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22-079 Alta Planning and Design for Suggested Routes to School Maps and Map TemplateSuggested Routes to School Maps and Map Template Page 1 of 9 Professional/Consulting Contracts /Version: October 2021 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Alta Planning and Design (“Contractor”), a Corporation for Suggested Routes to School Maps and Map Template, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on August 01, 2022 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by August 01, 2022. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $10,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending Suggested Routes to School Maps and Map Template Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remint to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Suggested Routes to School Maps and Map Template Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept s eparate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Suggested Routes to School Maps and Map Template Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of public ity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in Suggested Routes to School Maps and Map Template Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. Suggested Routes to School Maps and Map Template Page 6 of 9 Professional/Consulting Contracts /Version: October 2021 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Cherie Walkowiak as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Christopher Buckingham as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of Suggested Routes to School Maps and Map Template Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of ever y kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Suggested Routes to School Maps and Map Template Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Cherie Walkowiak Email: cheriew@cupertino.org To Contractor: Alta Planning and Design 711 SE Grand Avenue Portland, OR 97214 Attention: Christopher Buckingham Email: contracts@altaplanning.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date Natalie Lozano Vice President, as duly authorized Jun 21, 2022 Transportation Manager David Stillman Jun 21, 2022 Suggested Routes to School Maps and Map Template Page 9 of 9 Professional/Consulting Contracts /Version: October 2021 APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Christopher D. Jensen Jun 21, 2022 Alta Planning + Design, Inc. City of Cupertino, CA Suggested Route Map: Lincoln Elementary Update 1 Scope of Work TASK 1: Project Management This task includes ongoing project management tasks, including monthly invoicing and biweekly status updates via video conference or email for 2 months of work (up to 5 total meetings). Task 1 Deliverables: •Ongoing project management, including invoicing •Up to 5 total meetings, including project kick off Fee: $2,000 TASK 2: Identify Template Update Alta will provide the City with up to 3 example suggested route maps completed in other communities to provide a basis for discussion regarding a new map style. Alta will convene a meeting with the City to review the examples and discuss options and preferences. Outcomes of this discussion will be documented in the Suggested Route Map Intake Form, which will be provided to the City for review. Alta will revise the intake form based on a consolidated set of comments from the City. The Intake Form will represent the final decisions for map styles to improve efficiency and allow for uniform development of maps across schools. It is assumed that the style update will only apply to the map side of the document and be completed fully within GIS (i.e., the process will not include export to and finishing within the Adobe Creative Suite); the opposite side of the map will rely on the existing document. This task does not include any changes to the first page of the suggested route map file. Task 2 Deliverables: •Up to 3 suggested route map examples for City review and discussion •One draft and one final suggested route map intake form Fee: $1,000 TASK 3: Compile GIS Data + Develop Map Template Task 3.1 Compile Data Alta will download required datasets from publicly-available sources, such as the City’s Open Data Portal. For data that is not available through this source, Alta will provide a data request to the City. This task does not include the collection or creation of new datasets or modification and field verification of existing data. Task 3.2 Recommend Map Extent The Lincoln Elementary map will be expanded to capture Regnart Elementary students. Extent will be based on (1) heat map of student locations provided by the district (already provided). Alta will propose an updated extent for the City to review. The proposed extent will be provided as a draft export from GIS with identifying features (not stylized). The City will provide one round of review to confirm the extent; any necessary changes should be communicated Exhibits A, B, C Alta Planning + Design, Inc. City of Cupertino, CA Suggested Route Map: Lincoln Elementary Update 2 through a mark up of the map and/or identification by name of specific roadway alignments. Alta will revise the extent based on this set of comments. Task 3.3 Develop Template Based on the suggested route map intake form, Alta will develop a draft template, including title block and identified disclaimer language, for the City’s review. Task 3 Deliverables: •GIS Data Request Memo •One Draft Map Extent for Lincoln Elementary (PDF) •One Final Map Extent for Lincoln Elementary (PDF), including Draft Template •Up to 2 meetings with 1 Alta staff Fee: $2,500 TASK 4: Identify Recommended Routes Task 4.1 Develop Draft Routes Alta will revise suggested routes to connect Regnart student locations to Lincoln Elementary. This task will utilize the existing suggested routes for Lincoln Elementary and include only new routes to connect Regnart Elementary School students. This task does not include revisions to Lincoln Elementary School routes. This task includes one round of City review to confirm the revised routes. If school district review is required, City should circulate maps in conjunction with City review and provide consolidated edits. Alta will revise maps based on one consolidated set of comments provided by the City. Task 4.2 Final Suggested Route Map Alta will deliver a final suggested route map that reflects the comments provided by the City in Task 4.2. The final deliverable will include a PDF export of the map as well as the native files. Alta anticipates this will include an APRX file (ArcPro map file) and associated data. However, depending on the identified template, this may include Adobe Illustrator or similar files. This task assumes the map will be developed in English only. Alta can facilitate translation for an additional fee. TASK 4 Deliverables: •Draft suggested route map for Lincoln Elementary (English only) •One Final suggested route map for Lincoln Elementary (English only) •Original files for resulting map; format to be determined by template requirements established in Task 2 and 3. Fee: $2,500 Additional Task 5: Eaton Elementary School Suggested Route Map If approved by the City, this task will include development of a suggested route map for Eaton Elementary School. Draft suggested routes will utilize existing suggested routes for the school but will identify new opportunities based Alta Planning + Design, Inc. City of Cupertino, CA Suggested Route Map: Lincoln Elementary Update 3 on the heat map of students provided by the City as well as the route guidance identified through the Suggested Route Intake form. This task will include one round of review for the draft suggested routes, with revisions completed based on one set of consolidated comments from the City. This task assumes the map will be developed in English only. Alta can facilitate translation for an additional fee. Additional Task 5 Deliverables: • Draft suggested route map for Eaton Elementary (English Only) • Final suggested route map for Eaton Elementary (English Only) • Original files for resulting map Fee: $2,000 Project Schedule Cupertino, CA Lincoln Elementary Suggested Route Map Update Task May June July Task 1: Project Management ● ● ● ● ● Task 2: Identify Template Update Task 3: Compile GIS Data + Develop Map Template Task 4: Identify Recommended Routes D D Additional Task 5: Eaton Elementary D D Legend Task Progress ● Meetings/Calls Optional Tasks D Deliverable Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease.  Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 1 of 61 (ALF00) CERTIFICATE HOLDER © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS WC STATU-TORY LIMITS OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 06/15/2022 Parker, Smith & Feek, LLC. 2233 112th Avenue NE Bellevue, WA 98004 425-709-3600 425-709-7460 Hartford Casualty Ins. Co. Alta Planning + Design, Inc. 711 SE Grand Ave Portland, OR 97214 Trumbull Insurance Company Twin City Fire Ins. Co. Continental Casualty Company A X 1,000,000 8 X 8 8 8 52UUNOL5120 09/01/2021 09/01/2022 1,000,000 10,000 1,000,000 2,000,000 2,000,000 B 1,000,000 8 X X 52UENOL5676 09/01/2021 09/01/2022 A 8 7,000,000 8 X X 7,000,000 8 10,000 52XHUOL5121 09/01/2021 09/01/2022 C X 809/01/2021 09/01/2022 1,000,000 52WEOL6H1T ** WA Stop Gap 1,000,000 1,000,000 D Professional Liability MCH114135257 09/01/2021 X 09/01/2022 $5,000,000 Each Claim/Aggregate 00-2022-124 Cupertino, CA SRTS Map Update City of Cupertino and its City Council, officers, officials, employees, agents, servants, and volunteers are additional insureds on the general liability, automobile, and excess liability policies per the attached endorsements/forms... (See Attached Description) City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3202 2 of 61 (ALF00) DESCRIPTIONS (Continued from Page ) 1 . Coverage is primary and non-contributory on the general liability and automobile policies per the attached endorsements/forms. Waiver of subrogation applies on the general liability, automobile, workers compensation, and excess liability policies per the attached endorsements/forms. Notice of cancellation for the general liability, automobile, workers compensation, and excess liability policies per the attached forms. CANCELS AND REPLACES PREVIOUSLY ISSUED CERTIFICATE. 3 of 61 (ALF00) COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the enfire policy carefully to determine rights, dufies and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declaralions, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer lo the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organizafion qualifying as such under Section II - Who is An Insured. Olher words and phrases that appear in quotafion marks have special meaning. Refer to Section V - Definitions. SECTION I - COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" lo which this insurance applies. We will have the righl and duty lo defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the Insured against any "suit" seel<Ing damages for "bodiiy injury" or "property damage" to which this insurance does not apply. We may, at our discrefion, investigate any "occurrence" and settle any claim or "suit" that may result. Bul; (1) The amounl we will pay for damages is limited as described in Secfion III - Limits Of Insurance; and (2) Our righl and duly lo defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b. This insurance applies to "bodiiy injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily Injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II - Who Is An Insured and no "employee" authonzed by you to give or receive nofice of an "occurrence" or ciaim, knew lhat the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, thai the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred al the eariiest fime when any insured listed under Paragraph 1. of Secfion II - Who Is An Insured or any "employee" authorized by you lo give or receive nolice of an "occurrence" or claim; (1) Reports all, or any part, of the "bodiiy injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means lhat "bodily injury" or "property damage" has occurred or has begun lo occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting al any time from the "bodily injury". e. Incidental Medical Malpractice And Good Samaritan Coverage "Bodiiy injury" arising out of the rendering of or failure to render the following health care services by any "employee" or "volunteer worker" shall be deemed lo be caused by an "occurrence" for; HG 00 01 09 16 Page 1 of 21 ©2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Policy Number: 52 UUN OL5120 4 of 61 (ALF00) (1) Professional heallh care services such as: (a) Medical, surgical, dental, laboratory, x- ray or nursing services or treatment, advice or instruction, or the reiated furnishing of food or beverages; (b) Any heallh or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2) Firsl aid services, which include: (a) Cardiopulmonary resuscilafion, whether performed manually or with a defibrillator; or (b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply lo "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated lo pay damages by reason of the assumption of liability in a contraci or agreemenl. This exclusion does not apply to liability for damages: (1) That the insured would have In the absence oflhe contract or agreemenl; or (2) Assumed in a contract or agreement that is an "Insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execufion of the conlracl or agreement. Solely for the purposes of liability assumed in an "Insured contraci", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed lo be damages because of "bodily Injury" or "property damage", provided; (a) Liabilily to such party for, or for the cosl of, lhat party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and lifigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily Injury" or "properly damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxicafion of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulafion relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims againsi any insured allege negligence or olher wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of olhers by lhat insured; or (b) Providing or failing to provide transportation with respect to any person lhal may be under the influence of alcohol; if the "occurrence" which caused the "bodily Injury" or "property damage", involved lhal which is described In Paragraph (1), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distribufing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitfing a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such aclivily, is nol by Itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability beneflls or unemployment compensation iaw or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the Insured arising out of and in the course of; Page 2 of 21 HG 00 01 09 16 5 of 61 (ALF00) (a) Employmenl by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies; (1) Whether the insured may be liable as an employer or In any other capacity; and (2) To any obligation lo share damages wilh or repay someone else who must pay damages because of the injury. This exclusion does nol apply to liability assumed by the insured under an "insured conlract". f. Pollution (1) "Bodily Injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration. release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any fime owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply lo; (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or sool produced by or originating from equipment that is used lo heat, cool or dehumidify the building, or equipment that is used lo heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, sile or location has been added to your policy as an additional insured wilh respecl lo your ongoing operalions performed for that additional insured at lhat premises, sile or locafion and such premises, sile or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that addifional Insured; or (iii) "Bodily Injury" or "property damage" arising out of heat, smoke or fumes from a "hosfile flre"; (b) At or from any premises, site or location which Is or was at any fime used by or for any insured or others for the handling, storage, disposal, processing or treatment of wasle; (c) Which are or were al any time transported, handled, stored, treated, disposed of, or processed as waste by or for; (i) Any insured; or (ii) Any person or organizafion for whom you may be legally responsible; (d) At or from any premises, site or location on which any Insured or any contractors or subcontractors working directly or indireclly on any insured's behalf are performing operafions if the "pollutants" are brought on or to the premises, site or locafion in connection wilh such operations by such insured, contractor or subcontractor. However, this subparagraph does nol apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or olher operating fluids which are needed to perform the normal electrical, hydraulic or mechanical funcfions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operafing fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises oul of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or lo the premises, site or locafion with the intent that they be discharged, dispersed or released as part of the operafions being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into lhal building In connecfion wilh operations being performed by you or on your behalf by a contraclor or subconlractor; or (iii) "Bodily injury" or "property damage" arising out of heal, smoke or fumes from a "hostile fire"; or (e) Al or from any premises, site or location on which any Insured or any contractors or subcontractors working direcfiy or indirectly on any insured's behalf are performing operafions if the HG 00 01 09 16 Page 3 of 21 6 of 61 (ALF00) operafions are lo lest for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond lo, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement lhat any insured or olhers lest for, monitor, clean up, remove, contain, treal, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental aulhority for damages because of testing for, monitoring, cleaning up, removing, containing, treafing, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply lo liabilily for damages because of "property damage" that the insured would have In the absence of such request, demand, order or statutory or regulatory requirement, or such ciaim or "suit" by or on behalf of a governmental authority, g. Aircraft, Auto Or Watercraft "Bodiiy Injury" or "property damage" arising out of the ownership, maintenance, use or entrustment lo others of any aircrafi, "aulo" or watercraft owned or operated by or renled or loaned to any insured. Use includes operafion and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employmenl, training or monitoring of olhers by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" Involved the ownership, mainlenance, use or entrustment to others of any aircraft, "aulo" or watercraft that Is owned or operated by or rented or loaned to any insured. This exclusion does not apply lo: (1) A watercraft while ashore on premises you own or renl; (2) A watercraft you do not own thai Is; (a) Less than 51 feet long; and (b) Not being used lo carry persons for a charge; (3) Parking an "aulo" on. or on the ways next to, premises you own or rent, provided the "aulo" is nol owned by or rented or loaned to you or the insured; (4) Liabiiity assumed under any "insured conlract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "properly damage" arising out of: (a) The operafion of machinery or equipmenl that is atlached lo, or part of, a land vehicle that would qualify under the deflnition of "mobile equipment" if it were not subjecl to a compulsory or flnancial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operafion of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the deflnition of "mobile equipment"; or (6) An aircraft that Is not owned by any insured and Is hired, chartered or loaned with a paid crew. However, this excepfion does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance Is primary, excess, confingent or on any olher basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of (1) The transportafion of "mobile equipment" by an "aulo" owned or operated by or renled or loaned to any insured; or (2) The use of "mobile equipmenl" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting acfivity. i. War "Bodily injury" or "property damage", however caused, arising, directly or Indireclly, oul of: (1) War, including undeclared or civil war; (2) Wariike action by a military force, Including acfion In hindering or defending againsi an actual or expected attack, by any government, sovereign or other aulhority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or acfion taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" lo: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organizafion or enlily, for repair, replacemenl, Page 4 of 21 HG 00 01 09 16 7 of 61 (ALF00) enhancement, restorafion or maintenance of such property for any reason, Including prevenfion of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subconlraclors working directly or indirecfiy on your behalf are performing operafions, if the "property damage" arises oul of those operations; or (6) That particular part of any property lhat musl be restored, repaired or replaced because "your work" was incorrectly performed on il. Paragraphs (1), (3) and (4) of this exclusion do nol apply to "property damage" (other lhan damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Renled To You as described in Section III - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do nol apply lo "property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not appiy lo liability assumed under a sidetrack agreement Paragraphs (3) and (4) of this exclusion do not apply to "properly damage" to borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". k. Damage To Your Product "Property damage" lo "your producl" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and Included in the "products-completed operafions hazard". This exclusion does nol apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Properly damage" to "Impaired property" or property lhal has not been physically injured, arising oul of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf lo perform a contract or agreement in accordance with its lerms. This exclusion does nol apply lo the loss of use of olher property arising oul of sudden and accidental physical injury lo "your product" or "your work" after il has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspecfion, repair, replacemenl, adjustment, removal or disposal of: (1) "Your producl"; (2) "Your work"; or (3) "Impaired property"; If such product, work, or property is withdrawn or recalled from the markel or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condifion in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Access or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising oul of; (1) Any access lo or disclosure of any person's or organization's confldenlial or persona! information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corrupfion of, inability to access, or Inabillly to manipulate electronic dala. This exclusion applies even if damages are claimed for notiflcafion costs, credit monitonng expenses, forensic expenses, public relafions expenses or any other loss, cost or expense incurred by you or olhers arising out of that which is described in Paragraph (1) or (2) above. HG 00 01 09 16 Page 5 of 21 8 of 61 (ALF00) However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used wilh electronically controlled equipment q. Employment-Related Practices "Bodily injury" to: (1) A person arising out of any "employment- related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to lhat person at whom any "employment-related pracfices" are directed. This exclusion applies: (1) Whether the injury-causing event described in lhe definifion of "employment- related practices" occurs before employment, during employment or after employment of lhal person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligafion to share damages wilh or repay someone else who must pay damages because of the Injury. r. Asbestos (1) "Bodily injury" or "property damage" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind lo persons or property which would nol have occurred In whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or olhers lest for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of tesfing for, monitonng, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or In any way responding to or assessing the effects of an "asbestos hazard", s. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any aclion or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addifion lo such law; (2) The CAN-SPAM Acl of 2003, Including any amendment of or addition lo such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition lo such law, including the Fair and Accurate Credit Transacfion Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, thai addresses, prohibits or limits the printing, disseminafion, disposal, collecting, recording, sending, transmitting, communicafing or distribution of material or informafion. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and j. through n. do not apply to damage by flre, lighlning or explosion to premises while renled to you or temporarily occupied by you wilh permission of the owner. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. COVERAGE 8 PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the righl and duly to defend the insured againsi any "suit" seeking those damages. However, we will have no duty to defend the insured againsi any "suit" seeking damages for "personal and advertising injury" lo which this insurance does not appiy. We may, al our discretion, Investigate any offense and setfie any claim or "suit' lhat may result. But: (1) The amount we will pay for damages Is limited as described in Section III - Limits Of Insurance; and (2) Our right and duty lo defend end when we have used up the applicable limil of insurance in the payment of judgments or Page 6 of 21 HG 00 01 09 16 9 of 61 (ALF00) settlements under Coverages A or 8 or medical expenses under Coverage C. No olher obligafion or liabiiity to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b. This Insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not appiy to; a. Knowing Violation Of Rights Of Another "Personal and advertising injury" arising out of an offense committed by, at lhe direcfion or with the consent or acquiescence of the Insured with the expectafion of Inflicting "personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising oul of oral, written or electronic publicafion, in any manner, of material, if done by or at the direcfion of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of malerial whose first publicafion look place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising oul of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a conlract or agreement. This exclusion does not apply lo liability for damages lhat the insured would have in the absence of the contraci or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an Implied contract to use another's "advertising idea" in your "adverfisement". g. Quality Or Performance Of Goods - Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, producls or services. i. Infringement Of Intellectual Property Rights (1) "Personal and adverfising injury" arising oul of any actual or alleged infringement or violation of any intellectual property rights such as copyrighl, patent, trademark, trade name, trade secret, trade dress, service mark or olher designation of origin or aulhenficity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegafion of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would olherwise apply. However, this exclusion does nol apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of; (a) Copyright (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisemenl", a person's or organization's "advertising idea" or style of "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising Injury" commilled by an insured whose business is; (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Inlernel search, access, content or service provider. However, this exclusion does nol apply to Paragraphs a., b. and c. of the definition of "personal and advertising Injury" under the Definifions Section, Forthe purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or olhers anywhere on the internet Is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and adverfising injury" ansing out of an electronic chatroom or bulletin board the HG00 01 09 16 Page 7 of 21 10 of 61 (ALF00) Insured hosts, owns, or over which the insured exercises conlrol. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migrafion, release or escape of "pollulanls" at any fime. n. Pollution-Related Any loss, cost or expense arising oul of any: (1) Request, demand, order or stalutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond lo, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authorily for damages because of testing for, monitoring, cleaning up, removing, containing, treating, deloxifying or neutralizing, or In any way responding to, or assessing the effects of, "poiiutants". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out ot (1) War, including undeclared or civil war; (2) Wartike action by a military force, including action in hindering or defending against an actual or expecled attack, by any governmeni, sovereign or olher aulhority using military personnel or olher agents; or (3) Insurrection, rebellion, revolution, usurped power, or acfion taken by governmental authorily in hindering or defending against any of these. p. Internet Advertisements And Content Of Others "Personal and advertising injury" arising out of: (1) An "advertisemenl" for olhers on your web sile; (2) Placing a link lo a web site of others on your web site; (3) Content, including information, sounds, text, graphics, or images from a web sile of olhers displayed within a frame or border on your web sile; or (4) Computer code, software or programming used to enable: (a) Your web site; or (b) The presentation or funcfionalily of an "advertisement" or other content on your web site. q. Right Of Privacy Created By Statute "Personal and advertising injury" arising oul of the violation of a person's right of privacy created by any slate or federal act However, this exclusion does not apply to liability for damages that lhe Insured would have in the absence of such stale or federal act. r. Violation Of Anti-Trust law "Personal and advertising injury" arising out of a violafion of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the flucluafion in price or value of any stocks, bonds or olher securities. t. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and adverfising injury" arising direcfiy or Indirecfiy out of any aclion or omission that violates or is alleged lo violate; (1) The Telephone Consumer Protection Acl (TCPA), including any amendment of or addifion to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition lo such law; (3) The Fair Credit Reporting Acl (FCRA), and any amendmenl of or addition lo such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federai, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Acl of 2003 or FCRA and their amendments and additions, lhal addresses, prohibits or limits the printing, dissemination, disposal, collecfing, recording, sending, transmitfing, communicating or distribution of malerial or informafion. u. Employment-Related Practices "Personal and advertising injury" to: (1) A person arising out of any "employment- related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to lhal person at whom any "employment-related pracfices" are directed. Page 8 of 21 HG 00 01 09 16 11 of 61 (ALF00) This exclusion applies; (1) Whether the injury-causing event described In the definifion of "employment- related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages wilh or repay someone else who must pay damages because of the injury. V. Asbestos (1) "Personal and adverfising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, cosls or expenses lhat; (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any ciaim or suit for damages because of tesfing for, monitoring, cleaning up, removing, encapsulafing, containing, treating, deloxifying or neutralizing or in any way responding lo or assessing the effects of an "asbestos hazard". w. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising oul of any access lo or disclosure of any person's or organization's confldenlial or personal information, including patents, trade secrets, processing methods, customer lists, flnancial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for noliflcallon costs, credit monitoring expenses, forensic expenses, public relations expenses or any olher loss, cosl or expense incurred by you or others arising oul of any access to or disclosure of any person's or organization's confldenlial or personal Information. COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or renl; (2) On ways next to premises you own or rent; or (3) Because of your operafions; provided that: (1) The accidenl takes place in the "coverage territory" and during the policy period; (2) The expenses are Incurred and reported to us wiihin three years of the date of the accident; and (3) The injured person submits lo examinafion, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We wiil pay reasonable expenses for: (1) Firsl aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury"; a. Any Insured To any insured, excepi "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on lhal part of premises you own or rent thai the person normally occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured. If benefits for the "bodily injury" are payable or must be provided under a workers' compensalion or disability benefits law or a similar law, e. Athletics Activities To a person injured while pracficing, instructing or participating in any physical exercises or games, sports, or athletic contests. HG00 01 09 16 Page 9 of 21 12 of 61 (ALF00) f. Products-Completed Operations Hazard Included within the "producls-compleled operafions hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1. We will pay, wilh respect to any claim we invesfigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising oul of the use of any vehicle lo which the Bodily Injury Liabilily Coverage applies. We do not have lo furnish these bonds. c. The cosl of appeal bonds or bonds to release attachments, bul oniy for bond amounts within the applicabie limit of insurance. We do nol have lo furnish these bonds. d. All reasonable expenses incurred by the insured al our request lo assist us in the investigation or defense of the claim or "suit", including actual ioss of earnings up to $500 a day because of fime off from work. e. All court cosls taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys" expenses, witness or expert fees, or any other expenses of a party taxed to the insured. f. Prejudgment interest awarded againsi the Insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of Insurance, we will not pay any prejudgment interest based on thai period of lime after the offer. g. All interest on the full amounl of any judgment that accrues after entry of the judgment and before we have paid, offered lo pay, or deposited in court the pari of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured Is also named as a party lo the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreemenl that is an "insured contract"; b. This insurance applies lo such liability assumed by the insured; c. The obligation to defend, or the cosl of the defense of, thai indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears lo exist between the Interests of the insured and the interests of the indemnitee; e. The indemnitee and the Insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel lo defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the Investigafion, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Nofify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate wilh us wilh respect to coordinafing other applicable insurance available to the indemnitee; and (2) Provides us with written authorizafion to: (a) Obtain records and other informafion related lo the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of lhal indemnitee, necessary litigafion expenses incurred by us and necessary litigation expenses incurred by the indemnitee al our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I - Coverage A - Bodily Injury And Property Damage Liability, such payments will nol be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligafion lo defend an insured's indemnitee and to pay for attorneys' fees and necessary liligalion expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the lerms of the agreemenl described in Paragraph f. above, are no longer mel. Page 10 of 21 HG 00 01 09 16 13 of 61 (ALF00) SECTION II -WHO IS AN INSURED 1. Ifyou are designated in the Declarations as: a. An individual, you and your spouse are insureds, but oniy with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but oniy wilh respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, bul only with respect to their dufies as your managers, d. An organization other than a partnership, joinl venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, bul only with respect to their dufies as your offlcers or directors. Your stockholders are also insureds, but only wilh respecl to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, bul only with respect to their dufies as trustees. 2. Each ofthe following Is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing dufies reiated to the conduct of your business, or your "employees", other than either your "execufive offlcers" (if you are an organization other lhan a partnership, joint venture or limiled liabilily company) or your managers (if you are a limiled liability company), bul only for acts wiihin the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily Injury" or "personal and advertising injury": (a) To you, lo your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while In the course of his or her employment or performing dufies related to the conduct of your business, or to your olher "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of lhat co-"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation lo share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional heallh care services; (a) Subparagraphs (1)(a), (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker" providing flrst aid services; and (b) Subparagraph (1)(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you lo provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Renled to, in the care, custody or conlrol of, or over which physical conlrol is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other lhan your "employee" or 'Volunteer worker"), or any organization while acfing as your real estate manager. c. Temporary Custodians Of Your Property Any person or organizafion having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of lhal property; and (2) Until your legal representafive has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only wilh respecl lo duties as such. That representafive will have all your rights and dufies under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary Ihereof, of yours which is a legally incorporated enlity of which you own a financial interest of more than 50% of the voting stock on the effeclive dale of the Coverage Part. HG00 01 09 16 Page 11 of 21 14 of 61 (ALF00) The Insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply lo injury or damage with respecl to which such insured is also a named insured under another policy or would be a named insured under such policy bul for its lermination or the exhaustion of ils limits of insurance, 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joinl venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only unfil the 180lh day after you acquire or form the organization or the end of the policy period, whichever is eariier; b. Coverage A does nol apply lo "bodily Injury" or "property damage" that occurred before you acquired or formed the organizafion; and c. Coverage B does nol apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect lo watercraft you do not own that is less lhan 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any olher person or organization responsible for the conduct of such person is also an Insured, bul only wilh respect lo liability arising out of the operafion of the watercraft, and only if no olher insurance of any kind Is available lo that person or organization for this liability. However, no person or organization is an insured with respect lo: a. "Bodily Injury" to a co-"employee" of the person operafing the watercraft; or b. "Property damage" lo property owned by, rented to. In the charge of or occupied by you or the employer of any person who is an insured under this provision, 5. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization{s) are an addilional insured when you have agreed, in a written contraci, written agreement or because of a permil issued by a state or political subdivision, that such person or organization be added as an addilional insured on your policy, provided the injury or damage occurs subsequent lo the execufion of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contraci or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsemenl issued by us and made a part of this Coverage Part a. Vendors Any person(s) or organization(s) (referred to beiow as vendor), but only wilh respect to "bodily Injury" or "property damage" arising oul of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded the vendor is subjecl lo the following addilional exclusions; This insurance does nol apply lo: (a) "Bodily injury" or "property damage" for which the vendor is obligated lo pay damages by reason of the assumpfion of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreemenl; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intenfionally by the vendor: (d) Repackaging, except when unpacked solely for the purpose of inspecfion, demonstrafion, testing, or the subsfilution of parts under instruclions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the producls; (f) Demonstrafion, installation, servicing or repair operafions, excepi such operations performed al the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you. have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or Page 12 of 21 HG 00 01 09 16 15 of 61 (ALF00) (h) "Bodiiy injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acfing on ils behalf. However, this exclusion does not appiy lo; (i) The exceptions contained in Sub- paragraphs (d) or (f); or (li) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connecfion wilh the distribution or sale of the producls, (2) This insurance does nol apply to any insured person or organization, from whom you have acquired such products, or any ingredient part or container, entering into, accompanying or containing such products, b. Lessors Of Equipment (1) Any person(s) or organlzafion(s) from whom you lease equipment; bul only with respecl to their liability for "bodiiy injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operafion or use of equipment leased lo you by such person{s) or organizalion(s). (2) Wilh respecl to the insurance afforded to these additional insureds this insurance does not appiy lo any "occurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect lo liability arising out of the ownership, maintenance or use of that part of the land or premises leased lo you. With respecl to the insurance afforded these additional insureds the following addifional exclusions appiy: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterafions, new consiruction or demolition operalions performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any archilecl, engineer, or surveyor, but only wilh respecl to liabiiity for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalt (1) In connection wilh your premises; or (2) In the performance of your ongoing operafions performed by you or on your behalt With respecl to the insurance afforded these additional insureds, the following addifional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and adverfising injury" arising oul of the rendering of or the failure to render any professional services by or for you, including; 1. The preparing, approving, or falling to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and speciflcafions; or 2. Supervisory, Inspection, architectural or engineering acfivifies. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employmenl, training or monitoring of olhers by that insured, if the "occurrence" which caused the "bodily injury'* or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or polifical subdivision, but only with respecl to operafions performed by you or on your behalf for which the stale or political subdivision has issued a permit. With respect lo the insurance afforded these addilional Insureds, this insurance does not apply to; (1) "Bodily Injury", "property damage" or "personal and advertising injury" arising out of operations performed for the stale or municipality; or (2) "Bodily injury" or "property damage" included within the "products-completed operalions hazard". f. Any Other Party Any olher person or organization who Is not an addilional insured under Paragraphs a. through e. above, bul only with respecl to liabilily for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part by your acts or omissions or the acts or omissions of those acfing on your behalt (1) In the performance of your ongoing operalions; HG 00 01 09 16 Page 13 of 21 16 of 61 (ALF00) (2) In connection with your premises owned by or rented to you; or (3) In connecfion with "your work" and included wiihin the "products-completed operafions hazard", but only if (a) The written conlract or agreemenl requires you lo provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" Included within the "products- completed operations hazard". However; (1) The insurance afforded to such additional insured only applies to the extenl permilled by law; and (2) If coverage provided lo the additional insured is required by a contract or agreemenl, the insurance afforded to such addifional insured will not be broader than that which you are required by the contract or agreement to provide for such addifional insured. With respect lo the insurance afforded lo these additional Insureds, this insurance does not apply to; "Bodily injury", "property damage" or "personal and advertising injury" arising oul of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including; (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering acfivities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure lo render any professional services by or for you. The limils of insurance lhat appiy to additional Insureds is described in Section III - Limils Of Insurance. How this Insurance applies when olher insurance is available lo the addifional insured is described in the Other Insurance Condition in Section IV - Commercial General Liability Condifions. No person or organization is an Insured with respecl lo the conduct of any current or past partnership, joinl venture or iimited liability company lhat is not shown as a Named Insured in the Declarafions. SECTION III - LIMITS OF INSURANCE 1. The Most We Will Pay The Limils of Insurance shown in the Deciarations and the rules below fix the most we will pay regardless oflhe number of; a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limil is the most we wiil pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products- completed operalions hazard"; and c. Damages under Coverage 8. 3. Products-Completed Operations Aggregate Limit The Products-Completed Operafions Aggregate Limit Is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products- completed operalions hazard". 4. Personal And Advertising Injury Limit Subjecl lo 2. above, the Personal and Advertising Injury Limil Is the most we will pay under Coverage 8 for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organizafion. 5. Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limil is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Renled To You Limit is the most we will pay under Coverage A for damages because of "property damage" lo any one premises, while renled to you, or in the case of damage by flre, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. Page 14 of 21 HG 00 01 09 16 17 of 61 (ALF00) In the case of damage by flre, lightning or explosion, the Damage to Premises Rented To You Limil applies to all damage proximately caused by the same event, whether such damage results from flre, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject lo 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed In a written contract or written agreement lhat another person or organization be added as an additional Insured on your policy, the most we will pay on behalf of such additional insured is the lesser ot a. The limils of insurance specifled in the writien conlract or written agreement; or b. The Limits of insurance shown in the Declaralions. Such amount shall be a part of and not in addition to Limils of Insurance shown in the Declarations and described in this Section. The Limils of Insurance of this Coverage Part apply separately to each consecufive annual period and to any remaining period of less lhan 12 monlhs, starting wilh the beginning of the poiicy period shown in the Declaralions, unless the policy period is extended after Issuance for an additional period of less lhan 12 months. In thai case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's eslale wiil not relieve us of our obligations underthis Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are nofified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include; (1) How, when and where the "occurrence" or offense look place; (2) The names and addresses of any injured persons and wilnesses; and (3) The nature and location of any injury or damage arising oul of the "occurrence" or offense. b. Notice Of Claim If a claim Is made or "suit" Is brought against any insured, you or any additionai insured must: (1) Immediately record the specifics of the claim or "suit" and the dale received; and (2) Notify us as soon as practicable. You or any addifional Insured musl see lo it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other Involved insured musl: (1) Immediately send us copies of any demands, nofices, summonses or legal papers received In connection with the claim or "suit"; (2) Authorize us lo obtain records and olher information; (3) Cooperate with us in the investigafion or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right againsi any person or organization which may be liable to the insured because of injury or damage lo which this insurance may also apply. d. Obligations At The Insureds Own Cost No insured will, except at that insured's own cost voluntarily make a payment, assume any obligafion, or incur any expense, other than for flrst aid, without our consent e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such ciaim or "suit" to the other insurer for defense and Indemnily. However, this provision does not apply to the extent that you have agreed in a written conlracl or written agreemenl that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply lo you or to any addilional Insured oniy when such "occurrence", offense, claim or "suit" Is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or the addilional Insured is a partnership; HG00 01 09 16 Page 15 of 21 18 of 61 (ALF00) (3) Any manager, if you or the addilional insured is a limited liability company; (4) Any "executive officer" or Insurance manager, if you or the additional insured Is a corporafion; (5) Any trustee, If you or the additional insured Is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public enlity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part; a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its lerms have been fully complied wilh. A person or organization may sue us lo recover on an agreed settlement or on a final judgment against an insured; but we will nol be liable for damages that are not payable underthe lerms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed setfiement means a setfiement and release of liability signed by us, the insured and the claimant or the claimants legal representafive, 4. Other Insurance If other valid and collecfible insurance is available to the insured for a loss we cover under Coverages A or 8 of this Coverage Part, our obligafions are limited as follows; a. Primary Insurance This insurance Is primary excepi when b. below applies. If olher insurance is also primary, we will share with all lhat olher insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the olher insurance, whether primary, excess, confingent or on any olher basis; (1) YourWork Thai is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission ofthe owner; (3) Tenant Liability That is insurance purchased by you lo cover your Iiabilily as a tenant for "property damage" to premises rented to you or temporarily occupied by you wilh permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft "aulos" or watercraft lo the extent not subject to Exclusion g. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent nol subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any olher insurance available to you covering liabiiity for damages arising out of the premises or operafions, or products and completed operations, for which you have been added as an addifional insured by lhat insurance; or (7) When You Add Others As An Additional Insured To This Insurance Any other Insurance available lo an addifional insured. However, the following provisions apply lo olher insurance available to any person or organization who is an addifional insured underthis coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a writien conlract or wrirten agreement thai this Insurance be primary. If other insurance is also primary, we will share with all that olher insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a writien conlract, writien agreement, or permit that this insurance Is primary and non- contributory wilh the addilional insured's own insurance, this insurance is primary and we will nol seek contribufion from that olher insurance. Page 16 of 21 HG 00 01 09 16 19 of 61 (ALF00) Paragraphs (a) and (b) do nol apply lo olher insurance to which the addifional insured has been added as an addilional Insured. When this Insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duly lo defend the insured against that "suit". If no olher insurer defends, we will undertake to do so, but we will be entified to the insured's rights against all those olher insurers. When this insurance Is excess over other insurance, we will pay only our share of the amount of the loss, If any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The lotal of all deducfible and self-insured amounts under all thai other insurance. We will share the remaining loss, if any, with any other insurance lhat Is not described in this Excess Insurance provision and was not bought specifically to apply In excess of the Limits of Insurance shown In the Declarafions of this Coverage Part, c. Method Of Sharing If all of the other insurance permits contribufion by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts unfil il has paid its applicable limit of insurance or none ofthe loss remains, whichever comes firsl. If any of the other insurance does nol permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the rafio of its applicable limil of insurance to the tolal applicable limils of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part In accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audil period we will compute the earned premium for lhat period and send notice to the first Named Insured. The due date for audil and relrospecfive premiums is the date shown as the due date on the bill, if the sum of the advance and audit premiums paid for the pollcy period Is greater than the earned premium, we will return the excess to the flrst Named insured. c. The flrst Named Insured must keep records of the informafion we need for premium computation, and send us copies al such fimes as we may request. 6. Representations a. When You Accept This Policy By accepfing this policy, you agree: (1) The statements in the Declarafions are accurate and complete; (2) Those statements are based upon representafions you made lo us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintenfionally you should fail lo disclose all hazards relating to the conduct of your business lhat exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Excepi with respect lo the Limits of Insurance, and any rights or dufies speciflcally assigned in this Coverage Part lo the flrst Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured againsi whom claim Is made or "suit" Is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights lo recover all or part of any paymenl, Including Supplementary Payments, we have made under this Coverage Part, those rights are transferred lo us. The insured musl do nothing after loss lo impair them. At our request, the insured will bring "suit" or transfer those righls lo us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery againsi any person or organizafion for all or part of any paymenl, including Supplementary Payments, we have made under this Coverage Part, we also waive lhat right, provided the insured waived their righls of recovery againsi such person or organization in a contraci. agreement or permil lhat was executed prior lo the injury or damage. 9. When We Do Not Renew If we decide nol lo renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the HG 00 01 09 16 Page 17 of 21 20 of 61 (ALF00) nonrenewal not less lhan 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of nofice. SECTION V - DEFINITIONS 1. "Advertisement" means the widespread public dissemination of informafion or images lhal has the purpose of inducing the sale of goods, producls or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any olher publicafion that is given widespread public distribution. However, "advertisement" does not include; a. The design, printed malerial, informafion or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to lhe actual or alleged properties of asbestos and indudes the mere presence of asbeslos in any form, 4. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any olher land vehicle that is subjecl lo a compulsory or financial responsibility law or other motor vehicle insurance law where il is licensed or principally garaged. However, "aulo" does not Include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death al any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. international waters or airspace, but only if the injury or damage occurs in the course of travel or transportafion between any places included in a. above; or c. All other parts of the worid if the injury or damage arises oul of: (1) Goods or producls made or sold by you in the territory descnbed in a. above; (2) The activifies of a person whose home is in the territory described In a. above, but Is away for a short fime on your business; or (3) "Personal and advertising injury" offenses lhat take place through the Internet or similar electronic means of communicafion provided the insured's responsibility to pay damages is detennined in the United States of America (including ils territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law In such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment-Related Practices" means: a. Refusal lo employ that person; b. Terminafion of that person's employment; or c. Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluafion, reassignment, discipline, defamafion, harassment, humiliation, discrimination or malicious prosecufion directed at that person. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitufion, by-laws or any olher similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks oul from where it was intended to be. 11. "Impaired property" means tangible property, olher lhan "your product" or "your work", thai cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought lo be defecfive, deficient, inadequate or dangerous; or b. You have failed lo fulfill the terms of a conlracl or agreement; if such property can be restored to use by the repair, replacement, adjuslment or removal of "your producl" or "your work", or your fulfllling the terms of the conlract or agreement. 12. "Insured contract" means; a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifles any person or organization for damage by fire, lightning or explosion to premises while renled to you or temporarily occupied by you with permission of the owner is subjecl to the Damage lo Page 18 of 21 HG00 01 09 16 21 of 61 (ALF00) Premises Rented To You Limit described in Section III - Limils of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connecfion with construclion or demolition operalions on or within 50 feel of a railroad; d. An obligafion, as required by ordinance, lo indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining lo your business (including an indemnificafion of a municipality in connection wilh work performed for a municipality) under which you assume the tort liability of anolher parly to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acfing on your behalt Tort liabiiity means a liabilily that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolifion operations, wiihin 50 feel of any railroad property and affecfing any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include lhal part of any contract or agreement; (1) Thai indemnifies an archilecl, engineer or surveyor for injury or damage arising out ot (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and speciflcafions; or (b) Giving directions or instrucfions, or failing to give them, if that Is the primary cause of the injury or damage; or (2) Under which the insured, if an architect engineer or surveyor, assumes liabilily for an injury or damage arising out of the Insured's rendering or failure lo render professional services. Including those listed in (1) above and supervisory, inspecfion, architectural or engineering acfivifies. 13."Leased worker" means a person leased to you by a labor leasing firm under an agreement belween you and the labor leasing firm, to perform duties related lo the conduct of your business. "Leased worker" does not Include a "temporary worker". 14. "Loading or unloading" means the handling of property; a. After it is moved from the place where it is accepted for movemenl into or onto an aircraft, watercraft or "auto"; b. While il Is in or on an aircraft, watercraft or "auto"; or c. While il is being moved from an aircraft, watercraft or "aulo" to the place where It is finally delivered; bul "loading or unloading" does not include the movemenl of property by means of a mechanical device, olher lhan a hand truck, that Is not attached to the aircraft, watercraft or "aulo". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment; a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles lhal travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily lo provide mobility to permanenfiy mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construclion or resurfacing equipmenl such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are nol self-propelled and are maintained primarily to provide mobility to permanenfiy allached equipment of the following types: (1) Air compressors, pumps and generators, Including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles nol described in a., b., c. or d. above maintained primarily for purposes other lhan the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanenfiy atlached equipment are not "mobile equipmenl" but will be considered "autos": (1) Equipment designed primarily for; (a) Snow removal; (b) Road maintenance, bul nol construction or resurfacing; or (c) Street cleaning; HG 00 01 09 16 Page 19 of 21 22 of 61 (ALF00) (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used lo raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical explorafion, lighting and well servicing equipment. However, "mobile equipmenl" does not include any land vehicle that is subject lo a compulsory or financial responsibility law or other motor vehicle Insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance iaw are considered "autos". 16. "Occurrence" means an accident including confinuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means Injury, Including consequenfial "bodily injury", arising out of one or more of the following offenses; a. False arrest, detention or imprisonment; b. Malicious proseculion; c. The wrongful evicfion from, wrongful entry into, or invasion of the righl of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publicallon, in any manner, of material lhat slanders or libels a person or organization or disparages a person's or organization's goods, producls or services; e. Oral, written or electronic publication, in any manner, of malerial that violates a person's right of privacy; f. Copying, In your "adverfisement", a person's or organization's "advertising idea" or style of "advertisemenl"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and wasle. Wasle includes materials to be recycled, reconditioned or reclaimed. 19. "Products-completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products lhat are still in your physical possession; or (2) Work lhat has not yet been completed or abandoned. However, "your work" will be deemed completed at the eariiest of the following fimes; (a) When all of the work called for in your conlracl has been completed. (b) When all of the work lo be done at the job site has been completed if your contraci calls for work at more lhan one job site. (c) When that part of the work done al a job sile has been put to ils intended use by any person or organization olher lhan another contraclor or subcontractor working on the same project. Work that may need service, maintenance, correcfion, repair or replacemenl, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises oul of a condition in or on a vehicle nol owned or operated by you, and lhat condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classiflcafion, listed in the Declarations or in a poiicy Schedule, slates lhat products- completed operations are subjecl lo the General Aggregate Limit. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. Ail such loss of use shall be deemed to occur at the fime of the physical injury lhal caused il; or b. Loss of use of langibie property that is nol physically injured. All such loss of use shall be deemed lo occur al the fime of the "occurrence" that caused it As used in this deflnition, computerized or electronically stored data, programs or software are not langibie property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from; compuler software, including systems and applicafions software, hard or floppy disks, CD- Page 20 of 21 HG 00 01 09 16 23 of 61 (ALF00) ROMS, tapes, drives, cells, dala processing devices or any other media which are used wilh electronically controlled equipment. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and adverfising Injury" lo which this insurance applies are alleged. "Suit" includes; a. An arbitrafion proceeding in which such damages are claimed and to which the insured musl submit or does submit with our consent or b. Any other alternafive dispute resolution proceeding in which such damages are claimed and lo which the insured submits wilh our consent. 22. "Temporary worker" means a person who is furnished lo you to substilute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within lhe scope of dufies determined by you; and d. Is not paid a fee, salary or other compensafion by you or anyone else for their work performed for you. 24. "Your product"; a. Means; (1) Any goods or producls, olher than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name: or (c) A person or organizafion whose business or assets you have acquired; and (2) Containers (other lhan vehicles), materials, parts or equipment furnished in connecfion with such goods or products. b. Includes (1) Warranties or representafions made al any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure lo provide warnings or instructions. c. Does not include vending machines or olher property renled to or located for the use of olhers bul nol sold. 25. "Your work": a. Means: (1) Work or operafions performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connecfion with such work or operafions. b. Includes (1) Warranfies or represenlations made al any lime with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instrucfions. HG 00 01 09 16 Page 21 of 21 24 of 61 (ALF00) ABCDEFGHIJ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional If notice is mailed, proof of mailing to the last known Conditions:mailing address of the certificate holder(s) on file with A.If this policy is cancelled by the Company, other the agent of record or the Company will be sufficient than for nonpayment of premium, notice of such proof of notice. cancellation will be provided at least thirty (30)Any notification rights provided by this endorsement days in advance of the cancellation effective date apply only to active certificate holder(s) who were to the certificate holder(s) with mailing addresses issued a certificate of insurance applicable to this on file with the agent of record or the Company.policy's term. B.If this policy is cancelled by the Company for Failure to provide such notice to the certificate nonpayment of premium, or by the insured, notice holder(s) will not amend or extend the date the of such cancellation will be provided within (10)cancellation becomes effective, nor will it negate days of the cancellation effective date to the cancellation of the policy. Failure to send notice shall certificate holder(s) with mailing addresses on file impose no liability of any kind upon the Company or its with the agent of record or the Company.agents or representatives. Form IH 03 13 06 11 Page 1 of 1 © 2011, The Hartford 28 of 61 (ALF00) COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsemenl modifies insurance provided underthe following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits lo lhe "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended lo include; (1) Any legal business entity olher than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective dale oflhe Coverage Form. However, the Named Insured does nol include any subsidiary lhal is an "Insured" under any olher automobile policy or would be an "insured" under such a policy but for its terminafion or the exhausfion of ils Limit of Insurance. (2) Any organizafion that is acquired or formed by you and over which you maintain majority ownership. However, lhe Named Insured does not include any newly formed or acquired organization; (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted Its Limil of Insurance under any olher policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formafion. Coverage does nol apply to "bodily Injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. 8. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add; d. Any "employee" of yours while using a covered "aulo" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section 11 - Liability Coverage is amended to add; e. The lessor of a covered "auto" while the "aulo" is leased to you under a written agreement if: (1) The agreemenl requires you to provide direcl primary insurance for the lessor and (2) The "aulo" is leased without a driver. Such a leased "aulo" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Secfion II - Liabilily Coverage is amended lo add; t When you have agreed, In a writien conlracl or written agreemenl, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the exlenl such person or organizafion Is liable for "bodily injury" or "property damage" caused by the conduct of an "Insured" under paragraphs a, or b, of Who Is An Insured wilh regard to the ownership, maintenance or use of a covered "aulo," Form HA 99 16 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with ils permission.) Page 1 of 5 29 of 61 (ALF00) The insurance afforded to any such addifional Insured applies only if the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequenl to the execution of such written conlracl, and (3) Prior to the expiration of the period of time that the wntten conlract requires such insurance be provided to the addilional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that anolher person or organizafion be added as an addilional insured on your poiicy, the most we will pay on behalf of such additionai insured Is the lesser of (a) The limits of Insurance specified in the written contract or writien agreemenl; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition lo Limits of Insurance shown in the Declarafions and described in this Secfion. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part lhal may also be covered by other insurance available to an additional insured, such additional Insured must submit such claim or "suit' to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written conlract or writien agreement that this insurance Is primary and non- contributory with the additional insured's own insurance. (4) Dufies in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contraci or writien agreement that anolher person or organization be added as an additional insured on your policy, the additional insured shall be required lo comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS - OF SECTION IV - BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. E. Primary and Non-Contributory if Required by Contract Oniy wilh respect to insurance provided lo an addilional insured in I.D. - Addifional Insured If Required by Contract, the following provisions apply: (3) Primary Insurance When Required By Contraci This Insurance is primary if you have agreed in a written conlract or written agreement lhal this insurance be primary. If olher insurance is also primary, we will share with all that olher insurance by the method described In Other Insurance 5.d. (4) Primary And Non-Contributory To Other Insurance When Required By Conlracl If you have agreed in a written contraci or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from lhal other insurance. Paragraphs (3) and (4) do not apply lo other insurance to which the addifional insured has been added as an addifional insured. When this insurance is excess, we will have no duty to defend the insured againsi any "suit" if any other insurer has a duty to defend the insured againsi thai "suit". If no olher insurer defends, we will undertake to do so, but we will be enlitled to the insured's rights against all those olher insurers, When this Insurance is excess over olher insurance, we will pay only our share of the amounl of the loss, if any, lhat exceeds the sum of; (1) The total amounl that all such other Insurance would pay for the loss In the absence of this insurance; and (2) The total of all deducfible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other Insurance 5.d, AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and al your direction will be considered an "aulo" you hire. The OTHER INSURANCE Condifion is amended by adding the following; Form HA 99 16 03 12 © 2011, The Hartford (includes copyrighted material of ISO Properties, Inc, with ils permission.) Page 2 of 5 30 of 61 (ALF00) If an "employee's" personal Insurance also applies on an excess basis lo a covered "auto" hired or renled by your "employee" on your behalf and al your direcfion, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does nol apply if you have workers' compensafion insurance in-force covering all of your "employees". Coverage is excess over any other colleciible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "aulos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the foliowing limit. The most we will pay for "ioss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cosl of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deducfible. The deducfible will be equal to the largest deducfible applicable to any owned "aulo" for that coverage. No deductible applies to "loss" caused by flre or lighlning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject lo the above limil, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subjecl lo a maximum of $1000 per "accident". This extension of coverage does not apply to any "aulo" you hire or borrow from any of your "employees", partners (if you are a partnership), members (ifyou are a limiled liability company), or members of their households. 5. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION 111 - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difi^erence between the actual cash value of the "auto" at the fime of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the fime of "loss" less any amounts represenfing taxes; overdue payments; penalfies, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease terminafion fees; security deposits not returned by the lessor; costs for extended warranfies, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION 111 - PHYSICAL DAMAGE COVERAGE, the following is added; The exclusion relafing lo mechanical breakdown does not appiy to the accidental discharge of an airbag. 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The excepfions to Paragraphs B.4 - EXCLUSIONS - of SECTION iil - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d, do not apply to equipment designed lo be operated solely by use of the power from the "auto's" electrical system that, at the fime of "ioss", Is: (1) Permanently installed In or upon the covered "aulo"; (2) Removable from a housing unil which is permanently inslalled in or upon the covered "aulo"; (3) An Integral part of the same unit housing any electronic equipmenl described in Paragraphs (1) and (2) above; or Form HA 99 16 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 3 of 5 31 of 61 (ALF00) (4) Necessary for the normal operafion of the covered "auto" or the monitoring of the covered "aulo's" operating system. b. Section III - Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limil of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Aulo Coverage Form, Physical Damage Coverage, Limit of insurance. Paragraph C are each amended to add the following; $1,500 is the most we will pay for "loss" in any one "accident" lo all electronic equipmenl (olher than equipment designed solely for the reproduction of sound, and accessories used wilh such equipmenl) lhat reproduces, receives or transmits audio, visual or data signals which, at the fime of "loss", is: (1) Permanenfiy installed in or upon the covered "auto" in a housing, opening or other locaiion that is not normally used by the "auto" manufaclurer for the installation of such equipment; (2) Removable from a permanenfiy installed housing unit as described in Paragraph 2.a. above or Is an integral part of that equipment; or (3) An integral part of such equipment c. For each covered "auto", should loss be limited lo electronic equipment only, our obligation lo pay for, repair, return or replace damaged or stolen electronic equipmenl will be reduced by the applicable deducfible shown in the Declarations, or $250, whichever deducfible is less, 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION ill - PHYSICAL DAMAGE COVERAGE, we wiil pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION ill - PHYSICAL DAMAGE COVERAGE, the foiiowing Is added; No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION 111 - PHYSICAL DAMAGE COVERAGE, the following is added; If anolher Hartford Financial Services Group, Inc. company policy or coverage form that is nol an automobile policy or coverage form applies to the same "accidenl", the following applies: (1) If the deducfible under this Business Aulo Coverage Form is the smaller (or smallest) deducfible, it will be waived; (2) If the deducfible under this Business Auto Coverage Form is not the smalior (or smallest) deducfible, il will be reduced by the amount of the smaller (or smallest) deducfible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement In LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS lhal you must notify us of an "accident" applies only when the "accidenl" is known to: (1) You, if you are an individual; (2) A partner. If you are a partnership; (3) A member, if you are a limited liabilily company; or (4) An executive officer or insurance manager, if you are a corporafion. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintenfionally fail to disclose any hazards exisfing al the incepfion dale of your policy, we will nol deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO-COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7, - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following; e. For short-term hired "autos", the coverage territory with respecl to Liabilily Coverage is anywhere in the worid provided that if the "insured's" responsibility lo pay damages for "bodily injury" or "property damage" is delermined in a "suit," the "suit" Is brought in the United States of America, the territories and possessions of the United Slates of America, Puerto Rico or Canada or In a setllemenl we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following; Form HA 99 16 03 12 ©2011, The Hartford (Includes copyrighled malerial of ISO Properties, inc., with its permission.) Page 4 of 5 32 of 61 (ALF00) We waive any right of recovery we may have against any person or organizafion with whom you have a written contract lhat requires such waiver because of payments we make for damages underthis Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definifion of "bodily injury" in SECTION V- DEFINITIONS is replaced by lhe following; "Bodily injury" means bodiiy injury, sickness or disease sustained by any person, including mental anguish or death resulling from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason olher than nonpayment of premium, we wili mall or deliver to the first Named insured writien nolice of cancellafion al least 60 days before the efi^ecllve dale of cancellafion. 18. HYBRID, ELECTRIC, OR NATURAL VEHICLE PAYMENT COVERAGE GAS In the event of a total loss to a "non-hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows; a. If the auto is replaced with a "hybrid" auto or an aulo powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non-hybrid" auto's actual cash value or replacement cost, whichever is less, b. The auto musl be replaced and a copy of a bill of sale or new lease agreement received by us wiihin 60 calendar days of the dale of "loss," 19. c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Eleclnc, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is 510,000. For the purposes of the coverage provision, a. A "non-hybrid" auto is defined as an aulo that uses only an internal combustion engine to move the auto but does nol include autos powered solely by electricity or natural gas. b. A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors lo move the aulo, or the inlernal combustion engine to charge one or more electric motors, which move the aulo. VEHICLE WRAP COVERAGE In the event of a lotal loss lo an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following; In addifion to the actual cash value of the "auto", we will pay up lo $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" al the fime of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnefically affixed to the vehicle are not considered vehicle wraps. Form HA 99 16 03 12 © 2011. The Hartford (Includes copyrighted malerial of ISO Properties, Inc., wilh its permission.) Page 5 of 5 37 of 61 (ALF00) ABCDEFGHIJ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional If notice is mailed,proof of mailing to the last known Conditions:mailing address of the certificate holder(s)on file with A.If this policy is cancelled by the Company,other the agent of record or the Company will be sufficient than for nonpayment of premium,notice of such proof of notice. cancellation will be provided at least thirty (30) Any notification rights provided by this endorsement days in advance of the cancellation effective date apply only to active certificate holder(s)who were to the certificate holder(s)with mailing addresses issued a certificate of insurance applicable to this on file with the agent of record or the Company.policy's term. B.If this policy is cancelled by the Company for Failure to provide such notice to the certificate nonpayment of premium,or by the insured,notice holder(s)will not amend or extend the date the of such cancellation will be provided within (10) cancellation becomes effective,nor will it negate days of the cancellation effective date to the cancellation of the policy.Failure to send notice shall certificate holder(s)with mailing addresses on file impose no liability of any kind upon the Company or its with the agent of record or the Company.agents or representatives. Form IH 03 13 06 11 Page 1 of 1 © 2011, The Hartford 38 of 61 (ALF00) CJIrA Professional Liability and Pollution incident Liability Insurance Poiicyholder Notice NOTIFICATION OF CANCELLATION TO CERTIFICATE HOLDERS • In the event this Policy is cancelled prior to its expiration date, for any reason other than non payment of premium, the Insurer shall provide to the broker of record, a blank schedule to be completed by the Insured or such broker, with the names and email addresses of any and all certificate holders to whom the Insured requests the Insurer provide notification of such cancellation ("notification"). Such schedule must be completed and returned to the Insurer within 5 business days of the broker's receipt. Upon the Insurer's receipt of the completed schedule, the Insurer shall endeavor to provide notification to those entities set out In such schedule. If the schedule is not returned to the Insurer within 5 business days the Insurer wiil not provide notification. The Insurer will assume that the schedule provided to the Insurer by the Insured or the broker is a complete and accurate list of certificate holders. Only those persons or entities listed on the schedule will receive notification. The Insurer will keep no other record of any certificate holders In the Insurer's file. • There will be no schedule provided and, consequently, no notification provided. If such cancellation is for non payment of premium. • Any notification by the Insurer to any party that is not the first Named Insured on the Policy is intended as a courtesy only. The Insurer's failure to provide such notification will not extend the Policy cancellation date, or negate cancellation of the Policy or be cause for legal action against the Insurer. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy Issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No, CNA79045XX (09-2014) Endorsemenl Effective Date: 10/31/2019 Endorsement No: 8 ; Page 1 of 1 Underwriting Company: Continental Casually Company 151 North Franklin Streel, Chicago, IL 60606 ~ " ~ ' ^ ~ CO Copyright CMA All Rights Reserved Policy No: MCH114135257 Policy Effective Date 10/31/2019 Policy Page: 30 of 36 39 of 61 (ALF00) Professional Liability and Pollution Incident Liability Insurance Policy Insurer with information on the time, place and nature of the claim; 3. immediately forward to the Insurer all documents that the Insured receives in connection with the claim; 4. fully cooperate with the Insurer or the Insurer's designee in the defense of a claim, including but not limited to assisting the Insurer in: the conduct of suits or other proceedings, settlement negotiations, and the enforcement of any right of contribution or indemnity against another who may be liable to the Insured. The Insured shall attend hearings and trials and assist in securing evidence and obtaining the attendance of witnesses; 5. refuse, except solely at the Insured's own cost, to voluntarily make any payment, admit liability, assume any obligation, or incur any expense, without the Insurer's prior written approval; and 6. pay the Deductible amount when due. After the Insured reports a circumstance or a claim is made and the Insured has the right under any contract to either reject or demand arbitration or other alternative dispute resolution process, the Insured shall only do so with the Insurer's prior written consent. C. The Insured's Rights and Duties in the Event of a Circumstance If the Insured reports a circumstance for which there may be coverage under this Policy, and the Insured gives the Insurer written notice containing as much detail as the Insurer can reasonably provide regarding: 1. what happened and the professional services or activities the Insured performed; 2. the nature of any possible injury or damages; and 3. how and when the Insured first became aware of such circumstance; then any claim or related claims that subsequently may be made against the Insured arising out of such circumstance shall be deemed to have been made on the date the Insurer received written notice of the circumstance. The Insured will cooperate with the Insurer in addressing the circumstance, and refuse, except solely at the Insured's own cost, to voluntarily make any payment, admit liability, assume any obligation, or incur any expense without the Insurer's prior written approval. D. Subrogation If any Insured has rights to recover amounts from another, those rights are transferred to the Insurer to the extent of the Insurer's payment. The Insured must do everything necessary to secure these rights and must do nothing after a claim is made to jeopardize them. The Insurer hereby waives subrogation rights against the Insured's client to the extent that the Insured had a written agreement to waive such rights prior to a claim or circumstance. E. Premium All premium charges under this Policy will be computed according to the rules, rates and rating plans that apply at the effective date of the current policy term. F. Examination and Audit The Insured agrees to allow the Insurer to examine and audit the Insured's financial books and records that relate to this insurance. The Insurer may do this at any time during the policy term or any extensions, and up to three years after the end of the policy term. G. Legal Action Limitation 1. The Insured agrees not to bring any legal action against the Insurer concerning this Policy unless the Insured has fully complied with all the provisions of this Policy. Form No: CNA79034XX (09-2014) Policy Page 12 of 16 Underwriting Company: Continental Casualty Company 333 S . Wabash Ave., Chicago IL 60604 © Copynght CNA All Rights Reserved. 40 of 61 (ALF00) a THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) Policy Number:52 WE OL6H1T Effective Date:09/01/21 Endorsement Number: Effective hour is the same as stated on the Information Page of the policy.Named Insured and Address:ALTA PLANNING &DESIGN,INC. 711 SE GRAND AVE PORTLAND OR 97214 This policy is subject to the following additional Conditions: A.If this policy is cancelled by the Company,other than for non-payment of premium,notice of such cancellation will be provided at least thirty (30)days in advance of the cancellation effective date to the certificate holder(s)with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the Company for non-payment of premium,or by the insured,notice of such cancellation will be provided within ten (10) days of the cancellation effective date to the certificate holder(s)with mailing addresses on file with the agent of record or the Company. Form WC 99 03 94 Printed in USA. Process Date:08/27/21 If notice is mailed,proof of mailing to the last known mailing address of the certificate holder(s)on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s)who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective,nor will it negate cancellation of the policy.Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Policy Expiration Date:09/01/22 ©2011,The Hartford 41 of 61 (ALF00) a. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number:52 WE OL6H1T Endorsement Number: Effective Date:09/01/21 Effective hour is the same as stated on the Information Page of the policy.Named Insured and Address:ALTA PLANNING &DESIGN INC. 711 SE GRAND AVE PORTLAND OR 97214 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 shail not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE Any person or organization for whom you are required by contract or agreement to obtain this waiver from us. Endorsement is not applicable in KY,NH,NJ or for any MO construction risk Countersigned by Authorized Representative Form WC 00 03 13 Printed in U.S.A. Process Date:08/27/21 Policy Expiration Date:09/01/22 42 of 61 (ALF00) UMBRELLA LIABILITY POLICY PROVISIONS In this policy the words "you" and "your" refer to the Named Insured first shown in the Declarafions and any other person or organization qualifying as a Named Insured under this policy. "We", "us" and "our" refer lo the stock insurance company member of The Hartford Financial Services Group Inc. shown in the Declarafions. Other words and phrases thai appear in quotation marks also have special meaning. Refer to DEFINITIONS (Section Vll). IN RETURN FOR THE PAYMENT OF THE PREMIUM, in reliance upon the statements in the Declaralions made a part hereof and subject to all of the terms of this policy, we agree with you as follows: SECTION I - COVERAGES INSURING AGREEMENTS A. Umbrella Liability Insurance 1. We will pay those sums lhat the "insured" becomes legally obligated to pay as "damages" in excess of the "underiying insurance" or of the "self-insured retention" when no "underiying insurance" applies, because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies caused by an "occurrence". But, the amount we wiil pay as "damages" is limited as described in Section IV - LIMITS OF INSURANCE. No other obligation or liability to pay sums or perform acts or services is covered unless explicifiy provided for under Section II - INVESTIGATION, DEFENSE, SETTLEMENT. 2. This insurance applies lo "bodily injury", "property damage" or "personal and advertising injury" only if: a. The "bodily injury", "property damage" or "personal and adverfising injury" occurs during the "policy period"; and b. Prior lo the "policy period", no insured listed under Paragraph A. of Section III - Who Is An Insured and no "employee" authorized by you lo give or receive nofice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part, if such a listed insured or authorized "employee" knew, prior to the "policy period", lhat the "bodily injury" or "property damage" occurred, then any continuafion, change or resumption of such "bodily injury" or "property damage" during or after the "policy period" will be deemed to have been known prior lo the "policy period". 3. "Bodily injury" or "property damage" will be deemed to have been known lo have occurred at the earliest fime when any insured listed under paragraph A. of Section III - Who is An Insured or any "employee" authorized by you to give or receive nofice of an "occurrence" or claim: a. Reports all, or any part, of the "bodily injury" or "property damage" lo us or any other insurer; b. Receives a written or verbal demand or claim for damages because of lhe "bodily injury" or "property damage"; or c. Becomes aware by any other means that "bodiiy injury" or "property damage" has occurred or has begun lo occur. B. Exclusions This policy does not apply to: 1. Pollution Any obligation: a. To pay for the cost of investigation, defense or settlement of any claim or suit against any "insured" alleging actual or threatened injury or damage of any nature or kind lo persons or properly which arises oul of or would nol have occurred but for the pollution hazard; or b. To pay any "damages", judgments, selllomenls, ioss, costs or expenses thai may be awarded or incurred; i. By reason of any such claim or suit or any such injury or damage; or ii. in complying with any aclion authonzed by law and relating to such injury or damage. As used in this exclusion, pollution hazard means an actual exposure or threat of exposure to the corrosive, toxic or other harmful properties of any solid, liquid, gaseous orthermal: a. Pollutants; b. Contaminants; Form XL 00 03 09 16 ©2016, The Hartford Page 1 of 14 Policy Number: 52 XHU OL5121 43 of 61 (ALF00) c. irritants; or d. Toxic substances; Including: Smoke; Vapors; Sool; Fumes; Acids; Alkalis; Chemicals, and Wasle materials consisfing of or containing any of the foregoing. Waste includes materials lo be recycled, reconditioned or reclaimed. EXCEPTION This exclusion does not apply: a. To "bodily injury" to any of your "employees" arising out of and in the course of their employment by you; or b. To injury or damage as lo which valid and collecfible "underiying insurance" wilh at least the minimum limils shown in the Schedule of Underiying Insurance Policies is in force and applicable to the "occurrence". In such event, any coverage afforded by this policy for the "occurrence" will be subject to the pollution exclusions of the "underiying insurance" and lo the conditions, limits and olher provisions of this policy, in the event that "underiying insurance" is not maintained with limits of liability as set forth in the Schedule of Underiying Insurance Policies, coverage under any of the provisions of this exception does not appiy. Exception b. does not apply to: "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants"; (1) That are, or that are contained in any property lhat is ; (a) Being transported or lowed by, handled, or handled for movement into, onto or from, any "aulo"; (b) Olherwise in the course of transit by or on behalf of the "insured": or Being stored, disposed of, treated or processed in or upon any "aulo"; (2) Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto any "auto"; or (3) After the "pollutants" or any property in which the "pollutants" are contained are moved from any "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph (1) above does not apply to fuels, lubricants, fiuids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of an "auto", covered by the "underiying insurance" or ils parts, if a. The "pollulanls" escape, seep, migrate, or are discharged or released direcfiy from an "auto" part designed by its manufacturer to hold, store, receive or dispose of such "pollutants"; and b. The "bodily injury,' "property damage" or "covered pollufion cost or expense" does nol arise oul of the operalion of any following equipment: i. Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighfing or well servicing equipment; and ii. Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers. Paragraphs (2) and (3) above do not apply to "accidents" that occur away from premises owned by or rented lo an "insured" with respect to "pollutants" not in or upon an "aulo" Page 2 of 14 Form XL 00 03 09 16 44 of 61 (ALF00) covered by insurance" if: the "underlying a. The "pollutants" or any property in which the "pollulanls" are contained are upsefi overturned or damaged as a result of the maintenance or use of the "aulo", and b. The discharge, dispersal, seepage, migralion, release or escape of the "pollutants" is caused direcfiy by such upset, overturn or damage. 2. Workers Compensation And Similar Laws Any obligation of the insured under a workers' compensafion, disability benefits or unemployment compensation law or any similar law. 3. Contractual Liability Liabiiity assumed by the "insured" under any contraci or agreement wilh respecl lo an "occurrence" taking place before the contraci or agreemenl is executed. 4. Personal And Advertising Injury This policy does nol appiy to "personal and advertising injury". EXCEPTION This exclusion does not apply to the extent that coverage for such "personal and advertising injury" is provided by "underlying insurance", but in no event shall any "personal and advertising injury" coverage provided under this policy apply to any claim or "suit" to which "underiying insurance" does not apply. Any coverage restored by this EXCEPTION applies only lo the extent lhal such coverage provided by the "underlying insurance" is maintained having limits as set forth in the Schedule of Underiying Insurance Policies. 5. Underlying Insurance Any injury or damage: a. Covered by "underiying insurance" bul for any defense which any underlying insurer may assert because of the "insured's" failure to comply with any condition of ils poiicy; or b. For which "damages" would have been payable by "underiying insurance" bul for the actual or alleged insolvency or financial impairment of an underlying insurer. 6. Aircraft "Bodily injury" or "property damage" arising out of the ownership, operalion, maintenance, use, entrustment to olhers, loading or unloading of any aircraft: a. Owned by any "insured"; or b. Chartered or loaned lo any "insured". This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to olhers of any aircraft that is owned or operated by or rented or loaned to any insured. This exclusion does nol appiy lo aircrafi that is: a. Hired, chartered or loaned with a paid crew; but b. Not owned by any "insured". This exclusion does not apply to "bodily injury" to any of your "employees" arising out of and in the course of their employment by you, 7. Watercraft "Bodily injury" or "property damage" arising out of the ownership, operafion, maintenance, use, entrustment to olhers, loading or unloading of any watercraft. This exclusion applies even if the claims allege negligence or other wrongdoing in lhe supervision, hiring, employment, training or monitoring of olhers by an insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, mainlenance, use or entrustment lo others of any watercraft that is owned or operated by or renled or loaned to any insured. This exclusion does not apply to; a. Watercraft you do nol own that is; (1) Less than 51 feet long, and (2) Not being used to carry persons or property for a charge; b. "Bodily injury" to any of your "employees" arising out of and in the course of their employment by you; or c. Any watercraft while ashore on premises owned by, rented lo or controlled by you. 8. War Any injury or damage, however caused, arising, direcfiy or indirecfiy, out of: a. War, including undeclared or civil war; or Form XL 00 03 09 16 Page 3 of 14 45 of 61 (ALF00) b. Wariike aclion by a military force, including action in hindering or defending against an actual or expected attack, by any governmeni, sovereign or other authority using military personnel or olher agenls; or c. Insurrection, rebellion, revolution, usurped power, or aclion taken by governmental authority in hindering or defending against any of these. 9. Damage To Property "Property damage" to property you own. 10. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. 11. Damage To Your Work "Properly damage" to "your work" arising oul of it or any part of it and included in the "products-completed operalions hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. 12. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has nol been physically injured, arising out of: a. A defect, deficiency, inadequacy or dangerous condition in "your producl" or "your work"; or b. A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance wilh its terms. This exclusion does nol apply to ioss of use of other property arising out of sudden and accidental physical injury lo "your product" or "your work" after il has been put lo its intended use. 13. Recall Of Products, Work Or Impaired Property "Damages" claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacemenl, adjustment, removal or disposal of: a. "Your product"; b. "Your work"; or c. "Impaired Property"; if such product, work or property is withdrawn or recalled from the markel or from use by any person or organizafion because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, 14. Expected Or Intended "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does nol apply to "bodily injury" or "properly damage" resulting from the use of reasonable force to protect persons or property. 15. Employer Liability Coverage afforded any of your "employees" for "bodily injury" or "personal and advertising injury": a. To other "employees" arising out of and in the course of their employment; b. To the spouse, child, parent, brother or sister of that "employee" as a consequence of such "bodily injury" to thai "employee". c. To you or, any of your partners or members, (if you are a partnership, joint venture), or your members (if you are a limited liability company); or d. Arising out of the providing or failing to provide professional health care services. Subparagraphs a. and b. of this exclusion appiy: (1) Whether the "insured" may be liable as an employer or in any olher capacity; and (2) To any obligafion to share "damages" wilh or repay someone else who must pay "damages" because of the injury. EXCEPTION Subparagraphs a. and b. of this exclusion do not apply if "underlying insurance" is maintained providing coverage for such liability wilh minimum underlying limits, as described in the Schedule of Underiying Insurance Policies. 16. Property Damage To Employee's Property Coverage afforded any of your "employees" for "property damage" lo property owned or occupied by or rented or loaned lo: a. That "employee"; b. Any of your other "employees"; c. Any of your partners or members (if you are a partnership or joinl venture); or d. Any of your members (if you are a limited liability company). Page 4 of 14 Form XL 00 03 09 16 46 of 61 (ALF00) 17. Uninsured Or Underinsured Motorists 20. Asbestos Any claim for: a. Uninsured or Underinsured Motorists Coverage; b. Personal injury prolection; c. Property protection; or d. Any similar no-fault coverage by whatever name called; Unless this policy is endorsed to provide such coverage. 18. Employment Practices Liability a. Any injury or damage lo: (1) A person arising out of any: (a) Refusal to employ lhal person; (b) Termination of lhal person's employmenl; or (c) Employment-related pracfices, poiicies, acts or omissions, such as but not limited to: coercion, demofion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discriminafion or malicious prosecufion directed al lhat person; or (2) The spouse, child, parenl, brother or sister of that person, as a consequence of any injury or damage to that person at whom any of the employment-related pracfices described in paragraphs (a), (b), or (c) above is directed. This exclusion applies: i. Whether the injury-causing event described in part (1) above occurs before employment, during employment or after employment of that person; ii. Whether the "insured" may be liable as an employer or in any other capacity; and iii. To any obligafion to share "damages" with or repay someone else who musl pay "damages" because of the injury. 19. Employee Retirement Income Security Act Any liabilily arising out of inlentional or unintentional violation of any provision of the Employee Retirement Income Security Act of 1974, Public Law 93-406 (commonly referred to as the Revision Acl of 1974), or any amendments to them. Any injury, damages, ioss, cost or expense, including bul nol limited to "bodiiy injury", "property damage" or "personal and advertising injury" arising out of, or relating lo, in whole or in part, the "asbestos hazard" that: a. May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind lo persons or property which would nol have occurred in whole or in part bul for the "asbeslos hazard"; or b. Arise out of any request, demand, order, or statutory or regulatory requirement that any insured or others lest for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of any "asbestos hazard"; or c. Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treafing, deloxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". 21. Racing And Stunting Activities "Bodily injury" or "property damage" arising out of the ownership, operafion, mainlenance, use, entrustment to others, or loading or unloading of any "auto" or "mobile equipment" while being used in any: a. Prearranged or organized racing, speed or demolifion contest; b. Stunting acfivity; or c. Preparafion for any such contest or activity. 22. Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: a. Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial informafion, credit card information, health information or any other type of nonpublic information; or b. The loss of, loss of use of, damage to, corruption of, inability to access, or inability lo manipulate electronic data. This exclusion applies even if damages are claimed for notificafion costs, credit Form XL 00 03 09 16 Page 5 of 14 47 of 61 (ALF00) monitoring expenses, forensic expenses, public relafions expenses or any other ioss, cost or expense incurred by you or others arising out of lhal which is described in Paragraph (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does nol apply lo damages because of "bodily injury". As used in this exclusion, electronic data means informafion, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any olher media which are used with electronically controlled equipmenl. 23. Limited Underlying Coverage Any injury, damage, loss, cost or expense, including bul not limited to "bodily injury", "property damage" or "personal and advertising injury" for which; a. an "underlying insurance" policy or policies specifically provides coverage; but b. because of a provision within the "underiying insurance" such coverage is provided at a limit or limits of insurance that are less than the limil(s) for the "underlying insurance" policy or poiicies shown on the Schedule of Underiying Insurance Policies. 24. Recording And Distribution Of Material Or Information In Violation Of Law Any injury, damage, loss, cost or expense, including but nol limiled to "bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: a. The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; b. The CAN-SPAM Act of 2003. including any amendmenl of or addifion to such law; c. The Fair Credit Reporting Acl (FCRA). and any amendment of or addition lo such law, including the Fair and Accurate Credit Transaction Act (FACTA); or d. Any federal, stale or local statute, ordinance or regulation, other lhan the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecfing, recording, sending, transmitting, communicafing or disfi'ibufion of material or information. SECTION II - INVESTIGATION, DEFENSE, SETTLEMENT A. With respecl to "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies (whether or not the "self-insured retenfion" applies) and 1. For which no coverage is provided under any "underiying insurance"; or 2. For which the underiying limits of any "underlying insurance" poiicy have been exhausted solely by payments of "damages" because of "occurrences" during the "policy period", We: 1. Wiil have the right and the duty to defend any "suit" against the "insured" seeking "damages" on account thereof, even if such "suit" is groundless, false or fraudulent; but our right and duty lo defend end when we have used up the applicabie limil of insurance in the payment of judgments or settlements under coverages afforded by this policy; 2. May make such invesfigafion and settlement of any claim or "suit" as we deem expedient; 3. Will pay all expenses incurred by us, all court cosls taxed against the "insured" in any "suit" defended by us and aii interest on the entire amount of any judgment therein which accrues after the entry of the judgment and before we have paid or tendered or deposited in court lhat part of the judgment which does not exceed the applicable limit of insurance. However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed lo the insured; 4. Will pay all premiums on appeal bonds required in any such "suit", premiums on bonds lo release attachments in any such "suit" for an amount nol in excess of the applicable limil of insurance, and the cost of bail bonds required ofthe "insured" because of an accidenl or traffic law violafion arising oul of the operalion of any vehicle lo which this policy applies, bul we will have no obligation to apply for or furnish any such bonds; 5. Will pay all reasonable expenses incurred by the "insured" al our request in assisting us in the investigation or defense of any claim or "suit", including actual loss of earnings not to exceed $500 per day per "insured"; Page 6 of 14 Form XL 00 03 09 16 48 of 61 (ALF00) and the amounts so incurred, except setllemenl of claims and "suits," are not subjecl to the "self- insured retention" and are payable in addition to any applicable limit of insurance. The "Insured" agrees to reimburse us promptly for amounts paid in settlement of claims or "suits" lo the extent that such amounts are wiihin the "self-insured retenfion". B. You agree lo arrange for the investigation, defense or settiement of any claim or "suit" in any counlry where we may be prevented by law from carrying oul this agreemenl. We will pay defense expenses incurred wilh our written consent in connection with any such claim or "suit" in addition lo any applicable limil of insurance. We wili also prompfiy reimburse you for our proper share, but subjecl to the applicable limit of insurance, of any setfiement above the "self-insured retenfion" made with our written consent. C. We wili have the right to associate al our expense with the "insured" or any underiying insurer in the investigation, defense or settlement of any claim or "suit" which in our opinion may require payment hereunder. In no event, however, will we contribute lo the cost and expenses incurred by any undertying insurer. SECTION III - WHO IS AN INSURED A. If you are doing business as: 1. An individual, you and your spouse are "insureds", but only with respect to the conduct of a business of which you are the sole owner. 2. A partnership or joint venture, you are an "insured". Your members, your partners, and their spouses are also "insureds", but only with respect to the conduct of your business. 3. A iimited liability company, you are an "insured". Your members are also "insureds", but only wilh respect to the conduct of your business. Your managers are "insureds", but only with respecl to their dufies as your managers, 4. An organizafion olher than a partnership, joint venture or limiled liability company, you are an "insured". Your "executive officers" and directors are "insureds", but only with respect lo their duties as your officers or directors. Your stockholders are also "insureds", but oniy with respect lo their liability as stockholders. 5. A trust, you are an "insured". Your trustees are also "insureds", but only wilh respect to their duties as trustees. B. Each of the following is also an "insured": 1. Your "volunteer workers" only while performing dufies related to the conduct of your business, or your "empioyees," other than your "executive officers" (if you are an organizafion olher lhan a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts: a. Within the scope of their employment by you or while performing duties related to the conduct of your business; and b. Oniy if such "volunteer workers" or "employees" are insureds under "underlying insurance" with limits of liability no less than stated in the Schedule of Underiying Insurance Policies, subjecl lo all the coverage, terms, condifions and limitafions of such "underiying insurance". 2. Any person or organization wilh whom you agreed, because of a written contract, written agreement or because of a permil issued by a stale or political subdivision, lo provide insurance such as is afforded under this poiicy, but only wilh respect lo your operafions, "your work" or facilities owned or used by you. This provision does not apply: a. Unless the written contraci or written agreement has been executed, or the permit has been issued prior lo the "bodily injury," "property damage," or "personal and advertising injury"; and b. Unless limits of liability specified in such written contract, written agreement or permit is greater than the limits shown for "underiying insurance"; or c. Beyond the period of fime required by the written contraci or written agreement. 3. Any person or organization having proper temporary custody of your property if you die, but oniy: a. With respecl to liability arising oul of the maintenance or use of that property; and b. Until your legal representafive has been appointed. 4. Your legal representative if you die, but only wilh respecl lo his or her duties as such. That represenlative will have all your rights and dufies underthis policy. C. Wilh respecl to "auto", any "insured" in the "underiying insurance" is an "insured" under this insurance policy, subject lo all the limitations of such "underiying insurance". D. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain Form XL 00 03 09 16 Page 7 of 14 49 of 61 (ALF00) financial interest of more than 50% of the vofing stock, wiil qualify as an "insured" if there is no other similar insurance available to lhat organizafion. However: 1. Coverage under this provision is afforded oniy unfil the 180th day after you acquire or form the organization or the end of the "policy period", whichever is eariier; 2. This insurance does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and 3. This insurance does not appiy lo "personal and advertising injury" arising out of an offense commilled before you acquired or formed the organizafion. E. Each person or organizafion, not included as an "insured" in Paragraphs A., B,, C, or D., who is an "insured" in the "underiying insurance" is an "insured" under this insurance subject to all the terms, conditions and limitalions of such "underiying insurance". No person or organizafion is an "insured" with respecl to the conduct of any current or past partnership, joint venture or limited liability company lhat is not shown as a Named Insured in the Declaralions. Wilh respecl lo any person or organizafion who is not an "insured" under "underiying insurance", coverage under this policy shall apply only lo loss in excess of the amounl of the "underiying insurance" or "self-insured retention" applicable to you. However, coverage afforded by reason of the provisions set forth above applies only to the extent: (i) Of the scope of coverage provided by the "underiying insurance" bul in no event shall coverage be broader lhan the scope of coverage provided by this policy and any endorsements attached hereto; and (ii) That such coverage provided by the "underiying insurance" is maintained having limits as set forth in the Schedule of Underlying Insurance Policies. SECTION IV - LIMITS OF INSURANCE A. The Limits of Insurance shown in the Deciarations and the rules below fix the most we will pay regardless of the number of; 1. "insureds"; 2. Claims made or "suits" brought; 3. Persons or organizations making claims or bringing "suits"; or 4. Coverages under which damages are covered underthis policy. B. The Limil of Insurance stated as the General Aggregate Limil is the most we will pay for the sum of "damages", otherthan "damages": 1. Because of injury or damage included within the "products-completed operations hazard"; 2. Because of "bodily injury" by disease to your "employees" arising out of and in the course of their employment by you; and 3. Because of "bodily injury" and "property damage" arising out of the ownership, operations, mainlenance, use, entrustment to others, loading or unloading of any "aulo", C. The Limit of Insurance stated as the Products Completed Operations Aggregate Limil is the most we will pay for "damages" because of injury or damage included within the "products- completed operafions hazard". D. The Limit of Insurance stated as the Bodily Injury By Disease Aggregate Limil is the most we will pay for "damages" because of "bodily injury" by disease lo your "employees" arising out of and in the course of their employmenl by you. E. Subject to B., C, or D above, whichever applies, the Each Occurrence Limit is the most we will pay for "damages" because of all "bodily injury", "property damage", and "personal and advertising injury" arising out of any one "occurrence". F. Our obligations under this insurance end when the applicabie Limit of Insurance available is used up. If we pay any amounts for "damages" in excess of that Limit of Insurance, you agree to reimburse us for such amounts. G. The Limits of Insurance of this policy apply separately to each consecutive annuai period and to any remaining period of less than 12 months, starting with the beginning of the "policy period" shown in the Declaralions. However, if the "policy period" is extended after issuance for an additional period of less than 12 months, the additional period will be deemed part of the last preceding period for the purpose of determining the Limils of Insurance. SECTION V - NUCLEAR ENERGY LIABILITY EXCLUSION {Broad Form) A. The insurance does not apply; 1. To "bodily injury" or "property damage": a. With respect to which an "insured" under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liabilily insurance Associafion, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured Page 8 of 14 Form XL 00 03 09 16 50 of 61 (ALF00) under any such policy but for ils termination upon exhaustion of its limit of liabilily; or b. Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) any person or organizafion is required to maintain financial prolection pursuant lo the Atomic Energy Acl of 1954, or any law amendatory thereof, or (b) the "insured" is, or had this policy nol been issued would be, entitied to indemnily from the United Slates of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency Ihereof, with any person or organizafion. 2. To "bodily injury" or "properly damage" resulling from the "hazardous properties" of "nuclear material" if: a. The "nuclear malerial" (a) is at any "nuclear facility" owned by, or operated by or on behalf of, an "insured" or (b) has been discharged or dispersed therefrom; b. The "nuclear material" is contained in "spent fuel" or "waste" al any fime possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an "insured"; or c. The "bodily injury" or "property damage" arises out ofthe furnishing by an "insured" of services, materials, parts or equipment in connecfion wilh the planning, construclion, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United Stales of America, ils territories or possessions or Canada, this exclusion c. applies only to "property damage" to such "nuclear facility" and any property thereat. B. As used in this exclusion: "Hazardous properfies" include radioacfive, loxic or explosive properties; "Nuclear material" means "source material", "special nuclear material" or "by-product material"; "Source material", "special nuclear malerial" and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; 'Waste" means any waste material (a) containing "by-product material" other lhan the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for ils "source material" content, and (b) resulling from the operation by any person or organizafion of any "nuclear facility" included under the first two paragraphs of the definilion of "nuclear facility". "Nuclear facility" means: (1) Any "nuclear reactor"; (2) Any equipmenl or device designed or used for (a) separafing the isotopes of uranium or plutonium, (b) processing or ufilizing "spent fuel," or (c) handling, processing or packaging "wasle"; (3) Any equipmenl or device used for the processing, fabricating or alloying of "special nuclear material" if at any lime the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more lhan 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (4) Any structure, basin, excavafion, premises or place prepared or used for the slorage or disposal of "waste"; and includes the sile on which any of the foregoing is located, aii operations conducted on such sile and all premises used for such operalions; "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; "Property damage" includes all forms of radioactive contamination of property. SECTION VI - CONDITIONS A. Premium All premiums for this policy shaii be computed in accordance with Item 5 of the Declarations. The premium slated as such in the Deciarations is a deposit premium only which shall be credited to the amount of any earned premium. At the close of each "policy period", the earned premium shall be computed for such period, and upon nolice Ihereof to the Named Insured first shown in the Deciarations shall become due and payable by such Named Insured. if the tolal earned premium for the "poiicy period" is less than the premium previously paid and more than the minimum premium, we shall return to such Named Insured the unearned portion paid by such Named Insured, The Named insured first shown in the Declarafions shall maintain records of such information as is necessary for premium computafion, and shall send copies of such records to us at the end of the "policy period" and at such times dunng the "policy period" as we may direcl. Form XL 00 03 09 16 Page 9 of 14 51 of 61 (ALF00) B. Inspection And Audit We shall be permitted bul not obligaled to inspect your property and operafions at any fime. Neither our right to make inspections, nor the making thereof, nor any report thereon, shall consfitute an undertaking on your behalf or for your benefil or that of olhers to delermine or warrant that such property or operations are: 1. Safe; 2. Healthful; or 3. in compliance wilh any law, rule or regulation. We may examine and audit your books and records al any time during the "policy period" and extensions thereof and within three years after the final lermination of this poiicy, insofar as they relate to the subject matter of this policy. C. Duties In The Event Of Occurrence, Claim Or Suit 1. You musl see to it lhat we are nofified as soon as practicable of an "occurrence" which may result in a claim under this policy. This requirement applies only when such "occurrence" is known to any of the following: a. You or any additional insured that is an individual; b. Any partner, if you or an additional insured are a partnership; c. Any manager, if you or an addifional insured are a limited liability company; d. Any "execufive officer" or insurance manager, if you or an addifional insured are a corporation; e. Any trustee, if you or an addifional insured is a trust; or f. Any elected or appointed official, if you or an addifional insured is a polifical subdivision or public entity. This duly applies separately to you and any additional insured. To the extent possible, nofice should include: a. How, when and where the "occurrence" took place; b. The names and addresses of any injured persons and wilnesses; and c. The nature and locafion of any injury or damage arising out of the "occurrence" or "offense". 2. If a claim is made or "suit" is brought against any insured, you must: a. Immediately record the specifics of the ciaim or "suit" and the date received; and b. Nofify us in writing as soon as pracficable if the claim is likely to exceed the amount of the "self-insured retention" or "underiying insurance", whichever applies. 3. You and any other involved insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers received in connection wilh the claim or "suit" involving or likely to involve a sum in excess of any "self- insured retenfion" or "underiying insurance", whichever applies"; b. Authorize us to obtain records and other information; c. Cooperate with us in the invesfigation or setfiement of the claim or defense against the "suit"; and d. Assist us, upon our request in the enforcement of any righl against any person or organization which may be liable to the insured because of injury or damage to which this policy or any "underiying insurance" or "self-insured retenfion" may apply. 4. No insured will, except at that insured's own cosl, make or agree to any settlement for a sum in excess of: a. The lotal limits of "underiying insurance"; or b. The "self-insured retention" if no "underiying insurance" applies without our consent. 5. No insureds will, except at that insured's own cost, make a payment, assume any obligation, or incur any expenses, other lhan first aid, without our consent. D. Assistance And Cooperation Of The Insured The "insured" shall; 1. Cooperate with us and comply with all the terms and conditions of this policy; and 2. Cooperate with any of the underlying insurers as required by the terms of the "underiying insurance" and comply with all the terms and conditions Ihereof. The "insured" shall enforce any righl of contribufion or indemnity againsi any person or organization who may be liable lo the "insured" because of "bodily injury", "property damage" or "personal and adverfising injury" with respect to this policy or any "underlying insurance". E. Legal Action Against Us No person or organization has a righl under this policy; a. To join us as a party or olherwise bring us into a "suit" asking for damages from an insured; or Page 10 of 14 Form XL 00 03 09 16 52 of 61 (ALF00) b. To sue us on this poiicy unless all of its terms and those of the "underiying insurance" have been fully complied with. A person or organization may sue us lo recover on an agreed settlement or on a final judgment against an insured; but, we will not be liable for damages that are not payable under the terms of this policy or that are in excess of the limit of liability. An agreed setfiement means a settlement and release of liability signed by us, the insured and the claimani or the claimant's legal representafive. F. Appeals In the event the "insured" or the "insured's" underiying insurer elects not lo appeal a judgment in excess oflhe "underiying insurance" or the "self-insured retention," we may elect lo make such appeal, at our cosl and expense. If we so elect, we shaii be liable in addition to the applicable Limit of Insurance, for the: 1. Taxable costs; 2. Disbursements; and 3. Addifional interest incidental lo such appeal; Bul in no event will we be liable for "damages" in excess of the applicable aggregate Limil of Insurance, If a judgment is rendered in excess of the limits of "underiying insurance" and we offer to pay our full share of such judgment, but you or your underiying insurers elect lo appeal it, you, your underiying insurers or both will bear: a. The cost and duty of obtaining any appeal bond; b. The taxable costs, disbursements and addilional interest incidental to such appeal; and c. Any increase in damages over the amount the matter could have been settled for after the verdict was entered and before the appeal was filed. G. Other Insurance This policy shall apply in excess of all "underiying insurance" whether or not valid and collectible, it shall also apply in excess of other valid and collectible insurance (except other insurance purchased specifically to apply in excess of this insurance) which also applies to any loss for which insurance is provided by this policy. These excess provisions apply, whether such olher insurance is stated lo be: 1. Primary; 2. Contributing; 3. Excess: or 4. Contingent. H. Transfer Of Rights Of Recovery Against Others To Us 1. Transfer Of Rights Of Recovery If the insured has rights to recover all or a part of any payment we have made under this policy, those righls are transferred lo us. The insured must do nothing after a loss to impair them. At our request, the insured will bring "suit" or transfer those righls to us and help us enforce them, a. Recoveries shall be applied to reimburse: (1) First, any interest (including the Named Insured) lhat paid any amount in excess of our limit of liability; (2) Second, us, along with any other insurers having a quota share interest al the same level; (3) Third, such interests (including the Named Insured) of whom this insurance is excess. However, a different apportionment may be made to effect setfiement of a claim by agreemenl signed by all interests. b. Reasonable expenses incurred in the exercise of rights of recovery shall be apportioned among all interests in the rafio of their respective losses for which recovery is sought. 2. Waiver Of Rights Of Recovery (Waiver Of Subrogation) if the "insured" has waived any righls of recovery against any person or organization for all or part of any payment we have made under this policy, we also waive that right, provided the "insured" waived their rights of recovery against such person or organizafion in a contract, agreemenl or permil lhat was executed prior lo the injury or damage. I. Changes This policy contains all the agreements between you and us concerning the insurance afforded. Nofice to any agent, or knowledge possessed by any agent or any other person shall not effeci a waiver or a change in any part of this policy, or slop us from asserting any righls under the terms of this policy. The Named Insured first shown in the Declarafions is aulhorized on behalf of all "insureds" to agree with us on changes in the lerms of this policy. If the lerms are changed, the changes wili be shown in an endorsemenl issued by us and made a part of this policy. Form XL 00 03 09 16 Page 11 of 14 53 of 61 (ALF00) J. Separation Of Insureds Except wilh respect to the Limits of Liability, and any righls or duties specifically assigned in this policy to the Named Insured first shown in the declarations, this insurance applies; a. As if each Named Insured were the only Named Insured: and b. Separately to each insured against whom claim is made or "suit" is brought. K. Maintenance Of Underlying Insurance Policies affording in tolal the coverage and limits slated in the Schedule of Underiying Insurance Policies shall be maintained in full effect during the currency of this policy. Your failure lo comply with the foregoing shall not invalidate this policy, but in the event of such failure, we shall be liable oniy to the extent lhal we would have been liable had you complied herewith. The Named Insured first shown in the Deciarations shall give us written nofice as soon as practicable of any of the foliowing: 1. Any change in the coverage or in the limits of any "underiying insurance", including but not limited to a change from occurrence coverage lo claims made coverage; 2. Terminafion of part or all of one or more of the poiicies of "underiying insurance"; 3. Reduction or exhausfion of an aggregate limil of iiabilily of any "underiying insurance". The "self-insured retenfion" shall not apply should the "underiying insurance" be exhausted by the payment of claims or "suits" which are also covered by this policy. L. Cancellation 1. The Named Insured first shown in the Declarafions may cancel this policy by mailing or delivering to us or to any of our authorized agents advance written notice of canceilation. 2. We may cancel this policy by mailing or delivering lo the Named Insured first shown in the Declarations at the address shown in this policy, written nofice of cancellation at least: a. 10 days before the effeclive date of canceilation if such Named Insured fails to pay the premium or any inslaliment when due; or b. 30 days before the effecfive date of cancellation if we cancel for any olher reason, 3. If notice is mailed, proof of mailing will be sufficient proof of notice. Notice will slate the effecfive date of cancellation. The "policy period" will end on lhat date. Delivery of such notice by the Named Insured first shown in the Declarations or by us will be equivalent to mailing, 4. If the Named Insured first shown in the Declarafions cancels, the refund may be less than pro rata, but we wili retain any minimum premium staled as such in the Declarations, if we cancel, the refund will be pro rata. The cancellalion will be effeclive even if we have not made or offered a refund. M. Non-Renewal 1. If we decide not lo renew, we will mail or deliver to the Named Insured first shown in the Declarations, at the address shown in this poiicy, written notice of non-renewal at least 30 days before the end of the "policy period". 2. If notice is mailed, proof of mailing will be sufficient proof of notice, 3. If we offer lo renew bul such Named Insured does not accept, this policy will nol be renewed at the end of the current "poiicy period". N. Workers' Compensation Agreement With respect lo "bodily injury" lo any officer or other employee arising out of and in the course of employmenl by you, you represent and agree that you have not abrogated and wili not abrogate your common-law defenses under any Workers' Compensafion Law by rejection of such law or olherwise. if at any lime during the "policy period" you abrogate such defenses, the insurance for "bodily injury" to such officer or other employee automatically terminates at the same time. O. Bankruptcy Or Insolvency In the event of the bankruptcy or insolvency of the "insured" or any enfity comprising the "insured", we shall nol be relieved of any of our obligations underthis poiicy. P. Representations By accepting this policy, you agree; a. The statements in the Declarations are accurate and complete; b. The statements in the Schedule Of Underiying Insurance Poiicies are accurate and complete; c. The statements in a. and b. are based upon representafions you made lo us: d. We have issued this policy in reliance upon your representations; and e. If unintentionally you should fail to disclose all hazards at the inception of this policy, we shall not deny coverage under this policy because of such failure. Page 12 of 14 Form XL 00 03 09 16 54 of 61 (ALF00) SECTION Vll - DEFINITIONS Except as otherwise provided in this section or amended by endorsement, the words or phrases that appear in quotation marks within this policy shall follow the definitions of the applicable "underlying insurance" policy. "Accident" includes confinuous or repeated exposure to the same conditions resulfing in "bodily injury" or "property damage", "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility iaw or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipmenl". "Covered pollution cost or expense" means any cost or expense arising out of 1. Any request, demand, order or statutory or regulatory requirement; or 2. Any claim or "suit" by or on behalf of a governmental authority demanding that the "insured" or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond lo, or assess the effects of "pollutants". "Covered pollution cost or expense" does not include any cost or expense arising oul of the actual, alleged or threatened discharge, dispersal, seepage, migralion, release or escape of "poiiutants": (1) That are, or lhal are contained in any property that is; a. Being transported or towed by, handled, or handled for movement into, onto or from, any "auto"; b. Olherwise in the course of transit by or on behalf of the "insured"; or c. Being stored, disposed of, treated or processed in or upon any "auto"; or (2) Before the "pollutants" or any property in which the "pollutants" are contained are moved from the place where they are accepted by the "insured" for movement into or onto any "aulo"; or (3) After the "pollutants" or any property in which the "pollutants" are contained are moved from any "auto" lo the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a. above does not apply to fuels, lubricants, fiuids, exhaust gases or other similar "pollulanls" thai are needed for or result from the normal electrical, hydraulic or mechanical funcfioning of an "aulo", covered by the "underlying insurance" or its parts, if; (1) The "pollutants" escape, seep, migrate, or are discharged or released directiy from an "aulo" part designed by its manufaclurer lo hold, store, receive or dispose of such "pollulanls"; and (2) The "bodily injury," "property damage" or "covered pollufion cost or expense" does nol arise out of the operafion of any equipment listed in paragraphs 6.b and 6.c. ofthe definifion of "mobile equipment". Paragraphs b. and c. above do not apply lo "accidents" lhat occur away from premises owned by or renled lo an "insured" with respecl to "pollulanls" not in or upon an "auto" covered by the "underiying insurance" if: (1) The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto"; and (2) The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused direcfiy by such upset, overturn or damage. "Damages" include prejudgment inleresl awarded againsi the "insured" on that part of the judgment we pay. "Damages" do nol inciude: 1. Fines; 2. Penalties; or 3. Damages for which insurance is prohibited by the law applicable to the construction of this policy. Subjecl lo the foregoing, "damages" include damages for any of the following which result al any fime from "bodily injury" to which this policy applies: 1. Death; 2. Mental anguish; 3. Shock; 4. Disability; or 5. Care and loss of services or consortium. "Insured" means any person or organization qualifying as an insured in the applicable WHO IS AN INSURED provision of this policy. The insurance afforded applies separately lo each "insured" against whom claim is made or "suit" is brought, except with respecl to the limit of our liabiiity under LIMITS OF INSURANCE (SECTION IV). "Occurrence" means 1. With respecl to "bodily injury" or "property damage": an accident, including confinuous or Form XL 00 03 09 16 Page 13 of 14 55 of 61 (ALF00) repeated exposure lo substanfially the same general harmful condifions, and 2. With respectto "personal and adverfising injury"; an offense described in one of the numbered subdivisions of that definition in the "underlying insurance". "Policy period" means the period beginning wilh the incepfion date stated as such in the Declarafions and ending with the eariier of; 1. The date of cancellation of this policy; or 2, The expiration date stated as such in the Declarations. "Self-insured retention" means the amount staled as such in the Declarafions which is retained and payable by the "insured" with respecl to each "occurrence". "Underlying insurance" means the insurance policies listed in the Schedule of Underiying Insurance Policies, including any renewals or replacements thereof, which provide the underiying coverages and limits stated in the Schedule of Underiying Insurance Policies. The limit of "underiying insurance" includes: 1. Any deductible amounl; 2. Any participation of any "insured"; and 3. Any "self-insured retention" above or beneath any such policy; Less the amount, if any, by which the aggregate limit of such insurance has been reduced by any paymenl relating lo any act, error, omission, injury, damage or offense for which insurance is provided by this poiicy, including Medical Payments Coverage as described in the "underiying insurance." The coverages and limits of such policies and any such deductible amount participation or "self-insured retention" shall be deemed lo be applicable regardless of: 1. Any defense which any underiying insurer may assert because of the "insured's" failure to comply with any condifion of ils policy; or 2. The actual or alleged insolvency or financiai impairment of any underlying insurer or any "insured". The risk of insolvency or financial impairment of any underlying insurer or any "insured" is borne by you and not by us. Page 14 of 14 Form XL 00 03 09 16 56 of 61 (ALF00) UMBRELLA LIABILITY POLICY DECLARATIONS INSURER: HARTFORD CASUALTY INSURANCE COMPANY ON E HARTFORD PLAZA , HAR T FORD , CT 06155 POLICY NUMBER: 52 XHUOL5121 P4 RENEWAL OF : 52 XHU HBllBO Items 1. Named Insured and Mailing Address: ALTA PLANNING & DESIGN I INC .. SEE IH1204 711 SE GRAND AVE PORTLAND 2. Policy Period: From 09/01/20 To 12:01 A.M., Standard Time at mailing address shown above . 3. Agent/Broker Name: PARKER SMITH & FEEK INC 9. This policy consists of: (a) This Declarations ; (b ) The Schedule of Underlying Insurance Policies; (c) The Policy Provisions ; XL00030916 (d) The Polity Cover; XL00070 314 (e) Any Endorsements shown below. XL000505 02 Endorsements forming part of this policy when issued: OR 97214 09/01/21 XL700012 06 HM99011185 IH09850115 IH1204 0312 IH994 004 09 IH994104 09 XL 02260487 XLD4151088 XL21130914 XL21241100 XL2132 0919 XL21670914 XL 2317020 4 XL23280605 XL23300115 XL2364 0616 XL237 60317 XL23800618 XL24 011217 XL24 021210 XL24480406 XL24551210 Countersigned by (Where required by law) Form XL 00 01 01 07 Qu~an £ C ao?Z.rz .... .:r~ Authorized Representative 09/03/20 Date 57 of 61 (ALF00) ABCDEFGHIJ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional If notice is mailed, proof of mailing to the last known Conditions:mailing address of the certificate holder(s) on file with A.If this policy is cancelled by the Company,other the agent of record or the Company will be sufficient than for nonpayment of premium, notice of such proof of notice. cancellation will be provided at least thirty (30)Any notification rights provided by this endorsement days in advance of the cancellation effective date apply only to active certificate holder(s) who were to the certificate holder(s) with mailing addresses issued a certificate of insurance applicable to this on file with the agent of record or the Company.policy's term. B.If this policy is cancelled by the Company for Failure to provide such notice to the certificate nonpayment of premium, or by the insured, notice holder(s) will not amend or extend the date the of such cancellation will be provided within (10)cancellation becomes effective, nor will it negate days of the cancellation effective date to the cancellation of the policy. Failure to send notice shall certificate holder(s) with mailing addresses on file impose no liability of any kind upon the Company or its with the agent of record or the Company.agents or representatives. Form IH 03 13 06 11 Page 1 of 1 © 2011, The Hartford 58 of 61 (ALF00) SCHEDULE OF UNDERLYING INSURANCE POLICIES POLICY NUMBER:52 xHU OL5121 This schedule forms a part of the policy designated herein. Named Insured and Mailing Address: Insurer,Policy Number and Period ALTA PLANNING &DESIGN ,INC. SEE IH1204 711 SE GRAND AVE PORTLAND Type of Coverage (A)TWIN CITY FIRE INSURANCE COMPANY 52 WE OL6H1T 09/01/21 TO 09/01/22 (B)TRUMBULL INSURANCE COMPANY 52 UEN OL5676 09/01/21 TO 09/01/22 Employers’Liability Commercial Auto Liability written to include all owned, non-owned and hired autos, except as listed below: (C)HARTFORD CASUALTY INSURANCE COMPANY 52 UUN OL5120 09/01/21 TO 09/01/22 Form XL 00 05 05 02 Commercial General Liability OR 97214 Applicable Limits Bodily Injury Limit $1,000,000 $1,000,000 $1,000,000 Single Liability Limit $1,000,000 Split Liability Limits $1,000,000 written to include ail coverages of CG0001 or HGO001,except as listed below: $1,000,000 $2,000,000 $2,000,000 Each accident (by accident") Policy limit (by disease”) Each employee (by disease*) Each accident Bodily injury each person Bodily injury each accident Property damage each accident Each occurrence limit Persona!and advertising injury limit General aggregate limit (other than products- completed operations) Products-completed Operations aggregate limit PAGE 1 (CONTINUED ON NEXT PAGE) 59 of 61 (ALF00) SCHEDULE OF UNDERLYING INSURANCE POLICIES (Continued) POLICY NUMBER:52 XHU OL5121 Insurer,Policy Number and Period Type of Coverage (D)Other (Specify) HARTFORD FIRE INSURANCE COMPANY 52 CPG CD4779 09/01/21 TO 09/01/22 FOREIGN EMPLOYERS RESPONSIBILITY (D)HARTFORD CASUALTY INSURANCE COMPANY 52 UUN OL5120 09/01/21 TO 09/01/22 OTHER (SPECIFY) EMPLOYEE BENEFITS LIABILITY (D)HARTFORD FIRE INSURANCE COMPANY 52 CPG CD4779 09/01/21 TO 09/01/22 OTHER (SPECIFY) FOREIGN GENERAL LIABILITY Note Maintenance of Underlying Insurance Condition Applicable Limits $1,000,000 $1,000,000 $1,000,000 $1,000,000 $2,000,000 $1,000,000 $1,000,000 $2,000,000 $2,000,000 EACH ACCIDENT (BY ACCIDENT*) POLICY LIMIT (BY DISEASE*) EACH EMPLOYEE (BY DISEASE*) EACH CLAIM LIMIT AGGREGATE LIMIT EACH OCCURRENCE LIMIT PERSONAL AND ADVERTISING INJURY LIMIT GENERAL AGGREGATE LIMIT (OTHER THAN PRODUCTS-COMPLETED OPERATIONS) PRODUCTS-COMPLETED OPERATIONS AGGREGATE LIMIT *Except that in any jurisdiction where the amount of Employers’Liability Coverage afforded by the underlying insurer is by law unlimited,the limit stated does not apply and the policy of which this schedule forms a part shall afford no insurance with respect to Employers’Liability in such jurisdiction. Form XL 00 05 05 02 PAGE 2 (CONTINUED ON NEXT PAGE) 60 of 61 (ALF00) SCHEDULE OF UNDERLYING INSURANCE POLICIES (Continued) POLICY NUMBER:52 XHU 0L5121 Insurer,Policy Number and Period Type of Coverage Applicable Limits (D)HARTFORD FIRE INSURANCE COMPANY 52 CPG CD4779 09/01/21 TO 09/01/22 OTHER (SPECIFY) FOREIGN AUTOMOBILE LIABILITY $1,000,000 EACH ACCIDENT (D)HARTFORD FIRE INSURANCE COMPANY 52 CPG CD4779 09/01/21 TO 09/01/22 OTHER (SPECIFY) FOREIGN EMPLOYEE BENEFITS $1,000,000 EACH CLAIM LIABILITY LIMIT $2,000,000 AGGREGATE LIMIT Form XL 00 05 05 02 PAGE 3 Alta Planning + Design for Suggested Routes to School Maps and Map Template Final Audit Report 2022-06-21 Created:2022-06-20 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAkPcEPddK5SupzgpAXO1_XBttD7qMY8-1 "Alta Planning + Design for Suggested Routes to School Maps a nd Map Template" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-06-20 - 8:22:08 PM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2022-06-20 - 8:24:29 PM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2022-06-20 - 8:25:11 PM GMT - Time Source: server- IP address: 216.198.111.214 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-06-20 - 8:25:14 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-06-20 - 9:34:50 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to Natalie Lozano (natalielozano@altaplanning.com) for signature 2022-06-20 - 9:34:54 PM GMT Email viewed by Natalie Lozano (natalielozano@altaplanning.com) 2022-06-20 - 9:44:40 PM GMT- IP address: 66.249.84.231 Document shared with Cherie Walkowiak (cheriew@cupertino.org) by City of Cupertino (webmaster@cupertino.org) 2022-06-20 - 10:34:44 PM GMT- IP address: 216.198.111.214 Document shared with birgitw@cupertino.org by City of Cupertino (webmaster@cupertino.org) 2022-06-20 - 10:34:46 PM GMT- IP address: 216.198.111.214 Email sent to birgitw@cupertino.org bounced and could not be delivered 2022-06-20 - 10:35:00 PM GMT Document e-signed by Natalie Lozano (natalielozano@altaplanning.com) Signature Date: 2022-06-21 - 5:59:06 PM GMT - Time Source: server- IP address: 97.120.171.154 Document emailed to christopherj@cupertino.org for signature 2022-06-21 - 5:59:10 PM GMT Email viewed by christopherj@cupertino.org 2022-06-21 - 6:03:58 PM GMT- IP address: 104.47.73.126 Document e-signed by Christopher D. 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