other insurance available to an "insured" AC. MENTAL ANGUISH under your Policy provided that: Section V — Definitions, C. is replaced by the 1. Such "insured" is a Named Insured under such following: other insurance; and "Bodily injury" means bodily injury, sickness or 2. You have agreed in writing in a contract or disease sustained by a person, including mental agreement that this insurance would be primary anguish or death resulting from bodily injury, sickness and would not seek contribution from any other or disease. insurance available to such"insured". AD. LIBERALIZATION However, coverage does not apply to any "auto" If we revise this endorsement to provide greater leased, hired, rented or borrowed in your Motor coverage without additional premium charge, we will Carrier Operations and any "auto" that is leased, automatically provide the additional coverage to all hired, rented or borrowed with a driver is not a endorsement holders as of the day the revision is covered"auto". effective in your state. • • CA7450(2-22) Includes copyrighted material of ISO Properties,Inc.with Its permission. Page 5 of 5