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HomeMy WebLinkAboutContract 55955 CSC No.55955 CITY OF FORT WORTH, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Fort Worth, a Texas home-rule municipality ("CITY"), and Freese and Nichols, Inc., authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: On-Call Professional Engineering Services Related to Dam Safety Projects. Article I Scope of Services The Scope of Services is set forth in Attachment A. Negotiated changes to this Agreement, if any, are included in Attachment C. Article II Compensation The ENGINEER's compensation shall be in the amount up to and not to exceed $95,000.00 as set forth in Attachment B. Payment shall be considered full compensation for all labor (including all benefits, overhead and markups), materials, supplies, and equipment necessary to complete the Services. Engineer shall provide monthly invoices to City. The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in Attachment D to this AGREEMENT, to reasonably substantiate the invoices. Payments for services rendered shall be made in accordance with the Texas Prompt Payment Act (Texas Government Code Ch. 2251). Acceptance by Engineer of said payment shall release City from all claims or liabilities under this Agreement for anything related to, performed, or furnished in connection with the Services for which payment is made, including any act or omission of City in connection with such Services. Article III Term Time is of the essence. Unless otherwise terminated pursuant to Article VI. D. herein, this Agreement shall be for a term beginning upon the effective date, as described below, and shall continue until the expiration of the funds or completion of the subject matter contemplated herein pursuant to the schedule, whichever occurs first. Unless specifically otherwise amended, the original term shall not exceed five years from the original effective date: City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services OFFICIAL RECORD Revised Date:May 7,2021 Page 1 of 14 CITY SECRETARY FT. WORTH, TX Article IV Obligations of the Engineer A. General The ENGINEER will serve as the CITY's professional engineering representative under this Agreement, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing under the same or similar circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:May 7,2021 Page 2 of 14 D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the contract documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the contract documents, nor shall anything in the contract documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the contract documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the contract documents. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:May 7,2021 Page 3 of 14 F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the contract documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are no other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:May 7,2021 Page 4 of 14 I. Business Equity Participation City has goals for the full and equitable participation of minority business and/or women business enterprises in City contracts greater than $100,000. In accordance with the City's Business Equity Ordinance (Ordinance No. 24535-11-2020 as codified in Chapter 20, Article X of the City's Code of Ordinances, as amended, and any relevant policy or guidance documents), the City has goals for the full and equitable participation of minority business and/or women business enterprises in City contracts greater than $100,000. Engineer acknowledges the MBE and WBE goals established for this contract and its execution of this Agreement is Engineer's written commitment to meet the prescribed MBE and WBE participation goals. Any misrepresentation of facts (other than a negligent misrepresentation)and/or the commission of fraud by the Engineer may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. J. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this contract. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER 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 ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to reproduce such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of hard copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:May 7,2021 Page 5 of 14 K. INSURANCE Engineer shall not commence work under this Agreement until it has obtained all insurance required under Attachment F and City has approved such insurance. L. Independent Consultant The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. M. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. N. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. O. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this Agreement was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this Agreement which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:May 7,2021 Page 6 of 14 P. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment D to this AGREEMENT. Article V Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the project schedule prepared in accordance with Attachment D. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:May 7,2021 Page 7 of 14 F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER's negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the project. G. Contractor Indemnification The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at the construction site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this Agreement. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:May 7,2021 Page 8 of 14 I. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. J. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. Article VI General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. C. Force Majeure CITY and ENGINEER 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, including, but not limited to: acts of the public enemy, fires, strikes, lockouts, natural disasters, epidemics/pandemics, wars, riots, material or labor restrictions by any governmental authority and/or any other similar causes. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:May 7,2021 Page 9 of 14 D. Termination (1) This AGREEMENT may be terminated a.) by the City for its convenience upon 30 days' written notice to ENGINEER. b.) by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days' written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a.) Reasonable cost of reproduction or electronic storage of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b.) The reasonable time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all projected termination expenses. The CITY'S approval shall be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. F. Indemnification The ENGINEER shall indemnify or hold harmless the CITY against liability for any damage committed by the ENGINEER or ENGINEER's agent, consultant under contract, or another entity over which the ENGINEER exercises control to the extent that the damage is caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier. CITY City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:May 7,2021 Page 10 of 14 is entitled to recover its reasonable attorney's fees in proportion to the ENGINEER's liability. G. Assignment ENGINEER shall not assign all or any part of this AGREEMENT without the prior written consent of CITY. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Tarrant County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Articles V.F., VI.B., VI.D., VI.F., VI.H., and VI.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER agrees to defend, indemnify and hold harmless CITY and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. K. Contract Construction/No Waiver The parties acknowledge that each Party and, if it so chooses, its counsel, have reviewed and revised Agreement and that the normal rule of contract construction, to the effect that any ambiguities are to be resolved against the drafting party, must not be employed in the interpretation of Agreement or any amendments or exhibits hereto. The failure of CITY or ENGINEER to insist upon the performance of any term or provision of this Agreement City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:May 7,2021 Page 11 of 14 or to exercise any right granted herein shall not constitute a waiver of CITY's or ENGINEER's respective right to insist upon appropriate performance or to assert any such right on any future occasion. L. Immigration Nationality Act ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this Agreement for violations of this provision by ENGINEER. M. Prohibition On Contracts With Companies Boycotting Israel ENGINEER acknowledges that in accordance with Chapter 2271 of the Texas Government Code, CITY is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, ENGINEER certifies that ENGINEER'S signature provides written verification to the CITY that ENGINEER: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the contract. City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services Revised Date:May 7,2021 Page 12 of 14 This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: Attachment A- Scope of Services Attachment B - Compensation Attachment C -Amendments to Standard Agreement for Engineering Services Attachment D - Project Schedule Attachment E - Location Map Attachment F— Insurance Requirements Duly executed by each party's designated representative to be effective on the date subscribed by the City's designated Assistant City Manager. BY: BY: CITY OF FORT WORTH ENGINEER Freese and Nichols, Inc Dana Burghdoff(J 6,2021 C&N CDT) Dana Burghdoff Assistant City Manager Murphy H. Parks, P.E. Principal & Vice-President Date:Jut 6,2021 Date: June 23, 2021 APPROVAL RECOMMENDED: * . By:wj(Jun M,202 15:00 CDT) William M. Johnson Director, Transportation and Public Works Department 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. Cannon R. Henry Stormwater Infrastructure Manager City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services OFFICIAL RECORD Revised Date:May 7,2021 Page 13 of 14 CITY SECRETARY FT. WORTH, TX APPROVED AS TO FORM AND LEGALITY By:DBlack(Jul 2,202111:48 CDT Douglas W. Black Assistant City Attorney ATTEST: 00 �� FORT°woad Form 1295 No. 2021-767260 Ronald Gonzales pv o° o*d M&C No.: N/A Acting City Secretary a� °°°°°°°°°°°°° a aa�nEXPsa�p M&C Date: City of Fort Worth,Texas Standard Agreement for Engineering Related Design Services OFFICIAL RECORD Revised Date:May 7,2021 Page 14 of 14 CITY SECRETARY FT. WORTH, TX FDRT WORTH ATTACHMENT "A" Scope for On-Call Professional Engineering Services Related to Dam Safety Protects The scope set forth herein defines the work to be performed by the Engineer in completing the project. Both the City and Engineer have attempted to clearly define the work to be performed and address the needs of the Project. OBJECTIVE The City of Fort Worth owns, operates, and maintains multiple dams and TPW's Stormwater Infrastructure Management (SWIM) acts as the City's point of contact with the Texas Commission on Environmental Quality (TCEQ). TCEQ Dam Safety Rules (30 TAC 299.1- 299.7) requires an owner of a dam to be solely responsible for maintaining the dam and reservoir, including all appurtenant works in a safe condition throughout the life of the structure, and the owner shall keep and maintain records with respect to maintenance, operation, and engineering inspection results conducted to safeguard life and property. The purpose of the following On-Call scope is to assist the City in complying with State dam safety laws. WORK TO BE PERFORMED ON-CALL PROFESSIONAL ENGINEERING SERVICES Engineer will provide Professional Engineering Services on an on-call basis. The scope is not specific to any project and will be defined by the City at the time of need. In general, the scope is anticipated to involve dam safety related issues of various City owned embankments. However, at the request of the City, the on-call scope of work may also be applied to privately owned dams within the City. Potential dam safety services may include, but are not limited, to the following examples: • Assist City in annual EAP updates • Facilitate and participate in an EAP table top exercise • Consultation on maintenance inspection of City owned dams • Train City staff to perform maintenance inspections of City owned dams • Consultation on TCEQ recommendations and assistance with follow up documentation and communication • Consultation on dam maintenance activities (i.e. tree and vegetation removal) • Consultation on new dam acquisitions • Develop standard concrete spall and concrete joint treatment repair details • Support City staff implementation of EAPs during and after emergency situations • Provide project management or construction management services for projects that the City elects to outsource a portion of its administration duties City of Fort Worth,Texas Attachment A PMO Release Date:07.23.2012 Page 1 of 4 FART WORTH • Provide construction plan review, constructability services, and cost analysis on dam safety related projects completed by other consultants • Assist the City in seeking state and federal grant opportunities • Develop updates of existing EAP H&H models, breach analyses, and breach inundation maps • Develop upgrade alternatives to upgrade City owned dams to comply with TCEQ hydrologic capacity criteria TIME OF COMPLETION Engineer will respond to inquires from the City within 5 business days. The initial 5-day timeline is for the Engineer to acknowledge the inquire and provide a reasonable specific timeline for a thorough response. Engineer will support the City with general support related to the City's Dam Safety Program as requested by the City. COMPENSATION Compensation to Engineer shall be based on the rate schedule included in Attachment B — Compensation. The total fee paid by the City for the On-Call Professional Engineering Services Related to Dam Safety Projects shall not exceed a total of$95,000 unless the City and Engineer mutually agree upon a fee amount for additional services and amend this agreement accordingly. City of Fort Worth,Texas Page 2 of 4 Attachment A PMO Release Date:02.06.2015 Page 2 of 4 ATTACHMENT B COMPENSATION On-Call Professional Engineering Services Related to Dam Safety Projects Time and Materials with Rate Schedule Project I. Compensation A. The ENGINEER shall be compensated in an hourly amount not-to-exceed $95,000.00 for personnel time, non-labor expenses, and subcontract expenses in performing services enumerated in Attachment A as follows: i. Personnel Time. Personnel time shall be compensated based upon hours worked directly in performing the PROJECT multiplied by the appropriate Labor Category Rate for the ENGINEER's team member performing the work and includes all direct salaries, overhead, and profit. Labor Category Rate as presented in the rate schedule table below is the rate for each labor category performing the work and includes all direct salaries, overhead, and profit. LABOR CATEGORY RATE Professional - 1 113 Professional -2 137 Professional -3 156 Professional -4 178 Professional -5 209 Professional -6 240 Construction Manager- 1 91 Construction Manager-2 117 Construction Manager-3 138 Construction Manager-4 173 CAD Technician/Desi ner- 1 96 CAD Technician/Desi ner- 2 126 CAD Technician/Desi ner- 3 153 Corporate Project Support- 1 92 Corporate Project Support-2 111 Corporate Project Support- 3 148 Intern/Coop 57 **Provided rates are 2021 rates,which will be adjusted annually in February. ii. Non-Labor Expenses. Non-labor expenses shall be reimbursed as Direct Expenses at invoice or internal office cost. Direct Expenses (non-labor) include, but are not limited to, mileage, travel and lodging, expenses, mail, supplies, printing and reproduction services, other direct expenses associated with delivery of the work; plus applicable sales, use, value added, business transfer, gross receipts, or other similar taxes. City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 1 of 4 B-1 ATTACHMENT B COMPENSATION iii. Subcontract Expenses. Subcontract expenses and outside services shall be reimbursed at cost to ENGINEER plus a markup of ten percent (10%). iv. Budgets. ENGINEER will make reasonable efforts to complete the work within the budget and will keep the City informed of progress toward that end so that the budget or work effort can be adjusted if found necessary. ENGINEER is not obligated to incur costs beyond the indicated budgets, as may be adjusted, nor is the City obligated to pay ENGINEER beyond these limits. If ENGINEER projects, in the course of providing the necessary services that the PROJECT cost presented in Article 2 of this Agreement will be exceeded, whether by change in scope of the project, increased costs or other conditions, the ENGINEER shall immediately report such fact to the City and, if so instructed by the City, shall suspend all work hereunder. When any budget has been increased, ENGINEER'S excess costs expended prior to such increase will be allowable to the same extent as is such costs had been incurred after the approved increase. B. The Engineer shall be paid monthly payments as described in Section II — Method of Payment. II. Method of Payment A. The ENGINEER shall be paid by the City based upon an invoice created on the basis of statements prepared from the books and records of account of the ENGINEER, based on the actual hours and costs expended by the ENGINEER in performing the work. B. Each invoice shall be verified as to its accuracy and compliance with the terms of this Agreement by an officer of the ENGINEER. C. ENGINEER shall prepare and submit invoices in the format and including content as presented in Exhibit B-1. D. Payment of invoices will be subject to certification by the City that such work has been performed. III. Progress Reports. The ENGINEER shall prepare and submit to the designated representative of the Transportation and Public Works Department monthly progress reports and schedules in the format required by the City. City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 2 of 4 B-2 ATTACHMENT B COMPENSATION IV. Summary of Total Project Fees Order Fees Firm Primary Responsibility Fee Amount % Prime Consultant Freese and Nichols, Inc. On-Call Dam Safety Projects $95,000.00 100.00% Prime Consultant Total: $95,000.00 100.00% MBE/SBE Sub-Consultants None None $0.00 0.00% Proposed MBE/SBE Sub-Consultants Total: $0.00 0.00% Non-MBE/SBE Consultants None None $0.00 0.00% Non-MBE/SBE Consultants Total: $0.00 0.00% TOTAL $95,000.00 100.0% Project Number& Name Total Fee MBE/SBE Fee MBE/SBE On-Call Professional Engineering Services Related to Dam Safety $95,000.00 $0.00 0.00% Projects City MBE/SBE Goal = 0.00% Consultant Committed Goal = 0.00% City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 3 of 4 B-3 EXHIBIT "13-1" ENGINEER INVOICE (Supplement to Attachment B) Insert required invoice format following this page, including negotiated total budget and allocations of budgets across desired work types and work phases. City of Fort Worth,Texas Attachment B PMO Official Release Date:8.09.2012 Page 4 of 4 B-4 ATTACHMENT "C" CHANGES AND AMENDMENTS TO STANDARD AGREEMENT On-Call Professional Engineering Services Related to Dam Safety Projects No changes proposed. City of Fort Worth,Texas Attachment C PMO Release Date:05.19.2010 Page 1 of 1 FORT WORTH ATTACHMENT "D" PROJECT SCHEDULE On-Call Professional Engineering Services Related to Dam Safety Projects Project schedules will be developed on an individual task order basis. City of Fort Worth,Texas Attachment D Revision Date:07.20.2018 Page 1 of 1 F f $� Note:The project involves areas across the 7'i City that have yet to be identified. Dam '` - ---- - LOUGHRIDGE safety services are anticipated to occur for LAKE DAM � locations shown on this map but will be further identified on a task order basis. L , LJ I--1 i L \ 26 }�y L' g 377 12 -t 183 -FOSDIC /LAKE DAM- LAKE 18 -COMO 0 0 DAM 30� 80 LUTHER LAKE , DAM I WILLOW CREEK ECHO i � ') LAKE DAM LAKE.DAM 287 —` �J L-AKE� GREENBRIAR FRENCH -DAM` -_ --- - LAKE DAM -, -'- -- Legend o s,000 10,000 20,000 Feet - Dam Locations Fe r L_ FN JOB NO OFF19041 EXHIBIT FILE �17INICHOLS Attachment E - Location Map DATE wonmla�ua: 4055 International Plaza,Suite 200 a 4/8/2019 Fort Worth,TX 76109-4895 SCALE E 917-735-73001 www.freese.com Fort Worth,TA DRAFTED 1:1z9,Jz9 92801 Path:C:\Users\02801\Desktop\FNI_Working\MurphyParks\20190408\FWDam,Locations.nixd EXHIBIT F CITY OF FORT WORTH STANDARD INSURANCE REQUIREMENTS (1) INSURANCE LIMITS a. Commercial General Liability — Insured shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance as follows: $1,000,000 each occurrence $2,000,000 aggregate If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this Project or location. i. City shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to City. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless City specifically approves such exclusions in writing. ii. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered bythe commercial general liability or commercial umbrella liability insurance maintained in accordance with Agreement. b. Business Auto — Insured shall maintain business auto liability and, if necessary, commercial umbrella liability insurance as follows: $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Such insurance shall cover liability arising out of "any auto", including owned, hired, and non-owned autos, when said vehicle is used in the course of Insured's business and/or the Project. If Insured owns no vehicles, coverage for hired or non-owned autos is acceptable. Insured waives all rights against City and its agents,officers,directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by Insured pursuant to this Agreement or under any applicable auto physical damage coverage. CFW Standard Insurance Requirements Page 1 of 3 Rev. 5.04.21 c. Workers' Compensation — Insured shall maintain workers compensation and employer's liability insurance and, if necessary, commercial umbrella liability insurance as follows: Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee Insured waives all rights against City and its agents,officers,directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer's liability or commercial umbrella insurance obtained by Insured pursuant to this Agreement. d. Professional Liability (Errors & Omissions) — Insured shall maintain professional liability insurance as follows: $1,000,000 - Each Claim Limit $2,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be written on a claims-made basis, and maintained for the duration of the contractual agreement and for five (5) years following completion of services provided. The policy shall contain a retroactive date prior or equal to the Effective Date of the Agreement or the first date of services to be performed, whichever is earlier. An annual certificate of insurance shall be submitted to City to evidence coverage. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that Insured has obtained all required insurance shall be attached to Agreement concurrent with its execution. Any failure to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. b. Applicable policies shall be endorsed to name City as an Additional Insured, as its interests may appear, and must afford the City the benefit of any defense provided by the policy. The term City shall include its employees, officers, officials, and agents as respects the contracted services.Applicable policies shall each be endorsed with a waiver of subrogation in favor of City with respect to the Project. c. Certificate(s) of insurance shall document that insurance coverage limits specified in this Agreement are provided under applicable policies documented thereon. Insured's insurance policy(s) shall be endorsed to provide that said insurance is primary protection and any self-funded or CFW Standard Insurance Requirements Page 2 of 3 Rev. 5.04.21 commercial coverage maintained by City shall not be called upon to contribute to loss recovery. Insured's liability shall not be limited to the specified amounts of insurance required herein. d. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups. City must approve in writing any alternative coverage for it to be accepted. e. A minimum of thirty (30) days' notice of cancellation or material change in coverage shall be provided to City. A ten (10)days'notice shall be acceptable in the event of non-payment of premium. f. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A:VII or equivalent measure of financial strength and solvency as determined by the City's Risk Management division. g. Any deductible or self-insured retention in excess of $25,000 that would change or alter the requirements herein is subject to approval in writing by City, if coverage is not provided on a first-dollar basis. City, at its sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups.Dedicated financial resources or letters of credit may also be acceptable to City. h. In the course of the Agreement, Insured shall report, in a timely manner, to City's Risk Management Department with additional notice to the Contract Compliance Manager, any known loss or occurrence which could give rise to a liability claim or lawsuit against City or which could result in a property loss. i. City shall be entitled, upon its request and without incurring expense, to review Insured's insurance policies including endorsements thereto and, at City's discretion, Insured may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims- made basis, shall contain a retroactive date coincident Wth or priorto the date of this Agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages,whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the Project until final payment and termination of any coverage required to be maintained after final payments. I. City shall not be responsible for the direct payment of any insurance premiums required by Agreement. m. Subcontractors of Insured shall be required by Insured to maintain the same or reasonably equivalent insurance coverage as required for Insured. Upon City's request, Insured shall provide City with documentation thereof. CFW Standard Insurance Requirements Page 3 of 3 Rev. 5.04.21 Policy#42UUNOL5238 COMMERCIAL GENERAL LIABILITY OVERAGE FORM Various provisions in this policy restrict coverage. (1) The "bodily injury" or"property damage" is Read the entire policy carefully to determine rights, caused by an "occurrence" that takes duties and what is and is not covered. place in the "coverage territory"; Throughout this policy the words "you" and "your" (2) The "bodily injury" or "property damage" refer to the Named Insured shown in the occurs during the policy period; and Declarations, and any other person or organization (3) Prior to the policy period, no insured listed qualifying as a Named Insured under this policy. The under Paragraph 1. of Section II - Who Is words "we", "us' and "our" refer to the stock An Insured and no "employee" authorized insurance company member of The Hartford by you to give or receive notice of an providing this insurance. "occurrence" or claim, knew that the The word "insured" means any person or "bodily injury" or "property damage" had organization qualifying as such under Section II - occurred, in whole or in part. If such a Who Is An Insured. listed insured or authorized "employee" Other words and phrases that appear in quotation knew, prior to the policy period, that the marks have special meaning. Refer to Section V - "bodily injury" or "property damage" Definitions. occurred, then any continuation, change SECTION I -OVERAGES or resumption of such "bodily injury" or "property damage" during or after the COVERAGE A BODILY INJURY AND PROPERTY policy period will be deemed to have been DAMAGE LIABILITY known prior to the policy period. 1. Insuring Agreement c. "Bodily injury" or "property damage" will be a. We will pay those sums that the insured deemed to have been known to have becomes legally obligated to pay as damages occurred at the earliest time when any because of "bodily injury" or "property insured listed under Paragraph 1. of Section II damage" to which this insurance applies. We - Who Is An Insured or any "employee" will have the right and duty to defend the authorized by you to give or receive notice of insured against any "suit" seeking those an "occurrence" or claim: damages. However, we will have no duty to (1) Reports all, or any part, of the "bodily defend the insured against any "suit" seeking injury" or "property damage" to us or any damages for "bodily injury" or "property other insurer; damage" to which this insurance does not (2) Receives a written or verbal demand or apply. We may, at our discretion, investigate claim for damages because of the "bodily any"occurrence" and settle any claim or"suit" injury" or"property damage"; or that may result. But: (3) Becomes aware by any other means that (1) The amount we will pay for damages is "bodily injury" or "property damage" has limited as described in Section III - Limits occurred or has begun to occur. Of Insurance; and (2) Our right and duty to defend ends when d. Damages because of "bodily injury" include damages claimed by any person or we have used up the applicable limit of organization for care, loss of services or insurance in the payment of judgments or death resulting at any time from the "bodily settlements under Coverages A or B or injury". medical expenses under Coverage C. e• Incidental Medical Malpractice And Goad Na other obligation or liability to pay sums or Samaritan Coverage perform acts or services is covered unless explicitly provided for under Supplementary "Bodily injury" arising out of the rendering of Payments- Coverages A and B. or failure to render the following health care services by any "employee" or "volunteer b. This insurance applies to "bodily injury" and worker" shall be deemed to be caused by an It damage" only if: "occurrence"for: HG Da 01 09 16 Page 1 of 21 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Policy#42UUNOL5238 (1) Professional health care services such as: (a) Liability to such party for, or for the (a) Medical, surgical, dental, laboratory, x- cost of, that party's defense has also ray or nursing services or treatment, been assumed in the same "insured advice or instruction, or the related contract"; and furnishing of food or beverages; (b)Such attorney fees and litigation (b)Any health or therapeutic service, expenses are for defense of that party treatment, advice or instruction; or against a civil or alternative dispute resolution proceeding in which (c) The furnishing or dispensing of drugs damages to which this insurance or medical, dental, or surgical supplies applies are alleged. or appliances; or (2) First aid services, which include: c. Liquor Liability "Bodily injury" or "property damage" for which (a) Cardiopulmonary resuscitation, any insured may be held liable by reason of: whether performed manually or with a defibrillator; or (1) Causing or contributing to the intoxication (b)Services performed as a Good of any person; Samaritan. (2) The furnishing of alcoholic beverages to a For the purpose of determining the limits of person under the legal drinking age or insurance, any act or omission together with under the influence of alcohol; or all related acts or omissions in the furnishing (3) Any statute, ordinance or regulation of these services to any one person will be relating to the sale, gift, distribution or use considered one "occurrence". of alcoholic beverages. However, this Incidental Medical Malpractice This exclusion applies even if the claims And Good Samaritan Coverage provision against any insured allege negligence or applies only if you are not engaged in the other wrongdoing in: business or occupation of providing any of the (a) The supervision, hiring, employment, services described in this provision. training or monitoring of others by that 2. Exclusions insured; or This insurance does not apply to: (b) Providing or failing to provide a. Expected Or Intended Injury transportation with respect to any person that may be under the influence "Bodily injury" or "property damage" expected of alcohol; or intended from the standpoint of the if the "occurrence" which caused the "bodily insured. This exclusion does not apply to injury" or "property damage", involved that "bodily injury" or "property damage" resulting which is described in Paragraph (1), (2) or (3) from the use of reasonable force to protect above. persons or property. b. Contractual Liability However, this exclusion applies only if you are in the business of manufacturing, "Bodily injury" or "property damage" for which distributing, selling, serving or furnishing the insured is obligated to pay damages by alcoholic beverages. For the purposes of this reason of the assumption of liability in a exclusion, permitting a person to bring contract or agreement. This exclusion does alcoholic beverages on your premises, for not apply to liability for damages: consumption on your premises, whether or (1) That the insured would have in the not a fee is charged or a license is required absence of the contract or agreement; or for such activity, is not by itself considered the (2) Assumed in a contract or agreement that business of selling, serving or furnishing is an insured contract", provided the alcoholic beverages. "bodily injury" or "property damage" d. Workers' Compensation And Similar Laws occurs subsequent to the execution of the Any obligation of the insured under a workers' contract or agreement. Solely for the compensation, disability benefits or purposes of liability assumed in an unemployment compensation law or any "insured contract", reasonable attorney similar law. fees and necessary litigation expenses e. Employer's Liability incurred by or for a party other than an insured are deemed to be damages "Bodily injury"to: because of "bodily injury" or "property (1) An "employee"of the insured arising out of damage", provided: and in the course of: Page 2 of 21 HG 00 01 09 16 Policy#42UUNOL5238 (a) Employment by the insured; or (c) Which are or were at any time (b) Performing duties related to the transported, handled, stored, treated, conduct of the insured's business; or disposed of, or processed as waste by (2) The spouse, child, parent, brother or sister or for: of that "employee" as a consequence of (i) Any insured; or Paragraph (1) above. (ii) Any person or organization for This exclusion applies: whom you may be legally (1) Whether the insured may be liable as an responsible; employer or in any other capacity; and (d)At or from any premises, site or (2) To any obligation to share damages with location on which any insured or any or repay someone else who must pay contractors or subcontractors working damages because of the injury. directly or indirectly on any insured's This exclusion does not apply to liability behalf are performing operations if the "pollutants" are brought on or to the assumed by the insured under an "insured premises, site or location in connection contract . f. Pollution with such operations by such insured, contractor or subcontractor. However, (1) "Bodily injury" or "property damage" this subparagraph does not apply to: arising out of the actual, alleged or (i) "Bodily injury" or "property damage" threatened discharge, dispersal, seepage, arising out of the escape of fuels, migration, release or escape of "pollutants": lubricants or other operating fluids which are needed to perform the (a) At or from any premises, site or normal electrical, hydraulic or location which is or was at any time mechanical functions necessary for owned or occupied by, or rented or the operation of"mobile equipment" loaned to, any insured. However, this or its parts, if such fuels, lubricants subparagraph does not apply to: or other operating fluids escape (i) "Bodily injury" if sustained within a from a vehicle part designed to building and caused by smoke, hold, store or receive them. This fumes, vapor or soot produced by exception does not apply if the or originating from equipment that "bodily injury" or "property damage" is used to heat, cool or dehumidify arises out of the intentional the building, or equipment that is discharge, dispersal or release of used to heat water for personal the fuels, lubricants or other use, by the building's occupants or operating fluids, or if such fuels, their guests; lubricants or other operating fluids (ii) "Bodily injury" or "property damage" are brought on or to the premises, for which you may be held liable, if site or location with the intent that you are a contractor and the owner they be discharged, dispersed or or lessee of such premises, site or released as part of the operations location has been added to your being performed by such insured, policy as an additional insured with contractor or subcontractor; respect to your ongoing operations (ii) "Bodily injury" or "property damage" performed for that additional sustained within a building and insured at that premises, site or caused by the release of gases, location and such premises, site or fumes or vapors from materials location is not and never was brought into that building in owned or occupied by, or rented or connection with operations being loaned to, any insured, other than performed by you or on your behalf that additional insured; or by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes arising out of heat, smoke or fumes from a "hostile fire"; from a "hostile fire"; or (b)At or from any premises, site or (e) At or from any premises, site or location which is or was at any time location on which any insured or any used by or for any insured or others for contractors or subcontractors working the handling, storage, disposal, directly or indirectly on any insured's processing or treatment of waste; behalf are performing operations if the HG 00 01 09 16 Page 3 of 21 Policy#42UUNOL5238 operations are to test for, monitor, (4) Liability assumed under any "insured clean up, remove, contain, treat, contract" for the ownership, maintenance detoxify or neutralize, or in any way or use of aircraft or watercraft; respond to, or assess the effects of, (5) "Bodily injury" or "property damage" "pollutants". arising out of: (2) Any loss, cost or expense arising out of (a) The operation of machinery or any: equipment that is attached to, or part (a) Request, demand, order or statutory or of, a land vehicle that would qualify regulatory requirement that any under the definition of "mobile insured or others test for, monitor, equipment" if it were not subject to a clean up, remove, contain, treat, compulsory or financial responsibility detoxify or neutralize, or in any way law or other motor vehicle insurance respond to, or assess the effects of, law where it is licensed or principally "pollutants"; or garaged; or (b)Claim or suit by or on behalf of a (b) The operation of any of the machinery governmental authority for damages or equipment listed in Paragraph f.(2) because of testing for, monitoring, or f.(3) of the definition of "mobile cleaning up, removing, containing, equipment"; or treating, detoxifying or neutralizing, or (6) An aircraft that is not owned by any in any way responding to, or assessing insured and is hired, chartered or loaned the effects of, "pollutants". with a paid crew. However, this exception However, this paragraph does not apply to does not apply if the insured has any other liability for damages because of "property insurance for such "bodily injury" or damage" that the insured would have in "property damage", whether the other the absence of such request, demand, insurance is primary, excess, contingent order or statutory or regulatory or on any other basis. requirement, or such claim or "suit" by or h. Mobile Equipment on behalf of a governmental authority. "Bodily injury" or "property damage" arising g. Aircraft, Auto Or Watercraft out of: "Bodily injury" or "property damage" arising (1) The transportation of "mobile equipment" out of the ownership, maintenance, use or by an "auto" owned or operated by or entrustment to others of any aircraft, "auto" or rented or loaned to any insured; or watercraft owned or operated by or rented or (2) The use of"mobile equipment" in, or while loaned to any insured. Use includes operation in practice for, or while being prepared for, and "loading or unloading". any prearranged racing, speed, This exclusion applies even if the claims demolition, or stunting activity. against any insured allege negligence or i. War other wrongdoing in the supervision, hiring, employment, training or monitoring of others "Bodily injury" or "property damage", however by that insured, if the "occurrence" which caused, arising, directly or indirectly, out of: caused the "bodily injury" or "property (1) War, including undeclared or civil war; damage" involved the ownership, (2) Warlike action by a military force, including maintenance, use or entrustment to others of action in hindering or defending against an any aircraft, "auto" or watercraft that is owned actual or expected attack, by any or operated by or rented or loaned to any government, sovereign or other authority insured. using military personnel or other agents; This exclusion does not apply to: or (1) A watercraft while ashore on premises you (3) Insurrection, rebellion, revolution, usurped own or rent; power, or action taken by governmental (2) A watercraft you do not own that is: authority in hindering or defending against (a) Less than 51 feet long; and any of these. (b) Not being used to carry persons for a 1• Damage To Property charge; "Property damage"to: (3) Parking an "auto" on, or on the ways next (1) Property you own, rent, or occupy, to, premises you own or rent, provided the including any costs or expenses incurred "auto" is not owned by or rented or loaned by you, or any other person, organization to you or the insured; or entity, for repair, replacement, Page 4 of 21 HG 00 01 09 16 Policy#42UUNOL5238 enhancement, restoration or maintenance m. Damage To Impaired Property Or Property of such property for any reason, including Not Physically Injured prevention of injury to a person or damage "Property damage" to "impaired property" or to another's property; property that has not been physically injured, (2) Premises you sell, give away or abandon, arising out of: if the "property damage" arises out of any (1) A defect, deficiency, inadequacy or part of those premises; dangerous condition in "your product" or (3) Property loaned to you; "your work"; or (4) Personal property in the care, custody or (2) A delay or failure by you or anyone acting control of the insured; on your behalf to perform a contract or (5) That particular part of real property on agreement in accordance with its terms. which you or any contractors or This exclusion does not apply to the loss of subcontractors use of other property arising out of sudden working directly or indirectly on your behalf and accidental physical injury to "your are performing operations, if the "property product" or "your work" after it has been put damage"arises out of those operations; or to its intended use. (6) That particular part of any property that n. Recall Of Products, Work Or Impaired must be restored, repaired or replaced Property because your work was incorrectly performed on it. Damages claimed for any loss, cost or Paragraphs (1), (3) and (4) of this exclusion expense incurred by you or others for the loss do not apply to "property damage" (other than of use, withdrawal, recall, inspection, repair, damage by fire) to premises, including the replacement, adjustment, removal or disposal contents of such premises, rented to you for a of: period of seven or fewer consecutive days. A (1) "Your product"; separate limit of insurance applies to Damage (2) "Your work"; or To Premises Rented To You as described in (3) "Impaired property"; Section III - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if such product, work, or property is withdrawn if the premises are "your work" and were or recalled from the market or from use by never occupied, rented or held for rental by any person or organization because of a you. known or suspected defect, deficiency, Paragraphs (3) and (4) of this exclusion do inadequacy or dangerous condition in it. not apply to "property damage" arising from o. Personal And Advertising Injury the use of elevators. "Bodily injury" arising out of "personal and Paragraphs (3), (4), (5) and (6) of this advertising injury". exclusion do not apply to liability assumed p. Access or Disclosure Of Confidential Or under a sidetrack agreement. Personal Information And Data-related Paragraphs (3) and (4) of this exclusion do Liability not apply to "property damage" to borrowed Damages arising out of: equipment while not being used to perform (1) Any access to or disclosure of any operations at the job site. person's or organization's confidential or Paragraph (6) of this exclusion does not apply personal information, including patents, to "property damage" included in the trade secrets, processing methods, "products-completed operations hazard". customer lists, financial information, credit k. Damage To Your Product card information, health information or any "Property damage" to "your product" arising other type of nonpublic information; or out of it or any part of it. (2) The loss of, loss of use of, damage to, I. Damage To Your Work corruption of, inability to access, or "Property damage" to "your work" arising out inability to manipulate electronic data. of it or any part of it and included in the This exclusion applies even if damages are "products-completed operations hazard". claimed for notification costs, credit This exclusion does not apply if the damaged monitoring expenses, forensic expenses, work or the work out of which the damage public relations expenses or any other loss, arises was performed on your behalf by a cost or expense incurred by you or others subcontractor. 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 detoxifying or neutralizing or in any applies, this exclusion does not apply to way responding to or assessing the damages because of"bodily injury". effects of an "asbestos hazard". As used in this exclusion, electronic data s. Recording And Distribution Of Material Or means information, facts or programs stored Information In Violation Of Law as or on, created or used on, or transmitted to "Bodily injury" or "property damage" arising or from computer software, including systems directly or indirectly out of any action or and applications software, hard or floppy omission that violates or is alleged to violate: disks, CD-ROMS, tapes, drives, cells, data (1) The Telephone Consumer Protection Act processing devices or any other media which (TCPA), including any amendment of or are used with electronically controlled addition to such law; equipment. q. Employment-Related Practices (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; "Bodily injury"to: (3) The Fair Credit Reporting Act (FCRA), and (1) A person arising out of any "employment- an amendment of or addition to such law, related practices"; or y p including the Fair and Accurate Credit (2) The spouse, child, parent, brother or sister Transaction Act(FACTA); or of that person as a consequence of"bodily (4) Any federal, state or local statute, injury" to that person at whom any ordinance or regulation, other than the "employment-related practices" are TCPA or CAN-SPAM Act of 2003 or FCRA directed. and their amendments and additions, that This exclusion applies: addresses, prohibits or limits the printing, (1) Whether the injury-causing event dissemination, disposal, collecting, described in the definition of"employment- recording, sending, transmitting, related practices" occurs before communicating or distribution of material employment, during employment or after or information. employment of that person; Damage To Premises Rented To You - (2) Whether the insured may be liable as an Exception For Damage By Fire, Lightning Or employer or in any other capacity; and Explosion (3) To any obligation to share damages with Exclusions c. through h. and j. through n. do not or repay someone else who must pay apply to damage by fire, lightning or explosion to damages because of the injury. premises while rented to you or temporarily r. Asbestos occupied by you with permission of the owner. A separate limit of insurance applies to this (1) Bodily injury or property damage coverage as described in Section III - Limits Of arising out of the "asbestos hazard". Insurance. (2) Any damages, judgments, settlements, COVERAGE B PERSONAL AND ADVERTISING loss, costs or expenses that: INJURY LIABILITY (a) May be awarded or incurred by reason 1. Insuring Agreement of any claim or suit alleging actual or a. We will pay those sums that the insured threatened injury or damage of any becomes legally obligated to pay as damages nature or kind to persons or property which would not have occurred in because of "personal and advertising injury" whole or in part but for the "asbestos to which this insurance applies. We will have hazard"; the right and duty to defend the insured against any "suit" seeking those damages. (b)Arise out of any request, demand, However, we will have no duty to defend the order or statutory or regulatory insured against any "suit" seeking damages requirement that any insured or others for "personal and advertising injury" to which test for, monitor, clean up, remove, this insurance does not apply. We may, at our encapsulate, contain, treat, detoxify or discretion, investigate any offense and settle neutralize or in any way respond to or any claim or"suit" that may result. But: assess the effects of an "asbestos (1) The amount we will pay for damages is hazard"; or limited as described in Section III - Limits (c) Arise out of any claim or suit for Of Insurance; and damages because of testing for, (2) Our right and duty to defend end when we monitoring, cleaning up, removing, encapsulating, containing, treating, 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 h. Wrong Description Of Prices medical expenses under Coverage C. "Personal and advertising injury" arising out of No other obligation or liability to pay sums or the wrong description of the price of goods, perform acts or services is covered unless products or services. explicitly provided for under Supplementary i. Infringement Of Intellectual Property Payments- Coverages A and B. Rights b. This insurance applies to "personal and (1) "Personal and advertising injury" arising advertising injury" caused by an offense out of any actual or alleged infringement arising out of your business but only if the or violation of any intellectual property offense was committed in the "coverage rights such as copyright, patent, territory" during the policy period. trademark, trade name, trade secret, trade 2. Exclusions dress, service mark or other designation This insurance does not apply to: of origin or authenticity; or a. Knowing Violation Of Rights Of Another (2) Any injury or damage alleged in any clam "Personal and advertising injury" arising out of or "suit" that also alleges an infringement an offense committed by, at the direction or or violation of any intellectual propertyright, whether such allegation of with the consent or acquiescence of the infringement or violation is made by you or insured with the expectation of inflicting by any other party involved in the claim or "personal and advertising injury". "suit", regardless of whether this b. Material Published With Knowledge Of insurance would otherwise apply. Falsity However, this exclusion does not apply if the "Personal and advertising injury" arising out of only allegation in the claim or "suit" involving oral, written or electronic publication, in any any intellectual property right is limited to: manner, of material, if done by or at the (1) Infringement, in your"advertisement", of: direction of the insured with knowledge of its falsity. (a) Copyright; c. Material Published Prior To Policy Period (b) Slogan; or "Personal and advertising injury" arising out of (c) Title of any literary or artistic work; or oral, written or electronic publication, in any (2) Copying, in your "advertisement", a manner, of material whose first publication person's or organization's "advertising took place before the beginning of the policy idea" or style of"advertisement". period. j. Insureds In Media And Internet Type d. Criminal Acts Businesses "Personal and advertising injury" arising out of "Personal and advertising injury" committed a criminal act committed by or at the direction by an insured whose business is: of the insured. (1) Advertising, broadcasting, publishing or e. Contractual Liability telecasting; "Personal and advertising injury"for which the (2) Designing or determining content of web insured has assumed liability in a contract or sites for others; or agreement. This exclusion does not apply to (3) An Internet search, access, content or liability for damages that the insured would service provider. have in the absence of the contract or agreement. However, this exclusion does not apply to Paragraphs a., b. and c. of the definition of f. Breach Of Contract "personal and advertising injury" under the "Personal and advertising injury"arising out of a Definitions Section. breach of contract, except an implied contract to For the purposes of this exclusion, the placing use another's "advertising idea" in your of frames, borders or links, or advertising, for "advertisement". you or others anywhere on the Internet, is is not g. Quality Or Performance Of Goods - Failure by itself, considered the business of To Conform To Statements advertising, broadcasting, publishing or "Personal and advertising injury" arising out of telecasting. the failure of goods, products or services to k. Electronic Chatrooms Or Bulletin Boards conform with any statement of quality or "Personal and advertising injury" arising out of performance made in your"advertisement". 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 (4) Computer code, software or programming insured exercises control. used to enable: I. Unauthorized Use Of Another's Name Or (a)Your web site; or Product (b)The presentation or functionality of an "Personal and advertising injury" arising out of "advertisement" or other content on the unauthorized use of another's name or your web site. product in your e-mail address, domain name q. Right Of Privacy Created By Statute or metatags, or any other similar tactics to mislead another's potential customers. "Personal and advertising injury" arising out of m. Pollution the violation of a person's right of privacy created by any state or federal act. "Personal and advertising injury" arising out of However, this exclusion does not apply to the actual, alleged or threatened discharge, liability for damages that the insured would dispersal, seepage, migration, release or have in the absence of such state or federal escape of"pollutants"at any time. act. n. Pollution-Related r. Violation Of Anti-Trust law Any loss, cost or expense arising out of any: "Personal and advertising injury" arising out of (1) Request, demand, order or statutory or a violation of any anti-trust law. regulatory requirement that any insured or s. Securities others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in "Personal and advertising injury" arising out of any way respond to, or assess the effects the fluctuation in price or value of any stocks, of, "pollutants"; or bonds or other securities. (2) Claim or suit by or on behalf of a t. Recording And Distribution Of Material Or governmental authority for damages Information In Violation Of Law because of testing for, monitoring, "Personal and advertising injury" arising cleaning up, removing, containing, directly or indirectly out of any action or treating, detoxifying or neutralizing, or in omission that violates or is alleged to violate: any way responding to, or assessing the (1) The Telephone Consumer Protection Act effects of, "pollutants". (TCPA), including any amendment of or o. War addition to such law; "Personal and advertising injury", however (2) The CAN-SPAM Act of 2003, including caused, arising, directly or indirectly, out of: any amendment of or addition to such law; (1) War, including undeclared or civil war; (3) The Fair Credit Reporting Act (FCRA), and (2) Warlike action by a military force, including any amendment of or addition to such law, action in hindering or defending against an including the Fair and Accurate Credit actual or expected attack, by any Transaction Act(FACTA); or government, sovereign or other authority (4) Any federal, state or local statute, using military personnel or other agents; ordinance or regulation, other than the or TCPA or CAN-SPAM Act of 2003 or FCRA (3) Insurrection, rebellion, revolution, usurped and their amendments and additions, that power, or action taken by governmental addresses, prohibits or limits the printing, authority in hindering or defending against dissemination, disposal, collecting, any of these. recording, sending, transmitting, p. Internet Advertisements And Content Of communicating or distribution of materialor information. Others u. Employment-Related Practices "Personal and advertising injury" arising out of: "Personal and advertising injury" to: (1) An "advertisement" for others on your web (1) A person arising out of any "employment- site; related practices'; or (2) Placing a link to a web site of others on (2) The spouse, child, parent, brother or sister your web site; of that person as a consequence of "personal and advertising injury" to that (3) Content, including information, sounds, person at whom any "employment-related text, graphics, or images from a web site practices" are directed. of others displayed within a frame or border on your web site; or Page 8 of 21 HG 00 01 09 16 Policy#42UUNOL5238 This exclusion applies: COVERAGE C MEDICAL PAYMENTS (1) Whether the injury-causing event 1. Insuring Agreement described in the definition of"employment- a. We will pay medical expenses as described related practices" occurs before below for "bodily injury" caused by an employment, during employment or after accident: employment of that person; (1) On premises you own or rent; (2) Whether the insured may be liable as an employer or in any other capacity; and (2) On ways next to premises you own or rent; or (3) To any obligation to share damages with or repay someone else who must pay (3) Because of your operations; damages because of the injury. provided that: v. Asbestos (1) The accident takes place in the "coverage (1) "Personal and advertising injury" arising territory" and during the policy period; out of the "asbestos hazard". (2) The expenses are incurred and reported (2) Any damages, judgments, settlements, to us within three years of the date of the loss, costs or expenses that: accident; and (a) May be awarded or incurred by reason (3) The injured person submits to of any claim or suit alleging actual or examination, at our expense, by threatened injury or damage of any physicians of our choice as often as we nature or kind to persons or property reasonably require. which would not have occurred in b. We will make these payments regardless of whole or in part but for the "asbestos fault. These payments will not exceed the hazard"; applicable limit of insurance. We will pay (b)Arise out of any request, demand, reasonable expenses for: order or statutory or regulatory (1) First aid administered at the time of an requirement that any insured or others accident; test for, monitor, clean up, remove, (2) Necessary medical, surgical, X-ray and encapsulate, contain, treat, detoxify or dental services, including prosthetic neutralize or in any way respond to or devices; and assess the effects of an "asbestos hazard"; or (3) Necessary ambulance, hospital, professional nursing and funeral services. (c) Arise out of any claim or suit for damages because of testing for, 2. Exclusions monitoring, cleaning up, removing, We will not pay expenses for"bodily injury": encapsulating, containing, treating, a. Any Insured detoxifying or neutralizing or in any To any insured, except "volunteer workers". way responding to or assessing the effects of an "asbestos hazard". b. Hired Person w. Access Or Disclosure Of Confidential Or To a person hired to do work for or on behalf Personal Information of any insured or a tenant of any insured. "Personal and advertising injury" arising out of c. Injury On Normally Occupied Premises any access to or disclosure of any person's or To a person injured on that part of premises organization's confidential or personal you own or rent that the person normally information, including patents, trade secrets, occupies. processing methods, customer lists, financial d. Workers Compensation And Similar Laws information, credit card information, health information or any other type of nonpublic To a person, whether or not an "employee" of information. any insured, if benefits for the "bodily injury" are This exclusion applies even if damages are payable or must be provided under a workers' claimed for notification costs, credit compensation or disability benefits law or a monitoring expenses, forensic expenses, similar law. public relations expenses or any other loss, e. Athletics Activities cost or expense incurred by you or others To a person injured while practicing, arising out of any access to or disclosure of instructing or participating in any physical any person's or organization's confidential or exercises or games, sports, or athletic personal information. contests. HG 00 01 09 16 Page 9 of 21 Policy#42UUNOL5238 f. Products-Completed Operations Hazard assumed by the insured in the same "insured Included within the "products-completed contract"; operations hazard". d. The allegations in the "suit" and the g. Coverage A Exclusions information we know about the "occurrence" Excluded under Coverage A. are such that no conflict appears to exist between the interests of the insured and the SUPPLEMENTARY PAYMENTS - COVERAGES interests of the indemnitee; A AND B e. The indemnitee and the insured ask us to 1. We will pay, with respect to any claim we conduct and control the defense of that investigate or settle, or any "suit" against an indemnitee against such "suit" and agree that insured we defend: we can assign the same counsel to defend a. All expenses we incur. the insured and the indemnitee; and b. Up to $1,000 for cost of bail bonds required f. The indemnitee: because of accidents or traffic law violations arising out of the use of any vehicle to which (1) Agrees in writing to: the Bodily Injury Liability Coverage applies. (a) Cooperate with us in the investigation, We do not have to furnish these bonds. settlement or defense of the "suit"; c. The cost of appeal bonds or bonds to release (b) Immediately send us copies of any attachments, but only for bond amounts demands, notices, summonses or legal within the applicable limit of insurance. We do papers received in connection with the not have to furnish these bonds. "suit"; d. All reasonable expenses incurred by the (c) Notify any other insurer whose insured at our request to assist us in the coverage is available to the investigation or defense of the claim or "suit", indemnitee; and including actual loss of earnings up to $500 a (d)Cooperate with us with respect to day because of time off from work. coordinating other applicable e. All court costs taxed against the insured in insurance available to the indemnitee; the "suit". However, such costs do not and include attorneys' fees, attorneys' expenses, (2) Provides us with written authorization to: witness or expert fees, or any other expenses of a party taxed to the insured. (a) Obtain records and other information f. Prejudgment interest awarded against the related to the "suit"; and insured on that part of the judgment we pay. If (b)Conduct and control the defense of the we make an offer to pay the applicable limit of indemnitee in such "suit". insurance, we will not pay any prejudgment So long as the above conditions are met, interest based on that period of time after the attorneys' fees incurred by us in the defense of offer. that indemnitee, necessary litigation expenses g. All interest on the full amount of any judgment incurred by us and necessary litigation expenses that accrues after entry of the judgment and incurred by the indemnitee at our request will be before we have paid, offered to pay, or paid as Supplementary Payments. deposited in court the part of the judgment Notwithstanding the provisions of Paragraph that is within the applicable limit of insurance. 2.b.(2) of Section I - Coverage A - Bodily Injury These payments will not reduce the limits of And Property Damage Liability, such payments insurance. will not be deemed to be damages for "bodily 2. If we defend an insured against a "suit" and an injury" and "property damage"and will not reduce indemnitee of the insured is also named as a the limits of insurance. party to the "suit", we will defend that indemnitee Our obligation to defend an insured's indemnitee if all of the following conditions are met: and to pay for attorneys' fees and necessary a. The "suit" against the indemnitee seeks litigation expenses as Supplementary Payments damages for which the insured has assumed ends when: the liability of the indemnitee in a contract or a. We have used up the applicable limit of agreement that is an "insured contract"; insurance in the payment of judgments or b. This insurance applies to such liability settlements; or assumed by the insured; b. The conditions set forth above, or the terms of c. The obligation to defend, or the cost of the the agreement described in Paragraph f. defense of, that indemnitee, has also been above, are no longer met. Page 10 of 21 HG 00 01 09 16 Policy#42UUNOL5238 SECTION II -WHO IS AN INSURED "volunteer worker" as a consequence 1. If you are designated in the Declarations as: of Paragraph (1)(a) above; a. An individual, you and your spouse are (c) For which there is any obligation to insureds, but only with respect to the conduct share damages with or repay someone of a business of which you are the sole else who must pay damages because owner. of the injury described in Paragraphs b. A partnership or joint venture, you are an (1)(a)or(1)(b) above; or insured. Your members, your partners, and (d)Arising out of his or her providing or their spouses are also insureds, but only with failing to provide professional health respect to the conduct of your business. care services. c. A limited liability company, you are an If you are not in the business of providing insured. Your members are also insureds, but professional health care services: only with respect to the conduct of your (a) Subparagraphs (1)(a), (1)(b) and (1)(c) business. Your managers are insureds, but above do not apply to any "employee" only with respect to their duties as your or "volunteer worker" providing first aid managers. services; and d. An organization other than a partnership, joint (b)Subparagraph (1)(d) above does not venture or limited liability company, you are apply to any nurse, emergency medical an insured. Your "executive officers" and technician or paramedic employed by directors are insureds, but only with respect to you to provide such services. their duties as your officers or directors. Your (2) "Property damage" to property: stockholders are also insureds, but only with respect to their liability as stockholders. (a) Owned, occupied or used by, e. A trust, you are an insured. Your trustees are (b) Rented to, in the care, custody or also insureds, but only with respect to their control of, or over which physical duties as trustees. control is being exercised for any 2. Each of the following is also an insured: purpose by you, any of your "employees", "volunteer a. Employees And Volunteer Workers workers", any partner or member (if you Your "volunteer workers" only while are a partnership or joint venture), or any performing duties related to the conduct of member (if you are a limited liability your business, or your "employees", other company). than either your"executive officers" (if you are b. Real Estate Manager an organization other than a partnership, joint venture or limited liability company) or your Any person (other than your "employee" or managers (if you are a limited liability "volunteer worker"), or any organization while company), but only for acts within the scope acting as your real estate manager. of their employment by you or while c. Temporary Custodians Of Your Property performing duties related to the conduct of Any person or organization having proper your business. temporary custody of your property if you die, However, none of these "employees" or but only: "volunteer workers" are insureds for: (1) With respect to liability arising out of the (1) "Bodily injury" or "personal and advertising maintenance or use of that property; and injury": (2) Until your legal representative has been (a) To you, to your partners or members (if appointed. you are a partnership or joint venture), d. Legal Representative If You Die to your members (if you are a limited liability company), to a co-"employee" Your legal representative if you die, but only while in the course of his or her with respect to duties as such. That employment or performing duties representative will have all your rights and related to the conduct of your duties under this Coverage Part. business, or to your other "volunteer e. Unnamed Subsidiary workers" while performing duties Any subsidiary, and subsidiary thereof, of related to the conduct of your yours which is a legally incorporated entity of business; which you own a financial interest of more (b)To the spouse, child, parent, brother or than 50% of the voting stock on the effective sister of that co-"employee" or that date of the Coverage Part. HG 00 01 09 16 Page 11 of 21 Policy#42UUNOL5238 The insurance afforded herein for any A person or organization is an additional insured subsidiary not named in this Coverage Part under this provision only for that period of time as a named insured does not apply to injury required by the contract or agreement. or damage with respect to which such insured However, no such person or organization is an is also a named insured under another policy insured under this provision if such person or or would be a named insured under such organization is included as an insured by an policy but for its termination or the exhaustion endorsement issued by us and made a part of of its limits of insurance. this Coverage Part. 3. Newly Acquired Or Formed Organization a. Vendors Any organization you newly acquire or form, Any person(s) or organization(s) (referred to other than a partnership, joint venture or limited below as vendor), but only with respect to liability company, and over which you maintain "bodily injury" or "property damage" arising financial interest of more than 50% of the voting out of"your products" which are distributed or stock, will qualify as a Named Insured if there is sold in the regular course of the vendor's no other similar insurance available to that business and only if this Coverage Part organization. However: provides coverage for "bodily injury" or a. Coverage under this provision is afforded only "property damage" included within the until the 180th day after you acquire or form "products-completed operations hazard". the organization or the end of the policy (1) The insurance afforded the vendor is period, whichever is earlier; subject to the following additional b. Coverage A does not apply to "bodily injury" exclusions: or "property damage" that occurred before This insurance does not apply to: you acquired or formed the organization; and a "Bodily "property e B does not apply "personal and ( ) y inur y' or "p p y damage" for c. Coverage g g pp Y to "p which the vendor is obligated to pay advertising injury" arising out of an offense damages by reason of the assumption committed before you acquired or formed the of liability in a contract or agreement. organization. This exclusion does not apply to 4. Nonowned Watercraft liability for damages that the vendor With respect to watercraft you do not own that is would have in the absence of the less than 51 feet long and is not being used to contract or agreement; carry persons for a charge, any person is an (b)Any express warranty unauthorized by insured while operating such watercraft with your you; permission. Any other person or organization (c) Any physical or chemical change in the responsible for the conduct of such person is product made intentionally by the also an insured, but only with respect to liability vendor; arising out of the operation of the watercraft, and (d)Repackaging, except when unpacked only if no other insurance of any kind is available solely for the purpose of inspection, to that person or organization for this liability. demonstration, testing, or the However, no person or organization is an insured substitution of parts under instructions with respect to: from the manufacturer, and then a. "Bodily injury" to a co-"employee" of the repackaged in the original container; person operating the watercraft; or (e) Any failure to make such inspections, b. "Property damage" to property owned by, adjustments, tests or servicing as the rented to, in the charge of or occupied by you vendor has agreed to make or normally or the employer of any person who is an undertakes to make in the usual insured under this provision. course of business, in connection with 5. Additional Insureds When Required By the distribution or sale of the products; Written Contract, Written Agreement Or (f) Demonstration, installation, servicing Permit or repair operations, except such The following person(s) or organization(s) are an operations performed at the vendor's additional insured when you have agreed, in a premises in connection with the sale of written contract, written agreement or because of the product; a permit issued by a state or political subdivision, (g) Products which, after distribution or that such person or organization be added as an sale by you, have been labeled or additional insured on your policy, provided the relabeled or used as a container, part injury or damage occurs subsequent to the or ingredient of any other thing or execution of the contract or agreement. substance by or for the vendor; or Page 12 of 21 HG 00 01 09 16 Policy#42UUNOL5238 (h)"Bodily injury" or "property damage" omissions of those acting on your behalf: arising out of the sole negligence of the (1) In connection with your premises; or vendor for its own acts or omissions or (2) In the performance of your ongoing those of its employees or anyone else operations performed by you or on your acting on its behalf. However, this behalf. exclusion does not apply to: (i) The exceptions contained in Sub- With respect to the insurance afforded these paragraphs (d) or(f); or additional insureds, the following additional exclusion applies: (ii) Such inspections, adjustments, This insurance does not apply to bodily tests or servicing as the vendor has injury", "property damage" or "personal and agreed to make or normally advertising injury" arising out of the rendering undertakes to make in the usual of or the failure to render any professional course of business, in connection services by or for you, including: with the distribution or sale of the products. 1. The preparing, approving, or failing to (2) This insurance does not apply to any prepare or approve, maps, shop drawings, insured person or organization, from opinions, reports, surveys, field orders, whom you have acquired such products, change orders or drawings and or any ingredient, part or container, specifications; or entering into, accompanying or containing 2• Supervisory, inspection, architectural or such products. engineering activities. b. Lessors Of Equipment This exclusion applies even if the claims (1) Any person(s) or organization(s) from against any insured allege negligence or whom you lease equipment; but only with other wrongdoing in the supervision, hiring, respect to their liability for employment, training or monitoring of others bodily injury , by that insured, if the "occurrence" which property damage or s personal and caused the "bodily injury" or "property advertising injury" caused, in whole or in damage", or the offense which caused the part, by your maintenance, operation or "personal and advertising injury", involved the use of equipment leased to you by such rendering of or the failure to render any person(s) or organization(s). professional services by or for you. (2) With respect to the insurance afforded to e. Permits Issued By State Or Political these additional insureds this insurance Subdivisions does not apply to any "occurrence" which takes place after the equipment lease Any state or political subdivision, but only with expires. respect to operations performed by you or on c. Lessors Of Land Or Premises your behalf for which the state or political subdivision has issued a permit. Any person or organization from whom you With respect to the insurance afforded these lease land or premises, but only with respect additional insureds, this insurance does not to liability arising out of the ownership, maintenance or use of that part of the land or apply to: premises leased to you. (1) "Bodily injury", "property damage" or With respect to the insurance afforded these "personal and advertising injury" arising out of operations performed for the state additional insureds the following additional exclusions apply: or municipality; or This insurance does not apply to: (2) "Bodily injury" or "property damage" included within the "products-completed 1. Any "occurrence" which takes place after operations hazard". you cease to lease that land; or f. Any Other Party 2. Structural alterations, new construction or Any other person or organization who is not demolition operations performed by or on an additional insured under Paragraphs a. behalf of such person or organization. through e. above, but only with respect to d. Architects, Engineers Or Surveyors liability for "bodily injury", "property damage" Any architect, engineer, or surveyor, but only or"personal and advertising injury" caused, in with respect to liability for "bodily injury", whole or in part, by your acts or omissions or "property damage" or "personal and the acts or omissions of those acting on your advertising injury" caused, in whole or in part, behalf: by your acts or omissions or the acts or (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 No person or organization is an insured with respect by or rented to you; or to the conduct of any current or past partnership, (3) In connection with "your work" and joint venture or limited liability company that is not included within the "products-completed shown as a Named Insured in the Declarations. operations hazard", but only if SECTION III - LIMITS OF INSURANCE (a) The written contract or agreement 1. The Most We Will Pay requires you to provide such coverage The Limits of Insurance shown in the to such additional insured; and Declarations and the rules below fix the most we (b)This Coverage Part provides coverage will pay regardless of the number of: for "bodily injury" or "property damage" a. Insureds; included within the "products- completed operations hazard". b. Claims made or"suits" brought; or However: c. Persons or organizations making claims or (1) The insurance afforded to such additional bringing "suits". insured only applies to the extent 2. General Aggregate Limit permitted by law; and The General Aggregate Limit is the most we will (2) If coverage provided to the additional pay for the sum of: insured is required by a contract or a. Medical expenses under Coverage C; agreement, the insurance afforded to such b. Damages under Coverage A, except additional insured will not be broader than damages because of "bodily injury" or that which you are required by the contract "property damage" included in the "products- or agreement to provide for such completed operations hazard"; and additional insured. c. Damages under Coverage B. With respect to the insurance afforded to 3. Products-Completed Operations Aggregate these additional insureds, this insurance does not apply to: Limit "Bodily injury", "property damage" or The Products-Completed Operations Aggregate "personal and advertising injury" arising out of Limit is the most we will pay under Coverage A the rendering of, or the failure to render, any for damages because of "bodily injury" and professional architectural, engineering or "property damage" included in the products- surveying services, including: completed operations hazard". (1) The preparing, approving, or failing to 4. Personal And Advertising Injury Limit prepare or approve, maps, shop drawings, Subject to 2. above, the Personal and opinions, reports, surveys, field orders, Advertising Injury Limit is the most we will pay change orders or drawings and under Coverage B for the sum of all damages specifications; or because of all "personal and advertising injury" (2) Supervisory, inspection, architectural or sustained by any one person or organization. engineering activities. 5. Each Occurrence Limit This exclusion applies even if the claims Subject to 2. or 3. above, whichever applies, the against any insured allege negligence or Each Occurrence Limit is the most we will pay for other wrongdoing in the supervision, hiring, the sum of: employment, training or monitoring of others a. Damages under Coverage A; and by that insured, if the "occurrence" which caused the "bodily injury" or "property b. Medical expenses under Coverage C damage", or the offense which caused the because of all "bodily injury" and "property "personal and advertising injury", involved the damage"arising out of any one "occurrence". rendering of or the failure to render any 6. Damage To Premises Rented To You Limit professional services by or for you. Subject to 5. above, the Damage To Premises The limits of insurance that apply to additional Rented To You Limit is the most we will pay insureds is described in Section III - Limits Of under Coverage A for damages because of Insurance. "property damage" to any one premises, while How this insurance applies when other insurance rented to you, or in the case of damage by fire, is available to the additional insured is described lightning or explosion, while rented to you or in the Other Insurance Condition in Section IV - temporarily occupied by you with permission of Commercial General Liability Conditions. the owner. Page 14 of 21 HG 00 01 09 16 Policy#42UUNOL5238 In the case of damage by fire, lightning or b. Notice Of Claim explosion, the Damage to Premises Rented To If a claim is made or "suit" is brought against You Limit applies to all damage proximately any insured, you or any additional insured caused by the same event, whether such must: damage results from fire, lightning or explosion or any combination of these. (1) Immediately record the specifics of the claim or"suit" and the date received; and 7. Medical Expense Limit (2) Notify us as soon as practicable. Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all You or any additional insured must see to it medical expenses because of "bodily injury" that we receive written notice of the claim or "suit" as soon as practicable. sustained by any one person. 8. How Limits Apply To Additional Insureds c. Assistance And Cooperation Of The Insured If you have agreed in a written contract or written agreement that another person or organization You and any other involved insured must: be added as an additional insured on your policy, (1) Immediately send us copies of any the most we will pay on behalf of such additional demands, notices, summonses or legal insured is the lesser of: papers received in connection with the a. The limits of insurance specified in the written claim or"suit"; contract or written agreement; or (2) Authorize us to obtain records and other b. The Limits of Insurance shown in the information; Declarations. (3) Cooperate with us in the investigation or Such amount shall be a part of and not in settlement of the claim or defense against addition to Limits of Insurance shown in the the "suit"; and Declarations and described in this Section. (4) Assist us, upon our request, in the The Limits of Insurance of this Coverage Part apply enforcement of any right against any person separately to each consecutive annual period and to or organization which may be liable to the any remaining period of less than 12 months, insured because of injury or damage to starting with the beginning of the policy period which this insurance may also apply. shown in the Declarations, unless the policy period d. Obligations At The Insureds Own Cost is extended after issuance for an additional period of No insured will, except at that insured's own less than 12 months. In that case, the additional cost, voluntarily make a payment, assume period will be deemed part of the last preceding any obligation, or incur any expense, other period for purposes of determining the Limits of than for first aid, without our consent. Insurance. e. Additional Insureds Other Insurance SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS If we cover a claim or "suit" under this 1. Bankruptcy Coverage Part that may also be covered by other insurance available to an additional Bankruptcy or insolvency of the insured or of the insured, such additional insured must submit insured's estate will not relieve us of our such claim or "suit" to the other insurer for obligations under this Coverage Part. defense and indemnity. 2. Duties In The Event Of Occurrence, Offense, However, this provision does not apply to the Claim Or Suit extent that you have agreed in a written a. Notice Of Occurrence Or Offense contract or written agreement that this You or any additional insured must see to it insurance is primary and non-contributory that we are notified as soon as practicable of with the additional insured's own insurance. an "occurrence" or an offense which may f. Knowledge Of An Occurrence, Offense, result in a claim. To the extent possible, Claim Or Suit notice should include: Paragraphs a. and b. apply to you or to any (1) How, when and where the "occurrence" or additional insured only when such offense took place; "occurrence", offense, claim or "suit" is known (2) The names and addresses of any injured to: persons and witnesses; and (1) You or any additional insured that is an (3) The nature and location of any injury or individual; damage arising out of the "occurrence" or (2) Any partner, if you or the additional offense. insured is a partnership; HG 00 01 09 16 Page 15 of 21 Policy#42UUNOL5238 (3) Any manager, if you or the additional (3) Tenant Liability insured is a limited liability company; That is insurance purchased by you to (4) Any "executive officer" or insurance cover your liability as a tenant for manager, if you or the additional insured is "property damage" to premises rented to a corporation; you or temporarily occupied by you with (5) Any trustee, if you or the additional permission of the owner; insured is a trust; or (4) Aircraft, Auto Or Watercraft (6) Any elected or appointed official, if you or If the loss arises out of the maintenance or the additional insured is a political use of aircraft, "autos" or watercraft to the subdivision or public entity. extent not subject to Exclusion g. of This duty applies separately to you and any Section I - Coverage A- Bodily Injury And additional insured. Property Damage Liability; 3. Legal Action Against Us (5) Property Damage To Borrowed No person or organization has a right under this Equipment Or Use Of Elevators Coverage Part: If the loss arises out of"property damage" to borrowed equipment or the use of a. To join us as a party or otherwise bring us elevators to the extent not subject to into a "suit" asking for damages from an Exclusion j. of Section I - Coverage A - insured; or Bodily Injury And Property Damage b. To sue us on this Coverage Part unless all of Liability; its terms have been fully complied with. (6) When You Are Added As An Additional A person or organization may sue us to recover Insured To Other Insurance on an agreed settlement or on a final judgment Any other insurance available to you against an insured; but we will not be liable for covering liability for damages arising out damages that are not payable under the terms of of the premises or operations, or products this Coverage Part or that are in excess of the and completed operations, for which you applicable limit of insurance. An agreed have been added as an additional insured settlement means a settlement and release of by that insurance; or liability signed by us, the insured and the claimant or the claimant's legal representative. (7) When You Add Others As An Additional Insured To This Insurance 4. Other Insurance If other valid and collectible insurance is Any other insurance available to an additional insured. available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our However, the following provisions apply to obligations are limited as follows: other insurance available to any person or a. Primary Insurance organization who is an additional insured under this coverage part. This insurance is primary except when b. (a) Primary Insurance When Required below applies. If other insurance is also By Contract primary, we will share with all that other insurance by the method described in c. This insurance is primary if you have below. agreed in a written contract or written b. Excess Insurance agreement that this insurance be primary. If other insurance is also This insurance is excess over any of the other primary, we will share with all that insurance, whether primary, excess, other insurance by the method contingent or on any other basis: described in c. below. (1) Your Work (b)Primary And Non-Contributory To That is Fire, Extended Coverage, Builder's Other Insurance When Required By Risk, Installation Risk or similar coverage Contract for"your work"; If you have agreed in a written (2) Premises Rented To You contract, written agreement, or permit That is fire, lightning or explosion that this insurance is primary and non- insurance for premises rented to you or contributory with the additional temporarily occupied by you with insureds own insurance, this insurance permission of the owner; 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 computation, and send us copies at such other insurance to which the additional times as we may request. insured has been added as an additional 6. Representations insured. a. When You Accept This Policy When this insurance is excess, we will have no duty under Coverages A or B to defend By accepting this policy, you agree: the insured against any "suit" if any other (1) The statements in the Declarations are insurer has a duty to defend the insured accurate and complete; against that "suit". If no other insurer defends, (2) Those statements are based upon we will undertake to do so, but we will be representations you made to us; and entitled to the insured's rights against all (3) We have issued this policy in reliance those other insurers. upon your representations. When this insurance is excess over other insurance, we will pay only our share of the b. Unintentional Failure To Disclose Hazards amount of the loss, if any, that exceeds the If unintentionally you should fail to disclose all sum of: hazards relating to the conduct of your (1) The total amount that all such other business that exist at the inception date of insurance would pay for the loss in the this Coverage Part, we shall not deny absence of this insurance; and coverage under this Coverage Part because (2) The total of all deductible and self-insured of such failure. amounts under all that other insurance. 7. Separation Of Insureds We will share the remaining loss, if any, with Except with respect to the Limits of Insurance, any other insurance that is not described in and any rights or duties specifically assigned in this Excess Insurance provision and was not this Coverage Part to the first Named Insured, bought specifically to apply in excess of the this insurance applies: Limits of Insurance shown in the Declarations a. As if each Named Insured were the only of this Coverage Part. Named Insured; and c. Method Of Sharing b. Separately to each insured against whom If all of the other insurance permits claim is made or"suit" is brought. contribution by equal shares, we will follow 8. Transfer Of Rights Of Recovery Against this method also. Under this approach each Others To Us insurer contributes equal amounts until it has paid its applicable limit of insurance or none a. Transfer Of Rights Of Recovery of the loss remains, whichever comes first. If the insured has rights to recover all or part If any of the other insurance does not permit of any payment, including Supplementary contribution by equal shares, we will Payments, we have made under this contribute by limits. Under this method, each Coverage Part, those rights are transferred to insurer's share is based on the ratio of its us. The insured must do nothing after loss to applicable limit of insurance to the total impair them. At our request, the insured will applicable limits of insurance of all insurers. bring "suit" or transfer those rights to us and 5. Premium Audit help us enforce them. a. We will compute all premiums for this b. Waiver Of Rights Of Recovery (Waiver Of Coverage Part in accordance with our rules Subrogation) and rates. If the insured has waived any rights of b. Premium shown in this Coverage Part as recovery against any person or organization advance premium is a deposit premium only. for all or part of any payment, including At the close of each audit period we will Supplementary Payments, we have made compute the earned premium for that period under this Coverage Part, we also waive that and send notice to the first Named Insured. right, provided the insured waived their rights The due date for audit and retrospective of recovery against such person or premiums is the date shown as the due date organization in a contract, agreement or on the bill. If the sum of the advance and permit that was executed prior to the injury or audit premiums paid for the policy period is damage. greater than the earned premium, we will 9. When We Do Not Renew return the excess to the first Named Insured. If we decide not to renew this Coverage Part, we c. The first Named Insured must keep records of will mail or deliver to the first Named Insured the information we need for premium shown in the Declarations written notice of the HG 00 01 09 16 Page 17 of 21 Policy#42UUNOL5238 nonrenewal not less than 30 days before the c. All other parts of the world if the injury or expiration date. damage arises out of: If notice is mailed, proof of mailing will be (1) Goods or products made or sold by you in sufficient proof of notice. the territory described in a. above; SECTION V- DEFINITIONS (2) The activities of a person whose home is 1. "Advertisement" means the widespread public in the territory described in a. above, but is dissemination of information or images that has away for a short time on your business; or the purpose of inducing the sale of goods, (3) "Personal and advertising injury" offenses products or services through: that take place through the Internet or a. (1) Radio; similar electronic means of communication (2) Television; provided the insured's responsibility to pay (3) Billboard; damages is determined in the United States of America (including its territories and possessions), (4) Magazine; Puerto Rico or Canada, in a "suit" on the merits (5) Newspaper; or according to the substantive law in such territory or b. Any other publication that is given widespread in a settlement we agree to. public distribution. 7. "Employee" includes a "leased worker". However, "advertisement"does not include: "Employee" does not include a "temporaryworker". a. The design, printed material, information or 8. "Employment-Related Practices" means: images contained in, on or upon the packaging or labeling of any goods or a. Refusal to employ that person; products; or b. Termination of that person's employment; or b. An interactive conversation between or c. Employment-related practices, policies, acts among persons through a computer network. or omissions, such as coercion, demotion, 2. "Advertising idea" means any idea for an evaluation, reassignment, discipline, "advertisement". defamation, harassment, humiliation, 3. "Asbestos hazard" means an exposure or discrimination or malicious prosecution threat of exposure to the actual or alleged directed at that person. properties of asbestos and includes the mere 9. "Executive officer" means a person holding any presence of asbestos in any form. of the officer positions created by your charter, constitution, by-laws or any other similar 4. "Auto" means: governing document. a. A land motor vehicle, trailer or semitrailer 10."Hostile fire" means one which becomes designed for travel on public roads, including uncontrollable or breaks out from where it was any attached machinery or equipment; or intended to be. b. Any other land vehicle that is subject to a 11."Impaired property" means tangible property, compulsory or financial responsibility law or other than "your product" or "your work", that other motor vehicle insurance law where it is cannot be used or is less useful because: licensed or principally garaged. However, "auto" does not include "mobile a. It incorporates "your product" or "your work" equipment". that is known or thought to be defective, deficient, inadequate or dangerous; or 5. "Bodily injury" means physical: b. You have failed to fulfill the terms of a a. Injury; contract or agreement; b. Sickness; or if such property can be restored to use by the c. Disease repair, replacement, adjustment or removal of sustained by a person and, if arising out of the "your product" or "your work", or your fulfilling the above, mental anguish or death at any time. terms of the contract or agreement. 6. "Coverage territory" means: 12."Insured contract" means: a. The United States of America (including its a. A contract for a lease of premises. However, territories and possessions), Puerto Rico and that portion of the contract for a lease of Canada; premises that indemnifies any person or b. International waters or airspace, but only if organization for damage by fire, lightning or the injury or damage occurs in the course of explosion to premises while rented to you or travel or transportation between any places temporarily occupied by you with permission included in a. above; or of the owner is subject to the Damage to Page 18 of 21 HG 00 01 09 16 Policy#42UUNOL5238 Premises Rented To You Limit described in 14."Loading or unloading" means the handling of Section III - Limits of Insurance; property: b. A sidetrack agreement; a. After it is moved from the place where it is c. Any easement or license agreement, accepted for movement into or onto an including an easement or license agreement aircraft, watercraft or"auto"; in connection with construction or demolition b. While it is in or on an aircraft, watercraft or operations on or within 50 feet of a railroad; "auto"; or d. An obligation, as required by ordinance, to c. While it is being moved from an aircraft, indemnify a municipality, except in connection watercraft or "auto" to the place where it is with work for a municipality; finally delivered; e. An elevator maintenance agreement; but "loading or unloading" does not include the f. That part of any other contract or agreement movement of property by means of a mechanical pertaining to your business (including an device, other than a hand truck, that is not indemnification of a municipality in connection attached to the aircraft, watercraft or"auto". with work performed for a municipality) under 15."Mobile equipment" means any of the following which you assume the tort liability of another types of land vehicles, including any attached party to pay for bodily injury or property machinery or equipment: damage" to a third person or organization, provided the "bodily injury" or "property a. Bulldozers, farm machinery, forklifts and other damage" is caused, in whole or in part, by vehicles designed for use principally off public you or by those acting on your behalf. Tort roads; liability means a liability that would be b. Vehicles maintained for use solely on or next imposed by law in the absence of any to premises you own or rent; contract or agreement. c. Vehicles that travel on crawler treads; Paragraph f. includes that part of any contract d. Vehicles, whether self-propelled or not, or agreement that indemnifies a railroad for maintained primarily to provide mobility to bodily injury or property damage arising permanently mounted: out of construction or demolition operations, within 50 feet of any railroad property and (1) Power cranes, shovels, loaders, diggers or affecting any railroad bridge or trestle, tracks, drills; or road-beds, tunnel, underpass or crossing. (2) Road construction or resurfacing However, Paragraph f. does not include that equipment such as graders, scrapers or part of any contract or agreement: rollers; (1) That indemnifies an architect, engineer or e. Vehicles not described in a., b., c. or d. above surveyor for injury or damage arising out of: that are not self-propelled and are maintained (a) Preparing, approving, or failing to primarily to provide mobility to permanently prepare or approve, maps, shop attached equipment of the following types: drawings, opinions, reports, surveys, (1) Air compressors, pumps and generators, field orders, change orders or drawings including spraying, welding, building and specifications; or cleaning, geophysical exploration, lighting (b)Giving directions or instructions, or and well servicing equipment; or failing to give them, if that is the (2) Cherry pickers and similar devices used to primary cause of the injury or damage; raise or lower workers; or f. Vehicles not described in a., b., c. or d. above (2) Under which the insured, if an architect, maintained primarily for purposes other than engineer or surveyor, assumes liability for the transportation of persons or cargo. an injury or damage arising out of the However, self-propelled vehicles with the insured's rendering or failure to render following types of permanently attached professional services, including those listed equipment are not "mobile equipment" but will in (1) above and supervisory, inspection, architectural or engineering activities. be considered "autos": 13."Leased worker" means a person leased to you (1) Equipment designed primarily for: by a labor leasing firm under an agreement (a) Snow removal; between you and the labor leasing firm, to (b) Road maintenance, but not perform duties related to the conduct of your construction or resurfacing; or business. "Leased worker" does not include a (c) Street cleaning; temporary worker". HG 00 01 09 16 Page 19 of 21 Policy#42UUNOL5238 (2) Cherry pickers and similar devices (2) Work that has not yet been completed or mounted on automobile or truck chassis abandoned. However, "your work" will be and used to raise or lower workers; and deemed completed at the earliest of the (3) Air compressors, pumps and generators, following times: including spraying, welding, building (a) When all of the work called for in your cleaning, geophysical exploration, lighting contract has been completed. and well servicing equipment. (b)When all of the work to be done at the However, "mobile equipment" does not include job site has been completed if your any land vehicle that is subject to a compulsory contract calls for work at more than or financial responsibility law or other motor one job site. vehicle insurance law where it is licensed or (c) When that part of the work done at a principally garaged. Land vehicles subject to a job site has been put to its intended compulsory or financial responsibility law or other use by any person or organization motor vehicle insurance law are considered other than another contractor or "autos". subcontractor working on the same 16."Occurrence" means an accident, including project. continuous or repeated exposure to substantially Work that may need service, the same general harmful conditions. maintenance, correction, repair or 17."Personal and advertising injury" means replacement, but which is otherwise injury, including consequential "bodily injury", complete, will be treated as completed. arising out of one or more of the following b. Does not include "bodily injury" or "property offenses: damage"arising out of: a. False arrest, detention or imprisonment; (1) The transportation of property, unless the b. Malicious prosecution; injury or damage arises out of a condition c. The wrongful eviction from, wrongful entry in or on a vehicle not owned or operated into, or invasion of the right of private by you, and that condition was created by occupancy of a room, dwelling or premises the "loading or unloading" of that vehicle that a person or organization occupies, by any insured; committed by or on behalf of its owner, (2) The existence of tools, uninstalled landlord or lessor; equipment or abandoned or unused d. Oral, written or electronic publication, in any materials; or manner, of material that slanders or libels a (3) Products or operations for which the person or organization or disparages a classification, listed in the Declarations or person's or organization's goods, products or in a policy Schedule, states that products- services; completed operations are subject to the e. Oral, written or electronic publication, in any General Aggregate Limit. manner, of material that violates a person's 20."Property damage" means: right of privacy; a. Physical injury to tangible property, including f. Copying, in your "advertisement", a person's all resulting loss of use of that property. All or organization's "advertising idea" or style of such loss of use shall be deemed to occur at "advertisement"; or the time of the physical injury that caused it; g. Infringement of copyright, slogan, or title of or any literary or artistic work, in your b. Loss of use of tangible property that is not "advertisement". physically injured. All such loss of use shall 18."Pollutants" mean any solid, liquid, gaseous or be deemed to occur at the time of the thermal irritant or contaminant, including smoke, "occurrence"that caused it. vapor, soot, fumes, acids, alkalis, chemicals and As used in this definition, computerized or waste. Waste includes materials to be recycled, electronically stored data, programs or software reconditioned or reclaimed. are not tangible property. Electronic data means 19."Prod ucts-completed operations hazard": information, facts or programs: a. Includes all "bodily injury" and "property a. Stored as or on; damage" occurring away from premises you b. Created or used on; or own or rent and arising out of "your product" or"your work" except: c. Transmitted to or from; (1) Products that are still in your physical computer software, including systems and possession; or applications software, hard or floppy disks, CD- Page 20 of 21 HG 00 01 09 16 Policy#42UUNOL5238 ROMS, tapes, drives, cells, data processing 25. "Your work": devices or any other media which are used with a. Means: electronically controlled equipment. (1) Work or operations performed by you or 21."Suit" means a civil proceeding in which on your behalf; and damages because of "bodily injury", "property damage" or "personal and advertising injury" to (2) Materials, parts or equipment furnished in which this insurance applies are alleged. "Suit" connection with such work or operations. includes: b. Includes a. An arbitration proceeding in which such (1) Warranties or representations made at damages are claimed and to which the any time with respect to the fitness, insured must submit or does submit with our quality, durability, performance or use of consent; or "your work", and b. Any other alternative dispute resolution (2) The providing of or failure to provide proceeding in which such damages are warnings or instructions. 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."Volunteer worker" means a person who a. Is not your"employee"; b. Donates his or her work; c. Acts at the direction of and within 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 product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 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 d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.I. - WHO IS AN INSURED - of partnership or joint venture, formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an "insured" under any other automobile (1) The agreement requires you to policy or would be an "insured" under provide direct primary insurance for the lessor and such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) The "auto" is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: (1) Paragraph A.I. - WHO IS AN INSURED (a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add: (b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy, or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured", but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury" or "property damage" caused injury" or "property damage" that results by the conduct of an "insured" under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered "auto." Paragraph A.I. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: ©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 E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also If you have agreed in a written contract primary, we will share with all that other or written agreement that another insurance by the method described in person or organization be added as an Other Insurance 5.d. additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this insurance is primary and we will not (b) The Limits of Insurance shown in seek contribution from that other the Declarations. insurance. Such amount shall be a part of and not Paragraphs (3) and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss We will share the remaining loss, if any, by the If you have agreed in a written contract method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. ©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. PHYSICAL DAMAGE - ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this insurance will Paragraph AA.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOAN/LEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered "auto", we will pay your additional legal "employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the "outstanding balance"of the loan/lease. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of "loss" less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional "auto" you own, then the Physical Damage mileage charges; excess wear and tear charges; Coverages provided are extended to "autos"you lease termination fees; security deposits not hire or borrow, subject to the following limit. returned by the lessor; costs for extended warranties, credit life Insurance, health, accident The most we will pay for "loss" to any hired or disability insurance purchased with the loan or "auto" is: lease; and carry-over balances from previous (1) $100,000; loans or leases. (2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the "loss"; or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE, the following is added: whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage. No deductible applies to "loss" caused g, ELECTRONIC EQUIPMENT - BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs BA - and excess provisions, we will provide coverage EXCLUSIONS - of SECTION III - PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered "auto"you own. following: We will also cover loss of use of the hired "auto" Exclusions 4.c. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely liable and the lessor incurs an actual financial by use of the power from the "auto's" loss, subject to a maximum of $1000 per electrical system that, at the time of"loss", "accident". is: This extension of coverage does not apply to (1) Permanently installed in or upon any "auto" you hire or borrow from any of your the covered "auto"; "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. 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 ©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 If another Hartford Financial Services Group, operation of the covered "auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system. the same "accident", the following applies: b.Section III — Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for "loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT, CLAIM, SUIT OR LOSS equipment (other than equipment designed solely for the reproduction of sound, and The requirement in LOSS CONDITIONS 2.a. - accessories used with such equipment) DUTIES IN THE EVENT OF ACCIDENT,CLAIM, that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV - BUSINESS audio, visual or data signals which, at the AUTO CONDITIONS that you must notify us of time of"loss", is: an "accident" applies only when the "accident" is known to: (1) Permanently installed in or upon the covered "auto" in a housing, (1) You, if you are an individual; opening or other location that is not (2) A partner, if you are a partnership; normally used by the "auto" (3) A member, if you are a limited liability manufacturer for the installation of company; or such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS integral part of that equipment; or (3)An integral part of such equipment. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO -COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A. -COVERAGE -of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "bodily injury" or "property damage" is "auto"to you. determined in a "suit,"the "suit" is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: 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: ©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 c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss" is $10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2. of the COMMON POLICY combustion engine and one or more electric CONDITIONS - CANCELLATION - applies motors to move the auto, or the internal combustion engine to charge one or more except as follows: electric motors, which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an "auto" for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid" auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed on the covered "auto" at the Loss, or Collision coverages are provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this Vehicle Wrap Coverage provision for a.lf the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500, of the "non-hybrid" auto's not considered vehicle wraps. 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," ©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 UMBRELLA LIABILITY POLICY PROVISIONS In this policy the words "you" and "your" refer to the the "bodily injury" or "property damage" Named Insured first shown in the Declarations and occurred, then any continuation, change any other person or organization qualifying as a or resumption of such "bodily injury" or Named Insured under this policy. "We", "us" and "property damage" during or after the "our" refer to the stock insurance company member "policy period" will be deemed to have of The Hartford Financial Services Group Inc. shown been known prior to the "policy period". in the Declarations. 3. "Bodily injury" or "property damage" will be Other words and phrases that appear in quotation deemed to have been known to have marks also have special meaning. Refer to occurred at the earliest time when any DEFINITIONS (Section VII). insured listed under paragraph A. of Section IN RETURN FOR THE PAYMENT OF THE III - Who Is An Insured or any "employee" PREMIUM, in reliance upon the statements in the authorized by you to give or receive notice Declarations made a part hereof and subject to all of of an "occurrence"or claim: the terms of this policy, we agree with you as a. Reports all, or any part, of the "bodily follows: injury" or"property damage"to us or any SECTION I -COVERAGES other insurer; INSURING AGREEMENTS b. Receives a written or verbal demand or A. Umbrella Liability Insurance claim for damages because of the "bodily injury" or"property damage"; or I. We will pay those sums that the "insured" c. Becomes aware by any other means becomes legally obligated to pay as "damages" in excess of the "underlying that "bodily injury" or "property damage" insurance" or of the "self-insured retention" has occurred or has begun to occur. when no "underlying insurance" applies, B. Exclusions because of "bodily injury", "property This policy does not apply to: damage"or "personal and advertising injury" 1. Pollution to which this insurance applies caused by an Any obligation: "occurrence". But, the amount we will pay as "damages" is limited as described in a. To pay for the cost of investigation, Section IV- LIMITS OF INSURANCE. defense or settlement of any claim or No other obligation or liability to pay sums or suit against any"insured"alleging actual perform acts or services is covered unless or threatened injury or damage of any explicitly provided for under Section 11 - nature or kind to persons or property which arises out of or would not have INVESTIGATION, DEFENSE,SETTLEMENT. occurred but for the pollution hazard; or To pay any "damages", judgments, 2. This insurance applies to "bodily injury", b. settlements, loss, costs or expenses "property damage" or "personal and that may be awarded or incurred: advertising injury"only if: a. The"bodily injury", "property damage" or i. By reason of any such claim or suit "personal and advertising injury" occurs or any such injury or damage; or during the"policy period"; and ii. In complying with any action b. Prior to the "policy period", no insured authorized by law and relating to listed under Paragraph A. of Section III - such injury or damage. Who Is An Insured and no "employee" As used in this exclusion, pollution authorized by you to give or receive notice hazard means an actual exposure or of an "occurrence"or claim, knew that the threat of exposure to the corrosive, toxic "bodily injury" or "property damage" had or other harmful properties of any solid, occurred, in whole or in part. If such a liquid, gaseous or thermal: listed insured or authorized "employee" a. Pollutants; knew, prior to the "policy period", that b. Contaminants; Form XL 00 03 09 16 Page 1 of 14 ©2016,The Hartford Policy Number: 42XHUOL5240 c. Irritants; or (b) Otherwise in the course of d. Toxic substances; transit by or on behalf of the Including: "insured"; or Smoke; (c) Being stored, disposed of, treated or processed in or Vapors; upon any"auto"; Soot; (2) Before the "pollutants" or any Fumes; property in which the Acids; "pollutants" are contained are moved from the place where Alkalis; they are accepted by the Chemicals, and "insured" for movement into or Waste materials consisting of or onto any"auto"; or containing any of the foregoing. (3) After the "pollutants" or any Waste includes materials to be property in which the recycled, reconditioned or "pollutants" are contained are reclaimed. moved from any "auto" to the EXCEPTION place where they are finally delivered, disposed of or This exclusion does not apply: abandoned by the "insured". a. To "bodily injury" to any of your Paragraph (1) above does not apply "employees" arising out of and in to fuels, lubricants, fluids, exhaust the course of their employment by gases or other similar "pollutants" you; or that are needed for or result from b. To injury or damage as to which the normal electrical, hydraulic or valid and collectible "underlying mechanical functioning of an "auto", insurance" with at least the covered by the "underlying minimum limits shown in the insurance"or its parts, if: Schedule of Underlying Insurance a. The "pollutants" escape, seep, Policies is in force and applicable to migrate, or are discharged or the "occurrence". In such event, released directly from an "auto" any coverage afforded by this policy part designed by its for the "occurrence" will be subject manufacturer to hold, store, to the pollution exclusions of the receive or dispose of such "underlying insurance" and to the "pollutants'; and conditions, limits and other provisions of this policy. In the event b. The "bodily injury,' "property that "underlying insurance" is not damage" or "covered pollution maintained with limits of liability as cost or expense" does not arise out of the operation of any set forth in the Schedule of Underlying Insurance Policies, following equipment: coverage under any of the L Air compressors, pumps and provisions of this exception does not generators, including apply. spraying, welding, building Exception b. does not apply to: cleaning, geophysical exploration, lighting or well "Bodily injury" or "property damage" servicing equipment; and arising out of the actual, alleged or threatened discharge, dispersal, ii. Cherry pickers and similar seepage, migration, release or devices mounted on escape of"pollutants": automobile or truck chassis and used to raise or lower (1) That are, or that are contained workers. in any property that is Paragraphs (2) and (3) above do not (a) Being transported or towed apply to "accidents" that occur away by, handled, or handled for from premises owned by or rented movement into, onto or to an "insured" with respect to from, any"auto"; "pollutants" not in or upon an "auto" Page 2 of 14 Form XL 00 03 09 16 Policy Number: 42XHUOL5240 covered by the "underlying maintenance, use, entrustment to others, insurance" if: loading or unloading of any aircraft: a. The "pollutants" or any property a. Owned by any"insured"; or in which the "pollutants" are b. Chartered or loaned to any"insured". contained are upset, overturned This exclusion applies even if the claims or damaged as a result of the maintenance or use of the "auto", allege negligence or other wrongdoing in the and supervision, hiring, employment, training or monitoring of others by an insured, if the b. The discharge, dispersal, "occurrence" which caused the "bodily seepage, migration, release or injury" or "property damage" involved the escape of the "pollutants" is ownership, maintenance, use or entrustment caused directly by such upset, to others of any aircraft that is owned or overturn or damage. operated by or rented or loaned to any 2. Workers Compensation And Similar insured. Laws This exclusion does not apply to aircraft that Any obligation of the insured under a is: workers' compensation, disability benefits or a. Hired, chartered or loaned with a paid unemployment compensation law or any crew; but similar law. 3. Contractual Liability b. Not owned by any"insured". Liability assumed by the "insured" under any This exclusion does not apply to "bodily contract or agreement with respect to an injury"to any of your "employees"arising out "occurrence" taking place before the of and in the course of their employment by contract or agreement is executed. you. 4. Personal And Advertising Injury 7. Watercraft This policy does not apply to "personal and "Bodily injury" or "property damage" arising advertising injury". out of the ownership, operation, EXCEPTION maintenance, use, entrustment to others, This exclusion does not apply to the extent loading or unloading of any watercraft. that coverage for such "personal and This exclusion applies even if the claims advertising injury" is provided by "underlying allege negligence or other wrongdoing in the insurance", but in no event shall any supervision, hiring, employment, training or "personal and advertising injury" coverage monitoring of others by an insured, if the provided under this policy apply to any claim "occurrence" which caused the "bodily or "suit" to which "underlying insurance" injury" or "property damage" involved the does not apply. ownership, maintenance, use or entrustment Any coverage restored by this EXCEPTION to others of any watercraft that is owned or applies only to the extent that such coverage operated by or rented or loaned to any provided by the "underlying insurance" is insured. maintained having limits as set forth in the This exclusion does not apply to: Schedule of Underlying Insurance Policies. a. Watercraft you do not own that is: 5. Underlying Insurance (1) Less than 51 feet long, and Any injury or damage: (2) Not being used to carry persons or a. Covered by "underlying insurance" but property for a charge; for any defense which any underlying b. "Bodily injury" to any of your insurer may assert because of the "employees" arising out of and in the "insured's" failure to comply with any course of their employment by you; or condition of its policy; or b. For which "damages" would have been c. Any watercraft while ashore on payable by "underlying insurance" but premises owned by, rented to or controlled by you. for the actual or alleged insolvency or financial impairment of an underlying 8. War insurer. Any injury or damage, however caused, 6. Aircraft arising, directly or indirectly, out of: "Bodily injury" or "property damage" arising a. War, including undeclared or civil war; out of the ownership, operation, or Form XL 00 03 09 16 Page 3 of 14 Policy Number: 42XHUOL5240 b. Warlike action by a military force, deficiency, inadequacy or dangerous including action in hindering or condition in it. defending against an actual or expected 14. Expected Or Intended attack, by any government, sovereign or other authority using military personnel "Bodily injury" or "property damage" or other agents; or expected or intended from the standpoint of the "insured". c. Insurrection, rebellion, revolution, usurped power, or action taken by This exclusion does not apply to "bodily governmental authority in hindering or injury" or "property damage" resulting from defending against any of these. the use of reasonable force to protect 9. Damage To Property persons or property. 15. Employer Liability "Property damage"to property you own. 10. Damage To Your Product Coverage afforded any of your "employees" for "bodily injury" or "personal and "Property damage" to "your product" arising advertising injury": out of it or any part of it. a. To other "employees" arising out of and 11. Damage To Your Work in the course of their employment; "Property damage"to "your work" arising out b. To the spouse, child, parent, brother or of it or any part of it and included in the sister of that "employee" as a "products-completed operations hazard". consequence of such "bodily injury" to This exclusion does not apply if the that "employee". damaged work or the work out of which the c. To you or, any of your partners or damage arises was performed on your members, (if you are a partnership, joint behalf by a subcontractor. venture), or your members (if you are a 12. Damage To Impaired Property Or limited liability company); or Property Not Physically Injured d. Arising out of the providing or failing to "Property damage" to "impaired property" or provide professional health care property that has not been physically services. injured, arising out of: Subparagraphs a. and b. of this exclusion a. A defect, deficiency, inadequacy or apply: dangerous condition in "your product" or (1) Whether the "insured" may be liable as "your work"; or an employer or in any other capacity; b. A delay or failure by you or anyone and acting on your behalf to perform a (2) To any obligation to share "damages" contract or agreement in accordance with or repay someone else who must with its terms. pay"damages" because of the injury. This exclusion does not apply to loss of use EXCEPTION of other property arising out of sudden and Subparagraphs a. and b. of this exclusion do accidental physical injury to "your product" not apply if "underlying insurance" is or "your work" after it has been put to its maintained providing coverage for such intended use. liability with minimum underlying limits, as 13. Recall Of Products, Work Or Impaired described in the Schedule of Underlying Property Insurance Policies. "Damages" claimed for any loss, cost or 16. Property Damage To Employee's expense incurred by you or others for the Property loss of use, withdrawal, recall, inspection, Coverage afforded any of your "employees" repair, replacement, adjustment, removal or for "property damage" to property owned or disposal of: occupied by or rented or loaned to: a. "Your product"; a. That"employee"; b. "Your work"; or b. Any of your other"employees'; c. "Impaired Property"; c. Any of your partners or members (if you if such product, work or property is are a partnership or joint venture); or withdrawn or recalled from the market or d. Any of your members (if you are a from use by any person or organization limited liability company). because of a known or suspected defect, Page 4 of 14 Form XL 00 03 09 16 Policy Number: 42XHUOL5240 17. Uninsured Or Underinsured Motorists 20. Asbestos Any claim for: Any injury, damages, loss, cost or expense, a. Uninsured or Underinsured Motorists including but not limited to "bodily injury", Coverage; "property damage" or "personal and advertising injury" arising out of, or relating b. Personal injury protection; to, in whole or in part, the "asbestos hazard" c. Property protection; or that: d. Any similar no-fault coverage by a. May be awarded or incurred by reason whatever name called; of any claim or suit alleging actual or Unless this policy is endorsed to provide threatened injury or damage of any such coverage. nature or kind to persons or property 18. Employment Practices Liability which would not have occurred in whole or in part but for the "asbestos hazard"; a. Any injury or damage to: or (1) A person arising out of any: b. Arise out of any request, demand, order, (a) Refusal to employ that person; or statutory or regulatory requirement (b) Termination of that person's that any insured or others test for, employment; or monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in (c) Employment-related practices, any way respond to or assess the policies, acts or omissions, such effects of any"asbestos hazard"; or as but not limited to: coercion, c. Arise out of any claim or suit for demotion, evaluation, damages because of testing for, reassignment, discipline, defamation, harassment, monitoring, cleaning up, removing, humiliation, discrimination or encapsulating, containing, treating, malicious prosecution directed detoxifying or neutralizing or in any way m that person; or responding to or assessing the effects of at an "asbestos hazard". (2) The spouse, child, parent, brother or 21. Racing And Stunting Activities sister of that person, as a consequence of any injury or "Bodily injury" or "property damage" arising damage to that person at whom any out of the ownership, operation, of the employment-related practices maintenance, use, entrustment to others, or described in paragraphs (a), (b), or loading or unloading of any "auto" or"mobile (c)above is directed. equipment"while being used in any: This exclusion applies: a. Prearranged or organized racing, speed i. Whether the injury-causing event or demolition contest; described in part (1) above occurs b. Stunting activity; or before employment, during c. Preparation for any such contest or employment or after employment of activity. that person; 22. Access Or Disclosure Of Confidential Or ii. Whether the "insured" may be liable Personal Information And Data-related as an employer or in any other Liability capacity; and Damages arising out of: iii. To any obligation to share a. Any access to or disclosure of any damages with or repay someone else who must pay "damages" person s or organization s confidential or because of the injury. personal information, including patents, trade secrets, processing methods, 19. Employee Retirement Income Security customer lists, financial information, Act credit card information, health Any liability arising out of intentional or information or any other type of unintentional violation of any provision of the nonpublic information; or Employee Retirement Income Security Act b. The loss of, loss of use of, damage to, of 1974, Public Law 93-406 (commonly corruption of, inability to access, or referred to as the Revision Act of 1974), or inability to manipulate electronic data. any amendments to them. 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, limits the printing, dissemination, public relations expenses or any other loss, disposal, collecting, recording, sending, cost or expense incurred by you or others transmitting, communicating or arising out of that which is described in distribution of material or information. Paragraph (1) or(2) above. SECTION II - INVESTIGATION, DEFENSE, However, unless Paragraph (1) above SETTLEMENT applies, this exclusion does not apply to A. With respect to "bodily injury", "property damages because of"bodily injury". damage" or "personal and advertising injury" to As used in this exclusion, electronic data which this insurance applies (whether or not the means information, facts or programs stored "self-insured retention" applies)and as or on, created or used on, or transmitted 1. For which no coverage is provided under to or from computer software, including any"underlying insurance"; or systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, 2. For which the underlying limits of any data processing devices or any other media "underlying insurance" policy have been which are used with electronically controlled exhausted solely by payments of"damages" equipment. because of "occurrences" during the "policy period", 23. Limited Underlying Coverage We: Any injury, damage, loss, cost or expense, including but not limited to "bodily injury", 1. Will have the right and the duty to defend "property damage" or personal and any "suit" against the "insured" seeking "damages" on account thereof, even if such advertising injury for which: suit is groundless, false or fraudulent; but a. an "underlying insurance" policy or our right and duty to defend end when we policies specifically provides coverage; have used up the applicable limit of but insurance in the payment of judgments or b. because of a provision within the settlements under coverages afforded by "underlying insurance" such coverage is this policy; provided at a limit or limits of insurance 2. May make such investigation and settlement that are less than the limit(s) for the of any claim or"suit"as we deem expedient; "underlying insurance" policy or policies shown on the Schedule of Underlying 3. Will pay all expenses incurred by us, all Insurance Policies. court costs taxed against the "insured" in any "suit" defended by us and all interest on 24. Recording And Distribution Of Material the entire amount of any judgment therein Or Information In Violation Of Law which accrues after the entry of the Any injury, damage, loss, cost or expense, judgment and before we have paid or including but not limited to "bodily injury", tendered or deposited in court that part of "property damage", or "personal and the judgment which does not exceed the advertising injury" arising directly or applicable limit of insurance. However, such indirectly out of any action or omission that costs do not include attorneys' fees, violates or is alleged to violate: attorneys' expenses, witness or expert fees, a. The Telephone Consumer Protection or any other expenses of a party taxed to Act (TCPA), including any amendment the insured; of or addition to such law; 4. Will pay all premiums on appeal bonds b. The CAN-SPAM Act of 2003, including required in any such "suit", premiums on any amendment of or addition to such bonds to release attachments in any such law; "suit" for an amount not in excess of the c. The Fair Credit Reporting Act (FCRA), applicable limit of insurance, and the cost of and any amendment of or addition to bail bonds required of the "insured"because of such law, including the Fair and an accident or traffic law violation arising out of the operation of any vehicle to which this Accurate Credit Transaction Act policy applies, but we will have no obligation to (FACTA); or apply for or furnish any such bonds; d. Any federal, state or local statute, 5. Will pay all reasonable expenses incurred by ordinance or regulation, other than the the "insured" at our request in assisting us in TCPA, CAN-SPAM Act of 2003 or the investigation or defense of any claim or FCRA and their amendments and "suit", including actual loss of earnings not to additions, that addresses, prohibits or 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 your business, or your "employees," other of claims and "suits," are not subject to the "self- than your "executive officers" (if you are an insured retention" and are payable in addition to organization other than a partnership, joint any applicable limit of insurance. venture or limited liability company) or your The "Insured" agrees to reimburse us promptly managers (if you are a limited liability for amounts paid in settlement of claims or company), but only for acts: "suits"to the extent that such amounts are within a. Within the scope of their employment by the "self-insured retention". you or while performing duties related to B. You agree to arrange for the investigation, the conduct of your business; and defense or settlement of any claim or "suit" in b. Only if such "volunteer workers" or any country where we may be prevented by law "employees" are insureds under from carrying out this agreement. We will pay "underlying insurance" with limits of defense expenses incurred with our written liability no less than stated in the consent in connection with any such claim or Schedule of Underlying Insurance "suit" in addition to any applicable limit of Policies, subject to all the coverage, insurance. We will also promptly reimburse you terms, conditions and limitations of such for our proper share, but subject to the "underlying insurance". applicable limit of insurance, of any settlement 2. Any person or organization with whom you above the "self-insured retention" made with our agreed, because of a written contract, written consent. written agreement or because of a permit C. We will have the right to associate at our issued by a state or political subdivision, to expense with the "insured" or any underlying provide insurance such as is afforded under insurer in the investigation, defense or this policy, but only with respect to your settlement of any claim or "suit" which in our operations, "your work" or facilities owned or opinion may require payment hereunder. In no used by you. event, however, will we contribute to the cost This provision does not apply: and expenses incurred by any underlying a. Unless the written contract or written insurer. agreement has been executed, or the SECTION III -WHO IS AN INSURED permit has been issued prior to the A. If you are doing business as: "bodily injury," "property damage," or 1. An individual, you and your spouse are "personal and advertising injury"; and "insureds", but only with respect to the b. Unless limits of liability specified in such conduct of a business of which you are the written contract, written agreement or sole owner. permit is greater than the limits shown 2. A partnership or joint venture, you are an for"underlying insurance"; or "insured". Your members, your partners, and c. Beyond the period of time required by their spouses are also "insureds", but only the written contract or written with respect to the conduct of your business. agreement. 3. A limited liability company, you are an 3. Any person or organization having proper "insured". Your members are also temporary custody of your property if you "insureds", but only with respect to the die, but only: conduct of your business. Your managers a. With respect to liability arising out of the are "insureds", but only with respect to their maintenance or use of that property; duties as your managers. and 4. An organization other than a partnership, b. Until your legal representative has been joint venture or limited liability company, you appointed. are an "insured". Your "executive officers" 4. Your legal representative if you die, but only and directors are "insureds", but only with with respect to his or her duties as such. respect to their duties as your officers or That representative will have all your rights directors. Your stockholders are also "insureds", but only with respect to their and duties under this policy. liability as stockholders. C. With respect to "auto", any "insured" in the "unis 5. A trust, you are an "insured". Your trustees insurance policy,ng asubject to all the limitations nce" is an "insured" under h of are also "insureds", but only with respect to such "underlying insurance". their duties as trustees. B. Each of the following is also an "insured": D. Any organization you newly acquire or form, other than a partnership, joint venture or limited 1. Your "volunteer workers" only while liability company, and over which you maintain performing duties related to the conduct of Form XL 00 03 09 16 Page 7 of 14 Policy Number: 42XHUOL5240 financial interest of more than 50% of the voting B. The Limit of Insurance stated as the General stock, will qualify as an "insured" if there is no Aggregate Limit is the most we will pay for the other similar insurance available to that sum of"damages", other than "damages": organization. 1. Because of injury or damage included within However: the "products-completed operations hazard"; 1. Coverage under this provision is afforded 2. Because of"bodily injury" by disease to your only until the 180th day after you acquire or "employees" arising out of and in the course form the organization or the end of the of their employment by you; and "policy period", whichever is earlier; 3. Because of "bodily injury" and "property 2. This insurance does not apply to "bodily damage" arising out of the ownership, injury" or "property damage" that occurred operations, maintenance, use, entrustment before you acquired or formed the to others, loading or unloading of any"auto". organization; and C. The Limit of Insurance stated as the Products 3. This insurance does not apply to "personal Completed Operations Aggregate Limit is the and advertising injury" arising out of an most we will pay for "damages" because of offense committed before you acquired or injury or damage included within the "products- formed the organization. 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 E. Subject to B., C., or D above, whichever applies, respect to the conduct of any current or past the Each Occurrence Limit is the most we will partnership, joint venture or limited liability pay for "damages" because of all "bodily injury", company that is not shown as a Named Insured "property damage", and "personal and in the Declarations. advertising injury" arising out of any one With respect to any person or organization who 'occurrence". is not an "insured" under"underlying insurance", F. Our obligations under this insurance end when coverage under this policy shall apply only to the applicable Limit of Insurance available is loss in excess of the amount of the "underlying used up. If we pay any amounts for "damages" insurance" or "self-insured retention" applicable in excess of that Limit of Insurance, you agree to to you. reimburse us for such amounts. However, coverage afforded by reason of the G. The Limits of Insurance of this policy apply provisions set forth above applies only to the extent: separately to each consecutive annual period (i) Of the scope of coverage provided by the and to any remaining period of less than 12 "underlying insurance" but in no event shall months, starting with the beginning of the "policy coverage be broader than the scope of coverage period" shown in the Declarations. However, if provided by this policy and any endorsements the "policy period" is extended after issuance for attached hereto; and an additional period of less than 12 months, the (ii) That such coverage provided by the "underlying additional period will be deemed part of the last insurance is maintained having limits as set preceding period for the purpose of determining the Limits of Insurance. forth in the Schedule of Underlying Insurance Policies. SECTION V - NUCLEAR ENERGY LIABILITY SECTION IV-LIMITS OF INSURANCE EXCLUSION (Broad Form) A. The Limits of Insurance shown in the A. The insurance does not apply: Declarations and the rules below fix the most we 1. To "bodily injury" or"property damage": will pay regardless of the number of: a. With respect to which an "insured" under 1. 'Insureds"; the policy is also an insured under a 2. Claims made or"suits" brought; nuclear energy liability policy issued by Nuclear Energy Liability Insurance 3. Persons or organizations making claims or Association, Mutual Atomic Energy bringing "suits"; or Liability Underwriters, Nuclear Insurance 4. Coverages under which damages are Association of Canada or any of their covered under this policy. 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 concentration of uranium or thorium from any termination upon exhaustion of its limit ore processed primarily for its "source material" of liability; or content, and (b) resulting from the operation by b. Resulting from the "hazardous any person or organization of any "nuclear properties" of "nuclear material" and facility" included under the first two paragraphs with respect to which (a) any person or of the definition of"nuclear facility". organization is required to maintain "Nuclear facility" means: financial protection pursuant to the (1) Any"nuclear reactor"; Atomic Energy Act of 1954, or any law (2) Any equipment or device designed or used amendatory thereof, or (b) the "insured" for (a) separating the isotopes of uranium or is, or had this policy not been issued plutonium, (b) processing or utilizing "spent would be, entitled to indemnity from the fuel," or (c) handling, processing or United States of America, or any agency packaging "waste"; thereof, under any agreement entered into by the United States of America, or (3) Any equipment or device used for the any agency thereof, with any person or processing, fabricating or alloying of"special organization. nuclear material" if at any time the total 2. To "bodily injury" or "property damage" amount of such material in the custody of resulting from the "hazardous properties" of the "insured" at the premises where such "nuclear material" if: equipment or device is located consists of or contains more than 25 grams of plutonium a. The "nuclear material" (a) is at any or uranium 233 or any combination thereof, "nuclear facility" owned by, or operated or more than 250 grams of uranium 235; by or on behalf of, an "insured" or (b) (4) Any structure, basin, excavation, premises has been discharged or dispersed or place prepared or used for the storage or therefrom; disposal of "waste"; and includes the site on b. The "nuclear material" is contained in which any of the foregoing is located, all "spent fuel" or "waste" at any time operations conducted on such site and all possessed, handled, used, processed, premises used for such operations; stored, transported or disposed of by or "Nuclear reactor" means any apparatus on behalf of an "insured"; or designed or used to sustain nuclear fission in a c. The "bodily injury" or "property damage" self-supporting chain reaction or to contain a arises out of the furnishing by an "insured" critical mass of fissionable material; of services, materials, parts or equipment "Property damage" includes all forms of in connection with the planning, radioactive contamination of property. construction, maintenance, operation or use of any "nuclear facility", but if such SECTION VI -CONDITIONS facility is located within the United A. Premium States of America, its territories or All premiums for this policy shall be computed in possessions or Canada, this exclusion accordance with Item 5 of the Declarations. The c. applies only to "property damage" to premium stated as such in the Declarations is a such "nuclear facility" and any property deposit premium only which shall be credited to thereat. the amount of any earned premium. At the B. As used in this exclusion: close of each "policy period", the earned "Hazardous properties" include radioactive, toxic premium shall be computed for such period, and or explosive properties; upon notice thereof to the Named Insured first "Nuclear material" means "source material", shown in the Declarations shall become due and "special nuclear material" or "by-product Payable by such Named Insured. material"; If the total earned premium for the "policy "Source material", "special nuclear material" and period" is less than the premium previously paid and more than the minimum premium, we shall "by-product material" have the meanings given return to such Named Insured the unearned them in the Atomic Energy Act of 1954 or in any portion paid by such Named Insured. law amendatory thereof; The Named insured first shown in the "Spent fuel" means any fuel element or fuel Declarations shall maintain records of such component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; information as is necessary for premium computation, and shall send copies of such "Waste" means any waste material (a) records to us at the end of the "policy period" containing "by-product material" other than the and at such times during the "policy period" as tailings or wastes produced by the extraction or we may direct. Form XL 00 03 09 16 Page 9 of 14 Policy Number: 42XHUOL5240 B. Inspection And Audit b. Notify us in writing as soon as We shall be permitted but not obligated to practicable if the claim is likely to inspect your property and operations at any exceed the amount of the "self-insured time. Neither our right to make inspections, nor retention" or "underlying insurance", the making thereof, nor any report thereon, shall whichever applies. constitute an undertaking on your behalf or for 3. You and any other involved insured must: your benefit or that of others to determine or a. Immediately send us copies of any warrant that such property or operations are: demands, notices, summonses or legal 1. Safe; papers received in connection with the 2. Healthful; or claim or "suit" involving or likely to involve a sum in excess of any self- 3. In compliance with any law, rule or insured retention" or "underlying regulation. insurance", whichever applies"; We may examine and audit your books and b. Authorize us to obtain records and other records at any time during the "policy period" information; and extensions thereof and within three years c. Cooperate with us in the investigation or after the final termination of this policy, insofar settlement of the claim or defense as they relate to the subject matter of this policy. against the "suit"; and C. Duties In The Event Of Occurrence, Claim Or d. Assist us, upon our request in the Suit enforcement of any right against any 1. You must see to it that we are notified as person or organization which may be soon as practicable of an "occurrence" liable to the insured because of injury or which may result in a claim under this policy. damage to which this policy or any This requirement applies only when such "underlying insurance" or "self-insured "occurrence" is known to any of the retention" may apply. following: 4. No insured will, except at that insured's own a. You or any additional insured that is an cost, make or agree to any settlement for a individual; sum in excess of: b. Any partner, if you or an additional a. The total limits of "underlying insured are a partnership; insurance"; or c. Any manager, if you or an additional b. The "self-insured retention" if no insured are a limited liability company; "underlying insurance" applies without d. Any "executive officer" or insurance our consent. manager, if you or an additional insured 5. No insureds will, except at that insured's are a corporation; own cost, make a payment, assume any e. Any trustee, if you or an additional obligation, or incur any expenses, other than insured is a trust; or first aid, without our consent. f. Any elected or appointed official, if you D. Assistance And Cooperation Of The Insured or an additional insured is a political The "insured"shall: subdivision or public entity. 1. Cooperate with us and comply with all the This duty applies separately to you and any terms and conditions of this policy; and additional insured. 2. Cooperate with any of the underlying To the extent possible, notice should insurers as required by the terms of the include: "underlying insurance" and comply with all a. How, when and where the "occurrence" the terms and conditions thereof. took place; The "insured" shall enforce any right of b. The names and addresses of any contribution or indemnity against any person or injured persons and witnesses; and organization who may be liable to the "insured" c. The nature and location of an injury because of "bodily injury", "property damage" or y y or personal and advertising injury with respect to damage arising out of the "occurrence" this policy or any"underlying insurance". or"offense". 2. If a claim is made or"suit" is brought against E. Legal Action Against Us any insured, you must: No person or organization has a right under this a. Immediately record the specifics of the policy: "suit" a. To join us as a party or otherwise bring us claim or suit and the date received; and 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 H. Transfer Of Rights Of Recovery Against terms and those of the "underlying Others To Us insurance" have been fully complied with. 1. Transfer Of Rights Of Recovery A person or organization may sue us to recover If the insured has rights to recover all or a on an agreed settlement or on a final judgment part of any payment we have made under against an insured; but, we will not be liable for this policy, those rights are transferred to us. damages that are not payable under the terms The insured must do nothing after a loss to of this policy or that are in excess of the limit of impair them. At our request, the insured will liability. An agreed settlement means a bring "suit" or transfer those rights to us and settlement and release of liability signed by us, help us enforce them. the insured and the claimant or the claimant's legal representative. a. Recoveries shall be applied to reimburse: F. Appeals (1) First, any interest (including the In the event the "insured" or the "insured's" Named Insured) that paid any underlying insurer elects not to appeal a amount in excess of our limit of judgment in excess of the "underlying insurance" liability; or the "self-insured retention," we may elect to make such appeal, at our cost and expense. (2) Second, us, along with any other insurers having a quota share If we so elect, we shall be liable in addition to interest at the same level; the applicable Limit of Insurance, for the: (3) Third, such interests (including the 1. Taxable costs; Named Insured) of whom this 2. Disbursements; and insurance is excess. 3. Additional interest incidental to such appeal; However, a different apportionment may But in no event will we be liable for"damages" in be made to effect settlement of a claim excess of the applicable aggregate Limit of by agreement signed by all interests. Insurance. b. Reasonable expenses incurred in the If a judgment is rendered in excess of the limits exercise of rights of recovery shall be of"underlying insurance"and we offer to pay our apportioned among all interests in the full share of such judgment, but you or your ratio of their respective losses for which underlying insurers elect to appeal it, you, your recovery is sought. underlying insurers or both will bear: 2. Waiver Of Rights Of Recovery (Waiver Of a. The cost and duty of obtaining any appeal Subrogation) bond; If the "insured" has waived any rights of b. The taxable costs, disbursements and recovery against any person or organization additional interest incidental to such appeal; for all or part of any payment we have made and under this policy, we also waive that right, c. Any increase in damages over the amount provided the "insured" waived their rights of the matter could have been settled for after recovery against such person or organization in a contract, agreement or the verdict was entered and before the permit that was executed prior to the injury appeal was filed. or damage. G. Otherinsurance I. Changes This policy shall apply in excess of all underlying insurance whether or not valid and This policy contains all the agreements between collectible. It shall also apply in excess of other you and us concerning the insurance afforded. pp y valid and collectible insurance (except other Notice to any agent, or knowledge possessed by insurance purchased specifically to apply in any agent or any other person shall not effect a excess of this insurance) which also applies to waiver or a change in any part of this policy, or any loss for which insurance is provided by this stop us from asserting any rights under the policy. terms of this policy. These excess provisions apply, whether such The Named Insured first shown in the other insurance is stated to be: Declarations is authorized on behalf of all 1. Primary; "insureds" to agree with us on changes in the terms of this policy. 2. Contributing; If the terms are changed, the changes will be 3. Excess; or shown in an endorsement issued by us and 4. Contingent. made a part of this policy. Form XL 00 03 09 16 Page 11 of 14 Policy Number: 42XHUOL5240 J. Separation Of Insureds Delivery of such notice by the Named Except with respect to the Limits of Liability, and Insured first shown in the Declarations or by any rights or duties specifically assigned in this us will be equivalent to mailing. policy to the Named Insured first shown in the 4. If the Named Insured first shown in the declarations, this insurance applies: Declarations cancels, the refund may be a. As if each Named Insured were the only less than pro rata, but we will retain any Named Insured: and minimum premium stated as such in the Declarations. If we cancel, the refund will be b. Separately to each insured against whom pro rata. The cancellation will be effective claim is made or"suit" is brought. even if we have not made or offered a K. Maintenance Of Underlying Insurance refund. Policies affording in total the coverage and limits M. Non-Renewal stated in the Schedule of Underlying Insurance 1. If we decide not to renew, we will mail or Policies shall be maintained in full effect during deliver to the Named Insured first shown in the currency of this policy. Your failure to the Declarations, at the address shown in comply with the foregoing shall not invalidate this policy, written notice of non-renewal at this policy, but in the event of such failure, we least 30 days before the end of the "policy shall be liable only to the extent that we would period". have been liable had you complied herewith. 2. If notice is mailed, proof of mailing will be The Named Insured first shown in the sufficient proof of notice. Declarations shall give us written notice as soon 3. If we offer to renew but such Named Insured as practicable of any of the following: does not accept, this policy will not be 1. Any change in the coverage or in the limits renewed at the end of the current "policy of any "underlying insurance", including but period". not limited to a change from occurrence N. Workers' Compensation Agreement coverage to claims made coverage; With respect to "bodily injury" to any officer or 2. Termination of part or all of one or more of other employee arising out of and in the course the policies of"underlying insurance"; of employment by you, you represent and agree 3. Reduction or exhaustion of an aggregate that you have not abrogated and will not limit of liability of any"underlying insurance". abrogate your common-law defenses under any The "self-insured retention" shall not apply Workers' Compensation Law by rejection of such law or otherwise. If at any time during the should the "underlying insurance" be exhausted "policy by the payment of claims or "suits" which are insurance period"for 'bodily you abrogate such to c such officer the cer or also covered by this policy. other employee automatically terminates at the L. Cancellation same time. 1. The Named Insured first shown in the O. Bankruptcy Or Insolvency Declarations may cancel this policy by In the event of the bankruptcy or insolvency of mailing or delivering to us or to any of our the "insured" or any entity comprising the authorized agents advance written notice of "insured", we shall not be relieved of any of our cancellation. obligations under this policy. 2. We may cancel this policy by mailing or P. Representations delivering to the Named Insured first shown in the Declarations at the address shown in BY accepting this policy, you agree: this policy, written notice of cancellation at a. The statements in the Declarations are least: accurate and complete; a. 10 days before the effective date of b. The statements in the Schedule Of cancellation if such Named Insured fails Underlying Insurance Policies are accurate to pay the premium or any installment and complete; when due; or c. The statements in a. and b. are based upon b. 30 days before the effective date of representations you made to us: cancellation if we cancel for any other d. We have issued this policy in reliance upon reason. your representations; and 3. If notice is mailed, proof of mailing will be e. If unintentionally you should fail to disclose sufficient proof of notice. Notice will state all hazards at the inception of this policy, we the effective date of cancellation. The shall not deny coverage under this policy "policy period" will end on that date. because of such failure. Page 12 of 14 Form XL 00 03 09 16 Policy Number: 42XHUOL5240 SECTION VII -DEFINITIONS Paragraph a. above does not apply to fuels, Except as otherwise provided in this section or lubricants, fluids, exhaust gases or other similar amended by endorsement, the words or phrases "pollutants" that are needed for or result from the that appear in quotation marks within this policy normal electrical, hydraulic or mechanical shall follow the definitions of the applicable functioning of an "auto", covered by the "underlying "underlying insurance" policy. insurance"or its parts, if: "Accident" includes continuous or repeated (1) The "pollutants" escape, seep, migrate, or are exposure to the same conditions resulting in "bodily discharged or released directly from an "auto" injury"or"property damage". part designed by its manufacturer to hold, store, "Asbestos hazard" means an exposure or threat of receive or dispose of such "pollutants"; and exposure to the actual or alleged properties of (2) The "bodily injury," "property damage" or asbestos and includes the mere presence of "covered pollution cost or expense" does not asbestos in any form. arise out of the operation of any equipment "Auto" means: listed in paragraphs 6.b and 6.c. of the definition a. A land motor vehicle, trailer or semitrailer of"mobile equipment". designed for travel on public roads, including Paragraphs b. and c. above do not apply to any attached machinery or equipment; or "accidents"that occur away from premises owned by b. Any other land vehicle that is subject to a or rented to an "insured" with respect to "pollutants" compulsory or financial responsibility law or not in or upon an "auto" covered by the "underlying other motor vehicle insurance law where it is insurance" if: licensed or principally garaged. (1) The "pollutants" or any property in which the However, "auto" does not include "mobile "pollutants" are contained are upset, overturned equipment". or damaged as a result of the maintenance or "Covered pollution cost or expense" means any use of the "auto"; and cost or expense arising out of: (2) The discharge, dispersal, seepage, migration, 1. Any request, demand, order or statutory or release or escape of the "pollutants" is caused regulatory requirement; or directly by such upset, overturn or damage. 2. Any claim or "suit" by or on behalf of a "Damages" include prejudgment interest awarded governmental authority demanding against the "insured" on that part of the judgment we that the "insured" or others test for, monitor, clean pay. up, remove, contain, treat, detoxify or neutralize, or "Damages"do not include: in any way respond to, or assess the effects of 1. Fines; "pollutants". 2. Penalties; or "Covered pollution cost or expense" does not include 3. Damages for which insurance is prohibited by any cost or expense arising out of the actual, alleged the law applicable to the construction of this or threatened discharge, dispersal, seepage, policy. migration, release or escape of"pollutants": (1) That are, or that are contained in any property Subject to the foregoing, "damages" include that is: damages for any of the following which result at any time from bodily injury to which this policy applies: a. Being transported or towed by, handled, or handled for movement into, onto or from, 1. Death; any"auto"; 2. Mental anguish; b. Otherwise in the course of transit by or on 3. Shock; behalf of the "insured"; or 4. Disability; or c. Being stored, disposed of, treated or 5. Care and loss of services or consortium. processed in or upon any"auto"; or (2) Before the "pollutants" or any property in which "Insured" means any person or organization the "pollutants" are contained are moved from qualifying as an insured in the applicable WHO IS the place where they are accepted by the AN INSURED provision of this policy. The insurance afforded applies separately to each insured against insured for movement into or onto any "auto"; whom claim is made or "suit" is brought, except with or respect to the limit of our liability under LIMITS OF (3) After the "pollutants" or any property in which INSURANCE (SECTION IV). the "pollutants" are contained are moved from any "auto" to the place where they are finally "Occurrence" means delivered, disposed of or abandoned by the 1. With respect to "bodily injury" or "property "insured". 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 1. Any deductible amount; general harmful conditions, and 2. Any participation of any"insured"; and 2. With respect to "personal and advertising injury": 3. Any "self-insured retention" above or beneath an offense described in one of the numbered any such policy; subdivisions of that definition in the "underlying insurance". Less the amount, if any, by which the aggregate limit "Policy insurance". means the of such insurance has been reduced by any y p period beginning with payment relating to any act, error, omission, injury, the inception date stated as such in the Declarations damage or offense for which insurance is provided and ending with the earlier of: by this policy, including Medical Payments Coverage 1. The date of cancellation of this policy; or as described in the "underlying insurance." The 2. The expiration date stated as such in the coverages and limits of such policies and any such Declarations. deductible amount, participation or "self-insured "Self-insured retention" means the amount stated retention" shall be deemed to be applicable as such in the Declarations which is retained and regardless of: payable by the "insured" with respect to each 1. Any defense which any underlying insurer may "occurrence". assert because of the "insured's" failure to Underlying insurance" means the insurance comply with any condition of its policy; or policies listed in the Schedule of Underlying 2. The actual or alleged insolvency or financial Insurance Policies, including any renewals or impairment of any underlying insurer or any replacements thereof, which provide the underlying "insured". coverages and limits stated in the Schedule of The risk of insolvency or financial impairment of any Underlying Insurance Policies. The limit of underlying insurer or any "insured" is borne by you "underlying insurance" includes: and not by us. Page 14 of 14 Form XL 00 03 09 16 Policy#42XHUOL5240 it 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 Organ ization s : Of Covered Operations: BLANKET TO ALL THAT ARE REQUIRED BLANKET TO ALL THAT ARE REQUIRED BY WRITTEN CONTRACT BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. I. With respect to those person(s) or b. Unless the limits of liability specified in organization(s) shown in the Schedule above such written contract, written agreement when you have agreed in a written contract or or permit are greater than the limits written agreement to provide insurance such as shown for"underlying insurance"; or is afforded under this policy to them, Paragraph c. Beyond the period of time required by B.2 of Section III — Who Is An Insured is the written contract or written replaced by the following: agreement. 2. Any person or organization with whom you In no event shall any coverage afforded to agreed, because of a written contract, any such person or organization apply to any written agreement or because of a permit claim or"suit" to which "underlying insurance" issued by a state or political subdivision, to does not apply. Coverage provided by this provide insurance such as is afforded under policy for any such additional insured will this policy, but only with respect to your follow the provisions, exclusions and operations, 'your work" or facilities owned or limitations of the "underlying insurance". used by you. II. Solely as respects the insurance afforded to any This provision does not apply: person or organization qualifying as an a. Unless the written contract or written additional insured under Paragraph I. above, the agreement has been executed, or the Other Insurance condition in Section VI — permit has been issued prior to the Conditions is replaced by the following: "bodily injury", "property damage", or "personal and advertising injury"; and Form XL 24 59 09 13 Page 1 of 2 © 2013, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission.) Policy#42XHUOL5240 G. Other Insurance Paragraphs a. and b. do not apply to 1. This policy shall apply in excess of all other insurance on which the additional "underlying insurance" whether or not insured qualifies as an additional valid and collectible. It shall also apply in insured pursuant to the terms of that excess of other valid and collectible policy or has been added as an insurance (except other insurance additional insured by endorsement. purchased specifically to apply in 3. Method Of Sharing excess of this insurance) which also If all of the other insurance permits applies to any loss for which insurance contribution by equal shares, we will is provided by this policy. follow this method also. Under this These excess provisions apply, whether approach each insurer contributes equal such other insurance is stated to be: amounts until it has paid its applicable a. Primary; limit of insurance or none of the loss b. Contributing; remains, whichever comes first. If any of the other insurance does not C. Excess;or permit contribution by equal shares, we d. Contingent. will contribute by limits. Under this 2. However, the following provisions apply method, each insurer's share is based to other insurance available to any on the ratio of its applicable limit of person or organization qualifying as an insurance to the total applicable limits of additional insured under Paragraph B.2. insurance of all insurers. of Section III — Who Is An Insured, as III. The following is added to Section IV—Limits Of amended by Item I. of this endorsement Insurance: and who is also an additional insured H. How Limits Apply To Additional Insureds under the Commercial General Liability Coverage Part scheduled in the If you have agreed in a written contract, "underlying insurance": written agreement or permit that another a. Primary Insurance When person or organization be added as an additional insured on the Commercial Required By Contract General Liability Coverage Part scheduled in If you have agreed in a written the "underlying insurance" and such person contract, written agreement or or organization also qualifies as an permit to provide primary insurance additional insured under this policy, the most to the additional insured, then, after we will pay on behalf of such insured is the the "underlying insurance" is lesser of: exhausted, this insurance will be a. The limits of insurance specified in the primary. If other insurance is also written contract, written agreement or primary, we will share with all that permit, less any amounts payable by other insurance by the method any "underlying insurance"; or described in Paragraph 3. below. b. The Limits of Insurance shown in the b. Primary And Non-Contributory To Umbrella Liability Policy Declarations. Other Insurance When Required By Contract Such amount shall be a part of and not in addition to the Limits of Insurance shown in If you have agreed in a written the Umbrella Liability Policy Declarations contract, written agreement, or and described in other provisions of this permit to provide insurance to the Section. additional insured that is primary and non-contributory, then, after the "underlying insurance" is exhausted, this insurance will be primary and we will not seek contribution from the additional insured's own insurance. Page 2 of 2 Form XL 24 59 09 13 Policy #42XHUOL5240 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 ©2014, The Hartford 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 respect to bodily injury arising out of the operations by the policy because Texas is shown in Item 3.A. of the described in the Schedule where you are required by a Information Page. written contract to obtain this waiver from us. We have the right to recover our payments from anyone This endorsement shall not operate directly or indirectly liable for an injury covered by this policy. We will not to benefit anyone not named in the Schedule. enforce our right against the person or organization The premium for this endorsement is shown in the named in the Schedule, but this waiver applies only with Schedule. Schedule 1. ( ) Special Waiver Name of person or organization (X) 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