HomeMy WebLinkAboutContract 55758CSC No. 55758
CONSULTING SERVICES AGREEMENT
This CONSULTING SERVICES AGREEMENT ("Agreement") is made and entered into by and between
the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant,
Parker, Denton and Wise Counties, Texas, as executed by Dana Burghdoff, its duly authorized Assistant City
Manager, and Freese and Nichols, Inc. ("Consultant"), a Texas Corporation, as executed by Mazen H.
Kawasmi, PE , its duly authorized Vice President, each individually referred to as a"party" and collectively
referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
L This Agreement for Consulting Services
2. Exhibit A— Scope of Services and Compensation Schedule
A11 Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the
event of any conflict between the documents, the terms and conditions of this Consulting Services Agreement
shall control.
1. SCOPE OF SERVICES.
The Scope of Services represents an overall project by the City to Retail/Wholesale Rate Training and
On Call Financial and Rate Consulting Services as identified in Exhibit "A", attached and incorporated into
this Agreement.
Consultant warrants that it will exercise reasonable skill, care and diligence in the performance of its
services and will carry out its responsibilities in accordance with customarily accepted professional practices
and applicable laws. Except for the express representations and warranties set forth hereinabove and otherwise
in this Agreement, Consultant does not make any other express or implied warranties or representations of any
kind whatsoever relating to this Agreement or the Services, including any implied warranty of inerchantability
or fitness for a particular purpose.
2. TERM.
This Agreement shall commence upon the date of full execution ("Effective Date") and shall expire
December 31, 2021, unless terminated earlier or extended in accordance with the provisions of this Agreement
or agreed upon by written amendment to this Agreement by both parties.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed $25,000 in accordance with the provisions of
this Agreement and the Payment Schedule shown in Exhibit "A," which is incorporated for all purposes
herein. Consultant shall perform professional services identified as Phase A, as outlined in the "Scope of
Services" for a lump sum fee of Ten Thousand Dollars, $10,000, and the remainder of the "Scope of Services",
identiiied as Phase B up to the not to exceed amount as requested by the City. Consultant shall not perform
any additional services for the City not specified by this Agreement unless the City requests and both parties
approve in writing the additional scope, schedule, and costs for such services. Either party may seek a change
�FFICIAL RECORD
CITY SECRETARY
FT. W�RTH, TX
order for a change in scope schedule and costs related thereto, which must be agreed upon by both parties by
a written amendment to this Agreement. The City shall not be liable for any additional expenses of Consultant
not specified by this Agreement unless the City first approves such expenses in writing.
4. TERMINATION.
41. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any reason by
providing the other party with 30 days written notice of termination.
4.2 Non-a�propriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal period for
any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall
terminate on the last day of the fiscal period for which appropriations were received without penalty
or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed
upon for which funds shall have been appropriated.
4.3 Duties and Obli�ations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay
Consultant for services actually rendered up to the effective date of termination and Consultant shall
continue to provide the City with services requested by the City and in accordance with this Agreement
up to the effective date of termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any
existing conflicts of interest related to Consultant's services under this Agreement. In the event that any
conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees promptly to
make full disclosure to the City in writing upon its first knowledge of such conflict. Consultant, for itself and
its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to a third party without the prior written approval of
the City, except to the extent that such disclosure is required by applicable law or court order and then only
after prior notice to and consultation with the City. Consultant shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Consultant shall notify the City promptly if the security or integrity of any City
information has been compromised or is believed to have been compromised.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment under
this Agreement, have access to and the right to examine at reasonable times any directly pertinent books,
documents, papers and records of the Consultant involving transactions relating to this Agreement at no
additional cost to the City. Consultant agrees that the City shall have access during normal warking hours to
all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City shall give Consultant at least five
(5) business days' advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the
effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of
the subcontract, have access to and the right to examine at reasonable times any directly pertinent books,
Page 2 of 11
documents, papers and records of such subcontractor involving transactions related to the subcontract, and
further that City shall have access during normal working hours to all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of
this paragraph. City shall give subcontractor reasonable notice of intended audits.
The audit rights conferred by this section shall not permit the City to access records related to the
pricing of fixed-price or lump sum amounts, the build-up of agreed rates or unit prices, or Consultant's
estimating records.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent contractor as to
all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to
and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive
right to control the details of its operations and activities and be solely responsible for the acts and omissions
of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the
doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and
employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors.
Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint
enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD HARMLESS
CITY AND ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL DAMAGES,
CLAIMS, LOSSES, DEMANDS, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE
ATTORNEY'S FEES AND EXPENSES, FOR PERSONAL INJURIES (INCLUDING DEATH) AND
THIRD-PARTY PROPERTY DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACT
OR OMISSION OF CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR
SUBCONTRACTORS IN THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. THE
CONSULTANT SHALL NOT BE OBLIGATED OR LIABLE TO THE CITY FOR ANY CLAIM
ARISING IN CONNECTION WITH THIS AGREEMENT EXCEPT ITS OWN NEGLIGENCE THAT
IS THE FAULT OF THE CONSULTANT, AND/OR ITS AGENTS, EMPLOYEES, OR
SUBCONTRACTORS, OR OTHERS FOR WHOM CONSULTANT IS LEGALLY RESPONSIBLE.
NOTWITHSTANDING THE FOREGOING, CONSULTANT AGREES, TO THE FULLEST
EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS CITY AND ITS
OFFICERS, AGENTS AND EMPLOYEES AGAINST COSTS, DAMAGES, OR LOSSES,
INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES, RESULTING FROM CLAIMS
BY THIRD PARTIES FOR PERSONAL INJURIES (INCLUDING DEATH) OR PROPERTY
DAMAGE TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OF
CONSULTANT, ITS OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS IN THE
PERFORMANCE OF SERVICES UNDER THIS AGREEMENT. CONSULTANT SHALL NOT BE
OBLIGATED TO DEFEND OR INDEMNIFY CITY AND ITS OFFICERS, AGENTS AND
EMPLOYEES FOR THEIR RESPECTIVE NEGLIGENCE OR WILLFUL MISCONDUCT.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement
without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall
execute a written agreement witb the City and the Consultant under which the assignee agrees to be bound by
Page 3 of 11
the duties and obligations of Consultant under this Agreement, and Consultant shall have no further liability
or obligations under the assigned portion of the Agreement. If the City grants consent to a subcontract, the
Consultant shall require such subcontractor to execute a written agreement with the Consultant referencing this
Agreement and requiring subcontractor to be bound by duties and obligations substantially similar to those of
the Consultant under this Agreement as such duties and obligations may apply to the subcontractor's scope of
services. The Consultant shall provide the City with a fully executed copy of any such subcontract upon
request, with any financial and proprietary information redacted.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the following
coverage limits that are to be in effect prior to commencement of any services pursuant to this Agreement:
101 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$2,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Bodily injury per person
$500,000 Bodily injury per occurrence
$100,000 Property damage
Coverage shall be on any vehicle used by the Consultant, its employees, agents,
representatives in the course of the providing services under this Agreement. "Any
vehicle" shall be any vehicle owned, hired and non-owned.
(c) Warker's Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with
statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq.,
Tex. Rev. Civ. Stat.) and policy limits for Employers' Liability of $100,000 each
accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per
employee.
(d) Professional Liability (Errors & Omissions)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Page 4 of 11
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specifc to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An annual
certificate of insurance shall be submitted to the City to evidence coverage.
10.2 Certificates.
Certificates of Insurance evidencing that the Consultant has obtained all required
insurance shall be delivered to the City prior to Consultant proceeding with any services
pursuant to this Agreement. All policies except Workers' Compensation and Professional
Liability shall be endorsed to name the City as an additional insured thereon, as its interests
may appear. All policies except Professional Liability and Employer's Liability shall contain
a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall include
its employees, officers, officials, agent, and volunteers in respect to the contracted services.
Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement. A minimum of thirty (30) days' notice of
cancellation of coverage shall be provided to the City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Such terms shall be endorsed onto
Consultant's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth,
1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same
address.
10.3 Waiver of Subroeation for Property Insurance.
The City and Consultant waive all rights against each other and their officers, ofiicials,
directors, agents, or employees for damage covered by builder's risk insurance during and
after the completion of Consultant's services. If the services result in a construction phase
related to the project, a provision similar to this shall be incorporated into all construction
contracts entered into by the City, and all construction contractors shall be required to provide
waivers of subrogation in favor of the City and Consultant for damage or liability covered by
any construction contractor's policy of property insurance, including builder's risk provided
by such contractor, if applicable.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and
regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations,
Consultant shall promptly desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest,
as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations
hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals
on any basis prohibited by law.
Page 5 of 11
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have
been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives,
(2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party
by United States Mail, registered, return receipt requested, addressed as follows:
To The CITY: To CONSULTANT:
City of Fort Worth Richard Campbell
Chris Harder, P.E. 101 S. Locust Street, Suite 202
200 Texas Ave Denton, TX 76201
Fort Worth, Texas 76102 Richard.Campbell@freese.com
Chris.Harder(a�fortworthtexas.gov 940-220-4356
817.392.5020
14. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or surrender
any of its governmental powers.
15. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's
respective right to insist upon appropriate performance or to assert any such right on any future occasion.
16. GOVERNING LAW / VENUE.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any
action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such
action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division.
17. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired.
18. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and obligations
as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to
force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to,
compliance with any govemment law, ordinance or regulation, acts of God, acts of the public enemy, fires,
strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,
transportation problems and/or any other similar causes.
Page 6 of 11
19. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a
part of this Agreement.
20. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of this Agreement or exhibits hereto.
21. AMENDMENTS / MODIFICATIONS / EXTENSIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument, which is executed by
an authorized representative and delivered on behalf of such party.
22. ENTIRETY OF AGREEMENT.
This Agreement contains all of the covenants, statements, representations and promises agreed to by
the parties. To the extent of any conflict, this Agreement supersedes the terms, conditions, and representations
set forth in the City's Request for Proposals, Consultant's Proposal and revised cost. No agent of either party
has authority to make, and the parties shall not be bound by, nor liable for, any covenant, statement,
representation or promise not set forth herein. The parties may amend this Agreement only by a written
amendment executed by both parties.
23. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to execute this
agreement on behalf of the respective party, and that such binding authority has been granted by proper order,
resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this
warranty and representation in entering into this Agreement.
IN WITNESS WHEREOF, this Agreement shall be effective on the date signed by the City Secretary
below.
CITY OF FORT WORTH
�GZ�GI I�GL�GIG�G�D�
Dana Burghdoff (M� 24, 202�
Dana Burghdoff
Assistant City Manager
FREESE AND NICHOLS, INC.
�
Mazen H. Kawasmi, PE
Vice President
Date: Mav 19, 2021
�FFICIAL REC�RD
CITY SECRETARY
FT. WORTH, TX
APPROVAL RECOMMENDED:
chrisfo�her f-IAr-der-
Chrlstopher Harder (May 24, 20211328 CDT)
Chris Harder, PE
Fort Worth Water Department Director
APPROVED AS TO FORM AND LEGALITY:
( �Z2Gd� /� ,LdiA��� %��c1fLd�
Christa R Lopez-Reynolds (May 24, 11 . DT)
Christa R. Lopez-Reynolds
Sr. Assistant City Attorney
ATTEST:
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Mary Kayser
City Secretary
Date:
NO M&C Required
WITNESS:
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By: tephanie Stephen on Sr. Contract Admin
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Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,
including ensuring all performance and reporting requirements.
Andy McCartney
Name of Employee
Manager
Title
OFFICIAL RECORD
CITY SECRETARY
FT. VNORTH, TX
EXHIBIT A
Scope of Work and Compensation Schedule
ARTICLE I
BASIC SERVICES: FNI shall render the following professional services in connection with the development of
the Project:
Scope Task Outline
PHASE A- RETAIL/WHOLESALE RATE TRAINING PHASEB- ON-CALL SERVICES
FNI will render the following professional services in connection with thc 2022 water and wastewater rate study.
Phase A— Retail/Wholesale Rate Training
A.1 Retail/Wholesale Rate Training: FNI will train Department staff on how to ensure that all costs incurred
to provide water and wastewater service are recovered from the proposed user rates and charges using the
Utility and Cash-Needs Basis, existing rate models and rate schedules, and data for the models as provided by
Department Staf£ FNI will train Department staff on how to establish an equitable rate structure, determine
the appropriate rate components and develop a methodology for allocating the revenue requirements to the
applicable rate components. Department staff will also be trained in rate design approaches. Training will
include a high-level summary of the following steps and will use the Department's current Wholesale and
Retail Rate Models to guide Department Staff:
A.1.1 Reviewing and identifying applicable operating costs contained in audited financial statements, as well
as in the current budget;
A.1.2 Identifying all current and anticipated non-operating and capital costs to be recovered through the rates
(including debt service and related reserves and coverage requirements, capital outlay, General Fund
transfers, renewal and replacement costs, etc.);
A.1.3 Making proforma budget adjustments as necessary to estimate the revenue requirements for the fiscal
year in which rates will be developed (the "Test Year");
A.1.4 Identifying other available sources of revenue used to offset revenue requirements;
A.1.5 Developing a cost-of-service analysis to fairly and equitably allocate costs to the various customer
classes;
A.1.6 Determining monthly charges based on allocated revenue requirements and billing determinants;
A.1.7 Preparation of a revenue analysis to ensure that the proposed rates, as applied to the estimated
customers and flows, will generate sufficient revenue to meet the proj ected revenue requirements; and
A.1.8 Evaluating the proposed rates to ensure that: (i) they comply with the goals and objectives set forth by
the Department and (ii) they are compatible with the needs of the surrounding community.
Deliverables:
• Cost-of-service Retail and Wholesale rate training course, provided over 40 hours
Phase B — On-Call Services
Page 9 of 11
B.l General Scope of Services: FNI will perfarm financial and rate consulting services on an as needed basis,
in accordance with generally accepted principles.
ARTICLE II
SPECIAL SERVICES: FNI shall render the following professional services, which are not included in the Basic
Services described above, in connection with the development of the Project: N/A
ARTICLE III
ADDITIONALSERVICES: Any services performed by FNI that are not included in the Basic Services or
Special Services described above are Additional Services. Additional Services to be performed by FNI, only if
authorized by Client in writing, may include items such as follows:
1. Preparing data and reports for assistance to City in preparation for hearings before regulatory agencies,
courts, arbitration panels or any meditator, giving testimony, personally or by deposition, and preparations
therefore before any regulatory agency, court, arbitration panel or mediator.
2. Assisting City in the defense or prosecution of litigation in connection with or in addition to those services
contemplated by this Agreement. Such services, if any, shall be furnished by FNI on a fee basis negotiated
by the respective parries outside of and in addition to this Agreement.
3. Review of staffing needs and utility efficiencies in both internal and external operations.
4. Assisting City in making presentations to Retail Rate Structure Committees or City Council in defense of
rates.
5. Assisting City in performing any special rate analysis or utility finance projects.
Page 10 of 11
COMPENSATION
Position
Professional 1
Professional2
Professional3
Professional4
Professional5
Professional6
Construction Manager 1
Construction Manager 2
Construction Manager 3
Construction Manager 4
CAD Technician/Designer 1
CAD Technician/Designer 2
CAD Technician/Designer 3
Corporate Project Support 1
Corporate Project Support 2
Corporate Project Support 3
Intern / Coop
Senior Advisor
Rates for In-House Services and
Mileage
Standard IRS Rates
Tech Charges
8.50 per hour
Hourly Rate
Min
82
103
126
157
191
202
91
112
172
211
74
107
137
53
75
108
44
175
Bulk PrintinE and Reproduction
B&W
Small Format (per copy) $0.10
Lasge Format (per sq. ft.)
Bond
Glossy / Mylar
Vinyl / Adhesive
Monnting (pec sq it)
Binding (pecbinding�
OTHER DIRECT EXPENSES:
$0.25
$0.75
$1.50
$2.00
$0.25
Max
153
162
234
251
360
410
181
195
230
297
151
163
214
129
180
274
110
175
Epuipment
Color Valve Crew Vehicle
$0.25 Pressure Data Logger (each)
Water Quality Meter
$0.75 Microscope (each)
$1.25 Pressure Recorder
$2.00 Ultrasonic Thickness Gauge
Coating Inspection Kit
Flnshing / Ofaotox (eaah)
Baakpaok Eleotrofisher (eaoh)
Survev Grade
Drone (per day) $200
GPS (per day) $150
Other direct expenses are reimbursed at actual cost times a multiplier of 1.15. They include outside printing and
reproduction expense, communication expense, travel, transportation and subsistence away from the FNI office.
For other miscellaneous expenses directly related to the work, including costs of laboratory analysis, test, and
other wark required to be done by independent persons other than staff inembers, these services will be billed
at cost times a multipler of 1.15. For Resident Representative services performed by non-FNI employees and
CAD services performed In-house by non-FNI employees where FNI provides workspace and equipment to
perform such services, these services will be billed at cost times a multiplier of 2.0. This markup approximates
the cost to FNI if an FNI employee was performing the same or similar services.
$75/hr
$100
$100/day
$150
$200/day
$275/day
$275/day
$500
$1,000
Standard
$100
$50
Page 11 of 11
Policy #42UUNOL5238
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COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage.
Read the entire policy carefully to determine rights,
duties and what is and is not covered.
Throughout this policy the words "you" and "your"
refer to the Named Insured shown in the
Declarations, and any other person or organization
qualifying as a Named Insured under this policy. The
words "we", "us" and "our" refer to the stock
insurance company member of The Hartford
providing this insurance.
The word "insured" means any person or
organization qualifying as such under Section II -
Who Is An Insured.
Other words and phrases that appear in quotation
marks have special meaning. Refer to Section V-
Definitions.
SECTION I - COVERAGES
COVERAGE A BODILY INJURY AND PROPERTY
DAMAGE LIABILITY
(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" authorized
by you to give or receive notice of an
"occurrence" or claim, knew that the
"bodily injury" or "property damage" had
occurred, in whole or in part. If such a
listed insured or authorized "employee"
knew, prior to the policy period, that the
"bodily injury" or "property damage"
occurred, then any continuation, change
or resumption of such "bodily injury" or
"property damage" during or after the
policy period will be deemed to have been
known prior to the policy period.
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" to which this insurance applies. We
will have the right and duty to defend the
insured against any "suit" seeking those
damages. However, we will have no duty to
defend the insured against any "suit" seeking
damages for "bodily injury" or "property
damage" to which this insurance does not
apply. We may, at our discretion, investigate
any "occurrence" and settle any claim or "suit"
that 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 to 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 "bodily injury" and
"property damage" only if:
c. "Bodily injury" or "property damage" will be
deemed to have been known to have
occurred at the earliest time when any
insured listed under Paragraph 1. of Section II
- Who Is An Insured or any "employee"
authorized by you to give or receive notice of
an "occurrence" or claim:
(1) Reports all, or any part, of the "bodily
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 that
"bodily injury" or "property damage" has
occurred or has begun to occur.
d. Damages because of "bodily injury" include
damages claimed by any person or
organization for care, loss of services or
death resulting at any time from the "bodily
injury".
e. Incidental Medical Malpractice And Good
Samaritan Coverage
"Bodily 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 to be caused by an
"occurrence" for:
HG 00 01 09 16 Page 1 of 21
O 2016 The Hartford
(Includes copyrighted material of Insurance Services Office, Inc. with its permission.)
Policy #42UUNOL5238
(1) Professional health care services such as:
(a) Medical, surgical, dental, laboratory, x-
ray or nursing services or treatment,
advice or instruction, or the related
furnishing of food or beverages;
(b) Any health 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) First aid services, which include:
(a) Cardiopulmonary resuscitation,
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 to
"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 to pay damages by
reason of the assumption of liability in a
contract or agreement. This exclusion does
not apply to liability for damages:
(1) That the insured would have in the
absence of the contract or agreement; or
(2) Assumed in a contract or agreement that
is an "insured contracY', provided the
"bodily injury" or "property damage"
occurs subsequent to the execution of the
contract or agreement. Solely for the
purposes of liability assumed in an
"insured contract", reasonable attorney
fees and necessary litigation expenses
incurred by or for a party other than an
insured are deemed to be damages
because of "bodily injury" or "property
damage", provided:
(a) Liability to such party for, or for the
cost of, that party's defense has also
been assumed in the same "insured
contract"; and
(b) Such attorney fees and litigation
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 "property damage" for which
any insured may be held liable by reason of:
(1) Causing or contributing to the intoxication
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 regulation
relating to the sale, gift, distribution or use
of alcoholic beverages.
This exclusion applies even if the claims
against any insured allege negligence or
other wrongdoing in:
(a) The supervision, hiring, employment,
training or monitoring of others by that
insured; or
(b) Providing or failing to provide
transportation with respect to any
person that may be under the influence
of alcohol;
if the "occurrence" which caused the "bodily
injury" or "property damage", involved that
which is described in Paragraph (1), (2) or (3)
above.
However, this exclusion applies only if you
are in the business of manufacturing,
distributing, selling, serving or furnishing
alcoholic beverages. For the purposes of this
exclusion, permitting 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 activity, is not 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 benefits or
unemployment compensation law 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
Policy #42UUNOL5238
(a) Employment 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 y be liable as an
employer or in any other capacity; and
(2) To any obligation to share damages with
or repay someone else who must pay
damages because of the injury.
This exclusion does not apply to liability
assumed by the insured under an "insured
contract".
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 time
owned or occupied by, or rented or
loaned to, any insured. However, this
subparagraph does not apply to:
(i) "Bodily injury" if sustained within a
building and caused by smoke,
fumes, vapor or soot produced by
or originating from equipment that
is used to heat, cool or dehumidify
the building, or equipment that is
used to 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, site or
location has been added to your
policy as an additional insured with
respect to your ongoing operations
performed for that additional
insured at that premises, site or
location and such premises, site or
location is not and never was
owned or occupied by, or rented or
loaned to, any insured, other than
that additional insured; or
(iii) "Bodily injury" or "property damage"
arising out of heat, smoke or fumes
from a "hostile fire";
(b) At or from any premises, site or
location which is or was at any time
used by or for any insured or others for
the handling, storage, disposal,
processing or treatment of waste;
(c) Which are or were at any time
transported, handled, stored, treated,
disposed of, or processed as waste by
or for:
(i) Any insured; or
(ii) Any person or organization 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 indirectly on any insured's
behalf are performing operations if the
"pollutants" are brought on or to the
premises, site or location in connection
with such operations by such insured,
contractor or subcontractor. However,
this subparagraph does not apply to:
(i) "Bodily injury" or "property damage"
arising out of the escape of fuels,
lubricants or other operating fluids
which are needed to perform the
normal electrical, hydraulic or
mechanical functions necessary for
the operation of "mobile equipment"
or its parts, if such fuels, lubricants
or other operating 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 out 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 to the premises,
site or location with the intent that
they be discharged, dispersed or
released as part of the operations
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 that building in
connection with operations being
performed by you or on your behalf
by a contractor or subcontractor; or
(iii) "Bodily injury" or "property damage"
arising out of heat, smoke or fumes
from a "hostile fire"; or
(e) At or from any premises, site or
location on which any insured or any
contractors or subcontractors working
directly or indirectly on any insured's
behalf are performing operations if the
HG 00 01 0916 Page 3 of 21
Policy #42UUNOL5238
operations are to test for, monitor,
clean up, remove, contain, treat,
detoxify or neutralize, or in any way
respond to, 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 that any
insured or others test for, monitor,
clean up, remove, contain, treat,
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 authority for damages
because of testing for, monitoring,
cleaning up, removing, containing,
treating, detoxifying or neutralizing, or
in any way responding to, or assessing
the effects of, "pollutants".
However, this paragraph does not apply to
liability 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 claim or "suit" by or
on behalf of a governmental authority.
g. Aircraft, Auto Or Watercraft
"Bodily injury" or "property damage" arising
out of the ownership, maintenance, use or
entrustment to others of any aircraft, "auto" or
watercraft owned or operated by or rented or
loaned to any insured. Use includes operation
and "loading or unloading".
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" involved the ownership,
maintenance, use or entrustment to others of
any aircraft, "auto" or watercraft that is owned
or operated by or rented or loaned to any
insured.
This exclusion does not apply to:
(1) A watercraft while ashore on premises you
own or rent;
(2) A watercraft you do not own that is:
(a) Less than 51 feet long; and
(b) Not being used to carry persons for a
charge;
(3) Parking an "auto" on, or on the ways next
to, premises you own or rent, provided the
"auto" is not owned by or rented or loaned
to you or the insured;
(4) Liability assumed under any "insured
contracY' for the ownership, maintenance
or use of aircraft or watercraft;
(5) "Bodily injury" or "property damage"
arising out of:
(a) The operation of machinery or
equipment that is attached to, or part
of, a land vehicle that would qualify
under the definition of "mobile
equipmenY' if it were not subject to a
compulsory or financial responsibility
law or other motor vehicle insurance
law where it is licensed or principally
garaged; or
(b) The operation of any of the machinery
or equipment listed in Paragraph f.(2)
or f.(3) of the definition 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 exception
does not apply if the insured has any other
insurance for such "bodily injury" or
"property damage", whether the other
insurance is primary, excess, contingent
or on any other basis.
Mobile Equipment
"Bodily injury" or "property damage" arising
out of:
(1) The transportation of "mobile equipment"
by an "auto" owned or operated by or
rented or loaned to any insured; or
(2) The use of "mobile equipmenY' in, or while
in practice for, or while being prepared for,
any prearranged racing, speed,
demolition, or stunting activity.
i. War
"Bodily injury" or "property damage", however
caused, arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any
government, sovereign or other authority
using military personnel or other agents;
or
(3) Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against
any of these.
j. Damage To Property
"Property damage" to:
(1) Property you own, rent, or occupy,
including any costs or expenses incurred
by you, or any other person, organization
or entity, for repair, replacement,
Page 4 of 21 HG 00 01 09 16
Policy #42UUNOL5238
enhancement, restoration or maintenance
of such property for any reason, including
prevention 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
subcontractors
working directly or indirectly on your behalf
are performing operations, if the "property
damage" arises out of those operations; or
(6) That particular part of any property that
must be restored, repaired or replaced
because "your work" was incorrectly
performed on it.
Paragraphs (1), (3) and (4) of this exclusion
do not apply to "property damage" (other than
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 Rented 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
not apply to "property damage" arising from
the use of elevators.
Paragraphs (3), (4), (5) and (6) of this
exclusion do not apply to liability assumed
under a sidetrack agreement.
Paragraphs (3) and (4) of this exclusion do
not apply to "property 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" to "your producY' arising
out of it or any part of it.
Damage To Your Work
"Property damage" to "your work" arising out
of it or any part of it and included in the
"products-completed operations hazard".
This exclusion does not apply if the damaged
work or the work out of which the damage
arises was performed on your behalf by a
subcontractor.
m. Damage To Impaired Property Or Property
Not Physically Injured
"Property damage" to "impaired property" or
property that has not been physically injured,
arising out 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 to perform a contract or
agreement in accordance with its terms.
This exclusion does not apply to the loss of
use of other property arising out of sudden
and accidental physical injury to "your
producY' or "your work" after it 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, inspection, repair,
replacement, adjustment, removal or disposal
of:
(1) "Your producY';
(2) "Your work"; or
(3) "Impaired property";
if such product, work, or property is withdrawn
or recalled from the market or from use by
any person or organization because of a
known or suspected defect, deficiency,
inadequacy or dangerous condition in it.
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 out of:
(1) Any access to or disclosure of any
person's or organization's confidential or
personal information, including patents,
trade secrets, processing methods,
customer lists, financial information, credit
card information, health information or any
other type of nonpublic information; or
(2) The loss of, loss of use of, damage to,
corruption of, inability to access, or
inability to manipulate electronic data.
This exclusion applies even if damages are
claimed for notification costs, credit
monitoring expenses, forensic expenses,
public relations expenses or any other loss,
cost or expense incurred by you or others
arising out of that which is described in
Paragraph (1) or (2) above.
HG 00 01 09 16 Page 5 of 21
Policy #42UUNOL5238
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 with 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 that person at whom any
"employment-related practices" are
directed.
This exclusion applies:
(1) Whether the injury-causing event
described in the definition 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 with
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 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 claim or suit for
damages because of testing for,
monitoring, 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 action or
omission that violates or is alleged to violate:
(1) The Telephone Consumer Protection Act
(TCPA), including any amendment of or
addition to such law;
(2) The CAN-SPAM Act of 2003, including
any amendment of or addition to such law;
(3) The Fair Credit Reporting Act (FCRA), and
any amendment of or addition to such law,
including the Fair and Accurate Credit
Transaction Act (FACTA); or
(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, that
addresses, prohibits or limits the printing,
dissemination, disposal, collecting,
recording, sending, transmitting,
communicating or distribution of material
or information.
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 fire, lightning or explosion to
premises while rented to you or temporarily
occupied by you with permission of the owner. A
separate limit of insurance applies to this
coverage as described in Section III - Limits Of
Insurance.
COVERAGE B 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 right and duty to defend the insured
against any "suit" seeking those damages.
However, we will have no duty to defend the
insured against any "suit" seeking damages
for "personal and advertising injury" to which
this insurance does not apply. We may, at our
discretion, investigate any offense and settle
any claim or "suiY' that 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 to defend end when we
have used up the applicable limit of
insurance in the payment of judgments or
Page 6 of 21 HG 00 01 09 16
Policy #42UUNOL5238
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 "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 apply to:
a. Knowing Violation Of Rights Of Another
"Personal and advertising injury" arising out of
an offense committed by, at the direction or
with the consent or acquiescence of the
insured with the expectation of inflicting
"personal and advertising injury".
b. Material Published With Knowledge Of
Falsity
"Personal and advertising injury" arising out of
oral, written or electronic publication, in any
manner, of material, if done by or at the
direction 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 material whose first publication
took place before the beginning of the policy
period.
d. Criminal Acts
"Personal and advertising injury" arising out 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 contract or
agreement. This exclusion does not apply to
liability for damages that the insured would
have in the absence of the contract 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
"advertisement".
g. Quality Or Performance Of Goods - Failure
To Conform To Statements
"Personal and advertising injury" arising out of
the failure of goods, products or services to
conform with any statement of quality or
performance made in your "advertisemenY'.
h. Wrong Description Of Prices
"Personal and advertising injury" arising out of
the wrong description of the price of goods,
products or services.
i. Infringement Of Intellectual Property
Rights
(1) "Personal and advertising injury" arising
out of any actual or alleged infringement
or violation of any intellectual property
rights such as copyright, patent,
trademark, trade name, trade secret, trade
dress, service mark or other designation
of origin or authenticity; 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 allegation 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 otherwise apply.
However, this exclusion does not apply if the
only allegation in the claim or "suiY' involving
any intellectual property right is limited to:
(1) Infringement, in your "advertisemenY', of:
(a) Copyright;
(b) Slogan; or
(c) Title of any literary or artistic work; or
(2) Copying, in your "advertisemenY', a
person's or organization's "advertising
idea" or style of "advertisemenY'.
j. Insureds In Media And Internet Type
Businesses
"Personal and advertising injury" committed
by an insured whose business is:
(1) Advertising, broadcasting, publishing or
telecasting;
(2) Designing or determining content of web
sites for others; or
(3) An Internet search, access, content or
service provider.
However, this exclusion does not apply to
Paragraphs a., b. and c. of the definition of
"personal and advertising injury" under the
Definitions Section.
For the purposes of this exclusion, the placing
of frames, borders or links, or advertising, for
you or others anywhere on the Internet, is not
by itself, considered the business of
advertising, broadcasting, publishing or
telecasting.
k. Electronic Chatrooms Or Bulletin Boards
"Personal and advertising injury" arising out of
an electronic chatroom or bulletin board the
HG 00 01 09 16 Page 7 of 21
Policy #42UUNOL5238
insured hosts, owns, or over which the
insured exercises control.
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, migration, release or
escape of "pollutants" at any time.
n. Pollution-Related
Any loss, cost or expense arising out of any:
(1) Request, demand, order or statutory or
regulatory requirement that any insured or
others test for, monitor, clean up, remove,
contain, treat, detoxify or neutralize, or in
any way respond to, or assess the effects
of, "pollutants"; or
(2) Claim or suit by or on behalf of a
governmental authority for damages
because of testing for, monitoring,
cleaning up, removing, containing,
treating, detoxifying or neutralizing, or in
any way responding to, or assessing the
effects of, "pollutants".
o. War
"Personal and advertising injury", however
caused, arising, directly or indirectly, out of:
(1) War, including undeclared or civil war;
(2) Warlike action by a military force, including
action in hindering or defending against an
actual or expected attack, by any
government, sovereign or other authority
using military personnel or other agents;
or
(3) Insurrection, rebellion, revolution, usurped
power, or action taken by governmental
authority in hindering or defending against
any of these.
p. Internet Advertisements And Content Of
Others
"Personal and advertising injury" arising out
of:
(1) An "advertisemenY' for others on your web
site;
(2) Placing a link to a web site of others on
your web site;
(3) Content, including information, sounds,
text, graphics, or images from a web site
of others displayed within a frame or
border on your web site; or
(4) Computer code, software or programming
used to enable:
(a) Your web site; or
(b) The presentation or functionality of an
"advertisemenY' or other content on
your web site.
q. Right Of Privacy Created By Statute
"Personal and advertising injury" arising out of
the violation of a person's right of privacy
created by any state or federal act.
However, this exclusion does not apply to
liability for damages that the insured would
have in the absence of such state or federal
act.
r. Violation Of Anti-Trust law
"Personal and advertising injury" arising out of
a violation of any anti-trust law.
s. Securities
"Personal and advertising injury" arising out of
the fluctuation in price or value of any stocks,
bonds or other securities.
t. Recording And Distribution Of Material Or
Information In Violation Of Law
"Personal and advertising injury" arising
directly or indirectly out of any action or
omission that violates or is alleged to violate:
(1) The Telephone Consumer Protection Act
(TCPA), including any amendment of or
addition to such law;
(2) The CAN-SPAM Act of 2003, including
any amendment of or addition to such law;
(3) The Fair Credit Reporting Act (FCRA), and
any amendment of or addition to such law,
including the Fair and Accurate Credit
Transaction Act (FACTA); or
(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, that
addresses, prohibits or limits the printing,
dissemination, disposal, collecting,
recording, sending, transmitting,
communicating or distribution of material
or information.
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 that
person at whom any "employment-related
practices" are directed.
Page 8 of 21 HG 00 01 09 16
Policy #42UUNOL5238
This exclusion applies:
(1) Whether the injury-causing event
described in the definition 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 with
or repay someone else who must pay
damages because of the injury.
v. Asbestos
(1) "Personal and advertising injury" 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 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 claim or suit for
damages because of testing for,
monitoring, cleaning up, removing,
encapsulating, containing, treating,
detoxifying or neutralizing or in any
way responding to or assessing the
effects of an "asbestos hazard".
w. Access Or Disclosure Of Confidential Or
Personal Information
"Personal and advertising injury" arising out of
any access to or disclosure of any person's or
organization's confidential or personal
information, including patents, trade secrets,
processing methods, customer lists, financial
information, credit card information, health
information or any other type of nonpublic
information.
This exclusion applies even if damages are
claimed for notification costs, credit
monitoring expenses, forensic expenses,
public relations expenses or any other loss,
cost or expense incurred by you or others
arising out of any access to or disclosure of
any person's or organization's confidential 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 rent;
(2) On ways next to premises you own or
rent; or
(3) Because of your operations;
provided that:
(1) The accident takes place in the "coverage
territory" and during the policy period;
(2) The expenses are incurred and reported
to us within three years of the date of the
accident; and
(3) The injured person submits to
examination, 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 will pay
reasonable expenses for:
(1) First 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, except "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 that part of premises
you own or rent that 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'
compensation or disability benefits law or a
similar law.
e. Athletics Activities
To a person injured while practicing,
instructing or participating in any physical
exercises or games, sports, or athletic
contests.
HG 00 01 09 16 Page 9 of 21
Policy #42UUNOL5238
f. Products-Completed Operations Hazard
Included within the "products-completed
operations hazard".
g. Coverage A Exclusions
Excluded under Coverage A.
SUPPLEMENTARY PAYMENTS - COVERAGES
A AND B
1. We will pay, with respect to any claim we
investigate or settle, or any "suit" against an
insured we defend:
a. All expenses we incur.
b. Up to $1,000 for cost of bail bonds required
because of accidents or traffic law violations
arising out of the use of any vehicle to which
the Bodily Injury Liability Coverage applies.
We do not have to furnish these bonds.
c. The cost of appeal bonds or bonds to release
attachments, but only for bond amounts
within the applicable limit of insurance. We do
not have to furnish these bonds.
d. All reasonable expenses incurred by the
insured at our request to assist us in the
investigation or defense of the claim or "suit",
including actual loss of earnings up to $500 a
day because of time off from work.
e. All court costs 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 against 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 that period of time after the
offer.
g. All interest on the full amount of any judgment
that accrues after entry of the judgment and
before we have paid, offered to pay, or
deposited in court the part 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 to the "suit", we will defend that indemnitee
if all of the following conditions are met:
a. The "suiY' against the indemnitee seeks
damages for which the insured has assumed
the liability of the indemnitee in a contract or
agreement that is an "insured contract";
b. This insurance applies to such liability
assumed by the insured;
c. The obligation to defend, or the cost of the
defense of, that 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 to 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 to defend
the insured and the indemnitee; and
f. The indemnitee:
(1) Agrees in writing to:
(a) Cooperate with us in the investigation,
settlement or defense of the "suiY';
(b) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
"suit";
(c) Notify any other insurer whose
coverage is available to the
indemnitee; and
(d) Cooperate with us with respect to
coordinating other applicable
insurance available to the indemnitee;
and
(2) Provides us with written authorization to:
(a) Obtain records and other information
related to the "suit"; and
(b) Conduct and control the defense of the
indemnitee in such "suiY'.
So long as the above conditions are met,
attorneys' fees incurred by us in the defense of
that indemnitee, necessary litigation expenses
incurred by us and necessary litigation expenses
incurred by the indemnitee at our request will be
paid as Supplementary Payments.
Notwithstanding the provisions of Paragraph
2.b.(2) of Section I- Coverage A- Bodily Injury
And Property Damage Liability, such payments
will not be deemed to be damages for "bodily
injury" and "property damage" and will not reduce
the limits of insurance.
Our obligation to defend an insured's indemnitee
and to pay for attorneys' fees and necessary
litigation 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 terms of
the agreement described in Paragraph f.
above, are no longer met.
Page 10 of 21 HG 00 01 09 16
Policy #42UUNOL5238
SECTION II - WHO IS AN INSURED
1. If you are designated in the Declarations as:
a. An individual, you and your spouse are
insureds, but only with respect to the conduct
of a business of which you are the sole
owner.
b. A partnership or joint venture, you are an
insured. Your members, your partners, and
their spouses are also insureds, but only with
respect to the conduct of your business.
c. A limited liability company, you are an
insured. Your members are also insureds, but
only with respect to the conduct of your
business. Your managers are insureds, but
only with respect to their duties as your
managers.
d. An organization other than a partnership, joint
venture or limited liability company, you are
an insured. Your "executive officers" and
directors are insureds, but only with respect to
their duties as your officers or directors. Your
stockholders are also insureds, but only with
respect to their liability as stockholders.
e. A trust, you are an insured. Your trustees are
also insureds, but only with respect to their
duties as trustees.
2. Each of the following is also an insured:
a. Employees And Volunteer Workers
Your "volunteer workers" only while
performing duties related to the conduct of
your business, or your "employees", other
than either your "executive officers" (if you are
an organization other than a partnership, joint
venture or limited liability company) or your
managers (if you are a limited liability
company), but only for acts within the scope
of their employment by you or while
performing duties related to the conduct of
your business.
However, none of these "employees" or
"volunteer workers" are insureds for:
(1) "Bodily injury" or "personal and advertising
injury":
(a) To you, to your partners or members (if
you are a partnership or joint venture),
to your members (if you are a limited
liability company), to a co-"employee"
while in the course of his or her
employment or performing duties
related to the conduct of your
business, or to your other "volunteer
workers" while performing duties
related to the conduct of your
business;
(b) To the spouse, child, parent, brother or
sister of that co-"employee" or that
"volunteer worker" as a consequence
of Paragraph (1)(a) above;
(c) For which there is any obligation to
share damages with or repay someone
else who must pay damages because
of the injury described in 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 health care services:
(a) Subparagraphs (1)(a), (1)(b) and (1)(c)
above do not apply to any "employee"
or "volunteer worker" providing first aid
services; and
(b) Subparagraph (1)(d) above does not
apply to any nurse, emergency medical
technician or paramedic employed by
you to provide such services.
(2) "Property damage" to property:
(a) Owned, occupied or used by,
(b) Rented to, in the care, custody or
control of, or over which physical
control is being exercised for any
purpose by
you, any of your "employees", "volunteer
workers", 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 than your "employee" or
"volunteer worker"), or any organization while
acting as your real estate manager.
c. Temporary Custodians Of Your Property
Any person or organization having proper
temporary custody of your property if you die,
but only:
(1) With respect to liability arising out of the
maintenance or use of that property; and
(2) Until your legal representative has been
appointed.
d. Legal Representative If You Die
Your legal representative if you die, but only
with respect to duties as such. That
representative will have all your rights and
duties under this Coverage Part.
e. Unnamed Subsidiary
Any subsidiary, and subsidiary thereof, of
yours which is a legally incorporated entity of
which you own a financial interest of more
than 50% of the voting stock on the effective
date of the Coverage Part.
HG 00 01 09 16 Page 11 of 21
Policy #42UUNOL5238
The insurance afforded herein for any
subsidiary not named in this Coverage Part
as a named insured does not apply to injury
or damage with respect to which such insured
is also a named insured under another policy
or would be a named insured under such
policy but for its termination or the exhaustion
of its limits of insurance.
3. Newly Acquired Or Formed Organization
Any organization you newly acquire or form,
other than a partnership, joint 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
until the 180th day after you acquire or form
the organization or the end of the policy
period, whichever is earlier;
b. Coverage A does not apply to "bodily injury"
or "property damage" that occurred before
you acquired or formed the organization; and
c. Coverage B does not apply to "personal and
advertising injury" arising out of an offense
committed before you acquired or formed the
organization.
4. Nonowned Watercraft
With respect to watercraft you do not own that is
less than 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 other person or organization
responsible for the conduct of such person is
also an insured, but only with respect to liability
arising out of the operation of the watercraft, and
only if no other insurance of any kind is available
to that person or organization for this liability.
However, no person or organization is an insured
with respect to:
a. "Bodily injury" to a co-"employee" of the
person operating the watercraft; or
b. "Property damage" to property owned by,
rented to, in the charge of or occupied by you
or the employer of any person who is an
insured under this provision.
5. Additional Insureds When Required By
Written Contract, Written Agreement Or
Permit
The following person(s) or organization(s) are an
additional insured when you have agreed, in a
written contract, written agreement or because of
a permit issued by a state or political subdivision,
that such person or organization be added as an
additional insured on your policy, provided the
injury or damage occurs subsequent to the
execution 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 contract 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
endorsement issued by us and made a part of
this Coverage Part.
a. Vendors
Any person(s) or organization(s) (referred to
below as vendor), but only with respect to
"bodily injury" or "property damage" arising
out of "your products" which are distributed or
sold in the regular course of the vendor's
business 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
subject to the following additional
exclusions:
This insurance does not apply to:
(a) "Bodily injury" or "property damage" for
which the vendor is obligated to pay
damages by reason of the assumption
of liability in a contract or agreement.
This exclusion does not apply to
liability for damages that the vendor
would have in the absence of the
contract or agreement;
(b) Any express warranty unauthorized by
you;
(c) Any physical or chemical change in the
product made intentionally by the
vendor;
(d) Repackaging, except when unpacked
solely for the purpose of inspection,
demonstration, testing, or the
substitution of parts under instructions
from the manufacturer, and then
repackaged in the original container;
(e) Any failure to make such inspections,
adjustments, tests or servicing as the
vendor has agreed to make or normally
undertakes to make in the usual
course of business, in connection with
the distribution or sale of the products;
(f) Demonstration, installation, servicing
or repair operations, except such
operations performed at 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
Policy #42UUNOL5238
(h) "Bodily 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
acting on its behalf. However, this
exclusion does not apply to:
(i) The exceptions contained in Sub-
paragraphs (d) or (f); or
(ii) 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
products.
(2) This insurance does not 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 organization(s) from
whom you lease equipment; but only with
respect to their liability for "bodily injury",
"property damage" or "personal and
advertising injury" caused, in whole or in
part, by your maintenance, operation or
use of equipment leased to you by such
person(s) or organization(s).
(2) With respect to the insurance afforded to
these additional insureds this insurance
does not apply to any "occurrence" which
takes place after the equipment lease
expires.
c. Lessors Of Land Or Premises
Any person or organization from whom you
lease land or premises, but only with respect
to liability arising out of the ownership,
maintenance or use of that part of the land or
premises leased to you.
With respect to the insurance afforded these
additional insureds the following additional
exclusions apply:
This insurance does not apply to:
1. Any "occurrence" which takes place after
you cease to lease that land; or
2. Structural alterations, new construction or
demolition operations performed by or on
behalf of such person or organization.
d. Architects, Engineers Or Surveyors
Any architect, engineer, or surveyor, but only
with respect to liability for "bodily injury",
"property damage" or "personal and
advertising injury" caused, in whole or in part,
by your acts or omissions or the acts or
omissions of those acting on your behalf:
(1) In connection with your premises; or
(2) In the performance of your ongoing
operations performed by you or on your
behalf.
With respect to the insurance afforded these
additional insureds, the following additional
exclusion applies:
This insurance does not apply to "bodily
injury", "property damage" or "personal and
advertising injury" arising out of the rendering
of or the failure to render any professional
services by or for you, including:
1. The preparing, approving, or failing to
prepare or approve, maps, shop drawings,
opinions, reports, surveys, field orders,
change orders or drawings and
specifications; or
2. Supervisory, inspection, architectural or
engineering activities.
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 to render any
professional services by or for you.
e. Permits Issued By State Or Political
Subdivisions
Any state or political subdivision, but only with
respect to operations performed by you or on
your behalf for which the state or political
subdivision has issued a ermit.
With respect to the insurance afforded these
additional insureds, this insurance does not
apply to:
(1) "Bodily injury", "property damage" or
"personal and advertising injury" arising
out of operations performed for the state
or municipality; or
(2) "Bodily injury" or "property damage"
included within the "products-completed
operations hazard".
Any Other Party
Any other person or organization who is not
an additional insured under Paragraphs a.
through e. above, but only with respect to
liability for "bodily injury", "property damage"
or "personal and advertising injury" caused, in
whole or in part, by your acts or omissions or
the acts or omissions of those acting on your
behalf:
(1) In the performance of your ongoing
operations;
HG 00 01 09 16 Page 13 of 21
Policy #42UUNOL5238
(2) In connection with your premises owned
by or rented to you; or
(3) In connection with "your work" and
included within the "products-completed
operations hazard", but only if
(a) The written contract or agreement
requires you to 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 extent
permitted by law; and
(2) If coverage provided to the additional
insured is required by a contract or
agreement, the insurance afforded to such
additional insured will not be broader than
that which you are required by the contract
or agreement to provide for such
additional insured.
With respect to the insurance afforded to
these additional insureds, this insurance does
not apply to:
"Bodily injury", "property damage" or
"personal and advertising injury" arising out of
the rendering of, or the failure to render, any
professional architectural, engineering or
surveying services, including:
(1) The preparing, approving, or failing to
prepare or approve, maps, shop drawings,
opinions, reports, surveys, field orders,
change orders or drawings and
specifications; or
(2) Supervisory, inspection, architectural or
engineering activities.
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 to render any
professional services by or for you.
The limits of insurance that apply to additional
insureds is described in Section III - Limits Of
Insurance.
How this insurance applies when other insurance
is available to the additional insured is described
in the Other Insurance Condition in Section IV -
Commercial General Liability Conditions.
No person or organization is an insured with respect
to the conduct of any current or past partnership,
joint venture or limited liability company that is not
shown as a Named Insured in the Declarations.
SECTION III - LIMITS OF INSURANCE
1. The Most We Will Pay
The Limits of Insurance shown in the
Declarations and the rules below fix the most we
will pay regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits".
2. General Aggregate Limit
The General Aggregate Limit is the most we will
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 operations hazard"; and
c. Damages under Coverage B.
3. Products-Completed Operations Aggregate
Limit
The Products-Completed erations 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 operations hazard".
4. Personal And Advertising Injury Limit
Subject to 2. above, the Personal and
Advertising Injury Limit is the most we will pay
under Coverage B for the sum of all damages
because of all "personal and advertising injury"
sustained by any one person or organization.
5. Each Occurrence Limit
Subject to 2. or 3. above, whichever applies, the
Each Occurrence Limit 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
Rented To You Limit is the most we will pay
under Coverage A for damages because of
"property damage" to any one premises, while
rented to you, or in the case of damage by fire,
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
Policy #42UUNOL5238
In the case of damage by fire, lightning or
explosion, the Damage to Premises Rented To
You Limit applies to all damage proximately
caused by the same event, whether such
damage results from fire, lightning or explosion
or any combination of these.
7. Medical Expense Limit
Subject to 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 that 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 of:
a. The limits of insurance specified in the written
contract or written agreement; or
b. The Limits of Insurance shown in the
Declarations.
Such amount shall be a part of and not in
addition to Limits of Insurance shown in the
Declarations and described in this Section.
The Limits of Insurance of this Coverage Part apply
separately to each consecutive annual period and to
any remaining period of less than 12 months,
starting with the beginning of the policy period
shown in the Declarations, unless the policy period
is extended after issuance for an additional period of
less than 12 months. In that case, the additional
period will be deemed part of the last preceding
period for purposes of determining the Limits of
Insurance.
SECTION IV - COMMERCIAL GENERAL
LIABILITY CONDITIONS
1. Bankruptcy
Bankruptcy or insolvency of the insured or of the
insured's estate will not relieve us of our
obligations under this 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 notified 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 took place;
(2) The names and addresses of any injured
persons and witnesses; and
(3) The nature and location of any injury or
damage arising out of the "occurrence" or
offense.
b. Notice Of Claim
If a claim is made or "suiY' is brought against
any insured, you or any additional insured
must:
(1) Immediately record the specifics of the
claim or "suit" and the date received; and
(2) Notify us as soon as practicable.
You or any additional insured must see to 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 must:
(1) Immediately send us copies of any
demands, notices, summonses or legal
papers received in connection with the
claim or "suit";
(2) Authorize us to obtain records and other
information;
(3) Cooperate with us in the investigation or
settlement of the claim or defense against
the "suit"; and
(4) Assist us, upon our request, in the
enforcement of any right against any person
or organization which may be liable to the
insured because of injury or damage to
which this insurance may also apply.
d. Obligations At The Insureds Own Cost
No insured will, except at that insured's own
cost, voluntarily make a payment, assume
any obligation, or incur any expense, other
than for first aid, without our consent.
e. Additional Insureds Other Insurance
If we cover a claim or "suiY' under this
Coverage Part that 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
contract or written agreement 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 to you or to any
additional insured only when such
"occurrence", offense, claim or "suiY' is known
to:
(1) You or any additional insured that is an
individual;
(2) Any partner, if you or the additional
insured is a partnership;
HG 00 01 0916 Page 15 of 21
Policy #42UUNOL5238
(3) Any manager, if you or the additional
insured is a limited liability company;
(4) Any "executive officer" or insurance
manager, if you or the additional insured is
a corporation;
(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 entity.
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"suiY' asking for damages from an
insured; or
b. To sue us on this Coverage Part unless all of
its terms have been fully complied with.
A person or organization may sue us to recover
on an agreed settlement or on a final judgment
against an insured; but we will not be liable for
damages that are not payable under the terms of
this Coverage Part or that are in excess of the
applicable limit of insurance. An agreed
settlement means a settlement and release of
liability signed by us, the insured and the
claimant or the claimanYs legal representative.
4. Other Insurance
If other valid and collectible insurance is
available to the insured for a loss we cover under
Coverages A or B of this Coverage Part, our
obligations are limited as follows:
a. Primary Insurance
This insurance is primary except when b.
below applies. If other insurance is also
primary, we will share with all that other
insurance by the method described in c.
below.
b. Excess Insurance
This insurance is excess over any of the other
insurance, whether primary, excess,
contingent or on any other basis:
(1) Your Work
That 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 of the owner;
(3) Tenant Liability
That is insurance purchased by you to
cover your liability as a tenant for
"property damage" to premises rented to
you or temporarily occupied by you with
permission of the owner;
(4) Aircraft, Auto Or Watercraft
If the loss arises out of the maintenance or
use of aircraft, "autos" or watercraft to 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 not 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 other insurance available to you
covering liability for damages arising out
of the premises or operations, or products
and completed operations, for which you
have been added as an additional insured
by that insurance; or
(7) When You Add Others As An
Additional Insured To This Insurance
Any other insurance available to an
additional insured.
However, the following provisions apply to
other insurance available to any person or
organization who is an additional insured
under this coverage part.
(a) Primary Insurance When Required
By Contract
This insurance is primary if you have
agreed in a written contract or written
agreement that this insurance be
primary. If other insurance is also
primary, we will share with all that
other 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 written
contract, written agreement, or permit
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 that other insurance.
Page 16 of 21 HG 00 01 09 16
Policy #42UUNOL5238
Paragraphs (a) and (b) do not apply to
other insurance to which the additional
insured has been added as an additional
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 duty to defend the insured
against that "suiY'. If no other insurer defends,
we will undertake to do so, but we will be
entitled to the insured's rights against all
those other insurers.
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 total of all deductible and self-insured
amounts under all that other insurance.
We will share the remaining loss, if any, with
any other insurance that 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 Declarations
of this Coverage Part.
c. Method Of Sharing
If all of the other insurance permits
contribution by equal shares, we will follow
this method also. Under this approach each
insurer contributes equal amounts until it has
paid its applicable limit of insurance or none
of the loss remains, whichever comes first.
If any of the other insurance does not permit
contribution by equal shares, we will
contribute by limits. Under this method, each
insurer's share is based on the ratio of its
applicable limit of insurance to the total
applicable limits 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 audit period we will
compute the earned premium for that period
and send notice to the first Named Insured.
The due date for audit and retrospective
premiums is the date shown as the due date
on the bill. If the sum of the advance and
audit premiums paid for the policy period is
greater than the earned premium, we will
return the excess to the first Named Insured.
c. The first Named Insured must keep records of
the information we need for premium
computation, and send us copies at such
times as we may request.
6. Representations
a. When You Accept This Policy
By accepting this policy, you agree:
(1) The statements in the Declarations are
accurate and complete;
(2) Those statements are based upon
representations you made to us; and
(3) We have issued this policy in reliance
upon your representations.
b. Unintentional Failure To Disclose Hazards
If unintentionally you should fail to disclose all
hazards relating to the conduct of your
business that 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
Except with respect to the Limits of Insurance,
and any rights or duties specifically assigned in
this Coverage Part to the first Named Insured,
this insurance applies:
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.
8. Transfer Of Rights Of Recovery Against
Others To Us
a. Transfer Of Rights Of Recovery
If the insured has rights to recover all or part
of any payment, including Supplementary
Payments, we have made under this
Coverage Part, those rights are transferred to
us. The insured must do nothing after loss to
impair them. At our request, the insured will
bring "suit" or transfer those rights to us and
help us enforce them.
b. Waiver Of Rights Of Recovery (Waiver Of
Subrogation)
If the insured has waived any rights of
recovery against any person or organization
for all or part of any payment, including
Supplementary Payments, we have made
under this Coverage Part, we also waive that
right, provided the insured waived their rights
of recovery against such person or
organization in a contract, agreement or
permit that was executed prior to the injury or
damage.
9. When We Do Not Renew
If we decide not to 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
Policy #42UUNOL5238
5.
6
nonrenewal not less than
expiration date.
If notice is mailed, proof
sufficient proof of notice.
SECTION V - DEFINITIONS
30 days before the
of mailing will be
1. "Advertisement" means the widespread public
dissemination of information or images that has
the purpose of inducing the sale of goods,
products or services through:
a. (1) Radio;
(2) Television;
(3) Billboard;
(4) Magazine;
(5) Newspaper; or
b. Any other publication that is given widespread
public distribution.
However, "advertisemenY' does not include:
a. The design, printed material, information 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
"advertisemenY'.
3. "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.
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 other land vehicle that is subject to a
compulsory or financial responsibility law or
other motor vehicle insurance law where it is
licensed or principally garaged.
However, "auto" does not include "mobile
equipment".
"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 at any time.
"Coverage territory" means:
a. The United States of America (including its
territories and possessions), Puerto Rico and
Canada;
b. International waters or airspace, but only if
the injury or damage occurs in the course of
travel or transportation between any places
included in a. above; or
Page 18 of 21
c. All other parts of the world if the injury or
damage arises out of:
(1) Goods or products made or sold by you in
the territory described in a. above;
(2) The activities of a person whose home is
in the territory described in a. above, but is
away for a short time on your business; or
(3) "Personal and advertising injury" offenses
that take place through the Internet or
similar electronic means of communication
provided the insured's responsibility to pay
damages is determined in the United States of
America (including its territories and possessions),
Puerto Rico or Canada, in a"suiY' 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 to employ that person;
b. Termination of that person's employment; or
c. Employment-related practices, policies, acts
or omissions, such as coercion, demotion,
evaluation, reassignment, discipline,
defamation, harassment, humiliation,
discrimination or malicious prosecution
directed at that person.
9. "Executive officer" means a person holding any
of the officer positions created by your charter,
constitution, by-laws or any other similar
governing document.
10."Hostile fire" means one which becomes
uncontrollable or breaks out from where it was
intended to be.
11."Impaired property" means tangible property,
other than "your product" or "your work", that
cannot be used or is less useful because:
a. It incorporates "your product" or "your work"
that is known or thought to be defective,
deficient, inadequate or dangerous; or
b. You have failed to fulfill the terms of a
contract or agreement;
if such property can be restored to use by the
repair, replacement, adjustment or removal of
"your producY' or "your work", or your fulfilling the
terms of the contract 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 indemnifies any person or
organization for damage by fire, lightning or
explosion to premises while rented to you or
temporarily occupied by you with permission
of the owner is subject to the Damage to
HG 00 01 09 16
Policy #42UUNOL5238
Premises Rented To You Limit described in
Section III - Limits of Insurance;
b. A sidetrack agreement;
c. Any easement or license agreement,
including an easement or license agreement
in connection with construction or demolition
operations on or within 50 feet of a railroad;
d. An obligation, as required by ordinance, to
indemnify a municipality, except in connection
with work for a municipality;
e. An elevator maintenance agreement;
f. That part of any other contract or agreement
pertaining to your business (including an
indemnification of a municipality in connection
with work performed for a municipality) under
which you assume the tort liability of another
party to pay for "bodily injury" or "property
damage" to a third person or organization,
provided the "bodily injury" or "property
damage" is caused, in whole or in part, by
you or by those acting on your behalf. Tort
liability means a liability 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 demolition operations,
within 50 feet of any railroad property and
affecting any railroad bridge or trestle, tracks,
road-beds, tunnel, underpass or crossing.
However, Paragraph f. does not include that
part of any contract or agreement:
(1) That indemnifies an architect, engineer or
surveyor for injury or damage arising out of:
(a) Preparing, approving, or failing to
prepare or approve, maps, shop
drawings, opinions, reports, surveys,
field orders, change orders or drawings
and specifications; or
(b) Giving directions or instructions, or
failing to give them, if that is the
primary cause of the injury or damage;
or
(2) Under which the insured, if an architect,
engineer or surveyor, assumes liability for
an injury or damage arising out of the
insured's rendering or failure to render
professional services, including those listed
in (1) above and supervisory, inspection,
architectural or engineering activities.
13."Leased worker" means a person leased to you
by a labor leasing firm under an agreement
between you and the labor leasing firm, to
perform duties related to the conduct of your
business. "Leased worker" does not include a
"temporary worker".
14."Loading or unloading" means the handling of
property:
a. After it is moved from the place where it is
accepted for movement into or onto an
aircraft, watercraft or "auto";
b. While it is in or on an aircraft, watercraft or
"auto"; or
c. While it is being moved from an aircraft,
watercraft or "auto" to the place where it is
finally delivered;
but "loading or unloading" does not include the
movement of property by means of a mechanical
device, other than a hand truck, that is not
attached to the aircraft, watercraft or "auto".
15."Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:
a. Bulldozers, farm machinery, forklifts and other
vehicles designed for use principally off public
roads;
b. Vehicles maintained for use solely on or next
to premises you own or rent;
c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not,
maintained primarily to provide mobility to
permanently mounted:
(1) Power cranes, shovels, loaders, diggers or
drills; or
(2) Road construction or resurfacing
equipment such as graders, scrapers or
rollers;
e. Vehicles not described in a., b., c. or d. above
that are not self-propelled and are maintained
primarily to provide mobility to permanently
attached equipment of the following types:
(1) Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment; or
(2) Cherry pickers and similar devices used to
raise or lower workers;
f. Vehicles not described in a., b., c. or d. above
maintained primarily for purposes other than
the transportation of persons or cargo.
However, self-propelled vehicles with the
following types of permanently attached
equipment are not "mobile equipmenY' but will
be considered "autos":
(1) Equipment designed primarily for:
(a) Snow removal;
(b) Road maintenance, but not
construction or resurfacing; or
(c) Street cleaning;
HG 00 01 0916 Page 19 of 21
Policy #42UUNOL5238
(2) Cherry pickers and similar devices
mounted on automobile or truck chassis
and used to raise or lower workers; and
(3) Air compressors, pumps and generators,
including spraying, welding, building
cleaning, geophysical exploration, lighting
and well servicing equipment.
However, "mobile equipment" does not include
any land vehicle that is subject to ompulsory
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 law are considered
"autos".
16."Occurrence" means an accident, including
continuous or repeated exposure to substantially
the same general harmful conditions.
17."Personal and advertising injury" means
injury, including consequential "bodily injury",
arising out of one or more of the following
offenses:
a. False arrest, detention or imprisonment;
b. Malicious prosecution;
c. The wrongful eviction from, wrongful entry
into, or invasion of the right 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 publication, in any
manner, of material that slanders or libels a
person or organization or disparages a
person's or organization's goods, products or
services;
e. Oral, written or electronic publication, in any
manner, of material that violates a person's
right of privacy;
f. Copying, in your "advertisemenY', a person's
or organization's "advertising idea" or style of
"advertisemenY'; or
g. Infringement of copyright, slogan, or title of
any literary or artistic work, in your
"advertisemenY'.
18."Pollutants" mean any solid, liquid, gaseous or
thermal irritant or contaminant, including smoke,
vapor, soot, fumes, acids, alkalis, chemicals and
waste. Waste includes materials to be recycled,
reconditioned or reclaimed.
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 producY'
or "your work" except:
(1) Products that are still in your physical
possession; or
(2) Work that has not yet been completed or
abandoned. However, "your work" will be
deemed completed at the earliest of the
following times:
(a) When all of the work called for in your
contract has been completed.
(b) When all of the work to be done at the
job site has been completed if your
contract calls �c�r work at more than
one job site.
(c) When that part of the work done at a
job site has been put to its intended
use by any person or organization
other than another contractor or
subcontractor working on the same
project.
Work that may need service,
maintenance, correction, repair or
replacement, 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 out of a condition
in or on a vehicle not owned or operated
by you, and that condition was created by
the "loading or unloading" of 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
classification, listed in the Declarations or
in a policy Schedule, states that products-
completed operations are subject to the
General Aggregate Limit.
20."Property damage" means:
a. Physical injury to tangible property, including
all resulting loss of use of that property. All
such loss of use shall be deemed to occur at
the time of the physical injury that caused it;
or
b. Loss of use of tangible property that is not
physically injured. All such loss of use shall
be deemed to occur at the time of the
"occurrence" that caused it.
As used in this definition, computerized or
electronically stored data, programs or software
are not tangible property. Electronic data means
information, facts or programs:
a. Stored as or on;
b. Created or used on; or
c. Transmitted to or from;
computer software, including systems and
applications software, hard or floppy disks, CD-
Page 20 of 21 HG 00 01 09 16
Policy #42UUNOL5238
ROMS, tapes, drives, cells, data processing
devices or any other media which are used with
electronically controlled equipment.
21."Suit" means a civil proceeding in which
damages because of "bodily injury", "property
damage" or "personal and advertising injury" to
which this insurance applies are alleged. "Suit"
includes:
a. An arbitration proceeding in which such
damages are claimed and to which the
insured must submit or does submit with our
consent; or
b. Any other alternative dispute resolution
proceeding in which such damages are
claimed and to which the insured submits with
our consent.
22."Temporary worker" means a person who is
furnished to you to substitute for a permanent
"employee" on leave or to meet seasonal or
short-term workload conditions.
23."Volunteerworker" means a person who
a. Is not your "employee";
b. Donates his or her work;
c. Acts at the direction of and within the scope
of duties determined by you; and
d. Is not paid a fee, salary or other
compensation by you or anyone else for their
work performed for you.
24."Your product":
a. Means:
(1) Any goods or products, other than real
property, manufactured, sold, handled,
distributed or disposed of by:
(a) You;
(b) Others trading under your name; or
(c) A person or organization whose
business or assets you have acquired;
and
(2) Containers (other than vehicles),
materials, parts or equipment furnished in
connection with such goods or products.
b. Includes
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use of
"your producY'; and
(2) The providing of or failure to provide
warnings or instructions.
c. Does not include vending chines or other
property rented to or located for the use of
others but not sold.
25. "Your work":
a. Means:
(1) Work or operations performed by you or
on your behalf; and
(2) Materials, parts or equipment furnished in
connection with such work or operations.
b. Includes
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use of
"your work", and
(2) The providing of or failure to provide
warnings or instructions.
HG 00 01 09 16 Page 21 of 21
Policy #42UENOL5558
COMMERCIAL AUTOMOBILE
HA99160312
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
COMMERCIAL AUTOMOBILE BROAD FORM
ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESS AUTO COVERAGE FORM
To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other
provisions of the Coverage Form, the provisions of this endorsement apply.
1. BROAD FORM INSURED
A. Subsidiaries and Newly Acquired or
Formed Organizations
The Named Insured shown in the
Declarations is amended to include:
(1) Any legal business entity other than a
partnership or joint venture, formed as a
subsidiary in which you have an
ownership interest of more than 50% on
the effective date of the Coverage Form.
However, the Named Insured does not
include any subsidiary that is an
"insured" under any other automobile
policy or would be an "insured" under
such a policy but for its termination or
the exhaustion of its Limit of Insurance.
(2) Any organization that is acquired or
formed by you and over which you
maintain majority ownership. However,
the 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 Limit of
Insurance under any other policy, or
(d) 180 days or more after its
acquisition or formation by you,
unless you have given us notice of
the acquisition or formation.
Coverage does not apply to "bodily
injury" or "property damage" that results
from an "accidenY' that occurred before
you formed or acquired the organization.
B. 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 "auto" 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 II - Liability Coverage is amended to
add:
e. The lessor of a covered "auto" while the
"auto" is leased to you under a written
agreement if:
(1) The agreement requires you to
provide direct primary insurance for
the lessor and
(2) The "auto" is leased without a driver.
Such a leased "auto" 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 Section II - Liability Coverage is
amended to add:
f. When you have agreed, in a written
contract or written agreement, 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 extent such person or
organization 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 with regard to the
ownership, maintenance or use of a
covered "auto."
O 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5
The insurance afforded to any such
additional insured applies only if the
"bodily injury" or "property damage"
occurs:
(1) During the policy period, and
(2) Subsequent to the execution of such
written contract, and
(3) Prior to the expiration of the period
of time that the written contract
requires such insurance be provided
to the additional insured.
(2) How Limits Apply
If you have agreed in a written contract
or written agreement that 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 of:
(a) The limits of insurance specified in
the written contract or written
agreement; or
(b) The Limits of Insurance shown in
the Declarations.
Such amount shall be a part of and not
in addition to Limits of Insurance shown
in the Declarations and described in this
Section.
(3) 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 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 contract or written agreement
that this insurance is primary and non-
contributory with the additional insured's
own insurance.
(4) Duties in The Event Of Accident, Claim,
Suit or Loss
If you have agreed in a written contract
or written agreement that another
person or organization be added as an
additional insured on your policy, the
additional insured shall be required to
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
Only with respect to insurance provided to
an additional insured in 1.D. - Additional
Insured if Required by Contract, the
following provisions apply:
(3) Primary Insurance When Required By
Contract
This insurance is primary if you have
agreed in a written contract or written
agreement that this insurance be
primary. If other insurance is also
primary, we will share with all that other
insurance by the method described in
Other Insurance 5.d.
(4) Primary And Non-Contributory To Other
Insurance When Required By Contract
If you have agreed in a written contract
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 that other
insurance.
Paragraphs (3) and (4) do not apply to other
insurance to which the additional insured
has been added as an additional insured.
When this insurance is excess, we will have no
dury to defend the insured against any "suit" if
any other insurer has a dury to defend the
insured against that "suit". If no other insurer
defends, we will undertake to do so, but we will
be entitled to the insured's rights against all
those other insurers.
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 total of all deductible 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.
2. AUTOS RENTED BY EMPLOYEES
Any "auto" hired or rented by your "employee"
on your behalf and at your direction will be
considered an "auto" you hire.
The OTHER INSURANCE Condition is amended
by adding the following:
O 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5
If an "employee's" personal insurance also 5.
applies on an excess basis to a covered "auto"
hired or rented by your "employee" on your
behalf and at your direction, 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 not
apply if you have workers' compensation
insurance in-force covering all of your
"employees".
Coverage is excess over any other collectible
insurance.
4. HIRED AUTO PHYSICAL DAMAGE COVERAGE
If hired "autos" 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 following limit.
The most we will pay for "loss" 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 cost of repairing or replacing the
damaged or stolen property,
whichever is smallest, minus a deductible. The
deductible will be equal to the largest deductible
applicable to any owned "auto" for that
coverage. No deductible applies to "loss" caused
by fire or lightning. Hired Auto Physical Damage
coverage is excess over any other collectible
insurance. Subject to the above limit, 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 "accidenY', you are legally
liable and the lessor incurs an actual financial
loss, subject to a maximum of $1000 per
"accidenY'.
This extension of coverage does not apply to
any "auto" you hire or borrow from any of your
"employees", partners (if you are a partnership),
members (if you are a limited liability company),
or members of their households.
PHYSICAL DAMAGE - ADDITIONAL
TEMPORARY TRANSPORTATION EXPENSE
COVERAGE
Paragraph A.4.a. of SECTION III - 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 difference between the actual
cash value of the "auto" at the time of the "loss"
and the "outstanding balance" of the loan/lease.
"Outstanding balance" means the amount you
owe on the loan/lease at the time of "loss" less
any amounts representing taxes; overdue
payments; penalties, interest or charges
resulting from overdue payments; additional
mileage charges; excess wear and tear charges;
lease termination fees; security deposits not
returned by the lessor; costs for extended
warranties, 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 III - PHYSICAL DAMAGE
COVERAGE, the following is added:
The exclusion relating to mechanical breakdown
does not apply to the accidental discharge of an
airbag.
8. ELECTRONIC EQUIPMENT - BROADENED
COVERAGE
a. The exceptions to Paragraphs B.4 -
EXCLUSIONS - of SECTION III - PHYSICAL
DAMAGE COVERAGE are replaced by the
following:
Exclusions 4.c. and 4.d. do not apply to
equipment designed to be operated solely
by use of the power from the "auto's"
electrical system that, at the time of "loss",
is:
(1) Permanently installed in or upon
the covered "auto";
(2) Removable from a housing unit
which is permanently installed in
or upon the covered "auto";
(3) An integral part of the same unit
housing any electronic
equipment described in
Paragraphs (1) and (2) above; or
O 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 3 of 5
(4) Necessary for the normal
operation of the covered "auto" or
the monitoring of the covered
"auto's" operating system.
b. Section I I I— Version CA 00 01 03 10 of the
Business Auto Coverage Form, Physical
Damage Coverage, Limit of Insurance,
Paragraph C.2 and Version CA 00 01 10 01 of
the Business Auto 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 "accidenY' to all electronic
equipment (other than equipment designed
solely for the reproduction of sound, and
accessories used with such equipment)
that reproduces, receives or transmits
audio, visual or data signals which, at the
time of "loss", is:
(1) Permanently installed in or upon
the covered "auto" in a housing,
opening or other location that is not
normally used by the "auto"
manufacturer for the installation of
such equipment;
(2) Removable from a permanently
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
to electronic equipment only, our obligation to
pay for, repair, return or replace damaged or
stolen electronic equipment will be reduced by
the applicable deductible shown in the
Declarations, or $250, whichever deductible is
less.
9. EXTRA EXPENSE - BROADENED
COVERAGE
Under Paragraph A. - COVERAGE - of SECTION
III - PHYSICAL DAMAGE COVERAGE, we will
pay for the expense of ret�rang tolen covered
"auto" to you.
10. GLASS REPAIR - WAIVER OF DEDUCTIBLE
Under Paragraph D. - DEDUCTIBLE - of SECTION
III - PHYSICAL DAMAGE COVERAGE, the
following is added:
If another Hartford Financial Services Group,
Inc. company policy or coverage form that is not
an automobile policy or coverage form applies to
the same "accidenY', the following applies:
(1) If the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived;
(2) If the deductible under this Business Auto
Coverage Form is not the smaller (or
smallest) deductible, it will be reduced by
the amount of the smaller (or smallest)
deductible.
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 that you must notify us of
an "accidenY' applies only when the "accidenY' 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 liability
company; or
(4) An executive officer or insurance manager, if
you are a corporation.
13. UNINTENTIONAL FAILURE TO DISCLOSE
HAZARDS
If you unintentionally fail to disclose any hazards
existing at the inception date of your policy, we
will not 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 respect to Liability Coverage is
anywhere in the world provided that if the
"insured's" responsibility to pay damages for
"bodily injury" or "property damage" is
determined in a"suit," the "suit" is brought in
the United States of America, the territories
and possessions of the United States of
America, Puerto Rico or Canada or in a
settlement we agree to.
No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION
glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY
11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV -
Under Paragraph D. - DEDUCTIBLE - of SECTION BUSINESS AUTO CONDITIONS is amended by
III - PHYSICAL DAMAGE COVERAGE, the adding the following:
following is added:
O 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5
We waive any right of recovery we may have
against any person or organization with whom
you have a written contract that requires such
waiver because of payments we make for
damages under this Coverage Form.
16. RESULTANT MENTAL ANGUISH COVERAGE
The definition of "bodily injury" in SECTION V-
DEFINITIONS is replaced by the following:
"Bodily injury" means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death resulting 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 other than
nonpayment of premium, we will mail or deliver
to the first Named Insured written notice of
cancellation at least 60 days before the effective
date of cancellation.
18. HYBRID, ELECTRIC, OR NATURAL GAS
VEHICLE PAYMENT COVERAGE
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.lf the auto is replaced with a"hybrid" auto or
an auto 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 must be replaced and a copy of a bill
of sale or new lease agreement received by us
within 60 calendar days of the date of "loss,"
c. Regardless of the number of autos deemed a
total loss, the most we will pay under this
Hybrid, Electric, or Natural Gas Vehicle
Payment Coverage provision for any one
"loss" is $10,000.
For the purposes of the coverage provision,
a.A "non-hybrid" auto is defined as an auto that
uses only an internal combustion engine to
move the auto but does not 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 to move the auto, or the internal
combustion engine to charge one or more
electric motors, which move the auto.
19. VEHICLE WRAP COVERAGE
In the event of a total loss to 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 addition to the actual cash value of the "auto",
we will pay up to $1,000 for vinyl vehicle wraps
which are displayed on the covered "auto" at the
time 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 magnetically affixed to the vehicle are
not considered vehicle wraps.
O 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5
Policy Number: 42XHUOL5240
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UMBRELLA LIABILITY POLICY PROVISIONS
In this policy the words "you" and "your" refer to the
Named Insured first shown in the Declarations and
any other person or organization qualifying as a
Named Insured under this policy. "We", "us" and
"our" refer to the stock insurance company member
of The Hartford Financial Services Group Inc. shown
in the Declarations.
Other words and phrases that appear in quotation
marks also have special meaning. Refer to
DEFINITIONS (Section VII).
IN RETURN FOR THE PAYMENT OF THE
PREMIUM, in reliance upon the statements in the
Declarations 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 that the "insured"
becomes legally obligated to pay as
"damages" in excess of the "underlying
insurance" or of the "self-insured retention"
when no "underlying 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 will 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
explicitly provided for under Section II -
INVESTIGATION, DEFENSE,
SETTLEMENT.
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".
3. "Bodily injury" or "property damage" will be
deemed to have been known to have
occurred at the earliest time when any
insured listed under paragraph A. of Section
III - Who Is An Insured or any "employee"
authorized by you to give or receive notice
of an "occurrence" or claim:
a. Reports all, or any part, of the "bodily
injury" or "property damage" to us or any
other insurer;
b. Receives a written or verbal demand or
claim for damages because of the
"bodily injury" or "property damage"; or
c. Becomes aware by any other means
that "bodily injury" or "property damage"
has occurred or has begun to occur.
B. Exclusions
This policy does not apply to:
1. Pollution
2. This insurance applies to "bodily injury",
"property damage" or "personal and
advertising injury" only if:
a. The "bodily injury", "property damage" or
"personal and advertising injury" occurs
during the "policy period"; and
b. Prior to the "policy period", no insured
listed under Paragraph A. of Section III -
Who Is An Insured and no "employee"
authorized by you to give or receive notice
of an "occurrence" or claim, knew that the
"bodily injury" or "property damage" had
occurred, in whole or in part. If such a
listed insured or authorized "employee"
knew, prior to the "policy period", that
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 to persons or property
which arises out of or would not have
occurred but for the pollution hazard; or
b. To pay any "damages", judgments,
settlements, loss, costs or expenses
that 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 action
authorized 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 or thermal:
a. Pollutants;
b. Contaminants;
Form XL 00 03 09 16 Page 1 of 14
O 2016, The Hartford
Policy Number: 42XHUOL5240
c. Irritants; or
d. Toxic substances;
Including:
Smoke;
Vapors;
Soot;
Fumes;
Acids;
Alkalis;
Chemicals, and
Waste materials consisting of or
containing any of the foregoing.
Waste includes materials to 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 to which
valid and collectible "underlying
insurance" with at least the
minimum limits shown in the
Schedule of Underlying 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
"underlying insurance" and to the
conditions, limits and other
provisions of this policy. In the event
that "underlying insurance" is not
maintained with limits of liability as
set forth in the Schedule of
Underlying Insurance Policies,
coverage under any of the
provisions of this exception does not
apply.
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 that is :
(a) Being transported or towed
by, handled, or handled for
movement into, onto or
from, any "auto";
(b) Otherwise in the course of
transit by or on behalf of the
"insured"; or
(c) Being stored, disposed of,
treated or processed in or
upon any "auto";
(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, fluids, 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 "underlying
insurance" or its parts, if:
a. The "pollutants" escape, seep,
migrate, or are discharged or
released directly 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 pollution
cost or expense" does not arise
out of the operation of any
following equipment:
i. Air compressors, pumps and
generators, including
spraying, welding, building
cleaning, geophysical
exploration, lighting 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
to an "insured" with respect to
"pollutants" not in or upon an "auto"
Page 2 of 14 Form XL 00 03 09 16
Policy Number: 42XHUOL5240
a.
b.
3.
4.
5.
6.
2. Workers
Laws
covered by the "underlying
insurance" if:
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
The discharge, dispersal,
seepage, migration, release or
escape of the "pollutants" is
caused directly by such upset,
overturn or damage.
Compensation And Similar
Any obligation of the insured under a
workers' compensation, disability benefits or
unemployment compensation law or any
similar law.
Contractual Liability
Liability assumed by the "insured" under any
contract or agreement with respect to an
"occurrence" taking place before the
contract or agreement is executed.
Personal And Advertising Injury
This policy does not apply 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 "underlying insurance"
does not apply.
Any coverage restored by this EXCEPTION
applies only to the extent that such coverage
provided by the "underlying insurance" is
maintained having limits as set forth in the
Schedule of Underlying Insurance Policies.
Underlying Insurance
Any injury or damage:
a. Covered by "underlying insurance" but
for any defense which any underlying
insurer may assert because of the
"insured's" failure to comply with any
condition of its policy; or
b. For which "damages" would have been
payable by "underlying insurance" but
for the actual or alleged insolvency or
financial impairment of an underlying
insurer.
Aircraft
"Bodily injury" or "property damage" arising
out of the ownership, operation,
maintenance, use, entrustment to others,
loading or unloading of any aircraft:
a. Owned by any "insured"; or
b. Chartered or loaned to 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 others of any aircraft that is owned or
operated by or rented or loaned to any
insured.
This exclusion does not apply to aircraft 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, operation,
maintenance, use, entrustment to others,
loading or unloading of any watercraft.
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 others of any watercraft that is owned or
operated by or rented or loaned to any
insured.
This exclusion does not apply to:
a. Watercraft you do not own that is:
b
c.
(1) Less than 51 feet long, and
(2) Not being used to carry persons or
property for a charge;
"Bodily injury" to any of your
"employees" arising out of and in the
course of their employment by you; or
Any watercraft while ashore on
premises owned by, rented to or
controlled by you.
8. War
Any injury or damage, however caused,
arising, directly or indirectly, out of:
a. War, including undeclared or civil war;
or
Form XL 00 03 09 16 Page 3 of 14
Policy Number: 42XHUOL5240
b. Warlike action by litary force,
including action in hindering or
defending against an actual or expected
attack, by any government, sovereign or
other authority using military personnel
or other agents; or
c. Insurrection, rebellion, revolution,
usurped power, or action taken by
governmental authority in hindering or
defending against any of these.
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
"Property damage" to "your work" arising out
of it or any part of it and included in the
"products-completed operations hazard".
This exclusion does not apply if the
damaged work or the work out of which the
damage arises was performed on your
behalf by ubcontractor.
12. Damage To Impaired Property Or
Property Not Physically Injured
"Property damage" to "impaired property" or
property that has not been physically
injured, arising out of:
a. A defect, deficiency, inadequacy or
dangerous condition in "your producY' or
"your work"; or
b. A delay or failure by you or anyone
acting on your behalf to perform a
contract or agreement in accordance
with its terms.
This exclusion does not apply to loss of use
of other property arising out of sudden and
accidental physical injury to "your producY'
or "your work" after it has been put to 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, replacement, adjustment, removal or
disposal of:
a. "Your producY';
b. "Your work"; or
c. "Impaired Property";
if such product, work or property is
withdrawn or recalled from the market or
from use by any person or organization
because of a known or suspected defect,
deficiency, inadequacy or dangerous
condition in it.
14. Expected Or Intended
"Bodily injury" or "property damage"
expected or intended from the standpoint of
the "insured".
This exclusion does not apply to "bodily
injury" or "property 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
that "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
apply:
(1) Whether the "insured" may be liable as
an employer or in any other capacity;
and
(2) To any obligation to share "damages"
with 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 with minimum underlying limits, as
described in the Schedule of Underlying
Insurance Policies.
16. Property Damage To Employee's
Property
Coverage afforded any of your "employees"
for "property damage" to property owned or
occupied by or rented or loaned to:
a. That "employee";
b. Any of your other "employees";
c. Any of your partners or members (if you
are a partnership or joint venture); or
d. Any of your members (if you are a
limited liability company).
Page 4 of 14 Form XL 00 03 09 16
Policy Number: 42XHUOL5240
17. Uninsured Or Underinsured Motorists
Any claim for:
a. Uninsured or Underinsured Motorists
Coverage;
b. Personal injury protection;
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 to:
(1) A person arising out of any:
(a) Refusal to employ that person;
(b) Termination of that person's
employment; or
(c) Employment-related practices,
policies, acts or omissions, such
as but not limited to: coercion,
demotion, evaluation,
reassignment, discipline,
defamation, harassment,
humiliation, discrimination or
malicious prosecution directed
at that person; or
(2) The spouse, child, parent, brother or
sister of that person, as a
consequence of any injury or
damage to that person at whom any
of the employment-related practices
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 obligation to share
"damages" with or repay someone
else who must pay "damages"
because of the injury.
19. Employee Retirement Income Security
Act
Any liability arising out of intentional 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 Act of 1974), or
any amendments to them.
20. Asbestos
Any injury, damages, loss, cost or expense,
including but not limited to "bodily injury",
"property damage" or "personal and
advertising injury" arising out of, or relating
to, 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 to persons or property
which would not have occurred in whole
or in part but for the "asbestos hazard";
or
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 any "asbestos hazard"; or
c. Arise out of any claim or suit for
damages because of testing for,
monitoring, cleaning up, removing,
encapsulating, containing, treating,
detoxifying 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, operation,
maintenance, use, entrustment to others, or
loading or unloading of any "auto" or "mobile
equipmenY' while being used in any:
a. Prearranged or organized racing, speed
or demolition contest;
b. Stunting activity; or
c. Preparation 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 information,
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 to manipulate electronic data.
This exclusion applies even if damages are
claimed for notification costs, credit
Form XL 00 03 09 16 Page 5 of 14
Policy Number: 42XHUOL5240
monitoring expenses, forensic expenses,
public relations expenses or any other loss,
cost or expense incurred by you or others
arising out of that which is described in
Paragraph (1) or (2) above.
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 with electronically controlled
equipment.
23. Limited Underlying Coverage
Any injury, damage, loss, cost or expense,
including but 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
"underlying insurance" such coverage is
provided at a limit or limits of insurance
that are less than the limit(s) for the
"underlying insurance" policy or policies
shown on the Schedule of Underlying
Insurance Policies.
24. Recording And Distribution Of Material
Or Information In Violation Of Law
Any injury, damage, loss, cost or expense,
including but not limited 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 amendment of or addition to such
law;
c. The Fair Credit Reporting Act (FCRA),
and any amendment of or addition to
such law, including the Fair and
Accurate Credit Transaction Act
(FACTA); or
d. Any federal, state or local statute,
ordinance or regulation, other than the
TCPA, CAN-SPAM Act of 2003 or
FCRA and their amendments and
additions, that addresses, prohibits or
limits the printing, dissemination,
disposal, collecting, recording, sending,
transmitting, communicating or
distribution of material or information.
SECTION II - INVESTIGATION, DEFENSE,
SETTLEM ENT
A. With respect to "bodily injury", "property
damage" or "personal and advertising injury" to
which this insurance applies (whether or not the
"self-insured retention" applies) and
1. For which no coverage is provided under
any "underlying insurance"; or
2. For which the underlying limits of any
"underlying insurance" policy have been
exhausted solely by payments of "damages"
because of "occurrences" during the "policy
period",
We:
1. Will 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 to defend end when we
have used up the applicable limit of
insurance in the payment of judgments or
settlements under coverages afforded by
this policy;
2. May make such investigation and settlement
of any claim or "suiY' as we deem expedient;
3. Will pay all expenses incurred by us, all
court costs taxed against the "insured" in
any "suit" defended by us and all 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 that 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 to
the insured;
4. Will pay all premiums on appeal bonds
required in any such "suit", premiums on
bonds to release attachments in any such
"suit" for an amount not in excess of the
applicable limit of insurance, and the cost of
bail bonds required of the "insured" because of
an accident or traffic law violation arising out of
the operation of any vehicle to which this
policy applies, but we will have no obligation to
apply for or furnish any such bonds;
5. Will pay all reasonable expenses incurred by
the "insured" at 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
Policy Number: 42XHUOL5240
and the amounts so incurred, except settlement
of claims and "suits," are not subject 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" to the extent that such amounts are within
the "self-insured retention".
B. You agree to arrange for the investigation,
defense or settlement of any claim or "suiY' in
any country where we may be prevented by law
from carrying out this agreement. We will pay
defense expenses incurred with our written
consent in connection with any such claim or
"suit" in addition to any applicable limit of
insurance. We will also promptly reimburse you
for our proper share, but subject to the
applicable limit of insurance, of any settlement
above the "self-insured retention" made with our
written consent.
C. We will have the right to associate at our
expense with the "insured" or any underlying
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 to the cost
and expenses incurred by any underlying
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 limited liability company, you are an
"insured". Your members are also
"insureds", but only with respect to the
conduct of your business. Your managers
are "insureds", but only with respect to their
duties as your managers.
4. An organization other than a partnership,
joint venture or limited liability company, you
are an "insured". Your "executive officers"
and directors are "insureds", but only with
respect to their duties as your officers or
directors. Your stockholders are also
"insureds", but only with respect to their
liability as stockholders.
5. A trust, you are an "insured". Your trustees
are also "insureds", but only with respect to
their duties as trustees.
B. Each of the following is also an "insured":
1. Your "volunteer workers" only while
performing duties related to the conduct of
your business, or your "employees," other
than your "executive officers" (if you are an
organization other than a partnership, joint
venture or limited liability company) or your
managers (if you are a limited liability
company), but only for acts:
a. Within the scope of their employment by
you or while performing duties related to
the conduct of your business; and
b. Only if such "volunteer workers" or
"employees" are insureds under
"underlying insurance" with limits of
liability no less than stated in the
Schedule of Underlying Insurance
Policies, subject to all the coverage,
terms, conditions and limitations of such
"underlying insurance".
2. Any person or organization with whom you
agreed, because of a written contract,
written agreement or because of a permit
issued by a state or political subdivision, to
provide insurance such as is afforded under
this policy, but only with respect to your
operations, "your work" or facilities owned or
used by you.
This provision does not apply:
a. Unless the written contract or written
agreement has been executed, or the
permit has been issued prior to 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 "underlying insurance"; or
c. Beyond the period of time required by
the written contract or written
agreement.
3. Any person or organization having proper
temporary custody of your property if you
die, but only:
a. With respect to liability arising out of the
maintenance or use of that property;
and
b. Until your legal representative has been
appointed.
4. Your legal representative if you die, but only
with respect to his or her duties as such.
That representative will have all your rights
and duties under this policy.
C. With respect to "auto", any "insured" in the
"underlying insurance" is an "insured" under this
insurance policy, subject to all the limitations of
such "underlying 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
Policy Number: 42XHUOL5240
financial interest of more than 50% of the voting
stock, will qualify as an "insured" if there is no
other similar insurance available to that
organization.
However:
1. Coverage under this provision is afforded
only until the 180th day after you acquire or
form the organization or the end of the
"policy period", whichever is earlier;
2. 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 apply to "personal
and advertising injury" arising out of an
offense committed before you acquired or
formed the organization.
B. The Limit of Insurance stated as the General
Aggregate Limit is the most we will pay for the
sum of "damages", other than "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, maintenance, use, entrustment
to others, loading or unloading of any "auto".
C. The Limit of Insurance stated as the Products
Completed Operations Aggregate Limit is the
most we will pay for "damages" because of
injury or damage included within the "products-
completed operations hazard".
E. Each person or organization, not included as an D. The Limit of Insurance stated as the Bodily
"insured" in Paragraphs A., B., C., or D., who is Injury By Disease Aggregate Limit is the most
an "insured" in the "underlying insurance" is an we will pay for "damages" because of "bodily
"insured" under this insurance subject to all the injury" by disease to your "employees" arising
terms, conditions and limitations of such out of and in the course of their employment by
"underlying insurance". you.
No person or organization is an "insured" with
respect to the conduct of any current or past
partnership, joint venture or limited liability
company that is not shown as a Named Insured
in the Declarations.
With respect to any person or organization who
is not an "insured" under "underlying insurance",
coverage under this policy shall apply only to
loss in excess of the amount of the "underlying
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
"underlying insurance" but in no event shall
coverage be broader than the scope of coverage
provided by this policy and any endorsements
attached hereto; and
(ii) That such coverage provided by the "underlying
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
Declarations 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 under this policy.
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 applicable 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 annual period
and to any remaining period of less than 12
months, starting with the beginning of the "policy
period" shown in the Declarations. 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 Limits 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 Liability Insurance
Association, 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
Policy Number: 42XHUOL5240
under any such policy but for its
termination upon exhaustion of its limit
of liability; or
b. Resulting from the "hazardous
properties" of "nuclear material" and
with respect to which (a) any person or
organization is required to maintain
financial protection pursuant to the
Atomic Energy Act of 1954, or any law
amendatory thereof, or (b) the "insured"
is, or had this policy not been issued
would be, entitled to indemnity from the
United States of America, or any agency
thereof, under any agreement entered
into by the United States of America, or
any agency thereof, with any person or
organization.
2. To "bodily injury" or "property damage"
resulting from the "hazardous properties" of
"nuclear material" if:
a. The "nuclear material" (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" at any time
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 of the furnishing by an "insured"
of services, materials, parts or equipment
in connection with the planning,
construction, maintenance, operation or
use of any "nuclear facility", but if such
facility is located within the United
States of America, its 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 properties" include radioactive, toxic
or explosive properties;
"Nuclear material" means "source material",
"special nuclear material" or "by-product
material";
"Source material", "special nuclear material" 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 than the
tailings or wastes produced by the extraction or
concentration of uranium or thorium from any
ore processed primarily for its "source material"
content, and (b) resulting from the operation by
any person or organization of any "nuclear
facility" included under the first two paragraphs
of the definition of "nuclear facility".
"Nuclear facility" means:
(1) Any "nuclear reactor";
(2) Any equipment or device designed or used
for (a) separating the isotopes of uranium or
plutonium, (b) processing or utilizing "spent
fuel," or (c) handling, processing or
packaging "waste";
(3) Any equipment or device used for the
processing, fabricating or alloying of "special
nuclear material" if at any time 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 than 25 grams of plutonium
or uranium 233 or any combination thereof,
or more than 250 grams of uranium 235;
(4) Any structure, basin, excavation, premises
or place prepared or used for the storage or
disposal of "waste"; and includes the site on
which any of the foregoing is located, all
operations conducted on such site and all
premises used for such operations;
"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 shall be computed in
accordance with Item 5 of the Declarations. The
premium stated as such in the Declarations 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 notice thereof to the Named Insured first
shown in the Declarations shall become due and
payable by such Named Insured.
If the total earned premium for the "policy
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
Declarations shall maintain records of such
information as is necessary for premium
computation, and shall send copies of such
records to us at the end of the "policy period"
and at such times during the "policy period" as
we may direct.
Form XL 00 03 09 16 Page 9 of 14
Policy Number: 42XHUOL5240
B. Inspection And Audit
We shall be permitted but not obligated to
inspect your property and operations at any
time. Neither our right to make inspections, nor
the making thereof, nor any report thereon, shall
constitute an undertaking on your behalf or for
your benefit or that of others to determine or
warrant that such property or operations are:
1. Safe;
2. Healthful; or
3. In compliance with any law, rule or
regulation.
We may examine and audit your books and
records at any time during the "policy period"
and extensions thereof and within three years
after the final termination of this policy, insofar
as they relate to the subject matter of this policy.
C. Duties In The Event Of Occurrence, Claim Or
Suit
1. You must see to it that we are notified as
soon as practicable of an "occurrence"
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 additional
insured are a limited liability company;
d. Any "executive officer" or insurance
manager, if you or an additional insured
are a corporation;
e. Any trustee, if you or an additional
insured is rust; or
f. Any elected or appointed official, if you
or an additional insured is olitical
subdivision or public entity.
This duty applies separately to you and any
additional insured.
To the extent possible, notice should
include:
a. How, when and where the "occurrence"
took place;
b. The names and addresses of any
injured persons and witnesses; and
c. The nature and location of any injury or
damage arising out of the "occurrence"
or "offense".
2. If a claim is de or "suiY' is brought against
any insured, you must:
a. Immediately record the specifics of the
claim or "su�"pand the date received;
and
b. Notify us in writing as soon as
practicable if the claim is likely to
exceed the amount of the "self-insured
retention" or "underlying 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 with the
claim or "suit" involving or likely to
involve a sum in excess of any "self-
insured retention" or "underlying
insurance", whichever applies";
b. Authorize us to obtain records and other
information;
c. Cooperate with us in the investigation or
settlement of the claim or defense
against the "suit"; and
d. Assist us, upon our request in the
enforcement of any right against any
person or organization which may be
liable to the insured because of injury or
damage to which this policy or any
"underlying insurance" or "self-insured
retention" may apply.
4. No insured will, except at that insured's own
cost, make or agree to any settlement for a
sum in excess of:
a. The total limits of "underlying
insurance"; or
b. The "self-insured retention" if no
"underlying 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 than
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 nd conditions of this policy; and
2. Cooperate with any of the underlying
insurers as required by the terms of the
"underlying insurance" and comply with all
the terms nd conditions thereof.
The "insured" shall enforce any right of
contribution or indemnity against any person or
organization who may be liable to the "insured"
because of "bodily injury", "property damage" or
"personal and advertising injury" with respect to
this policy or any "underlying insurance".
E. Legal Action Against Us
No person or organization has ight under this
policy:
a. To join us as arty or otherwise bring us
into a"suit" asking for damages from an
insured; or
Page 10 of 14 Form XL 00 03 09 16
Policy Number: 42XHUOL5240
b. To sue us on this policy unless all of its
terms and those of the "underlying
insurance" have been fully complied with.
A person or organization may sue us to recover
on an agreed settlement or on a final judgment
against an insured; but, we will not be liable for
damages that are not payable under the terms
of this policy or that are in excess of the limit of
liability. An agreed settlement means a
settlement and release of liability signed by us,
the insured and the claimant or the claimanYs
legal representative.
F. Appeals
In the event the "insured" or the "insured's"
underlying insurer elects not to appeal a
judgment in excess of the "underlying insurance"
or the "self-insured retention," we may elect to
make such appeal, at our cost and expense.
If we so elect, we shall be liable in addition to
the applicable Limit of Insurance, for the:
1. Taxable costs;
2. Disbursements; and
3. Additional interest incidental to such appeal;
But in no event will we be liable for "damages" in
excess of the applicable aggregate Limit of
Insurance.
If a judgment is rendered in excess of the limits
of "underlying insurance" and we offer to pay our
full share of such judgment, but you or your
underlying insurers elect to appeal it, you, your
underlying insurers or both will bear:
a. The cost and duty of obtaining any appeal
bond;
b. The taxable costs, disbursements and
additional 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. Otherinsurance
This policy shall apply in excess of all
"underlying 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
other insurance is stated to 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 rights are transferred to us.
The insured must do nothing after a loss to
impair them. At our request, the insured will
bring "suiY' or transfer those rights to us and
help us enforce them.
a. Recoveries shall be applied to
reimburse:
(1) First, any interest (including the
Named Insured) that paid any
amount in excess of our limit of
liability;
(2) Second, us, along with any other
insurers having a quota share
interest at 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 settlement of a claim
by agreement signed by all interests.
b. Reasonable expenses incurred in the
exercise of rights of recovery shall be
apportioned among all interests in the
ratio of their respective losses for which
recovery is sought.
2. Waiver Of Rights Of Recovery (Waiver Of
Subrogation)
If the "insured" has waived any rights 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
organization in a contract, agreement or
permit that was executed prior to the injury
or damage.
Changes
This policy contains all the agreements between
you and us concerning the insurance afforded.
Notice to any agent, or knowledge possessed by
any agent or any other person shall not effect a
waiver or a change in any part of this policy, or
stop us from asserting any rights under the
terms of this policy.
The Named Insured first shown in the
Declarations is authorized on behalf of all
"insureds" to agree with us on changes in the
terms of this policy.
If the terms are changed, the changes will be
shown in an endorsement issued by us and
made a part of this policy.
Form XL 00 03 09 16 Page 11 of 14
Policy Number: 42XHUOL5240
J. Separation Of Insureds
Except with respect to the Limits of Liability, and
any rights 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 total the coverage and limits
stated in the Schedule of Underlying Insurance
Policies shall be maintained in full effect during
the currency of this policy. Your failure to
comply with the foregoing shall not invalidate
this policy, but in the event of such failure, we
shall be liable only to the extent that we would
have been liable had you complied herewith.
The Named Insured first shown in the
Declarations shall give us written notice as soon
as practicable of any of the following:
1. Any change in the coverage or in the limits
of any "underlying insurance", including but
not limited to a change from occurrence
coverage to claims made coverage;
2. Termination of part or all of one or more of
the policies of "underlying insurance";
3. Reduction or exhaustion of an aggregate
limit of liability of any "underlying insurance".
The "self-insured retention" shall not apply
should the "underlying 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
Declarations may cancel this policy by
mailing or delivering to us or to any of our
authorized agents advance written notice of
cancellation.
2. We may cancel this policy by mailing or
delivering to the Named Insured first shown
in the Declarations at the address shown in
this policy, written notice of cancellation at
least:
a. 10 days before the effective date of
cancellation if such Named Insured fails
to pay the premium or any installment
when due; or
b. 30 days before the effective date of
cancellation if we cancel for any other
reason.
3. If notice is mailed, proof of mailing will be
sufficient proof of notice. Notice will state
the effective date of cancellation. The
"policy period" will end on that 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
Declarations cancels, the refund may be
less than pro rata, but we will retain any
minimum premium stated as such in the
Declarations. If we cancel, the refund will be
pro rata. The cancellation will be effective
even if we have not made or offered a
refund.
M. Non-Renewal
1. If we decide not to renew, we will mail or
deliver to the Named Insured first shown in
the Declarations, at the address shown in
this policy, 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 to renew but such Named Insured
does not accept, this policy will not be
renewed at the end of the current "policy
period".
N. Workers' Compensation Agreement
With respect to "bodily injury" to any officer or
other employee arising out of and in the course
of employment by you, you represent and agree
that you have not abrogated and will not
abrogate your common-law defenses under any
Workers' Compensation Law by rejection of
such law or otherwise. If at any time 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 entity comprising the
"insured", we shall not be relieved of any of our
obligations under this policy.
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
Underlying Insurance Policies are accurate
and complete;
c. The statements in a. and b. are based upon
representations you made to 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
Policy Number: 42XHUOL5240
SECTION VII - DEFINITIONS
Except as otherwise provided in this section or
amended by endorsement, the words or phrases
that appear in quotation marks thin this policy
shall follow the definitions of the applicable
"underlying insurance" policy.
"Accident" includes continuous or repeated
exposure to the same conditions resulting 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 law or
other motor vehicle insurance law where it is
licensed or principally garaged.
However, "auto" does not include "mobile
equipment".
"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 to, or assess the effects of
"pollutants".
"Covered pollution cost or expense" does not include
any cost or expense 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
that is:
a. Being transported or towed by, handled, or
handled for movement into, onto or from,
any "auto";
b. Otherwise in the course of transit by or on
behalf of the "insured"; or
c. Being stored, disposed of, treated or
processed in or upon 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 "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 a. above does not apply to fuels,
lubricants, fluids, 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 "underlying
insurance" or its parts, if:
(1) The "pollutants" escape, seep, migrate, or are
discharged or released directly from an "auto"
part designed by its manufacturer to hold, store,
receive or dispose of such "pollutants"; and
(2) The "bodily injury," "property damage" or
"covered pollution cost or expense" does not
arise out of the operation of any equipment
listed in paragraphs 6.b and 6.c. of the definition
of "mobile equipment".
Paragraphs b. and c. above do not apply to
"accidents" that occur away from premises owned by
or rented to an "insured" with respect to "pollutants"
not in or upon an "auto" covered by the "underlying
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
directly by such upset, overturn or damage.
"Damages" include prejudgment interest awarded
against the "insured" on that part of the judgment we
pay.
"Damages" do not include:
1. Fines;
2. Penalties; or
3. Damages for which insurance is prohibited by
the law applicable to the construction of this
policy.
Subject to the foregoing, "damages" include
damages for any of the following which result at any
time 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 to each "insured" against
whom claim is made or "suit" is brought, except with
respect to the limit of our liability under LIMITS OF
INSURANCE (SECTION IV).
"Occurrence" means
1. With respect to "bodily injury" or "property
damage": an accident, including continuous or
Form XL 00 03 09 16 Page 13 of 14
Policy Number: 42XHUOL5240
repeated exposure to substantially the same
general harmful conditions, and
2. With respect to "personal and advertising injury":
an offense described in one of the numbered
subdivisions of that definition in the "underlying
insurance".
"Policy period" means the period beginning with
the inception date stated as such in the Declarations
and ending with the earlier 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 stated
as such in the Declarations which is retained and
payable by the "insured" with respect to each
"occurrence".
"Underlying insurance" means the insurance
policies listed in the Schedule of Underlying
Insurance Policies, including any renewals or
replacements thereof, which provide the underlying
coverages and limits stated in the Schedule of
Underlying Insurance Policies. The limit of
"underlying insurance" includes:
1. Any deductible amount;
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
payment relating to any act, error, omission, injury,
damage or offense for which insurance is provided
by this policy, including Medical Payments Coverage
as described in the "underlying insurance." The
coverages and limits of such policies and any such
deductible amount, participation or "self-insured
retention" shall be deemed to be applicable
regardless of:
1. Any defense which any underlying insurer may
assert because of the "insured's" failure to
comply with any condition of its policy; or
2. The actual or alleged insolvency or financial
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
Policy #42XHUOL5240
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
AMENDMENT OF OTHER INSURANCE CONDITION -
PRIMARY OR PRIMARY AND NON-CONTRIBUTORY WHEN
REQUIRED BY WRITTEN CONTRACT OR WRITTEN
AGREEMENT FOR SCHEDULED ADDITIONAL INSUREDS
This endorsement modifies insurance provided under the following:
UMBRELLA LIABILITY POLICY
SCHEDULE
Name Of Additional Insured Person(s) Designated Project(s) Or Location(s)
Or Or anization s: Of Covered O erations:
BLANKET TO ALL THAT ARE REQUIRED BLANKET TO ALL THAT ARE REQUIRED
BY WRITTEN CONTRACT BY WRITTEN CONTRACT
Information re uired to com lete this Schedule, if not shown above, will be shown in the Declarations.
I. With respect to those person(s) or
organization(s) shown in the Schedule above
when you have agreed in a written contract or
written agreement to provide insurance such as
is afforded under this policy to them, Paragraph
B.2 of Section III — Who Is An Insured is
replaced by the following:
2. Any person or organization with whom you
agreed, because of a written contract,
written agreement or because of a permit
issued by a state or political subdivision, to
provide insurance such as is afforded under
this policy, but only with respect to your
operations, "your work" or facilities owned or
used by you.
This provision does not apply:
a. Unless the written contract or itten
agreement has been executed, or the
permit has been issued prior to the
"bodily injury", "property damage", or
"personal and advertising injury"; and
Form XL 24 59 09 13
b. Unless the limits of liability specified in
such written contract, written agreement
or permit are greater than the limits
shown for "underlying insurance"; or
c. Beyond the period of time required by
the written contract or written
agreem ent.
In no event shall any coverage afforded to
any such person or organization apply to any
claim or "suit" to which "underlying insurance"
does not apply. Coverage provided by this
policy for any such additional insured will
follow the provisions, exclusions and
limitations of the "underlying insurance".
II. Solely as respects the insurance afforded to any
person or organization qualifying as an
additional insured under Paragraph I. above, the
Other Insurance condition in Section VI —
Conditions is replaced by the following:
Page 1 of 2
O 2013, The Hartford
(Includes copyrighted material of Insurance Services Office, Inc., with its permission.)
Policy #42XHUOL5240
G. Otherinsurance
1. This policy shall apply in excess of all
"underlying insurance" w ether 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) w ich also
applies to any loss for w ich insurance
is provided by this policy.
These excess provisions apply, whether
such other insurance is stated to be:
a. Primary;
b. Contributing;
c. Excess; or
d. Contingent.
2. However, the following provisions apply
to other insurance available to any
person or organization qualifying as an
additional insured under Paragraph B.2.
of Section III — Who Is An Insured, as
amended by Item I. of this endorsement
and w o is also an additional insured
under the Com mercial General Liabi lity
Coverage Part scheduled in the
"underlying insurance":
a. Primary Insurance When
Required By Contract
If you have agreed in a w itten
contract, w itten agreement or
permit to provide primary insurance
to the additional insured, then, after
the "underlying insurance" is
exhausted, this insurance w II be
primary. If other insurance is also
primary, w II share w th all that
other insurance by the method
described in Paragraph 3. below.
b. Primary And Non-Contributory To
Other Insurance When Required
By Contract
If you have agreed in a w itten
contract, w itten agreement, or
permit to provide insurance to the
additional insured that is primary
and non-contributory, then, after the
"underlying insurance" is exhausted,
this insurance w II be primary and
w II not seek contribution from
the additional insured's own
insurance.
Paragraphs a. and b. do not apply to
other insurance on w ich the additional
insured qualifies as an additional
insured pursuant to the terms of that
policy or has been added as an
additional insured by endorsement.
3. Method Of Sharing
If all of the other insurance permits
contribution by equal shares, w II
follow this method also. Under this
approach each insurer contributes equal
amounts until it has paid its applicable
limit of insurance or none of the loss
remains, whichever comes first.
If any of the other insurance does not
permit contribution by equal shares, we
will contribute by limits. Under this
method, each insurer's share is based
on the ratio of its applicable limit of
insurance to the total applicable limits of
insurance of all insurers.
III. The following is added to Section IV — Limits Of
Insurance:
H. How Limits Apply To Additional Insureds
If you have agreed in a w itten contract,
written agreement or permit that another
person or organizat ion be added as an
additional insured on the Commercial
General Liability Coverage Part scheduled in
the "underlying insurance" and such person
or organization also qualifies as an
additional insured under this policy, the most
w II pay on behalf of such insured is the
lesser of:
a. The limits of insurance specified in the
written contract , w itten agreem ent or
permit, less any amounts payable by
any "underlying insurance"; or
b. The Limits of Insurance shown in the
Umbrella Liability Policy Declarations.
Such amount shall be a part of and not in
addition to the Limits of Insurance show n
the Umbrella Liability Policy Declarations
and described in other provisions of this
Section.
Page 2 of 2 Form XL 24 59 09 13
Policy #42XHUOL5240
.
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
WAIVER OF RIGHTS OF RECOVERY
(WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:
UMBRELLA LIABILITY POLICY
The following condition is added to Section VI — Conditions:
Waiver Of Rights Of Recovery {Waiver Of Subrogation)
If the "insured" has waived any rights 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 organization in a contract, agreement or permit that was executed prior to the injury or
damage.
Form XL 24 66 09 14 Page 1 of 1
O 2014, The Hartford
. •
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
TEXAS WAIVER OF OUR RIGHT TO
RECOVER FROM OTHERS ENDORSEMENT
Policy Number: 42 WB OL6H3F Endorsement Number:
Effective Date: 10/23/20 Effective hour is the same as stated on the Information Page of the policy.
Named Insured and Address: FREESE AND NICHOLS, INC.
4055 INTERNATIONAL PLZ STE 200
FORT WORTH TX 76109
This endorsement applies only to the insurance provided
by the policy because Texas is shown in Item 3.A. of the
Information Page.
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, but this waiver applies only with
1. ( )
(X)
Special Waiver
Name of person or organization
respect to bodily injury arising out of the operations
described in the Schedule where you are required by a
written contract to obtain this waiver from us.
This endorsement shall not operate directly or indirectly
to benefit anyone not named in the Schedule.
The premium for this endorsement is shown in the
Schedule.
Schedule
Blanket Waiver
Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.
2. Operations:
All Texas Operations
3. Premium:
The premium charge for this endorsement shall be 2 percent of the premium developed on payroll in
connection with work performed for the above person(s) or organization(s) arising out of the operations described.
4. Advance Premium:
Form WC 42 03 04 B Printed in U.S.A.
Process Date: Policy Expiration Date: 10/23/21