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#18-7404 (Sports Fields, Inc.)
PROFESSIONAL SERVICE AGREEMENT #18-7404 for COLLIER COUNTY SPORTS COMPLEX MARKETING AND SUPPORT THIS AGREEMENT, made and entered into on this Q3day of rr, t ko +� 20 Y¢ , by and between Sports Fields, Inc. of GA dba Sports Fields, Inc., authorized to do business in the State of Florida, whose business address is 3760 Sixes Road, Suite 126-331, Canton, GA 30114, (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. The Agreement shall be for a five (5) year period, commencing upon the date of Board approval and terminating five (5) years from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional two (2) year periods. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. The Parties may amend the term of this Agreement, as part of negotiations for Phase 2: Management, Operation, Advertising and Marketing of the COMPLEX, subject to being memorialized in writing and executed by its authorized representatives. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the services upon issuance of Notice to Proceed. 3. SCOPE OF SERVICES. The intent of this Agreement is to engage a contractor to consult on, manage, operate, advertise and market a new multi-use sports, special events and entertainment complex (the "Complex") designed and constructed by others. Preliminary consultation services are set forth in Exhibit A, Phase 1, of the Scope of Services at time and materials hourly rates. In Phase 2 of the Agreement, the Contractor will share in revenue generation from, but not limited to the following: Page 1 of 16 #18-7404 Collier County Sports Marketing and Support income from parking, concessions, registrations, onsite-advertising, admissions and vender registrations at the Complex, in an amount to be determined at a later date and subject to phased amendments to this Agreement as set forth herein. Further, the Contractor is expected to manage the following, including but not limited to: ticketing/admissions, bookings, concessions, registration, vendors, parking, onsite activation and signage, and entertainment. Exact details of these responsibilities and the revenue share will be detailed in an amendment to the Agreement. The Contractor shall provide services in accordance with the terms and conditions of Invitation to Negotiate (ITN) # 18-7404, including all the Attachment(s), Exhibit(s) and Addenda, Contractor's proposal referred to herein and made an integral part of this Agreement, Exhibit A — Scope of Services, and Exhibit B — Phase 1 Fee Schedule and Project Schedule, attached to this Agreement, subject to a future amendment to the Agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. 4. THE AGREEMENT SUM. The services to be provided under this Agreement will be divided among Phases, as authorized by this Agreement and by written Amendment(s) to this Agreement. For each of the Phases a County Notice to Proceed will be issued, which will include a negotiated fee schedule and project schedule. Payment(s) will be made upon receipt of a proper invoice(s) and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology. The Parties may utilize any of the following methodologies as identified in the appropriate Phase Exhibit. Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the County to the Contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. Time and Materials: The County agrees to pay the Contractor for the amount of labor time spent by the Contractor's employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the Contractor's markup). This methodology is generally used in projects in which it is not possible to accurately estimate the size Page 2 of 16 #18-7404 Collier County Sports Marketing and Support of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Payment(s) will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4.3 Travel and Reimbursable Expenses. Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage $0.445 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard-size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Contractor has provided all receipts. Contractor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. Page 3 of 16 #18-7404 Collier County Sports Marketing and Support 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Sports Fields, Inc. of GA dba Sports Fields, Inc. Address: 3760 Sixes Road, Suite 126-331 Canton, GA 30114 Authorized Agent: Jim Arnold Attention Name & Title: Director of Business Development Telephone: (410) 207-5279 E-Mail(s): jim(a,the-sports-force.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Board of County Commissioners for Collier County, Florida Division Director: Tourism Division Division Name: Jack Wert Address: 2660 Horseshoe Dr. N. #105 Naples, Florida 34104 Administrative Agent/PM: Jack Wert, Director Telephone: 239-252-2402 E-Mail(s): Jack.Wert(a?colliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely Page 4 of 16 #18-7404 Collier County Sports Marketing and Support responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four(24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operations during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $5,000,000 Per Occurrence, $5,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Page 5 of 16 #18-7404 Collier County Sports Marketing and Support Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of$1,000,000 for each accident. D. Professional Liability: Shall be maintained by the Contractor to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. Contractor waives its right of recovery against County as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and aggregate. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals'fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This Page 6 of 16 #18-7404 Collier County Sports Marketing and Support indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Tourism Division. 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), Exhibit A Scope of Services, Exhibit B — Phase 1 Fee Schedule and Project Schedule, Invitation to Negotiate (ITN) # 18-7404, including Exhibits, Attachments and Addenda/Addendum, and subsequent Amendments to this Agreement. 17. FINANCIAL REVIEW, RECORDS, AUDIT. The Contractor shall provide, at its expense, an annual independent review of the Contractor's financial records. The purpose of this review is to substantiate that the County has been compensated in accordance with this Agreement. The Contractor shall establish and maintain such records as now exist and may hereafter be prescribed by the County in the future to provide evidence that all terms of this Agreement have been and are being observed. The Contractor grants to the County the right and authority to audit all records, documents, and books pertaining to the concession operations. Such audit will be conducted at locations and at a frequency determined by the County and communicated to the Contractor. The Contractor agrees to provide materials for the audit at the place designated by the County within three (3) business days after the County's notice to do so is received by Contractor, all at no cost to the County. Page 7 of 16 #18-7404 Collier County Sports Marketing and Support 18. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 19. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records Page 8 of 16 #18-7404 Collier County Sports Marketing and Support to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 21. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful Contractor extending the pricing, terms and conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful Contractor. 22. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 23. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 24. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before Page 9 of 16 #18-7404 Collier County Sports Marketing and Support an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 25. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 26. KEY PERSONNEL. The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 27. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of solicitation the Contractor's Proposal, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. 28. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 29. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and Page 10 of 16 #18-7404 Collier County Sports Marketing and Support subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. (Intentionally left blank-signature page to follow) Page 11 of 16 #18-7404 Collier County Sports Marketing and Support IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF CO 'TY COMMIS •NERS COLLIER CO • T , LORID ' Crystal Kinzel, Cleric of Courts / By: GALC.. ' , ' Q E.. By: Andy Solis, Chairman Dated: (O" * -,'t• (sEA hest as to Chairman's signa`tur'e only. Contractor's Witnesses: Sports Fields, Inc. of GA dba Sports Fields, Inc., Contractor By: lL Contractoes F itness Signatur II ° E4411‘1 r. ��r�e)1 t:5 ' S1'Type/print signature and title1' TT : pr. itne nameT JI�U I . V I Contractor's econd Witness f41a ,,&1 leis TType/print witness nameT pprove• .s t•. •rmJand Legality: tt R. Teach Deputy County Attorney Page 12 of 16 #18-7404 Collier County Sports Marketing and Support EXHIBIT A — SCOPE OF SERVICES The intent of this Agreement is to engage a contractor to manage, operate, advertise and market a new multi-purpose sports event and entertainment complex of the same once designed and constructed by others. The CONTRACTOR will share in revenue generation from including but not limited to the following: income from parking, concessions, registrations, onsite-advertising, admissions and vender registrations. The CONTRACTOR is expected to manage the following, but not limited to: ticketing/admissions, bookings, concessions, registration, vendors, parking, onsite activation and signage, and entertainment. Exact details of these responsibilities and the revenue share will be detailed in an amendment to the Agreement. The services to be provided under this Agreement will be divided among Phases, as authorized by this Agreement and shall be authorized solely by a written Amendment to this Agreement. For each of the Phases a County Notice to Proceed will be issued, which will include the days for completion. PROJECT CONCEPT AND OBJECTIVES 1.1 The Collier County Board of County Commissioners (COUNTY) have begun the activities to construct a multi-use sports, special events and entertainment complex (COMPLEX) to attract and host youth, adult sports leagues, amateur tournament play and a multitude of events designed to draw tourists, local and non-local residents, participants, spectators and event attendees. 1.2 The COUNTY will provide up to 120 acres for the COMPLEX. 1.3 The COMPLEX must be accessible to local and non-local residents, athletes and event attendees on weekdays, weeknights and weekends when not specifically booked for an event. Greater specificity regarding local use accessibility and related requirements will be included in the Phase 2 amendment to the Agreement. 1.4 The COUNTY will fund, design and construct the COMPLEX. 1.5 The COUNTY anticipates that the COMPLEX may include multiple venues and up to sixteen multi-purpose fields, a 3,000 to up to 10,000 seat expandable stadium, up to 125,000 square foot Indoor Facility, and possibly softball/youth baseball fields. The indoor facility will include, multiple sports amenities and the ability to host special events, it will include concession areas, restaurant(s), group event and classroom area(s), locker rooms, coach's offices and other related ancillary facilities. The scope of amenities may change based off of the deliverables of Phase 1. 1.6 The COUNTY desires to maximize the use of the COMPLEX and its revenue- generating capacity and reserves the right to market the venue(s) Naming Rights, Page 13 of 16 #18-7404 Collier County Sports Marketing and Support Sponsorship, Advertising and promotional opportunities. Details will be included in Phase 2 amendment. 1.7 The COUNTY desires to provide a broad array of cultural, educational, entertainment, sporting and other activities and events to meet the demands of the COUNTY'S residents, visitors and the adjacent communities. Details will be included in Phase 2 amendment. 1.8 The COUNTY desires to coordinate the COMPLEX'S activities with other cultural, recreation and sporting venues in Collier County and the surrounding region. Details will be included in Phase 2 amendment. 1.9 The COUNTY desires to involve, as much as practical and practicable, the local community in the business and employment opportunities associated with the COMPLEX and its events. Details will be included in Phase 2 amendment. 1.10 To protect the COUNTY'S investment, the COMPLEX must be maintained at the highest possible level and available in a declared State of Emergency, as it may be used as a resource for shelter and staging. Details will be included in Phase 2 amendment. SCOPE OF SERVICES Phase 1: Consulting and Assistance During Design and Construction of the COMPLEX The CONTRACTOR will assist the County Delivery Team (staff, consultants, engineers, architects and senior management) in developing the project concept and assist in the design build as a consultant. The CONTRACTOR will work with the selected Project Architect, at the COUNTY'S direction, throughout design and construction to coordinate efforts and ensure that the approved concept and scope of work are adhered to. The fees and schedule for this Phase 1 are outlined in Exhibit B— Phase 1 Fee Schedule and Project Schedule. Specific Deliverables Required Prior to Entering Into Phase 2: 1. The CONTRACTOR will be responsible for studying area demographics and associated metrics to provide input to the COMPLEX'S "mix" of facilities and types of events supported. Because of the tremendous investment, the COUNTY will heavily scrutinize business plans and models to ensure they are reasonable, realistic and sustainable. 2. The CONTRACTOR will provide input to the project's delivery team. The CONTRACTOR shall conduct a feasibility study/business plan for the project that will Page 14 of 16 #18-7404 Collier County Sports Marketing and Support determine early issues (i.e., traffic, parking, location„ etc.), and identify any features that could adversely affect the COUNTY's successful operation of the COMPLEX. This business plan shall also include a one, five and ten year income statement/pro-forma and operational plan. 3. As part of the business plan, CONTRACTOR shall assist the COUNTY in developing an analysis of the economic, regional and otherwise, of the COMPLEX'S impact through added jobs, taxes, tourism, etc. 4. The CONTRACTOR shall review and evaluate land/project site options, design and assist the COUNTY in determining features and amenities on the COMPLEX to ensure positive revenue growth. 5. The CONTRACTOR shall provide to the COUNTY, at any time, per COUNTY request all financial documents including though not limited to: receipts, contracts with subcontractors and affiliates, purchasing records, P.O.S. reports, balance sheets, profit and loss documents. All items listed and unlisted will also be provided to the Collier County Clerk of Courts upon request. Phase 2: Management, Operation, Advertising and Marketing of the COMPLEX 1. The COUNTY views its relationship with the operator as a critical partnership. The credibility, viability and financial success of the COMPLEX will, to a large degree, depend on the success of this partnership. 2. Using the information gathered and presented through Phase 1 deliverables of the Agreement, in combination with ITN-18-7404, it is the intent of CONTRACTOR and COUNTY to negotiate an agreement for the operation, advertising and marketing of the COMPLEX, which would be memorialized in writing as an amendment to the Agreement. 3. CONTRACTOR and COUNTY will work in best faith to create an agreement for the operation, advertising, and marketing of the COMPLEX that is beneficial to both parties. 4. COMPLEX will be owned and maintained by the COUNTY. This will include capital investment and improvements. 5. The Parties recognize the COUNTY'S sizeable investment in providing a site, design, construction of the COMPLEX, and the purchase of necessary furniture, fixtures and equipment, and acknowledge that the COUNTY intends to secure a sufficient Return on Investment on this project. Page 15 of 16 #18-7404 Collier County Sports Marketing and Support EXHIBIT B— PHASE 1 FEE SCHEDULE AND PROJECT SCHEDULE The Parties agree to an initial fee time and material, not-to-exceed $50,000 fee and not-to-exceed 120 days in length. Should the project require more fees or more time, the Contractor and the County shall execute an Amendment to this Agreement. Fees will be billed monthly based on the hourly rate sheet provided below. The County will reimburse the Contractor for all reasonable expenses incurred by Contractor, pursuant to Section 4.4 of this Agreement, and its personnel for travel (including transportation costs, living accommodations, and meals) in connection with performing these services, promptly upon the submission of invoice statements to County. Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. PRINCIPAL $ 250.00 VICE-PRESIDENT $ 225.00 PROJECTDESIGNER/ARCHITECT $ 200.00 DIRECTOR $ 200.00 SR. PROJECT MANAGER $ 200.00 SENIOR ESTIMATOR $ 175.00 PROJECT ANALYST $ 125.00 ESTIMATOR $ 100.00 ADMINISTRATOR $ 75.00 Page 16 of 16 #18-7404 Collier County Sports Marketing and Support 1 ® DATE(MMIDD/YYYY) ACCORD CERTIFICATE OF LIABILITY INSURANCE 10/16/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Yates Insurance Agency PHONE FAX No):404-633-1312 2800 Century Parkway NE (ANCANo.Extl:404-6334321 A Suite 300 ADDRESS: Certs@yatesins.com Atlanta GA 30345- INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Amerisure Mutual Insurance Company 23396 INSURED FIELDSO-01 INSURER B:Cincinnati Insurance Company 10677 Sports Fields, Inc. DBA FIELDS 3760 Sixes Road INSURER C: Suite 126-331 INSURER D: Canton GA 30114 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:65163465 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WIY VD POLICY NUMBER IMMIDDYYY) (MMIDD/YYYY) A X COMMERCIAL GENERAL LIABILITY CPP20731400702 11/11/2017 11/11/2018 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X TNT- LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY CA20731390701 11/11/2017 11/11/2018 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) A X UMBRELLA LIAB X OCCUR CUP20731410702 11/11/2017 11/11/2018 EACH OCCURRENCE $5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED X RETENTION$zero $ A WORKERS COMPENSATION WC20731420702 11/11/2017 11/11/2018 X STATUTE OTH- ER AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVEN N/A E.L.EACH ACCIDENT $500,000 OFFICER/MEMBEREXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 A Leased Rented Equipment CPP20731400702 11/11/2017 11/11/2018 Ded$2,500 $1,000,000 A Scheduled Equipment CPP20731400702 11/11/2017 11/11/2018 Ded$2,500 **See Below** B Excess Liability EXSO489160 5/15/2018 5/15/2019 $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Subject to policy terms,conditions,forms and exclusions,the insurance coverages afforded by the policies above include the following when required by written contract for the certificate holder and/or entities listed below: Blanket Additional Insured in regards to General Liability for ongoing and completed operations, Lessors of Leased Equipment,and Automobile Liability;Blanket Primary and Non-Contributory in regards to General Liability;Blanket Waiver of Subrogation in regards to General Liability,Automobile Liability and Workers Compensation;Per Project Aggregate applies to the General Liability;Blanket Thirty(30)day notice of cancellation in regards to General Liability,Automobile Liability,Workers Compensation,and Umbrella Liability. See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners 3295 Tamiami Trail E AUTHORIZED REPRESENTATIVE Naples FL 34112 I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: FIELDSO-01 LOC#: AR ADDITIONAL ADDITIONAL REMARKS SCHEDULE Page 1 of AGENCY NAMED INSURED Yates Insurance Agency Sports Fields,Inc.DBA FIELDS 3760 Sixes Road POLICY NUMBER Suite 126-331 Canton GA 30114 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE FORMS CG 72 13 11 12 Additional Ins-Primary Non-Contributory Coverage When Required by Written Contract or Written Agreement CG 70 48 10 15 Contractor's Blanket Additional Insured Endorsement CG 70 49 11 09 Contractors General Liability Extension Endorsement CA 71 15 11 09 Advantage Commercial Automobile Broad Form Endorsement CU 00 01 04 13 Commercial Liability Umbrella Coverage Form CU 71 01 08 07 Advantage Umbrella Liability Extension Endorsement WC 00 03 13 Waiver of Our Right to Recover From Others WC 99 06 4507 14 Notice of Cancellation or Nonrenewal Third Party IL 70 66 07 14 Notice of Cancellation, Nonrenewal or Material Change-Third Party Project: 18-7404 Collier County Sports Complex Marketing and Support Entities: Collier County Board of County Commissioners,or,Board of County Commissioners in Collier County,or,Collier County Government,or Collier County ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY CG 72 13 11 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PRIMARY NON-CONTRIBUTORY COVERAGE WHEN REQUIRED BY WRITTEN CONTRACT, WRITTEN AGREEMENT, OR CERTIFICATE OF INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS,paragraph 4.Other Insurance is deleted and replaced with the following: 4. Other Insurance. Any additional insured coverage provided under this policy or any endorsement to this policy is excess over any other valid and collectible insurance available to the additional insured whether primary,excess, contingent,or on any other basis unless the written contract,written agreement,or certificate of insurance requires that this insurance be primary, in which case this insurance will be primary without contribution from such other insurance available to the additional insured. CG 72 13 11 12 i g. The insurance provided to the additional insured does not apply to"bodily injury", "property damage",or "personal and advertising injury"arising out of an architect's, engineer's, or surveyor's rendering of,or failure to render,any professional services,including but not limited to: (1) The preparing,approving, or failing to prepare or approve: (a)Maps; (b)Drawings; (c)Opinions; (d)Reports; (e)Surveys; (f)Change orders; (g)Design specifications;and (2) Supervisory,inspection,or engineering services. h. SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,paragraph 4.Other Insurance is deleted and replaced with the following: 4. Other Insurance. Coverage provided by this endorsement is excess over any other valid and collectible insurance available to the additional insured whether: a.Primary; b.Excess; c.Contingent; or d.On any other basis; but if the written contract, written agreement,or certificate of insurance requires primary and non- contributory coverage,this insurance will be primary and non-contributory relative to other insurance available to the additional insured which covers that person or organization as a Named Insured,and we will not share with that other insurance. i. If the written contract,written agreement,or certificate of insurance as outlined above requires additional insured status by use of CG 20 10 11 85,then the coverage provided under this CG 70 48 endorsement does not apply except for paragraph 2.h. Other Insurance. Additional insured status is limited to that provided by CG 20 10 11 85 shown below and paragraph 2.h.Other Insurance shown above. ADDITIONAL INSURED-OWNERS,LESSEES OR CONTRACTORS(FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: Blanket Where Required by Written Contract,Agreement,or Certificate of Insurance that the terms of CG 20 10 11 85 apply (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED(Section II) is amended to include as an insured the person or organization shown in the Schedule,but only with respect to liability arising out of"your work"for that insured by or for you. CG 20 10 11 85 Copyright, Insurance Services Office, Inc., 1984 Includes copyrighted material of Insurance Services Office. Inc. CG 70 48 10 15 Pages 3 of 4 j. The insurance provided by this endorsement does not apply to any premises or work for which the person or organization is specifically listed as an additional insured on another endorsement attached to this policy. Includes copyrighted material of Insurance Services Office, Inc. Page 4of4 CG 70 48 10 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CONTRACTORS GENERAL LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM Under SECTION I-COVERAGE A.BODILY INJURY AND PROPERTY DAMAGE LIABILITY,paragraph 2. EXCLUSIONS, provisions 1. through 6.of this endorsement amend the policy as follows: 1. LIQUOR LIABILITY Exclusion c.Liquor Liability is deleted. 2. NONOWNED WATERCRAFT AND NONOWNED AIRCRAFT(HIRED,RENTED OR LOANED WITH PAID CREW) Exclusion g.Aircraft,Auto or Watercraft,paragraph(2) is deleted and replaced with the following: (2) A watercraft you do not own that is: (a) Less than 51 feet long;and (b) Not being used to carry persons or property for a charge: Exclusion g.Aircraft,Auto or Watercraft,paragraph(6)is added as follows: (6) An aircraft that you do not own that is: (a) Hired: (b) Rented;or (c) Loaned to you; with paid crew for a period of five(5)consecutive days or less. Paragraph(6)does not apply if the insured has any other insurance for"bodily injury or"property damage"liability for such aircraft, whether such other insurance is primary, excess,contingent or on any other basis. 3. PREMISES ALIENATED A. Exclusion j.Damage to Property, paragraph(2)is deleted. B. The following paragraph is also deleted from Exclusion j.Damage to Property: Paragraph(2)of this exclusion does not apply if the premises are"your work"and were never occupied, rented or held for rental by you. 4. PROPERTY DAMAGE LIABILITY-ELEVATORS AND SIDETRACK AGREEMENTS A. Exclusion j. Damage to Property,paragraphs(3), (4),and(6)do not apply to the use of elevators. B. Exclusion k.Damage to Your Product does not apply to: 1. The use of elevators:or 2. Liability assumed under a sidetrack agreement. 5. PROPERTY DAMAGE LIABILITY-BORROWED EQUIPMENT A. Exclusion j.Damage to Property,paragraph(4)does not apply to"property damage"to borrowed equipment while at a jobsite and not being used to perform operations. Includes copyrighted material of Insurance Services Office, Inc. CG 70 49 11 09 Page 1 of 10 B. With respect to any one borrowed equipment item, provision S.A.above does not apply to"property damage"that exceeds$25,000 per occurrence or$25,000 annual aggregate. 6. PRODUCT RECALL EXPENSE A. Exclusion n. Recall Of Products,Work Or Impaired Property does not apply to"product recall expenses"that you incur for the"covered recall"of"your product". This exception to the exclusion does not apply to"product recall expenses"resulting from: 1. Failure of any products to accomplish their intended purpose; 2. Breach of warranties of fitness,quality,durability or performance; 3. Loss of customer approval or any cost incurred to regain customer approval; 4. Redistribution or replacement of"your product",which has been recalled, by like products or substitutes; 5. Caprice or whim of the insured; 6. A condition likely to cause loss,about which any insured knew or had reason to know at the inception of this insurance; 7. Asbestos,including loss,damage or clean up resulting from asbestos or asbestos containing materials; 8. Recall of"your product(s)"that have no known or suspected defect solely because a known or suspected defect in another of"your product(s)"has been found. B. Under SECTION III—LIMITS OF INSURANCE,paragraph 3.is replaced in its entirety as follows and paragraph 8. is added: 3. The Products-Completed Operations Aggregate Limit is the most we will pay for the sum of: a. Damages under COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY because of"bodily injury"and"property damage"included in the"products-completed operations hazard"and b. "Product recall expenses". 8. Subject to paragraph 5.above,$25,000 is the most we will pay for all"product recall expenses" arising out of the same defect or deficiency. The insurance afforded by provisions 1.through 6.of this endorsement is excess over any valid and collectible insurance(including any deductible) available to the insured whether primary,excess or contingent,and SECTION IV., paragraph 4.Other Insurance is changed accordingly. 7. BLANKET CONTRACTUAL LIABILITY—RAILROADS When a written contract or written agreement requires Contractual Liability- Railroads,the definition of "insured contract"in Section V-Definitions is replaced by the following with respect to operations performed for,or affecting,a railroad: 9. "Insured Contract"means: a. A contract for a lease of premises. However,that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an"insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation,as required by ordinance,to indemnify a municipality,except in connection with work for a municipality; Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 10 CG 70 4911 09 e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for"bodily injury"or"property damage"to a third person or organization.Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.does not include that part of any contract or agreement: (1) That indemnifies an architect,engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps,shop drawings,opinions, reports,surveys,field orders, change orders or drawings and specifications;or (b) Giving directions or instructions, or failing to give them; (2) Under which the insured, if an architect,engineer or surveyor,assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (1)above and supervisory, inspection.architectural or engineering activities. 8. CONTRACTUAL LIABILITY-PERSONAL AND ADVERTISING INJURY Under SECTION 1 -COVERAGE B.,paragraph 2.Exclusions, paragraph e.Contractual Liability is deleted. 9. SUPPLEMENTARY PAYMENTS Under SECTION I-SUPPLEMENTARY PAYMENTS-COVERAGES A AND B, paragraphs 1.b.and 1.d.are deleted and replaced with the following: b. Up to$2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$500 a day because of time off from work. 10. BROADENED WHO IS AN INSURED SECTION II-WHO IS AN INSURED is deleted and replaced with the following: 1. If you are designated in the Declarations as: a. An individual,you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture,you are an insured. Your members,your partners,and their spouses are also insureds,but only with respect to the conduct of your business. c. A limited liability company,you are an insured. Your members are also insureds,but only with respect to the conduct of your business. Your managers are insureds,but only with respect to their duties as your managers. d. An organization other than a partnership,joint venture or limited liability company,you are an insured.Your"executive officers"and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds,but only with respect to their liability as stockholders. e. A trust,you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. Includes copyrighted material of Insurance Services Office, Inc. CG 70 4911 09 Page 3 of 10 2. Each of the following is also an insured: a. Your"volunteer workers"only while performing duties related to the conduct of your business,or your"employees,"other than either your"executive officers,"(if you are an organization other than a partnership,joint venture or limited liability company)or your managers(if you are a limited liability company),but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However,none of these"employees"or"volunteer workers" are insured for: (1) "Bodily injury"or"personal and advertising injury": (a) To you,to your partners or members (if you are a partnership or joint venture),to your members (if you are a limited liability company),to a co-"employee"while in the course of his or her employment or performing duties related to the conduct of your business,or to your other"volunteer workers"while performing duties related to the conduct of your business; (b) To the spouse,child, parent,brother or sister of that co-"employee"or"volunteer worker" as a consequence of paragraph(1)(a)above: (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraphs(1)(a)or(b)above; or (d) Arising out of his or her providing or failing to provide professional health care services except as provided in provision 11.of this endorsement. Paragraphs(1)(a),(1)(b)and(1)(c)above do not apply to your"employees"who are: (i) Managers; (ii) Supervisors; (iii) Directors:or (iv) Officers; with respect to"bodily injury"to a co-"employee". (2) "Property damage"to property: (a) Owned,occupied or used by; (b) Rented to, in the care,custody or control of,or over which physical control is being exercised for any purpose by you, any of your"employees,""volunteer workers", any partner or member(if you are a partnership or joint venture), or any member(if you are a limited liability company). b. Any person (other than your"employee"or"volunteer worker"),or any organization while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only; (1) With respect to liability arising out of the maintenance or use of that property;and (2) Until your legal representative has been appointed. d. Your legal representative if you die,but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Form. e. Your subsidiaries if: (1) They are legally incorporated entities; and (2) You own more than 50%of the voting stock in such subsidiaries as of the effective date of this policy. Includes copyrighted material of Insurance Services Office, Inc. Page 4 of 10 CG 70 49 11 09 If such subsidiaries are not shown in the Declarations,you must report them to us within 180 days of the inception of your original policy. f. (1) Any person or organization, other than an architect,engineer or surveyor, required to be named as an additional insured in a "work contract",letter of intent or work order. However,such person or organization shall be an additional insured only with respect to covered"bodily injury," "property damage,"and"personal and advertising injury"arising out of"your work"under that "work contract", letter of intent or work order. (2) We will provide additional insured coverage to such person or organization only: (a) for a period of 30 days after the effective date of the applicable"work contract", letter of intent or work order;or (b) until the end of the policy term in effect at the inception of the applicable"work contract", letter of intent or work order; whichever is earlier. (3) Coverage provided under this paragraph f.is excess over any other valid and collectible insurance available to the additional insured whether primary,excess, contingent,or on any other basis unless the"work contract", letter of intent or work order requires this insurance be primary, in which case this insurance will be primary without contribution from such other insurance available to the additional insured. (4) This paragraph f.does not apply if form CG 70 48,Contractors Blanket Additional Insured Endorsement,is attached to the policy. g. Any person or organization to whom you are obligated by virtue of a written contract to provide insurance such as is afforded by this policy, but only with respect to liability arising out of the maintenance or use of that part of any premises leased to you,including common or public areas about such premises if so required in the contract. However, no such person or organization is an insured with respect to: (1) Any"occurrence"that takes place after you cease to occupy those premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. h. Any state or political subdivision but only as respects legal liability incurred by the state or political subdivision solely because it has issued a permit with respect to operations performed by you or on your behalf. However, no state or political subdivision is an insured with respect to: (1) "Bodily injury", "property damage",and"personal and advertising injury"arising out of operations performed for the state or municipality;or (2) "Bodily injury"or"property damage"included within the"products-completed operations hazard." i. Any person or organization who is the lessor of equipment leased to you to whom you are obligated by virtue of a written contact to provide insurance such as is afforded by this policy, but only with respect to their liability arising out of the maintenance, operation or use of such equipment by you or a subcontractor on your behalf with your permission and under your supervision. However, no such person or organization is an insured with respect to any"occurrence"that takes place after the equipment lease expires. j. Any architect,engineer, or surveyor engaged by you but only with respect to liability arising out of your premises or"your work." Includes copyrighted material of Insurance Services Office, Inc. CG 70 49 11 09 Page 5 of 10 However,no architect,engineer,or surveyor is an insured with respect to"bodily injury,""property damage,"or"personal and advertising injury"arising out of the rendering of or the failure to render any professional services by or for you, including: (1) The preparing,approving, or failing to prepare or approve maps, drawings,opinions, reports, surveys,change orders,designs or specifications;or (2) Supervisory, inspection,or engineering services. This paragraph j. does not apply if form CG 70 48,Contractors Blanket Additional Insured Endorsement, is attached to the policy. k. Any manager,owner, lessor, mortgagee,assignee or receiver of premises, including land leased to you,but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises or land leased to you. However,no such person or organization is an insured with respect to: (1) Any"occurrence"that takes place after you cease to occupy that premises,or cease to lease the land;or (2) Structural alteration, new construction or demolition operations performed by or on behalf of that person or organization. 3. Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company and over which you maintain ownership or majority interest,will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded until the end of the policy period. b. Coverage A does not apply to"bodily injury"or"property damage"that occurred before you acquired or formed the organization. c. Coverage B does not apply to"personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. d. Coverage A does not apply to"product recall expense"arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 4. Any person or organization (referred to below as vendor)with whom you agreed, because of a written contract or agreement to provide insurance is an insured, but only with respect to"bodily injury"or "property damage"arising out of"your products"that are distributed or sold in the regular course of the vendor's business. However, no such person or organization is an insured with respect to: a. "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement. b. Any express warranty unauthorized by you: c. Any physical or chemical change in"your product"made intentionally by the vendor; d. Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing, or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; e. Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of"your products": f. Demonstration,installation,servicing or repair operations,except such operations performed at the vendor's premises in connection with the sale of"your product": Includes copyrighted material of Insurance Services Office, Inc. Page 6 of 10 CG 70 49 11 09 g. "Your products"which,after distribution or sale by you,have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor. h. "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However,this exclusion does not apply to: (1) The exceptions contained in subparagraphs d.or f.; or (2) Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. This insurance does not apply to any insured person or organization from which you have acquired"your products",or any ingredient, part,or container,entering into,accompanying or containing"your products". No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. 11. INCIDENTAL MALPRACTICE LIABILITY As respects provision 10.,SECTION II-WHO IS AN INSURED, paragraph 2.a.(1)(d)does not apply to any nurse,emergency medical technician or paramedic employed by you to provide medical or paramedical services,provided that you are not engaged in the business or occupation of providing such services,and your "employee"does not have any other insurance that would also cover claims arising under this provision, whether the other insurance is primary, excess,contingent or on any other basis. Under SECTION III-LIMITS OF INSURANCE,provisions 12.through 14.of this endorsement amend the policy as follows: 12. AGGREGATE LIMITS PER PROJECT The General Aggregate Limit applies separately to each of your construction projects away from premises owned by or rented to you. 13. INCREASED MEDICAL PAYMENTS LIMIT AND REPORTING PERIOD A. The requirement under SECTION I-COVERAGE C MEDICAL PAYMENTS that expenses be incurred and reported to us within one year of the date of the accident is changed to three years. B. SECTION III-LIMITS OF INSURANCE,paragraph 7.,the Medical Expense Limit, is subject to all of the terms of SECTION III-LIMITS OF INSURANCE and is the greater of: 1. $10,000; or 2. The amount shown in the Declarations for Medical Expense Limit. C. This provision 13.does not apply if COVERAGE C MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Form or by endorsement. 14. DAMAGE TO PREMISES RENTED TO YOU—SPECIFIC PERILS A. The word fire is changed to"specific perils"where it appears in: 1. The last paragraph of SECTION I—COVERAGE A,paragraph 2.Exclusions; 2. SECTION IV, paragraph 4.b.Excess Insurance. B. The Limits of Insurance shown in the Declarations will apply to all damage proximately caused by the same event,whether such damage results from a"specific peril"or any combination of"specific perils." C. The Damage To Premises Rented To You Limit described in SECTION III-LIMITS OF INSURANCE, paragraph 6., is replaced by a new limit, which is the greater of: 1. $1,000,000: or Includes copyrighted material of Insurance Services Office, Inc. CG70491109 Page 7of10 2. The amount shown in the Declarations for Damage To Premises Rented To You Limit. D. This provision 14.does not apply if the Damage To Premises Rented To You Limit of SECTION I- COVERAGE A is excluded either by the provisions of the Coverage Form or by endorsement. Under SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS, provisions 15.through 17.of this endorsement amend the policy as follows: 15. KNOWLEDGE OF OCCURRENCE Under 2.Duties In The Event Of Occurrence,Offense,Claim,Or Suit,paragraph a.is deleted and replaced and paragraphs e.and f.are added as follows: a. You must see to it that we are notified as soon as practicable of an "occurrence"or an offense, regardless of the amount,which may result in a claim. Knowledge of an"occurrence"or an offense by your "employee(s)"shall not, in itself,constitute knowledge to you unless one of your partners, members, "executive officers",directors,or managers has knowledge of the"occurrence"or offense. To the extent possible, notice should include: (1) How,when and where the"occurrence"or offense took place; (2) The names and addresses of any injured persons and witnesses;and (3) The nature and location of any injury or damage arising out of the"occurrence"or offense, e. If you report an"occurrence"to your workers compensation carrier that develops into a liability claim for which coverage is provided by the Coverage Form,failure to report such an"occurrence"to us at the time of the"occurrence"shall not be deemed a violation of paragraphs a.,b.,and c.above. However,you shall give written notice of this"occurrence"to us as soon you become aware that this"occurrence"may be a liability claim rather than a workers compensation claim. f. You must see to it that the following are done in the event of an actual or anticipated"covered recall"that may result in"product recall expense": (1) Give us prompt notice of any discovery or notification that"your product"must be withdrawn or recalled. Include a description of"your product"and the reason for the withdrawal or recall; (2) Cease any further release,shipment,consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under the insurance. 16. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Paragraph 6.Representations is deleted and replaced with the following: 6. Representations By accepting this policy,you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; c. We have issued this policy in reliance upon your representations; and d. This policy is void in any case of fraud by you as it relates to this policy or any claim under this policy. We will not deny coverage under this coverage part if you unintentionally fail to disclose all hazards existing as of the inception date of this policy.You must report to us any knowledge of an error or omission in the description of any premises or operations intended to be covered by the Coverage Form as soon as practicable after its discovery. However,this provision does not affect our right to collect additional premium or exercise our right of cancellation or nonrenewal. Includes copyrighted material of Insurance Services Office, Inc. Page 8 of 10 CG 70 49 11 09 17. TRANSFER OF RIGHTS(BLANKET WAIVER OF SUBROGATION) Paragraph 8.Transfer of Rights Of Recovery Against Others To Us is deleted and replaced with the following: 8. If the insured has rights to recover all or part of any payment we have made under this Coverage Form, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring"suit" or transfer those rights to us and help us enforce them. However,if the insured has waived rights to recover through a written contract,or if"your work"was commenced under a letter of intent or work order, subject to a subsequent reduction to writing with customers whose customary contracts require a waiver,we waive any right of recovery we may have under this Coverage Form. 18. EXTENDED NOTICE OF CANCELLATION AND NONRENEWAL Paragraph 2.b.of A.Cancellation of the COMMON POLICY CONDITIONS is deleted and replaced with the following: b. 60 days before the effective date of the cancellation if we cancel for any other reason. Under SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 9.When We Do Not Renew is deleted and replaced with the following: 9. When We Do Not Renew If we decide not to renew this Coverage Part,we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 60 days before the expiration date. If notice is mailed,proof of mailing will be sufficient proof of notice. 19. MOBILE EQUIPMENT REDEFINED Under SECTION V-DEFINITIONS, paragraph 12. "Mobile equipment",paragraph f.(1)does not apply to self- propelled vehicles of less than 1,000 pounds gross vehicle weight. 20. DEFINITIONS 1. SECTION V—DEFINITIONS,paragraph 4."Coverage territory"is replaced by the following definition: "Coverage territory"means anywhere in the world with respect to liability arising out of"bodily injury," "property damage,"or"personal and advertising injury,"including"personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in a settlement to which we agree or in a"suit"on the merits, in the United States of America (including its territories and possessions),Puerto Rico and Canada. 2. SECTION V—DEFINITIONS is amended by the addition of the following definitions: "Covered recall"means a recall made necessary because you or a government body has determined that a known or suspected defect,deficiency, inadequacy,or dangerous condition in"your product"has resulted or will result in"bodily injury"or"property damage". "Product Recall expenses"mean only reasonable and necessary extra costs, which result from or are related to the recall or withdrawal of"your product"for: a. Telephone and telegraphic communication,radio or television announcements, computer time and newspaper advertising; b. Stationery, envelopes, production of announcements and postage or facsimiles; c. Remuneration paid to regular employees for necessary overtime or authorized travel expense: d. Temporary hiring by you or by agents designated by you of persons,other than your regular employees,to perform necessary tasks; Includes copyrighted material of Insurance Services Office, Inc. CG 70 4911 09 Page 9 of 10 e. Rental of necessary additional warehouse or storage space; f. Packaging of or transportation or shipping of defective products to the location you designate;and g. Disposal of"your products"that cannot be reused. Disposal expenses do not include: (1) Expenses that exceed the original cost of the materials incurred to manufacture or process such product; and (2) Expenses that exceed the cost of normal trash discarding or disposal,except as are necessary to avoid"bodily injury"or"property damage". "Specific Perils"means fire; lightning;explosion;windstorm or hail;smoke; aircraft or vehicles; riot or civil commotion;vandalism; leakage from fire extinguishing equipment;weight of snow, ice or sleet; or"water damage". "Water damage"means accidental discharge or leakage of water or steam as the direct result of the breaking or cracking of any part of a system or appliance containing water or steam. 'Work contract"means a written agreement between you and one or more parties for work to be performed by you or on your behalf. Includes copyrighted material of Insurance Services Office, Inc. Page 10 of 10 CG 70 49 11 09 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADVANTAGE COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement,the provisions of the Coverage Form apply unless modified by the endorsement. The premium for this endorsement is$ INCLUDED 1. EXTENDED CANCELLATION CONDITION COMMON POLICY CONDITIONS-CANCELLATION. Paragraph A.2.is replaced by the following: 2. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancellation if we cancel for nonpayment of premium: or b. 60 days before the effective date of cancellation if we cancel for any other reason. 2. BROAD FORM INSURED SECTION II-LIABILITY COVERAGE A.1.WHO IS AN INSURED is amended by the addition of the following: d. Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company,and over which you maintain ownership or a majority interest,will qualify as a Named Insured. However, (1) Coverage under this provision is afforded only until the end of the policy period; (2) Coverage does not apply to"accidents"or"loss"that occurred before you acquired or formed the organization:and (3) Coverage does not apply to an organization that is an"insured"under any other policy or would be an"insured"but for its termination or the exhausting of its limit of insurance. e. Any"employee"of yours using: (1) A covered"auto"you do not own,hire or borrow,or a covered"auto"not owned by the"employee" or a member of his or her household,while performing duties related to the conduct of your business or your personal affairs; or (2) An"auto"hired or rented under a contract or agreement in that"employee's"name,with your permission,while performing duties related to the conduct of your business. However,your "employee"does not qualify as an insured under this paragraph(2)while using a covered"auto" rented from you or from any member of the"employee's"household. f. Your members, if you are a limited liability company,while using a covered"auto"you do not own,hire, or borrow,while performing duties related to the conduct of your business or your personal affairs. g. Any person or organization with whom you agree in a written contract,written agreement or permit,to provide insurance such as is afforded under this policy,but only with respect to your covered"autos". This provision does not apply: (1) Unless the written contract or agreement is executed or the permit is issued prior to the"bodily injury"or"property damage": Includes copyrighted material of Insurance Services Office, Inc. CA 71 15 11 09 Page 1 of 5 (2) To any person or organization included as an insured by an endorsement or in the Declarations;or (3) To any lessor of"autos"unless: (a) The lease agreement requires you to provide direct primary insurance for the lessor; (b) The"auto"is leased without a driver;and (c) The lease had not expired. Leased"autos"covered under this provision will be considered covered"autos"you own and not covered "autos"you hire. h. Any legally incorporated organization or subsidiary in which you own more than 50%of the voting stock on the effective date of this endorsement. This provision does not apply to"bodily injury"or"property damage"for which an"insured"is also an insured under any other automobile policy or would be an insured under such a policy,but for its termination or the exhaustion of its limits of insurance,unless such policy was written to apply specifically in excess of this policy. 3. COVERAGE EXTENSIONS-SUPPLEMENTARY PAYMENTS Under SECTION II-LIABILITY COVERAGE,A.2.a.Supplementary Payments, paragraphs(2)and(4)are deleted and replaced with the following: (2) Up to$2500 for the cost of bail bonds(including bonds for related traffic law violations)required because of an"accident"we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the"insured"at our request, including actual loss of earnings up to $500 a day because of time off from work. 4. AMENDED FELLOW EMPLOYEE EXCLUSION SECTION II- LIABILITY COVERAGE,B.EXCLUSIONS, paragraph 5.Fellow Employee is deleted and replaced by the following: 5. Fellow Employee "Bodily injury"to: a. Any fellow"employee"of the"insured"arising out of and in the course of the fellow"employee's" employment or while performing duties related to the conduct of your business. However,this exclusion does not apply to your"employees"that are officers,managers, supervisors or above. Coverage is excess over any other collectible insurance. b. The spouse,child,parent,brother or sister of that fellow"employee"as a consequence of paragraph a.above. 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE AND LOSS OF USE EXPENSE A. Under SECTION III-PHYSICAL DAMAGE COVERAGE,A.COVERAGE,the following is added: If any of your owned covered"autos"are covered for Physical Damage,we will provide Physical Damage coverage to"autos"that you or your"employees"hire or borrow,under your name or the"employee's" name,for the purpose of doing your work. We will provide coverage equal to the broadest physical damage coverage applicable to any covered"auto"shown in the Declarations, Item Three, Schedule of Covered Autos You Own,or on any endorsements amending this schedule. B. Under SECTION III-PHYSICAL DAMAGE COVERAGE,A.4.COVERAGE EXTENSIONS,paragraph b. Loss of Use Expenses is deleted and replaced with the following: b. Loss Of Use Expenses For Hired Auto Physical Damage,we will pay expenses for which an"insured"becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver,under a written rental contract or agreement. We will pay for loss of use expenses if caused by: Includes copyrighted material of Insurance Services Office, Inc. Page 2 of 5 CA 71 1511 09 (1) Other than collision,only if the Declarations indicate that Comprehensive Coverage is provided for any covered"auto"; (2) Specified Causes of Loss, only if the Declarations indicate that Specified Causes Of Loss Coverage is provided for any covered"auto";or (3) Collision,only if the Declarations indicate that Collision Coverage is provided for any covered "auto". However,the most we will pay for any expenses for loss of use is$30 per day,to a maximum of $2,000. C. Under SECTION IV—BUSINESS AUTO CONDITIONS,paragraph 5.b.Other Insurance is deleted and replaced by the following: b. For Hired Auto Physical Damage Coverage,the following are deemed to be covered"autos"you own: 1. Any covered"auto"you lease,hire, rent or borrow;and 2. Any covered"auto"hired or rented by your"employee"under a contract in that individual "employee's"name,with your permission,while performing duties related to the conduct of your business. However,any"auto"that is leased, hired,rented or borrowed with a driver is not a covered"auto". nor is any"auto"you hire from any of your"employees",partners(if you are a partnership), members (if you are a limited liability company),or members of their households. 6. LOAN OR LEASE GAP COVERAGE Under SECTION III-PHYSICAL DAMAGE COVERAGE,A.COVERAGE,the following is added: If a covered"auto"is owned or leased and if we provide Physical Damage Coverage on it,we will pay,in the event of a covered total"loss", any unpaid amount due on the lease or loan for a covered"auto",less: (a) The amount paid under the Physical Damage Coverage Section of the policy;and (b) Any: (1) Overdue lease or loan payments including penalties,interest or other charges resulting from overdue payments at the time of the"loss"; (2) Financial penalties imposed under a lease for excessive use,abnormal wear and tear or high mileage: (3) Costs for extended warranties,Credit Life Insurance, Health.Accident or Disability Insurance purchased with the loan or lease; (4) Security deposits not refunded by a lessor;and (5) Carry-over balances from previous loans or leases. 7. RENTAL REIMBURSEMENT SECTION III-PHYSICAL DAMAGE COVERAGE,A.COVERAGE, paragraph 4.Coverage Extensions is deleted and replaced by the following: 4. Coverage Extensions (a) We will pay up to$75 per day to a maximum of$2000 for transportation expense incurred by you because of covered"loss". We will pay only for those covered"autos"for which you carry Collision Coverage or either Comprehensive Coverage or Specified Causes of Loss Coverage. We will pay for transportation expenses incurred during the period beginning 24 hours after the covered"loss" and ending,regardless of the policy's expiration,when the covered"auto"is returned to use or we pay for its"loss". This coverage is in addition to the otherwise applicable coverage you have on a covered"auto". No deductibles apply to this coverage. (b) This coverage does not apply while there is a spare or reserve"auto"available to you for your operation. Includes copyrighted material of Insurance Services Office, Inc. CA 71 15 11 09 Page 3 of 5 8. AIRBAG COVERAGE SECTION III-PHYSICAL DAMAGE,B. EXCLUSIONS, Paragraph 3. is deleted and replaced by the following: We will not pay for"loss"caused by or resulting from any of the following unless caused by other"loss"that is covered by this insurance: a. Wear and tear,freezing,mechanical or electrical breakdown. However,this exclusion does not include the discharge of an airbag. b. Blowouts,punctures or other road damage to tires. 9. GLASS REPAIR-WAIVER OF DEDUCTIBLE SECTION HI-PHYSICAL DAMAGE COVERAGE,D. DEDUCTIBLE is amended to add the following: No deductible applies to glass damage if the glass is repaired rather than replaced. 10. COLLISION COVERAGE—WAIVER OF DEDUCTIBLE SECTION III-PHYSICAL DAMAGE COVERAGE,D. DEDUCTIBLE is amended to add the following: When there is a loss"to your covered"auto"insured for Collision Coverage,no deductible will apply if the "loss"was caused by a collision with another"auto"insured by us. 11. KNOWLEDGE OF ACCIDENT SECTION IV-BUSINESS AUTO CONDITIONS,A.LOSS CONDITIONS,2.DUTIES IN THE EVENT OF ACCIDENT,CLAIM,SUIT OR LOSS, paragraph a.is deleted and replaced by the following: a. You must see to it that we are notified as soon as practicable of an"accident",claim,"suit"or"loss". Knowledge of an"accident",claim,"suit"or"loss"by your"employees"shall not, in itself, constitute knowledge to you unless one of your partners,executive officers, directors,managers,or members(if you are a limited liability company)has knowledge of the"accident",claim,"suit"or"loss". Notice should include: (1) How,when and where the"accident"or"loss"occurred; (2) The"insured's"name and address;and (3) To the extent possible,the names and addresses of any injured persons and witnesses. 12. TRANSFER OF RIGHTS(BLANKET WAIVER OF SUBROGATION) SECTION IV-BUSINESS AUTO CONDITIONS A.5.TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US is deleted and replaced by the following: If any person or organization to or for whom we make payment under this Coverage Form has rights to recover damages from another,those rights are transferred to us. That person or organization must do everything necessary to secure our rights and must do nothing after"accident"or"loss"to impair them. However,if the insured has waived rights to recover through a written contract,or if your work was commenced under a letter of intent or work order,subject to a subsequent reduction in writing with customers whose customary contracts require a waiver,we waive any right of recovery we may have under this Coverage Form. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV-BUSINESS AUTO CONDITIONS,B.GENERAL CONDITIONS,2.CONCEALMENT, MISREPRESENTATION OR FRAUD is amended by the addition of the following: We will not deny coverage under this Coverage Form if you unintentionally fail to disclose all hazards existing as of the inception date of this policy. You must report to us any knowledge of an error or omission in your representations as soon as practicable after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. Includes copyrighted material of Insurance Services Office, Inc. Page 4of5 CA71151109 14. BLANKET COVERAGE FOR CERTAIN OPERATIONS IN CONNECTION WITH RAILROADS When required by written contract or written agreement,the definition of"insured contract"is amended as follows: — The exception contained in paragraph H.3.relating to construction or demolition operations on or within 50 feet of a railroad;and — Paragraph H.a. are deleted with respect to the use of a covered"auto"in operations for,or affecting, a railroad. Includes copyrighted material of Insurance Services Office, Inc. CA71151109 Page5of5 COMMERCIAL LIABILITY UMBRELLA CU 00 01 0413 COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM Various provisions in this policy restrict coverage. No other obligation or liability to pay sums or Read the entire policy carefully to determine rights, perform acts or services is covered unless duties and what is and is not covered. explicitly provided for under Supplementary Throughout this policy the words "you" and "your" Payments—Coverages A and B. refer to the Named Insured shown in the Declarations, b. This insurance applies to "bodily injury" or and any other person or organization qualifying as a "property damage" that is subject to an Named Insured under this policy. The words "we", applicable "retained limit". If any other limit, "us" and "our" refer to the company providing this such as a sublimit, is specified in the insurance. "underlying insurance", this insurance does not The word"insured" means any person or organization apply to "bodily injury" or "property damage" qualifying as such under Section II — Who Is An arising out of that exposure unless that limit is Insured. specified in the Declarations under the Schedule of"underlying insurance". Other words and phrases that appear in quotation c. This insurance applies to "bodily injury" and marks have special meaning. Refer to Section V — Definitions. "property damage"only if: SECTION I—COVERAGES (1) The "bodily injury" or "property damage" is caused by an "occurrence"that takes place COVERAGE A—BODILY INJURY AND PROPERTY in the"coverage territory"; DAMAGE LIABILITY 1. Insuring Agreement (2) The occursdurin injury" thpolicy r erid and damage" 9 P a. We will pay on behalf of the insured the (3) Prior to the policy period, no insured listed "ultimate net loss" in excess of the "retained under Paragraph 1.a. of Section II—Who Is limit" because of "bodily injury" or "property An Insured and no "employee" authorized damage" to which this insurance applies. We by you to give or receive notice of an will have the right and duty to defend the "occurrence" or claim, knew that the "bodily insured against any"suit' seeking damages for injury" or "property damage" had occurred, such "bodily injury" or"property damage"when in whole or in part. If such a listed insured the "underlying insurance" does not provide or authorized "employee" knew, prior to the coverage or the limits of"underlying insurance" policy period, that the "bodily injury" or have been exhausted. When we have no duty "property damage" occurred, then any to defend, we will have the right to defend, or continuation, change or resumption of such to participate in the defense of, the insured "bodily injury" or "property damage" during against any other "suit" seeking damages to or after the policy period will be deemed to which this insurance may apply. However, we have been known prior to the policy period. will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" d. "Bodily injury" or "property damage" which or "property damage" to which this insurance occurs during the policy period and was not, does not apply. At our discretion, we may prior to the policy period, known to have investigate any "occurrence" that may involve occurred by any insured listed under this insurance and settle any resultant claim or Paragraph 1.a. of Section II — Who Is An "suit" for which we have the duty to defend. Insured or any"employee"authorized by you to But: give or receive notice of an "occurrence" or (1) The amount we will payfor the "ultimate net claim, includes any continuation, change or resumption of that "bodily injury" or "property loss" is limited as described in Section III — damage"after the end of the policy period. Limits Of Insurance;and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B. CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 1 of 18 e. "Bodily injury" or "property damage" will be (b) Such attorneys' fees and litigation deemed to have been known to have occurred expenses are for defense of that party at the earliest time when any insured listed against a civil or alternative dispute under Paragraph 1.a.of Section II—Who Is An resolution proceeding in which damages Insured or any"employee"authorized by you to to which this insurance applies are give or receive notice of an "occurrence" or alleged. claim: c. Liquor Liability (1) Reports all,or any part, of the"bodily injury" "Bodily injury" or "property damage" for which or "property damage" to us or any other any insured may be held liable by reason of: insurer; (2) Receives a written or verbal demand or (1) Causing or contributing to the intoxication of claim for damages because of the "bodily any person; injury"or"property damage";or (2) The furnishing of alcoholic beverages to a (3) Becomes aware by any other means that person under the legal drinking age or "bodily injury" or "property damage" has under the influence of alcohol;or occurred or has begun to occur. (3) Any statute, ordinance or regulation relating f. Damages because of "bodily injury" include to the sale, gift, distribution or use of es claimed byanyalcoholic beverages. damages person or organization for care, loss of services or death This exclusion applies even if the claims resulting at any time from the"bodily injury". against any insured allege negligence or other wrongdoing in: 2. Exclusions This insurance does not apply to: (a) The supervision, hiring, employment, training or monitoring of others by that a. Expected Or Intended Injury insured;or "Bodily injury" or "property damage" expected (b) Providing or failing to provide or intended from the standpoint of the insured. transportation with respect to any This exclusion does not apply to "bodily injury" person that may be under the influence resulting from the use of reasonable force to of alcohol; protect persons or property. if the "occurrence" which caused the "bodily b. Contractual Liability injury" or "property damage" involved that "Bodily injury" or "property damage" for which which is described in Paragraph (1), (2) or(3) the insured is obligated to pay damages by above. reason of the assumption of liability in a However, this exclusion applies only if you are contract or agreement. This exclusion does not in the business of manufacturing, distributing, apply to liability for damages: selling, serving or furnishing alcoholic (1) That the insured would have in the absence beverages. For the purposes of this exclusion, of the contract or agreement;or permitting a person to bring alcoholic beverages on your premises, for consumption (2) Assumed in a contract or agreement that is on your premises, whether or not a fee is an "insured contract", provided the "bodily charged or a license is required for such injury" or "property damage" occurs activity, is not by itself considered the business subsequent to the execution of the contract of selling, serving or furnishing alcoholic or agreement. Solely for the purposes of beverages. liability assumed in an "insured contract", reasonable attorneys' fees and necessary This exclusion does not apply to the extent that litigation expenses incurred by or for a party valid "underlying insurance" for the liquor other than an insured are deemed to be liability risks described above exists or would damages because of "bodily injury" or have existed but for the exhaustion of "property damage", provided: underlying limits for "bodily injury" and "property damage". To the extent this exclusion (a) Liability to such party for, or for the cost does not apply, the insurance provided under of, that party's defense has also been this Coverage Part for the liquor liability risks assumed in the same"insured contract"; described above will follow the same and provisions, exclusions and limitations that are contained in the applicable "underlying insurance", unless otherwise directed by this insurance. Page 2 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 d. Workers'Compensation And Similar Laws This exclusion does not apply to the extent that Any obligation of the insured under a workers' valid "underlying insurance" for the employer's compensation, disability benefits or liability risks described above exists or would unemployment compensation law or any have existed but for the exhaustion of similar law. underlying limits for "bodily injury". To the extent this exclusion does not apply, the e. ERISA insurance provided under this Coverage Part Any obligation of the insured under the for the employer's liability risks described Employee Retirement Income Security Act of above will follow the same provisions, 1974 (ERISA),and any amendments thereto or exclusions and limitations that are contained in any similar federal, state or local statute. the applicable "underlying insurance", unless f. Auto Coverages otherwise directed by this insurance. (1) "Bodily injury" or"property damage" arising h. Employment-related Practices out of the ownership, maintenance or use of "Bodily injury"to: any"auto"which is not a"covered auto";or (1) A person arising out of any: (2) Any loss, cost or expense payable under or (a) Refusal to employ that person; resulting from any first-party physical damage coverage; no-fault law; personal (b) Termination of that person's injury protection or auto medical payments employment;or coverage; or uninsured or underinsured (c) Employment-related practices, policies, motorist law, acts or omissions, such as coercion, g. Employer's Liability demotion, evaluation, reassignment, discipline, defamation, harassment, "Bodily injury"to: humiliation, discrimination or malicious (1) An "employee" of the insured arising out of prosecution directed at that person;or and in the course of: (2) The spouse, child, parent, brother or sister (a) Employment by the insured;or of that person as a consequence of"bodily (b) Performing duties related to the conduct injury" to that person at whom any of the of the insured's business;or employment-related practices described in Paragraph(a),(b),or(c)above is directed. (2) The spouse, child, parent, brother or sister This exclusion applies whether the injury of that "employee" as a consequence of causing event described in Paragraph (a), (b) Paragraph(1)above. or(c)above occurs before employment, during This exclusion applies whether the insured employment or after employment of that may be liable as an employer or in any other person. capacity, and to any obligation to share This exclusion applies whether the insured damages with or repay someone else who may be liable as an employer or in any other must pay damages because of the injury. capacity, and to any obligation to share This exclusion does not apply to liability damages with or repay someone else who assumed by the insured under an "insured must pay damages because of the injury. contract". i. Pollution With respect to injury arising out of a "covered (1) "Bodily injury" or "property damage" which auto", this exclusion does not apply to "bodily have ocurred inor part injury" to domestic "employees" not entitled to butuld fornot the actual, alleged orhole threatened workers' compensation benefits. For the purposes of this insurance, a domestic discharge, dispersal, seepage, migration, "employee" is a person engaged in household release or escape of "pollutants" at any or domestic work performed principally in time;or connection with a residence premises. (2) "Pollution cost or expense". CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 3 of 18 This exclusion does not apply if valid (5) Aircraft that is: "underlying insurance" for the pollution liability (a) Chartered by, loaned to, or hired by you risks described above exists or would have with a paid crew;and existed but for the exhaustion of underlying limits for"bodily injury"and"property damage". (b) Not owned by any insured. To the extent this exclusion does not apply,the k. Racing Activities insurance provided under this Coverage Part "Bodily injury" or"property damage"arising out for the pollution risks described above will of the use of"mobile equipment" or "autos" in, follow the same provisions, exclusions and or while in practice for, or while being prepared limitations that are contained in the applicable for, any prearranged professional or organized "underlying insurance", unless otherwise racing, speed,demolition, or stunting activity or directed by this insurance. contest. j. Aircraft Or Watercraft I. War "Bodily injury"or"property damage" arising out "Bodily injury" or "property damage", however of the ownership, maintenance, use or caused,arising,directly or indirectly, out of: entrustment to others of any aircraft or watercraft owned or operated by or rented or (1) War, including undeclared or civil war; loaned to any insured. Use includes operation (2) Warlike action by a military force, including and"loading or unloading". action in hindering or defending against an This exclusion applies even if the claims actual or expected attack, by any against any insured allege negligence or other government, sovereign or other authority wrongdoing in the supervision, hiring, using military personnel or other agents; or employment,training or monitoring of others by (3) Insurrection, rebellion, revolution, usurped that insured, if the "occurrence" which caused power, or action taken by governmental the "bodily injury" or "property damage" authority in hindering or defending against involved the ownership, maintenance, use or any of these. entrustment to others of any aircraft or m. Damage To Property watercraft that is owned or operated by or rented or loaned to any insured. "Property damage"to: This exclusion does not apply to: (1) Property: (1) A watercraft while ashore on premises you (a) You own, rent, or occupy, including any own or rent; costs or expenses incurred by you, or (2) A watercraft you do not own that is: any other person, organization or entity, (a) Less than 50 feet long;and for repair, replacement, enhancement, restoration or maintenance of such (b) Not being used to carry persons or property for any reason, including property for a charge; prevention of injury to a person or (3) Liability assumed under any "insured damage to anothers property; or contract"for the ownership, maintenance or (b) Owned or transported by the insured use of aircraft or watercraft; and arising out of the ownership, (4) The extent that valid "underlying insurance" maintenance or use of a "covered auto". for the aircraft or watercraft liability risks (2) Premises you sell,give away or abandon, if described above exists or would have the "property damage" arises out of any existed but for the exhaustion of underlying part of those premises; limits for "bodily injury" or "property (3) Property loaned to you; damage". To the extent this exclusion does (4) Personal property in the care, custody or not apply,the insurance provided under this control of the insured; Coverage Part for the aircraft or watercraft risks described above will follow the same (5) That particular part of real property on provisions, exclusions and limitations that which you or any contractors or are contained in the "underlying insurance", subcontractors working directly or indirectly unless otherwise directed by this insurance; on your behalf are performing operations, if or the "property damage" arises out of those operations;or Page 4 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 (6) That particular part of any property that (3) "Impaired property"; must be restored, repaired or replaced if such product, work, or property is withdrawn because "your work" was incorrectly or recalled from the market or from use by any performed on it. person or organization because of a known or Paragraph (2) of this exclusion does not apply suspected defect, deficiency, inadequacy or if the premises are"your work" and were never dangerous condition in it. occupied, rented or held for rental by you. r. Personal And Advertising Injury Paragraphs (1)(b), (3), (4), (5) and (6) of this exclusion "Bodily injury" arising out of "personal and do not apply to liability assumed advertising injury". under a sidetrack agreement. Paragraphs (3)and (4) of this exclusion do not s. Professional Services apply to liability assumed under a written "Bodily injury" or "property damage" due to Trailer Interchange agreement. rendering of or failure to render any Paragraph (6) of this exclusion does not apply professional service. This includes but is not limited to: to"property damage"included in the"products- completed operations hazard". (1) Legal, accounting or advertising services; n. Damage To Your Product (2) Preparing, approving, or failing to prepare "Property y damage"to"your product"arising out or approve, maps, shop drawings,opinions, of it or r any partof it. reports, surveys, field orders, change orders or drawings or specifications; o. Damage To Your Work (3) Inspection, supervision, quality control, "Property damage"to"your work"arising out of architectural or engineering activities done it or any part of it and included in the"products- by or for you on a project on which you completed operations hazard". serve as construction manager; This exclusion does not apply if the damaged (4) Engineering services, including related work or the work out of which the damage supervisory or inspection services; arises was performed on your behalf by a subcontractor. (5) Medical, surgical, dental, X-ray or nursing services treatment,advice or instruction; p. Damage To Impaired Property Or Property (6) Any health or therapeutic service treatment, Not Physically Injured advice or instruction; "Property damage" to "impaired property" or (7) Any service,treatment, advice or instruction property that has not been physically injured, for the purpose of appearance or skin arising out of: enhancement, hair removal or replacement, (1) A defect, deficiency, inadequacy or or personal grooming or therapy; dangerous condition in "your product" or "your work";or (8) Any service,treatment,advice or instruction relating to physical fitness, including (2) A delay or failure by you or anyone acting service, treatment, advice or instruction in on your behalf to perform a contract or connection with diet, cardiovascular fitness, agreement in accordance with its terms. bodybuilding or physical training programs; This exclusion does not apply to the loss of use (9) Optometry or optical or hearing aid services of other property arising out of sudden and including the prescribing, preparation, accidental physical injury to "your product" or fitting, demonstration or distribution of "your work"after it has been put to its intended ophthalmic lenses and similar products or use. hearing aid devices; q. Recall Of Products,Work Or Impaired (10) Body piercing services; Property (11) Services in the practice of pharmacy; Damages claimed for any loss, cost or (12) Law enforcement or firefighting services; expense incurred by you or others for the loss and of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal (13) Handling, embalming, disposal, burial, of: cremation or disinterment of dead bodies. (1) "Your product"; (2) "Your work";or CU 00 01 0413 6)Insurance Services Office, Inc.,2012 Page 5 of 18 This exclusion applies even if the claims COVERAGE B—PERSONAL AND ADVERTISING against any insured allege negligence or other INJURY LIABILITY wrongdoing in the supervision, hiring, 1. Insuring Agreement employment, training or monitoring of others by that insured, if the "occurrence" which caused a. We will pay on behalf of the insured the the "bodily injury" or "property damage", "ultimate net loss" in excess of the "retained involved the rendering of or failure to render limit" because of "personal and advertising any professional service. injury"to which this insurance applies. We will have the right and duty to defend the insured t. Electronic Data against any "suit" seeking damages for such Damages arising out of the loss of, loss of use "personal and advertising injury" when the of. damage to, corruption of, inability to access "underlying insurance" does not provide or inability to manipulate electronic data. coverage or the limits of"underlying insurance" However, this exclusion does not apply to have been exhausted. When we have no duty liability for damages because of"bodily injury". to defend, we will have the right to defend, or to participate in the defense of, the insured As used in this exclusion, electronic data against any other "suit" seeking damages to means information,facts or programs stored as which this insurance may apply. However, we or on, created or used on, or transmitted to or will have no duty to defend the insured against from computer software, including systems and any "suit" seeking damages for "personal and applications software, hard or floppy disks,CD- advertising injury"to which this insurance does ROMs, tapes, drives, cells, data processing not apply. At our discretion,we may investigate devices or any other media which are used any offense that may involve this insurance with electronically controlled equipment. and settle any resultant claim or"suit"for which This exclusion does not apply if valid we have the duty to defend. But: "underlying insurance" for the electronic data (1) The amount we will pay for the "ultimate net risks described above exists or would have loss" is limited as described in Section III— existed but for the exhaustion of underlying Limits Of Insurance;and limits for"bodily injury" and "property damage". The insurance provided under this Coverage (2) Our right and duty to defend end when we Part will follow the same provisions, exclusions have used up the applicable limit of and limitations that are contained in the insurance in the payment of judgments or applicable "underlying insurance", unless settlements under Coverages A or B. otherwise directed by this insurance. No other obligation or liability to pay sums or u. Recording And Distribution Of Material Or perform acts or services is covered unless Information In Violation Of Law explicitly provided for under Supplementary "Bodily injury" or "property damage" arising Payments—Coverages A and B. directly or indirectly out of any action or b. This insurance applies to "personal and omission that violates or is alleged to violate: advertising injury" that is subject to an applicable "retained limit". If any other limit, (1) The Telephone Consumer Protection Act such as a sublimit, is specified in the (TCPA), including any amendment of or "underlying insurance",this insurance does not addition to such law; apply to "personal and advertising injury" (2) The CAN-SPAM Act of 2003, including any arising out of that exposure unless that limit is amendment of or addition to such law; specified in the Declarations under the (3) The Fair Credit Reporting Act (FCRA), and Schedule of"underlying insurance". any amendment of or addition to such law, c. This insurance applies to "personal and including the Fair and Accurate Credit advertising injury"caused by an offense arising Transactions Act(FACIA);or out of your business but only if the offense was (4) Any federal, state or local statute, committed in the"coverage territory"during the ordinance or regulation, other than the policy period. TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Page 6 of 18 0 Insurance Services Office, Inc.,2012 CU 00 01 0413 2. Exclusions (9) Infringement Of Copyright,Patent, This insurance does not apply to: Trademark Or Trade Secret a. "Personal and advertising injury: Arising out of the infringement of copyright, patent, r (1) Knowing Violation Of Rights Of Another intellectual pro , trade secra other prop peerty rights. U Under this Caused by or at the direction of the insured exclusion, such other intellectual property with the knowledge that the act would rights do not include the use of another's violate the rights of another and would inflict advertising idea in your"advertisement". "personal and advertising injury". However, this exclusion does not apply to (2) Material Published With Knowledge Of infringement, in your "advertisement", of Falsity copyright,trade dress or slogan. Arising out of oral or written publication, in (10) Insureds In Media And Internet Type any manner,of material, if done by or at the Businesses direction of the insured with knowledge of Committed by an insured whose business its falsity. is: (3) Material Published Prior To Policy (a) Advertising, broadcasting, publishing or Period telecasting: Arising out of oral or written publication, in (b) Designing or determining content of web any manner, of material whose first sites for others;or publication took place before the beginning of the policy period. (c) An Internet search, access, content or (4) Criminal Acts service provider. However, this exclusion does not apply to Arising out of a criminal act committed by or Paragraphs 14.a., b. and c. of "personal at the direction of the insured. and advertising injury" under the Definitions (5) Contractual Liability section. For which the insured has assumed liability For the purposes of this exclusion, the in a contract or agreement. This exclusion placing of frames, borders or links, or does not apply to: advertising, for you or others anywhere on (a) Liability for damages that the insured the Internet, is not by itself, considered the would have in the absence of the business of advertising, broadcasting, contract or agreement. publishing or telecasting. (b) Liability for false arrest, detention or (11) Electronic Chatrooms Or Bulletin imprisonment assumed in a contract or Boards agreement. Arising out of an electronic chatroom or (6) Breach Of Contract bulletin board the insured hosts, owns, or over which the insured exercises control. Arising out of a breach of contract, except an implied contract to use another s (12) Unauthorized Use Of Another's Name Or advertising idea in your"advertisement". Product (7) Quality Or Performance Of Goods— Arising out of the unauthorized use of Failure To Conform To Statements another's name or product in your e-mail address, domain name or metatag, or any Arising out of the failure of goods, products other similar tactics to mislead another's or services to conform with any statement potential customers. of quality or performance made in your "advertisement". (13) Pollution (8) Wrong Description Of Prices Arising out of the actual, alleged or threatened discharge, dispersal, seepage, Arising out of the wrong description of the migration, release or escape of"pollutants" price of goods, products or services stated at any time. in your"advertisement". CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 7 of 18 (14) Employment-related Practices (f) Any health or therapeutic service To: treatment,advice or instruction; (a) A person arising out of any: (g) Any service, treatment, advice or (i) Refusal to employ that person; instruction for the purpose of appearance or skin enhancement, hair (ii) Termination of that person's removal or replacement, or personal employment;or grooming or therapy; (iii) Employment-related practices, (h) Any service, treatment, advice or policies, acts or omissions, such as instruction relating to physical fitness, coercion, demotion, evaluation, including service, treatment, advice or reassignment,discipline, defamation, instruction in connection with diet, harassment, humiliation, cardiovascular fitness, bodybuilding or discrimination or malicious physical training programs; prosecution directed at that person; (i) Optometry or optical or hearing aid or services including the prescribing, (b) The spouse, child, parent, brother or preparation, fitting, demonstration or sister of that person as a consequence distribution of ophthalmic lenses and of "personal and advertising injury" to similar products or hearing aid devices; that person at whom any of the employment-related practices described U> Body piercing services; in Paragraph (i), (ii) or (iii) above is (k) Services in the practice of pharmacy: directed. (I) Law enforcement or firefighting services; This exclusion applies whether the injury- and causing event described in Paragraph (i), (m) Handling, embalming, disposal, burial, (ii) or (iii) above occurs before cremation or disinterment of dead employment, during employment or after bodies. employment of that person. This exclusion applies even if the claims This exclusion applies whether the insured against any insured allege negligence or may be liable as an employer or in any other wrongdoing in the supervision, hiring, other capacity, and to any obligation to employment, training or monitoring of share damages with or repay someone else others by that insured, if the offense which who must pay damages because of the caused the "personal and advertising injury. injury", involved the rendering of or failure (15) Professional Services to render any professional service. Arising out of the rendering of or failure to (16) War render any professional service. This However caused, arising, directly or includes but is not limited to: indirectly,out of: (a) Legal, accounting or advertising (a) War, including undeclared or civil war; services; (b) Warlike action by a military force, (b) Preparing, approving, or failing to including action in hindering or prepare or approve, maps, shop defending against an actual or expected drawings, opinions, reports, surveys, attack, by any government, sovereign or field orders, change orders or drawings other authority using military personnel or specifications; or other agents;or (c) Inspection, supervision, quality control, (c) Insurrection, rebellion, revolution, architectural or engineering activities usurped power, or action taken by done by or for you on a project on which governmental authority in hindering or you serve as construction manager; defending against any of these. (d) Engineering services, including related supervisory or inspection services; (e) Medical, surgical, dental, X-ray or nursing services treatment, advice or instruction; Page 8 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 (17) Recording And Distribution Of Material f. Prejudgment interest awarded against the Or Information In Violation Of Law insured on that part of the judgment we pay. If Arising directly or indirectly out of any we make an offer to pay the applicable limit of action or omission that violates or is alleged insurance, we will not pay any prejudgment to violate: interest based on that period of time after the offer. (a) The Telephone Consumer Protection All interest the fullamount of judgment Act (TCPA), including any amendment gon any g of or addition to such law: that accrues after entry of the judgment and before we have paid, offered to pay, or (b) The CAN SPAM Act of 2003, including deposited in court the part of the judgment that any amendment of or addition to such is within the applicable limit of insurance. law; These payments will not reduce the limits of (c) The Fair Credit Reporting Act (FCRA), insurance. and any amendment of or addition to such law, including the Fair and 2. When we have the right but not the duty to defend Accurate Credit Transactions Act the insured and elect to participate in the defense, (FACTA);or we will pay our own expenses but will not contribute to the expenses of the insured or the (d) Any federal, state or local statute, "underlying insurer". ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or 3. If we defend an insured against a "suit" and an FCRA and their amendments and indemnitee of the insured is also named as a party additions, that addresses, prohibits, or to the"suit", we will defend that indemnitee if all of limits the printing, dissemination, the following conditions are met: disposal, collecting, recording, sending, a. The "suit" against the indemnitee seeks transmitting, communicating or damages for which the insured has assumed distribution of material or information, the liability of the indemnitee in a contract or b. "Pollution cost or expense". agreement that is an "insured contract"; SUPPLEMENTARY PAYMENTS—COVERAGES A b. This insurance applies to such liability AND B assumed by the insured: 1. We will pay, with respect to any claim we c. The obligation to defend, or the cost of the investigate or settle, or any "suit" against an defense of, that indemnitee, has also been insured we defend, when the duty to defend assumed by the insured in the same "insured exists: contract"; a. All expenses we incur. d. The allegations in the"suit"and the information we know about the "occurrence" are such that b. Up to $2,000 for cost of bail bonds (including no conflict appears to exist between the bonds for related traffic law violations) required interests of the insured and the interests of the because of an "occurrence" we cover. We do indemnitee; not have to furnish these bonds. c. The cost of bonds to release attachments, but e. The indemnitee and the insured ask us to conduct and control the defense of that only for bond amounts within the applicable indemnitee against such "suit" and agree that limit of insurance. We do not have to furnish we can assign the same counsel to defend the these bonds, insured and the indemnitee;and d. All reasonable expenses incurred by the f. The indemnitee: insured at our request to assist us in the investigation or defense of the claim or "suit", (1) Agrees in writing to: including actual loss of earnings up to $250 a (a) Cooperate with us in the investigation, day because of time off from work. settlement or defense of the"suit"; e. All court costs taxed against the insured in the (b) Immediately send us copies of any "suit". However,these payments do not include demands, notices, summonses or legal attorneys' fees or attorneys' expenses taxed papers received in connection with the against the insured. "suit": (c) Notify any other insurer whose coverage is available to the indemnitee; and CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 9 of 18 (d) Cooperate with us with respect to (5) A trust, you are an insured. Your trustees coordinating other applicable insurance are also insureds, but only with respect to available to the indemnitee;and their duties as trustees. (2) Provides us with written authorization to: b. Each of the following is also an insured: (a) Obtain records and other information (1) Your "volunteer workers" only while related to the"suit"; and performing duties related to the conduct of (b) Conduct and control the defense of the your business, or your "employees", other indemnitee in such"suit". than either your "executive officers" (if you are an organization other than a So long as the above conditions are met, partnership, joint venture or limited liability attorneys' fees incurred by us in the defense of company) or your managers (if you are a that indemnitee, necessary litigation expenses limited liability company), but only for acts incurred by us and necessary litigation expenses within the scope of their employment by you incurred by the indemnitee at our request will be or while performing duties related to the paid as Supplementary Payments. conduct of your business. However, none of Notwithstanding the provisions of Paragraph these "employees" or "volunteer workers" 2.b.(2) of Section I — Coverage A — Bodily Injury are insureds for: And Property Damage Liability, such payments will (a) "Bodily injury" or "personal and not be deemed to be damages for "bodily injury" advertising injury": and "property damage" and will not reduce the limits of insurance. (i) To you,to your partners or members Our obligation to defend an insured's indemnitee (if you are a partnership or joint and to pay for attorneys' fees and necessary venture), to your members(if you are litigation expenses as Supplementary Payments a limited liability company), to a co ends when we have used up the applicable limit of "employee" in the course of his or insurance in the payment of judgments or her employment or performing duties settlements or the conditions set forth above, or related to the conduct of your the terms of the agreement described in business or to your other "volunteer Paragraph f.above,are no longer met. workers" while performing duties related to the conduct of your SECTION II—WHO IS AN INSURED business; 1. Except for liability arising out of the ownership, (ii) To the spouse, child, parent, brother maintenance or use of"covered autos": or sister of that co-"employee" or a. If you are designated in the Declarations as: "volunteer worker"as a consequence (1) An individual, you and your spouse are of Paragraph(a)(i)above;or insureds, but only with respect to the (iii) For which there is any obligation to conduct of a business of which you are the share damages with or repay sole owner. someone else who must pay (2) A partnership or joint venture, you are an damages because of the injury described in Paragraph (a)(i) or (ii) insured. Your members, your partners, and above. their spouses are also insureds, but only with respect to the conduct of your (b) "Property damage"to property: business. (i) Owned,occupied or used by; (3) A limited liability company, you are an (ii) Rented to, in the care, custody or insured. Your members are also insureds, control of, or over which physical but only with respect to the conduct of your control is being exercised for any business. Your managers are insureds, but purpose by; only with respect to their duties as your you, any of your"employees","volunteer managers. workers", any partner or member(if you (4) An organization other than a partnership, are a partnership or joint venture), or joint venture or limited liability company, any member (if you are a limited liability you are an insured. Your "executive company). officers"and directors are insureds.but only (2) Any person (other than your"employee" or with respect to their duties as your officers "volunteer worker"), or any organization or directors. Your stockholders are also while acting as your real estate manager. insureds, but only with respect to their liability as stockholders. Page 10 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 (3) Any person or organization having proper temporary custody of your property if you (4) artneother than your eyeep), partnership),p die,but only: partners (if you are a partnership), Y members (if you are a limited liability (a) With respect to liability arising out of the company), or a lessee or borrower or any of maintenance or use of that property; their"employees", while moving property to and or from a"covered auto". (b) Until your legal representative has been (5) A partner (if you are a partnership), or a appointed. member (if you are a limited liability (4) Your legal representative if you die, but only company) for a "covered auto" owned by with respect to duties as such. That him or her or a member of his or her representative will have all your rights and household. duties under this Coverage Part. (6) "Employees" with respect to "bodily injury" c. Any organization you newly acquire or form, to: other than a partnership,joint venture or limited (a) Any fellow "employee" of the insured liability company, and over which you maintain arising out of and in the course of the ownership or majority interest, will qualify as a fellow "employee's" employment or Named Insured if there is no other similar while performing duties related to the insurance available to that organization. conduct of your business;or However: (b) The spouse, child, parent, brother or (1) Coverage under this provision is afforded sister of that fellow "employee" as a only until the 90th day after you acquire or consequence of Paragraph(a)above. form the organization or the end of the c. Anyone liable for the conduct of an insured policy period,whichever is earlier; described above is also an insured, but only to (2) Coverage A does not apply to"bodily injury" the extent of that liability. or "property damage" that occurred before 3. Any additional insured under any policy of you acquired or formed the organization; "underlying insurance" will automatically be an and insured under this insurance. (3) Coverage B does not apply to "personal Subject to Section III — Limits Of Insurance, if and advertising injury" arising out of an coverage provided to the additional insured is offense committed before you acquired or required by a contract or agreement, the most we formed the organization. will pay on behalf of the additional insured is the 2. Only with respect to liability arising out of the amount of insurance: ownership, maintenance or use of "covered a. Required by the contract or agreement, less autos": any amounts payable by any "underlying a. You are an insured. insurance";or b. Anyone else while using with your permission a b. Available under the applicable Limits of "covered auto"you own, hire or borrow is also Insurance shown in the Declarations; an insured except: whichever is less. (1) The owner or anyone else from whom you Additional insured coverage provided by this hire or borrow a "covered auto". This insurance will not be broader than coverage exception does not apply if the "covered provided by the"underlying insurance". auto" is a trailer or semitrailer connected to No person or organization is an insured with respect a"covered auto"you own. to the conduct of any current or past partnership,joint (2) Your "employee" if the "covered auto" is venture or limited liability company that is not shown owned by that "employee" or a member of as a Named Insured in the Declarations. his or her household. (3) Someone using a "covered auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 11 of 18 SECTION III—LIMITS OF INSURANCE SECTION IV—CONDITIONS 1. The Limits of Insurance shown in the Declarations 1. Appeals and the rules below fix the most we will pay If the "underlying insurer" or insured elects not to regardless of the number of: appeal a judgment in excess of the"retained limit", a. Insureds; we may do so at our own expense. We will also b. Claims made, "suits" brought, or number of pay for taxable court costs, pre-and postjudgment vehicles involved;or interest and disbursements associated with such appeal. In no event will this provision increase our c. Persons or organizations making claims or liability beyond the applicable Limits of Insurance bringing"suits". described in Section III—Limits Of Insurance. 2. The Aggregate Limit is the most we will pay for the 2. Bankruptcy sum of all"ultimate net loss"under: a. Coverage A, except "ultimate net loss" a. Bankruptcy Of Insured because of"bodily injury"or"property damage" Bankruptcy or insolvency of the insured or of arising out of the ownership, maintenance or the insured's estate will not relieve us of our use of a"covered auto";and obligations under this Coverage Part. b. Coverage B. b. Bankruptcy Of Underlying Insurer 3. Subject to Paragraph 2. above, the Each Bankruptcy or insolvency of the "underlying Occurrence Limit is the most we will pay for the insurer" will not relieve us of our obligations sum of all "ultimate net loss" under Coverage A under this Coverage Part. because of all "bodily injury" and "property However, this insurance will not replace the damage"arising out of any one"occurrence". "underlying insurance" in the event of bankruptcy 4, Subject to Paragraph 2. above, the Personal And or insolvency of the "underlying insurer". This Advertising Injury Limit is the most we will pay insurance will apply as if the "underlying under Coverage B for the sum of all "ultimate net insurance"were in full effect_ loss" because of all "personal and advertising 3. Duties In The Event Of Occurrence, Offense, injury" sustained by any one person or Claim Or Suit organization. a. You must see to it that we are notified as soon 5. If there is "underlying insurance" with a policy as practicable of an"occurrence"or an offense, period that is nonconcurrent with the policy period regardless of the amount,which may result in a of this Commercial Liability Umbrella Coverage claim. To the extent possible, notice should Part, the "retained limit(s)" will only be reduced or include: exhausted by payments for: (1) How, when and where the "occurrence" or a. "Bodily injury" or "property damage" which offense took place; occurs during the policy period of this (2) The names and addresses of any injured Coverage Part;or persons and witnesses; and b. "Personal and advertising injury" for offenses (3) The nature and location of any injury or that are committed during the policy period of damage arising out of the "occurrence" or this Coverage Part. offense. However, if any "underlying insurance" is written b. If a claim is made or "suit" is brought against on a claims-made basis, the "retained limit(s)" will any insured,you must: only be reduced or exhausted by claims for that insurance that are made during the policy period, (1) Immediately record the specifics of the or any Extended Reporting Period, of this claim or"suit"and the date received;and Coverage Part. (2) Notify us as soon as practicable. The Aggregate Limit, as described in Paragraph 2. You must see to it that we receive written above, applies separately to each consecutive annual notice of the claim or "suit" as soon as period and to any remaining period of less than 12 practicable. months, starting with the beginning of the policy c. You and any other involved insured must: period shown in the Declarations, unless the policy period is extended after issuance for an additional (1) Immediately send us copies of any period of less than 12 months. In that case, the demands, notices, summonses or legal additional period will be deemed part of the last papers received in connection with the preceding period for purposes of determining the claim or"suit"; Limits of Insurance. Page 12 of 18 0 Insurance Services Office, Inc.,2012 CU 00 01 0413 (2) Authorize us to obtain records and other (2) The total of all deductible and self-insured information; amounts under all that other insurance. (3) Cooperate with us in the investigation or 6. Premium Audit settlement of the claim or defense against a. We will compute all premiums for this the"suit':and Coverage Part in accordance with our rules (4) Assist us, upon our request, in the and rates. enforcement of any right against any b. Premium shown in this Coverage Part as person or organization which may be liable advance premium is a deposit premium only. to the insured because of injury or damage At the close of each audit period we will to which this insurance may also apply. compute the earned premium for that period d. No insured will, except at that insured's own and send notice to the first Named Insured. cost, voluntarily make a payment, assume any The due date for audit and retrospective obligation, or incur any expense, other than for premiums is the date shown as the due date first aid,without our consent. on the bill. If the sum of the advance and audit 4. Legal Action Against Us premiums paid for the policy period is greater than the earned premium, we will return the No person or organization has a right under this excess to the first Named Insured. Coverage Part: c. The first Named Insured must keep records of a. To join us as a party or otherwise bring us into the information we need for premium a suit"asking for damages from an insured;or computation, and send us copies at such times b. To sue us on this Coverage Part unless all of as we may request. its terms have been fully complied with. 7. Representations Or Fraud A person or organization may sue us to recover on By accepting this policy,you agree: an agreed settlement or on a final judgment a. The statementsin the Declarations are against an insured; but we will not be liable for accurate and complete; damages that are not payable under the terms of this Coverage Part or that are in excess of the b. Those statements are based upon applicable limit of insurance. An agreed settlement representations you made to us; means a settlement and release of liability signed c. We have issued this policy in reliance upon by us, the insured and the claimant or the your representations; and claimant's legal representative. 5. Other Insurance d. This policy is void in any case of fraud by you as it relates to this policy or any claim under a. This insurance is excess over, and shall not this policy. contribute with any of the other insurance, 8. Separation Of Insureds whether primary, excess, contingent or on any other basis. This condition will not apply to Except with respect to the Limits of Insurance, and insurance specifically written as excess over any rights or duties specifically assigned in this this Coverage Part. Coverage Part to the first Named Insured, this When this insurance is excess,we will have no insurance applies: duty under Coverages A or B to defend the a. As if each Named Insured were the only insured against any "suit" if any other insurer Named Insured;and has a duty to defend the insured against that b. Separately to each insured against whom claim "suit". If no other insurer defends, we will is made or"suit"is brought. undertake to do so, but we will be entitled to 9. Transfer Of Rights Of Recovery Against Others the insured's rights against all those otherTo Us insurers. b. When this insurance is excess over other If the insured has rights to recover all or part of insurance, we will pay only our share of the any payment we have made under this Coverage insurance, imate n, t oss"that exceedslthe sam of: Part, those rights are transferred to us. The insured must do nothing after loss to impair them. (1) The total amount that all such other At our request, the insured will bring "suit" or insurance would pay for the loss in the transfer those rights to us and help us enforce absence of the insurance provided under them. this Coverage Part;and CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 13 of 18 10.When We Do Not Renew 14.Expanded Coverage Territory If we decide not to renew this Coverage Part, we a. If a "suit" is brought in a part of the "coverage will mail or deliver to the first Named Insured territory" that is outside the United States of shown in the Declarations written notice of the America (including its territories and nonrenewal not less than 30 days before the possessions). Puerto Rico or Canada, and we expiration date. are prevented by law, or otherwise, from If notice is mailed, proof of mailing will be sufficient defending the insured, the insured will initiate a proof of notice. defense of the "suit". We will reimburse the insured, under Supplementary Payments, for 11.Loss Payable any reasonable and necessary expenses Liability under this Coverage Part does not apply incurred for the defense of a "suit" seeking to a given claim unless and until: damages to which this insurance applies, that a. The insured or insured's "underlying insurer" we would have paid had we been able to has become obligated to pay the "retained exercise our right and duty to defend. limit";and If the insured becomes legally obligated to pay b. The obligation of the insured to pay the sums because of damages to which this "ultimate net loss" in excess of the "retained insurance applies in a part of the "coverage limit"has been determined by a final settlement territory" that is outside the United States of or judgment or written agreement among the America (including its territories and insured,claimant and us. possessions), Puerto Rico or Canada, and we are prevented by law, or otherwise, from 12.Transfer Of Defense paying such sums on the insured's behalf, we When the underlying limits of insurance have been will reimburse the insured for such sums. used up in the payment of judgments or b. All payments or reimbursements we make for settlements, the duty to defend will be transferred damages because of judgments or settlements to us. We will cooperate in the transfer of control will be made in U.S. currency at the prevailing to us of any outstanding claims or "suits" seeking exchange rate at the time the insured became damages to which this insurance applies which legally obligated to pay such sums. All would have been covered by the "underlying payments or reimbursements we make for insurance" had the applicable limit not been used expenses under Supplementary Payments will up. be made in U.S. currency at the prevailing 13.Maintenance Of/Changes To Underlying exchange rate at the time the expenses were Insurance incurred. Any "underlying insurance" must be maintained in c. Any disputes between you and us as to full effect without reduction of coverage or limits whether there is coverage under this policy except for the reduction of the aggregate limit in must be filed in the courts of the United States accordance with the provisions of such"underlying of America (including its territories and insurance" that results from payment of claims, possessions),Canada or Puerto Rico. settlement or judgments to which this insurance d. The insured must fully maintain any coverage applies. required by law, regulation or other Such exhaustion or reduction is not a failure to governmental authority during the policy maintain "underlying insurance". Failure to period, except for reduction of the aggregate maintain "underlying insurance" will not invalidate limits due to payments of claims,judgments or insurance provided under this Coverage Part, but settlements. insurance provided under this Coverage Part will Failure to maintain such coverage required by apply as if the "underlying insurance" were in full law, regulation or other governmental authority effect. will not invalidate this insurance. However, this If there is an increase in the scope of coverage of insurance will apply as if the required coverage any "underlying insurance" during the term of this by law, regulation or other governmental policy, our liability will be no more than it would authority was in full effect. have been if there had been no such increase. You must notify us in writing, as soon as practicable, if any "underlying insurance" is cancelled, not renewed, replaced or otherwise terminated, or if the limits or scope of coverage of any"underlying insurance"is changed. Page 14 of 18 0 Insurance Services Office, Inc.,2012 CU 00 01 0413 SECTION V—DEFINITIONS if such property can be restored to use by the 1. "Advertisement" means a notice that is broadcast repair, replacement, adjustment or removal of or published to the general public or specific "your product" or"your work", or your fulfilling the market segments about your goods, products or terms of the contract or agreement. services for the purpose of attracting customers or 9. "Insured contract"means: supporters. For the purposes of this definition: a. A contract for a lease of premises. However, a. Notices that are published include material that portion of the contract for a lease of placed on the Internet or on similar electronic premises that indemnifies any person or means of communication; and organization for damage by fire to premises b. Regarding web sites, only that part of a web while rented to you or temporarily occupied by site that is about your goods, products or you with permission of the owner is not an services for the purposes of attracting "insured contract"; customers or supporters is considered an b. A sidetrack agreement; advertisement. c. Any easement or license agreement. except in 2. "Auto"means: connection with construction or demolition a. A land motor vehicle, trailer or semitrailer operations on or within 50 feet of a railroad; designed for travel on public roads, including d. An obligation, as required by ordinance, to any attached machinery or equipment;or indemnify a municipality, except in connection b. Any other land vehicle that is subject to a with work for a municipality; compulsory or financial responsibility law or e. An elevator maintenance agreement; other motor vehicle insurance law where it is f. That part of any contract or agreement entered licensed or principally garaged. into, as part of your business, pertaining to the However, "auto" does not include "mobile rental or lease, by you or any of your equipment". "employees", of any "auto". However, such 3. "Bodily injury" means bodily injury, disability, contract or agreement shall not be considered sickness or disease sustained by a person, an "insured contract" to the extent that it including death resulting from any of these at any obligates you or any of your "employees" to time. "Bodily injury" includes mental anguish or pay for "property damage"to any"auto" rented other mental injury resulting from"bodily injury". or leased by you or any of your"employees". 4. "Coverage territory" means anywhere in the world g. That part of any other contract or agreement with the exception of any country or jurisdiction pertaining to your business (including an which is subject to trade or other economic indemnification of a municipality in connection sanction or embargo by the United States of with work performed for a municipality) under America. which you assume the tort liability of another party to pay for "bodily injury" or "property 5. "Covered auto" means only those"autos"to which damage"to a third person or organization. Tort "underlying insurance"applies. liability means a liability that would be imposed 6. "Employee" includes a "leased worker", by law in the absence of any contract or "Employee" does not include a "temporary agreement. worker". Paragraphs f. and g. do not include that part of 7. "Executive officer" means a person holding any of any contract or agreement: the officer positions created by your charter. (1) That indemnifies a railroad for"bodilyinjury' constitution, bylaws or anyother similar governing Y or "property damage" arising out of document. construction or demolition operations,within 8. "Impaired property" means tangible property, other 50 feet of any railroad property and than "your product" or "your work", that cannot be affecting any railroad bridge or trestle, used or is less useful because: tracks, road-beds, tunnel, underpass or a. It incorporates "your product" or "your work" crossing; that is known or thought to be defective, (2) That pertains to the loan, lease or rental of deficient,inadequate or dangerous;or an "auto" to you or any of your b. You have failed to fulfill the terms of a contract "employees", if the "auto" is loaned, leased or agreement; or rented with a driver;or CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 15 of 18 (3) That holds a person or organization f. Vehicles not described in Paragraph a., b., c. engaged in the business of transporting or d. above maintained primarily for purposes property by"auto"for hire harmless for your other than the transportation of persons or use of a "covered auto" over a route or cargo. territory that person or organization is However, self-propelled vehicles with the authorized to serve by public authority. following types of permanently attached 10."Leased worker"means a person leased to you by equipment are not "mobile equipment" but will a labor leasing firm under an agreement between be considered"autos": you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased (1) Equipment designed primarily for: worker"does not include a"temporary worker". (a) Snow removal; 11."Loading or unloading" means the handling of (b) Road maintenance, but not construction property: or resurfacing; or a. After it is moved from the place where it is (c) Street cleaning; accepted for movement into or onto an aircraft, (2) Cherry pickers and similar devices mounted watercraft or"auto": on automobile or truck chassis and used to b. While it is in or on an aircraft, watercraft or raise or lower workers; and "auto";or (3) Air compressors, pumps and generators, c. While it is being moved from an aircraft, including spraying, welding, building watercraft or "auto" to the place where it is cleaning, geophysical exploration, lighting finally delivered; and well servicing equipment. but "loading or unloading" does not include the However, "mobile equipment" does not include movement of property by means of a mechanical land vehicles that are subject to a compulsory device, other than a hand truck, that is not or financial responsibility law or other motor attached to the aircraft,watercraft or"auto". vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a 12."Mobile equipment" means any of the following compulsory or financial responsibility law or types of land vehicles, including any attached other motor vehicle insurance law are machinery or equipment: considered"autos". a. Bulldozers, farm machinery, forklifts and other 13."Occurrence" means an accident, including vehicles designed for use principally off public continuous or repeated exposure to substantially roads; the same general harmful conditions. b. Vehicles maintained for use solely on or next to 14."Personal and advertising injury" means injury, premises you own or rent; including consequential "bodily injury", arising out c. Vehicles that travel on crawler treads: of one or more of the following offenses: d. Vehicles, whether self-propelled or not, a. False arrest,detention or imprisonment; maintained primarily to provide mobility to b. Malicious prosecution; permanently mounted: (1) Power cranes, shovels, loaders, diggers or c. The wrongful eviction from, wrongful entry into, drill;or or invasion of the right of private occupancy of a room, dwelling or premises that a person (2) Road construction or resurfacing equipment occupies, committed by or on behalf of its such as graders, scrapers or rollers; owner, landlord or lessor; e. Vehicles not described in Paragraph a., b., c. d. Oral or written publication, in any manner, of or d. above that are not self-propelled and are material that slanders or libels a person or maintained primarily to provide mobility to organization or disparages a person's or permanently attached equipment of the organization's goods,products or services: following types: e. Oral or written publication, in any manner, of (1) Air compressors, pumps and generators, material that violates a person's right of including spraying, welding, building privacy; cleaning, geophysical exploration, lighting f. The use of another's advertising idea in your and well servicing equipment;or "advertisement":or (2) Cherry pickers and similar devices used to g. Infringing upon another's copyright,trade dress raise or lower workers: or slogan in your"advertisement". Page 16 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 15."Pollutants" mean any solid, liquid, gaseous or (2) The existence of tools, uninstalled thermal irritant or contaminant, including smoke, equipment or abandoned or unused vapor, soot, fumes, acids, alkalis, chemicals and materials. waste. Waste includes materials to be recycled, 18."Property damage"means: reconditioned or reclaimed. a. Physical injury to tangible property, including 16."Pollution cost or expense" means any loss, cost all resulting loss of use of that property. All or expense arising out of any: such loss of use shall be deemed to occur at a. Request, demand, order or statutory or the time of the physical injury that caused it;or regulatory requirement that any insured or b. Loss of use of tangible property that is not others test for, monitor, clean up, remove, physically injured. All such loss of use shall be contain, treat, detoxify or neutralize, or in any deemed to occur at the time of the way respond to, or assess the effects of, "occurrence"that caused it. "pollutants":or b. Claim or suit by or on behalf of a governmental With respect to the ownership, maintenance or authority for damages because of testing for, use of "covered autos", property damage also includes "pollution cost or expense", but only to monitoring, cleaning up, removing, containing, the extent that coverage exists under the treating, detoxifying or neutralizing, or in any "underlying insurance" or would have existed but way responding to, or assessing the effects of, for the exhaustion of the underlying limits. "pollutants". 17."Products-completed operations hazard": For the purposes of this insurance, with respect to other than the ownership, maintenance or use of a. Includes all "bodily injury" and "property "covered autos", electronic data is not tangible damage" occurring away from premises you property. own or rent and arising out of"your product" or As used in this definition, electronic data means "your work"except: information, facts or programs stored as or on, (1) Products that are still in your physical created or used on, or transmitted to or from possession;or computer software (including systems and (2) Work that has not yet been completed or applications software), hard or floppy disks, CD- abandoned. However, "your work" will be ROMs, tapes, drives, cells, data processing deemed completed at the earliest of the devices or any other media which are used with following times: electronically controlled equipment. (a) When all of the work called for in your 19."Retained limit" means the available limits of contract has been completed. "underlying insurance" scheduled in the Declarations or the "self-insured retention", (b) When all of the work to be done at the whichever applies. job site has been completed if your contract calls for work at more than one 20."Self-insured retention" means the dollar amount job site. listed in the Declarations that will be paid by the insured before this insurance becomes applicable (c) When that part of the work done at a job only with respect to "occurrences" or offenses not site has been put to its intended use by covered by the "underlying insurance". The "self- any person or organization other than insured retention" does not apply to "occurrences" another contractor or subcontractor or offenses which would have been covered by working on the same project. "underlying insurance" but for the exhaustion of Work that may need service, maintenance, applicable limits. correction, repair or replacement, but which 21."Suit" means a civil proceeding in which damages is otherwise complete, will be treated as because of "bodily injury", "property damage" or completed. "personal and advertising injury" to which this b. Does not include "bodily injury" or "property insurance applies are alleged."Suit"includes: damage"arising out of: a. An arbitration proceeding in which such (1) The transportation of property, unless the damages are claimed and to which the insured injury or damage arises out of a condition in must submit or does submit with our consent; or on a vehicle not owned or operated by or you, and that condition was created by the "loading or unloading"of that vehicle by any insured;or CU 00 01 0413 ©Insurance Services Office, Inc.,2012 Page 17 of 18 b. Any other alternative dispute resolution b. Includes: proceeding in which such damages are (1) Warranties or representations made at any claimed and to which the insured submits with time with respect to the fitness, quality, our consent or the "underlying insurer's" durability, performance or use of "your consent. product"; and 22."Temporary worker" means a person who is (2) The providing of or failure to provide furnished to you to substitute for a permanent warnings or instructions. "employee"on leave or to meet seasonal or short- term workload conditions. c. Does not include vending machines or other property rented to or located for the use of 23."Ultimate net loss" means the total sum, after others but not sold. reduction for recoveries or salvages collectible, that the insured becomes legally obligated to pay 28."Your work": as damages by reason of settlement or judgments a. Means: or any arbitration or other alternate dispute (1) Work or operations performed by you or on method entered into with our consent or the your behalf;and "underlying insurer's"consent. (2) Materials, parts or equipment furnished in 24."Underlying insurance" means any policies of connection with such work or operations. insurance listed in the Declarations under the Schedule of"underlying insurance". b. Includes: 25."Underlying insurer" means any insurer who (1) Warranties or representations made at any provides any policy of insurance listed in the time with respect to the fitness, quality, Schedule of"underlying insurance". durability, performance or use of "your 26."Volunteer worker" means a person who is not work";and your"employee", and who donates his or her work (2) The providing of or failure to provide and acts at the direction of and within the scope of warnings or instructions. duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 27."Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name;or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. Page 18 of 18 ©Insurance Services Office, Inc.,2012 CU 00 01 0413 COMMERCIAL LIABILITY UMBRELLA CU 71 01 08 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADVANTAGE UMBRELLA LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM All other terms,provisions,exclusions,and limitations of the policy apply except as specifically stated below. 1.PREMISES ALIENATED Under SECTION I-COVERAGES,COVERAGE A—BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2.Exclusions, paragraph m.Damage To Property, subparagraph(2), is deleted. The following paragraph is also deleted from paragraph m. Damage to Property: Paragraph(2)of this exclusion does not apply if the premises are"your work"and were never occupied, rented or held for rental by you. 2.PROPERTY DAMAGE LIABILITY—BORROWED EQUIPMENT Under SECTION I-COVERAGES,COVERAGE A—BODILY INJURY AND PROPERTY DAMAGE LIABILITY,2.Exclusions, paragraph m.Damage to Property, subparagraph(4)does not apply to"property damage"to borrowed equipment while at a jobsite and not being used to perform operations. With respect to any one borrowed equipment item,this provision 2.does not apply to"property damage"that exceeds$25,000 per occurrence or$25,000 annual aggregate. 3.INCIDENTAL MALPRACTICE Under SECTION I—COVERAGES,COVERAGE A—BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2.Exclusions,paragraph s.Professional Services, subparagraph(5)is deleted and replaced with the following: (5) Medical, surgical,dental,x-ray or nursing services treatment,advice or instruction. This exclusion does not apply to any nurse,emergency medical technician or paramedic employed by you to provide medical or paramedical services, provided that: (a) You are not engaged in the business or occupation of providing any services referred to in paragraph(5)above;and (b) Your employee does not have any other insurance that would also cover claims arising under this provision,whether the other insurance is primary,excess,contingent or on any other basis. Under SECTION I—COVERAGES, COVERAGE B—PERSONAL AND ADVERTISING INJURY LIABILITY, 2.Exclusions,paragraph (15)Professional Services,subparagraph (e)is deleted and replaced with the following: (e) Medical,surgical,dental, x-ray or nursing services treatment,advice or instruction. This exclusion does not apply to any nurse,emergency medical technician or paramedic employed by you to provide medical or paramedical services, provided that: (a) You are not engaged in the business or occupation of providing any services referred to in paragraph(e)above;and (b) Your employee does not have any other insurance that would also cover claims arising under this provision,whether the other insurance is primary, excess,contingent or on any other basis. Included copyrighted material of Insurance Services Office, Inc.with its permission. Copyright, Insurance Services Office, Inc.2003 CU 71 01 08 07 Page 1 of 3 4.CONTRACTUAL LIABILITY—PERSONAL AND ADVERTISING INJURY Under SECTION I-COVERAGES,COVERAGE B—PERSONAL AND ADVERTISING INJURY LIABILITY, 2.Exclusions,paragraph a.(5)Contractual Liability is deleted. 5.SUPPLEMENTARY PAYMENTS—INCREASED LOSS OF EARNINGS Under SECTION I—COVERAGES,SUPPLEMENTARY PAYMENTS—COVERAGES A AND B,paragraph 1.subparagraphs b.and d.are deleted and replaced with the following: b. Up to$2,500 for cost of bail bonds(including bonds for related traffic law violations)required because of an"occurrence"we cover. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit,"including actual loss of earnings up to$500 a day because of time off from work, in excess of amounts provided by similar coverage(s) included in all"underlying insurance." 6.NEWLY FORMED OR ACQUIRED ORGANIZATIONS Under SECTION II—WHO IS AN INSURED,subparagraph 1.c.(1)is deleted and replaced with the following: (1) Coverage under this provision is afforded until the end of the policy period; 7. BROAD KNOWLEDGE OF OCCURRENCE Under SECTION IV—CONDITIONS,paragraph 3. Duties In The Event Of Occurrence, Offense,Claim Or Suit, subparagraph a. is deleted and replaced as follows: a. You must see to it that we are notified as soon as practicable of an "occurrence"or an offense, regardless of the amount,which may result in a claim. Knowledge of an "occurrence"or an offense by your employee(s)shall not, in itself,constitute knowledge to you unless one of your partners, members, executive officers,directors,or managers has knowledge of the"occurrence"or offense. To the extent possible, notice should include: (1) How,when and where the"occurrence"or offense took place; (2) The names and addresses of any injured persons and witnesses;and (3) The nature and location of any injury or damage arising out of the"occurrence"or offense. 8. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Under SECTION IV—CONDITIONS, paragraph 7. Representations Or Fraud is deleted and replaced with the following: 7. Representations Or Fraud By accepting this policy,you agree: a.The statements in the Declarations are accurate and complete; b.Those statements are based upon representations you made to us; c.We have issued this policy in reliance upon your representations;and d.This policy is void in any case of fraud by you as it relates to this policy or any claim under this policy. We will not deny coverage under this policy if you unintentionally fail to disclose all hazards existing as of the inception date of this policy.You must report to us any knowledge of an error or omission in the description of any premises or operations intended to be covered by this policy as soon as practicable after its discovery. However,this provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. Included copyrighted material of Insurance Services Office, Inc.with its permission. Copyright, Insurance Services Office, Inc.2003 Page 2 of 3 CU 71 01 08 07 9. EXTENDED NOTICE OF NONRENEWAL Under SECTION IV—CONDITIONS, paragraph 10.When We Do Not Renew is deleted and replaced with the following: 10.When We Do Not Renew If we decide not to renew this Coverage Form,we will mail or deliver to the first Named Insured shown in the Declarations written notice of the non-renewal not less than 60 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. 10.EXTENDED NOTICE OF CANCELLATION Under COMMON POLICY CONDITIONS, paragraph A.Cancellation,subparagraph 2.is deleted and replaced with the following: 2. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: (1) 10 days before the effective date of cancellation if we cancel for non-payment of premium;or (2)60 days before the effective date of cancellation if we cancel for any other reason. 11. MOBILE EQUIPMENT REDEFINED Under SECTION V—DEFINITIONS, paragraph 12. "Mobile equipment", paragraph f.(1)does not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. Included copyrighted material of Insurance Services Office. Inc.with its permission. Copyright, Insurance Services Office, Inc. 2003 CU 71 01 08 07 Page 3 of 3 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule "Any person or organization required by written contract or certificate of insurance." "This endorsement is not applicable in California, Kentucky, New Hampshire, New Jersey, Texas and Utah." This endorsement is not applicable in Wisconsin. The endorsement does not apply to policies or exposure in Missouri where the employer is in the construction group of classifications. According to Section 287.150(6) of the Missouri statutes, a contractual provision purporting to waive subrogation rights is against public policy and void where one party to the contract is an employer in the construction group of code classifications. For policies or exposure in Missouri, the following must be included in the Schedule: • Any person or organization for which the employer has agreed by written contract, executed prior to loss, may execute a waiver of subrogation. However, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium S Insurance Company Countersigned by WC 00 03 13 Hart Forms&Services (Ed. 4-84) Copyright 1983 National Council on Compensation Insurance. Reorder No.14-4888 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATI ON OR NONRENEWAL - THIRD PARTY This endorsement modifies insurance provided under the following: WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY Subject to the cancellation provisions of the Policy to which this endorsement is attached,we will not: 1. Cancel;or 2. Nonrenew this Policy,except for nonpayment of premium, until we provide at least 30 days written notice of such cancellation or nonrenewal.Written notice will be to the person or organization named in the Schedule. Such notice will be by certified mail with return receipt requested. This notification of cancellation or nonrenewal to the person or organization named in the Schedule is intended as a courtesy only.Our failure to provide such notification will not: 1. Extend any Policy cancellation date; 2. Negate the cancellation as to any insured or any certificate holder; 3. Provide any additional insurance that would not have been provided in the absence of this endorsement; or 4. Impose liability of any kind upon us. This endorsement does not entitle the person or organization named in the Schedule to any benefits, rights or protection under this Policy. SCHEDULE Name Of Person Or Organization Mailing Address Any person or organization holding a certificate of insurance issued The address shown for that person or organization in for you, provided the certificate: that certificate of insurance 1. Refers to this policy; 2. States that notice of: a.Cancellation; b. Nonrenewal;or c. Material change reducing or restricting coverage; will be provided to that person or organization; 3. Is in effect at the time of the: a.Cancellation; b. Nonrenewal;or c. Material change reducing or restricting coverage;and 4. Is on file at your agent or broker's office for this policy WC 99 06 45 07 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATI ON, NONRENEWAL OR MATERIAL CHANGE - THIRD PARTY This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM BUSINESS AUTO PHYSICAL DAMAGE COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE FORM COMMERCIAL UMBRELLA LIABILITY COVERAGE FORM GARAGE COVERAGE FORM MOTOR CARRIER COVERAGE FORM PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM TRUCKERS COVERAGE FORM Subject to the cancellation provisions of the Coverage Form to which this endorsement is attached,we will not: 1. Cancel; 2. Nonrenew;or, 3. Materially change(reduce or restrict) this Coverage Form, except for nonpayment of premium, until we provide at least 3 0 days written notice of such cancellation, nonrenewal or material change.Written notice will be to the person or organization named in the Schedule. Such notice will be by certified mail with return receipt requested. This notification of cancellation, nonrenewal or material change to the person or organization named in the Schedule is intended as a courtesy only.Our failure to provide such notification will not: 1. Extend any Coverage Form cancellation date; 2. Negate the cancellation as to any insured or any certificate holder; 3. Provide any additional insurance that would not have been provided in the absence of this endorsement; or 4. Impose liability of any kind upon us. This endorsement does not entitle the person or organization named in the Schedule to any benefits, rights or protection under this Coverage Form. SCHEDULE Name Of Person Or Organization Mailing Address Any person or organization holding a certificate of insurance issued The address shown for that person or organization in for you,provided the certificate: that certificate of insurance 1. Refers to this policy; 2. States that notice of: a.Cancellation; b. Nonrenewal;or c. Material change reducing or restricting coverage; will be provided to that person or organization; 3. Is in effect at the time of the: a. Cancellation; b. Nonrenewal;or c. Material change reducing or restricting coverage;and 4. Is on file at your agent or broker's office for this policy IL 70 66 07 14