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HomeMy WebLinkAbout2020-028 PO 20200341- D2000 Safety, Inc Purchase Order • Fiscal Year 2020 Page: 1 of: 1 B City of Ashland ATTN: Accounts Payable PurchaseL 20 E. Main L Ashland, OR 97520 Order# 20200341 T Phone: 541/552-2010 O Email: payable@ashland.or.us • ✓ H 0/0 Public Works Department E D2000 SAFETY, INC l 51 Winburn Way N 3489 W 15TH AVE p Ashland, OR 97520 EUGENE, OR 97402 Phone: 541/488-5347 R T Fax: 541/488-6006 _ iito1€.�-,it --- Paula Brown !! 1 [ 'le g€Ia]€ c`-- _ 02/18/2020 5219 City Accounts Payable Excavation Safety Training 1 Excavation safety competent person training 1 $2,710.0000 $2,710.00 Contract for Goods and Services Small Procurement Less than , $5,000 Completion date: December 31, 2020 Project Account: *************** GL SUMMARY*************** 081800-606400 $2,710.00 I - r ✓,r.._tea 2,12/0 � By: I! Date: Authorized Signature .. _ $2 710.00 ya-e- , ......e p ,7---.0 .0 FORM #3 CITY OF A vaguest for a Purchase Order - '`y ASHLAND 1�� - REQUISITION II - Date of request: i' ;a I: , Required date for delivery: (go Vendor Name D2000 safety,Inc. ® t. Address,City,State,Zip PO Box 2939 Eugene,OR 97402 / � Contact Name&Telephone Number Mariah Anderson 800-551-8763 Email address SOURCING METHOD ❑ Exempt from Competitive Bidding ❑ Emergency ❑ Reason for exemption:_ 0 Invitation to Bid 0 Form#13,Written findings and Authorization ❑ AMC 2.50 Date approved by Council: ' ❑ Written quote or proposal attached ❑ Written quote or proposal attached _(Attach copy of council communication) _(If council approval required,attach copy of CC) ❑ Small Procurement 0 Request for Proposal Cooperative Procurement Not exceeding$5,000 Date approved by Council: 0 State of Oregon ❑■ Direct Award _(Attach copy of council communication) Contract# El Verbal/Written bid(s)or proposal(s) 0 .Request for Qualifications(Public Works) 0 State of Washington Date approved by Council: Contract# _(Attach copy of council communication) 0 Other government agency contract Intermediate Procurement ❑ Sole Source Agency , GOODS&SERVICES ❑ Applicable Form(#5,6,7 or 8) Contract#_ Greater than$5,000 and less than$100,000 ❑ Written quote or proposal attached Intergovernmental Agreement ❑ (3)Written bids&solicitation attached ❑ Form#4,Personal Services$5K to$75K Agency PERSONAL SERVICES ❑ Special Procurement ❑ Annual cost to City does not exceed$25,000. Greater than$5,000 and less than$75,000 ❑ Form#9,Request for Approval Agreement approved by Legal and approved/signed by ❑ Less than$35,000,by direct appointment 0 Written quote or proposal attached City Administrator.AMC 2.50.070(4) ❑ (3)Written proposals&solicitation attached Date approved by Council: 0 Annual cost to City exceeds$25,000,Council ❑ Form#4,Personal Services$5K to$75K Valid until: (Date) approval required.(Attach copy of council communication) Description of)SERVICES Total Cost Excavation Safety Competent Person Training s • Agittb# Item# Quantity Unit Description of MATERIALS Unit Price Total Cost ■ Per attached quotelproposal NTOTAL:.COST?':. Project Number _ Account Number 081800 - 606400 J Account Number • - Account Number - *Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures. IT Director in collaboration with department to approve all hardware and software purchases: IT Director - Date Support-Yes/No By signing this �requisition nfform,I certify that the City's public contracting requirements have been satisfied. Employee:VIM11W b�-Ca Department Head: f / / ' /0 c 20 (Equal to or greater than$5,000) Department Manager/Supervisor: City Administrator: (Equal to or greater than$25,000) Funds appropriated for current fiscal year: YES / NO Deputy Finance Director-(Equal to or greater than$5,000) Date Comments: ' Form#3-Requisition 1 Contract for GOODS AND SERVICES Small Procurement Less than$5,000 CITY o.r INDEPENDENT CONTRACTOR: D2000 Safety, Inc. ASHLAND CONTACT: Mariah Anderson 20 East Main Street ADDRESS: PO Box 2939 Eugene,OR 97402 Ashland,Oregon 97520 Telephone: 541/488-6002 TELEPHONE:(800)551-8763 Fax: 541/488-5311 EMAIL:manderson@d2000safety.com EFFECTIVE DATE:1/28/2020 COMPLETION DATE: December 31,2020 TOTAL COMPENSATION:Not to exceed$2,710.00 as per exhibit B GOODS AND SERVICES TO BE PROVIDED: Excavation Safety Competent Person Training for up to 20 employees as per exhibit B. ADDITIONAL TERMS: In the event of a conflict or discrepancy among the Contract Documents,this City of Ashland Contract will be primary and take precedence,and any exhibits or ancillary agreements having redundant or contrary provisions will be subordinate to and interpreted in a manner that will not conflict with the said primary City of Ashland Contract. NOW THEREFORE,the CITY AND CONTRACTOR HEREBY AGREE as follows: 1. All Costs by Contractor: Contractor shall,provide all goods as specified above and shall at its own risk and expense,perform any work described above and,unless otherwise specified,furnish all labor,equipment and materials required for the proper performance of such work. 2. Qualified Work: Contractor has represented,and by entering into this contract now represents,that any personnel assigned to the work required under this contract are fully qualified to perform the work to which they will be assigned in a skilled and worker-like manner and,if required to be registered,licensed or bonded by the State of Oregon,are so registered,licensed and bonded.Contractor must also maintain a current City business license. 3. Ownership of Production:All documents,materials or items produced by Contractor pursuant to this contract shall be the property of City. 4. Statutory Requirements:ORS 279B.220,2796.225,279B.230,2796.235,ORS Chapter 244 and ORS 670.600 are made part of this contract. 5. Indemnification:Contractor agrees to defend,indemnify and save City,its officers,employees and agents harmless from those losses,expenses, or other damages resulting from injury to any person or damage to property arising out of or incident to the negligent performance of this contract by Contractor its employees,or agents. Contractor shall not be held responsible for any losses,expenses,or other damages,directly,solely,and proximately caused by the negligence of City. 6. Termination: City's Convenience. This contract may be terminated at any time by the City. 7. Independent Contractor Status: Contractor is an independent Contractor and not an employee of the City. Contractor shall have the complete responsibility for the performance of this contract. 8. Non-discrimination Certification:The undersigned certifies that the undersigned Contractor has not discriminated against minority,women or emerging small businesses enterprises in obtaining any required subcontracts. Contractor further certifies that it shall not discriminate in the award of such subcontracts,if any. 9. Asbestos Abatement License: If required under ORS 468A.710,Contractor or Subcontractor shall possess an asbestos abatement license. 10. Assignment and Subcontracts: Contractor.shall not assign this contract or subcontract any portion of the work. 11. Use of Recyclable Products:Contractor shall use recyclable products to the maximum extent economically feasible in the performance of the contract work set forth in this document. 12. Default. The Contractor shall be in default of this agreement if Contractor commits any material breach or default of any covenant,warranty, certification,or obligation it owes under the Contract. 13. Insurance. Contractor shall at its own expense provide the following insurance: a. a. Worker's Compensation insurance in compliance with ORS 656.017,which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers. Worker's compensation insurance is required if work is performed by employees, subcontractors,or volunteers. BY INITIALING THIS SENTENCE,CONTRACTOR CERTIFIES UNDER PENALTY OF LAW THAT THE WORK REQUIRED BY THIS CONTRACT SHALL BE PERFORMED SOLELY BY THE UNDERSIGNED; b. General Liability insurance with a combined single limit,or the equivalent,of not less than$1,000,000 for each occurrence for Bodily Injury and Property Damage. c. Automobile Liability insurance with a combined single limit,or the equivalent,of not less than$1,000,000 for each.accident for Bodily Injury and Property Damage,including coverage for owned,hired or non-owned vehicles,as applicable. 14. Governing Law;Jurisdiction;Venue: This contract shall be governed and construed in accordance with the laws of the State of Oregon 15. THIS CONTRACT AND ATTACHED EXHIBITS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES. NO WAIVER,CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS CONTRACT SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. 16. Certification. Contractor shall sign the certification attached hereto as Exhibit A and herein incorporated by reference. 17. Consultant's compliance with Oregon Tax Law: (1) Consultant represents and warrants to the City that Consultant shall,throughout the term of this Agreement, including any extensions hereof, comply with: (i) All tax laws of the State of Oregon, including but not limited to ORS 305.620 and ORS Chapters 316,317,and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant;and • (iii) •Any rules,regulations,charter provisions,or ordinances that implement or enforce any of the foregoing tax laws or provisions. (2)Consultant represents and warrants that,for a period of no fewer than six(6)calendar years preceding the Effective Date of this Agreement,it has complied with: (i) All tax laws of the State of Oregon,including but not limited to ORS 305.620 and ORS Chapters 316,317,and 318; (ii) Any tax provisions imposed by a political subdivision of the State of Oregon applicable to Consultant;and (iii) Any rules,regulations,charter provisions,or ordinances that implement or enforce any of the foregoing tax laws or provisions. Revised 10-28-14 Page 1 of 2 CONTRACT R: CITY OF ASHLAND: By: /l —1:1a. _ By: /94"10--- ----' Sir*ture Department Head a a A • 1...., , --/4t(Otebero •rin i - Print Name L 1L/it l2 !/ ce.i.-- zv2t, Title Date , (W-9 is to be submitted with the signed contract.) Purchase Order No. ,0 40,A/ I/ EXHIBIT A CERTIFICATIONS/REPRESENTATIONS: Contractor, under penalty of perjury, certifies that(a) the number shown on the attached W-9 form is its correct taxpayer ID (or is waiting for the number to be issued to it and(b) Contractor is not subject to backup withholding because (i) it is exempt from backup withholding or (ii) it has not been notified by the Internal Revenue Service (IRS)that it is subject to backup withholding as a result of a failure to report all interest or dividends, or(iii) the IRS has notified it that it is no longer subject to backup withholding. Contractor further represents and warrants to City that(a) it has the power and authority to enter into and perform the work, (b) the Contract, when executed and delivered, shall be a valid and binding obligation,of Contractor enforceable in accordance with its terms, (c) the work under the Contract shall be performed in accordance with the highest professional standards, and (d) Contractor is qualified,professionally competent and duly licensed to perform the work. Contractor also certifies under penalty of perjury that its business is not in violation of any Oregon tax laws, and it is a corporation authorized to act on behalf of the entity designated above and authorized to do business in Oregon or is an independent Contractor as defined in t• - act documents, and has checked four or more of the following criteria: � . (1) I carry out the labor or services at a location separate from my residence or is in a specific d portion of my residence, set aside as the location of the business. . (2) Commercial advertising or business cards or a trade association membership are purchased for iwr the business. , (3) Telephone listing is used for the business separate from the personal residence listing. (4) Labor or services are performed only pursuant to written contracts. —�� (5) Labor or services are performed for two or more different persons within a period of one year. (6) I assume financial responsibility for defective workmanship or for service not provided as evidenced by the ownership of performance bonds, warranties, errors and omission insurance or Viability insurance relating to the labor or services to be provided. .A\ / nehvo3to -ontractor f (Dat LiuoseY -0-a1yN o2D00 OriF amcE itireQC. Revised 10-28-14 Page 2 of 2 Exhibit B 2000 P.O. Box 2939 800.551.8763 Eugene, OR 97402 Fax: 541.746.2940 DSAFETY www.d2000safety.com January 17, 2020 Steve Walker Water Dept. Supervisor City of Ashland 90 N. Mountain Ave. Ashland, OR 97520 e , .;,.-'11(// . 4 Training Proposal \f � , �, r, .p Y 4:+y�..`+ 1 +.d � Excavation Safety -" `t Competent Personc / f .. , ✓ . ' ' City of Ashland employees routinely work around and enter excavations as part of their assigned duties. To comply with OROSHA requirements and industry best practices, employers who send workers into excavations must assign a competent person. This individual must be capable of identifying existing and predictable hazards in the surroundings, or working conditions which are unsanitary, hazardous, or dangerous to employees, and who has authorization to take prompt corrective measures. To meet this requirement the city would like to provide training to specific employees so that they, in turn, can meet all OROSHA requirements, City of Ashland policies, and follow best practices with respect to excavation safety. To achieve this, a one-day class will be offered. A course outline is attached. D2000 Safety Quote Page 1 of 2 D2000 Safety will provide: • A qualified instructor to provide one day of training at your facility in Ashland, Oregon for up to twenty employees. • Complete sets of course materials. • Course completion certificates. All course curricula will meet OROSHA, ANSI standards, and City of Ashland's policies and procedures. This course is approved through OESAC for 0.7 CEUs (Course approval number:3704) City of Ashland will provide: • A meeting/classroom with a white board (or flip chart) and a screen for a PowerPoint presentation. • Copies of relevant excavation safety documentation (written program and policies). Costs: Training Fees (one day, up to twenty students) $2,250.00 Student Workbooks ($25/student, up to twenty students) Included Instructor Travel $460.00 TOTAL (not to exceed) $2,710.00 Contact Information: If you have any questions, feel free to contact me. Thank you for considering D2000 Safety as a training provider. Regards, Zaas. James Johnson Phone (800) 551-8763 Fax (541) 746-2940 iiohnsond2000safetv.com D2000 Safety Quote Page 2 of 2 D2000 P.O. Box 2939 d2000 .551..com Eugene, OR 97402 800.551.8763 SAFETY Fall Protection > Competent Person ' An intensive course for developing the skills and knowledge needed n 1,Vis' to perform the duties of competent persons. ii Competent persons are designated bythe employer erto identify haz- ards and take corrective action. They also ensure compliance with / ' / the location's fall protection policies and procedures. Safety and Rescue Training Course materials include checklists and forms that are essential for any comprehensive fall protection program. for high-hazard work activities Confined Space Course Outline Fall Protection Excavation Introduction to Fall Protection Forklift • Fall Basics • Fall Protection Team Course Objectives • Qualified and Competent Persons When you have completed this class you • Tri eg should be able to: • Trigger Heights eightiss • General Industry Regulations • Construction Regulations • Calculate fall clearances and arresting forces. Exposure to Fall Hazards • Distinguish between and describe the • Roofs requirements for fall restraint, work posi- • Jobs of Short Duration •tioning, and fall arrest systems. Working Over Water • Develop a fall protection plan by using Controlling Fall Hazards the hierarchy of controls. • Hierarchy of Controls Summarize fall protection requirements • Fall Hazard Assessment Forms • for scaffolds, aerial work platforms, short Fall Protection Systems Criteria duration tasks, and other unique situa- • Guardrails, Safety Nets, Warning Line tions. Systems • Provide oversight and on-the-job training to users of fall protection equipment. Horizontal and Vertical Lifelines • Vectors and Angles of Attachment • Implement and administer a formal • Lifeline Calculations equipment inspection program. • Conduct an audit of walking-working sur- Equipment Inspection/Maintenance faces. • Inspection Regulations and Standards • Software Inspection • Respond properly in an emergency. • Hardware Inspection Our programs reflect: p .-0e.rj ANSI/ASSE Z490.1 Criteria for Ac- - cepted Practices in Safety, Health, y� o• and Environmental Training 1/28/2020 Business Registry Business Name Search Business Registry Business Name Search New Search Business EntityData 01-28-2020 13:53 Registry Nbr Entity_ Entity Jurisdiction Registry Date Next Renewal Renewal Due? Type Status Date 282498-94 DBC ACT OREGON 05-06-2005 05-06-2020 Entity Name 1D2000 SAFETY, INC. Foreign Name New Search Associated Names Type PPB PRINCIPAL PLACE OF BUSINESS Addr 1 3489 W 15TH AVE Addr 2 CSZ 'EUGENE IOR 197402 I I Country (UNITED STATES OF AMERICA Please click IAGT here for general information about registered agents and service of process. Type REGISTERED AGENT Start Date 05-06- Resign Date 2005 Name MARY 1 'JOHNSON Addr 1 3489 W 15TH AVE Addr 2 CSZ EUGENE IOR 197402 1 I Country (UNITED STATES OF AMERICA Type IMALIMAILING ADDRESS I Addr 1 JAMES JOHNSON Addr 2 3489 WEST 15TH AVE CSZ 'EUGENE IOR 197402 1 1 Country 'UNITED STATES OF AMERICA Type PRE ('RESIDENT Resign Date • Name JAMES 1 'JOHNSON 1 I Addr 1 3489 W 15TH Addr 2 CSZ EUGENE IOR 197402 1 1 Country 'UNITED STATES OF AMERICA Type 'SEC SECRETARY I Resign Date I Name I A 'Y JOHNSON Addr 1 3489 W 15TH Addr 2 CSZ 'EUGENE IOR 197402 1 1 Country 'UNITED STATES OF AMERICA New Search Name History egov.sos.state.or.us/br/pkg_web_name_srch_inq.show_detl?p_be_rsn=1100470&p_srce=BR_INQ&p_print=TRUE 1/2 1/28/2020 Business Registry Business Name Search , Business Entity Name Name ; Name Start Date End Date, T .pe Status 2000 SAFETY, INC. EN CUR 05-06-2005 1I Please read before ordering Copies. New Search Summary History Image Transaction Effective Name/Agent t Available Action Date Date Status Dissolved By Change • ENDED ANNUAL -- I' PORT 04-03-2019 FI • ENDED ANNUAL 03-29-2018 FI I' PORT • ENDED ANNUAL YZ—tatiI' PORT 03-28-2017 FI • ENDED ANNUAL 1' PORT 03-25-2016 FI • ENDED ANNUAL I' PORT 04-08-2015 FI • NDED ANNUAL 04-04-2014 FI I' PORT • AL REPORT 04-02-2013 SYS I'AYMENT • AL REPORT PAYMENT 04-12-2012 SYS • AL REPORT PAYMENT 03-29-2011 SYS • AL REPORT m 04-06-2010 SYS I'AYMENT • AL REPORT PAYMENT 04-02-2009 SYS • AL REPORT PAYMENT 04-10-2008 SYS • AL REPORT PAYMENT 04-20-2007 SYS • ENDED ANNUAL 03-31-2006 FI I' PORT • 'TICLES OF 05-06-2005 FI Agent I CORPORATION © 2020 Oregon Secretary of State. All Rights Reserved. egov.sos.state.or.us/br/pkg_web_name_srch_inq.show_detl?p_be_rsn=1100470&p_srce=BR_INQ&p_print=TRUE 2/2 A�o® CERTIFICATE OF LIABILITY INSURANCEDATE(MMIDD/YYYY) . 1/29/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Colleen Byers NAME: PBC Insurance HN IA/C. E. Ext): (541)484-6624 (AA/c,No): (541)686-2726 450 Country Club Road #330 ADDRIESS: cbyers@pbcins.com INSURER(S)AFFORDING COVERAGE NAIC# Eugene OR 97401 - INSURERA:CrUIU & Forster Specialty Ins Co INSURED INSURER B.:Hartford Ins 00914 D2000 Safety Inc INSURER C: P 0 Box 2939 INSURERD: INSURER E: _ Eugene OR 97402 INSURERF: COVERAGES CERTIFICATE NUMBER:C1,1972932628 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP WLIMITS LTR INSD VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) X COMMERCIAL GENERAL LIABILITYEACH OCCURRENCE $DAMAGE TO RENTE 1,000,000 A CLAIMS-MADE n OCCUR PREMISES(Ea o currence) $ 50,000 X Y EPK118342 8/1/2019 8/1/2020 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATELIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY n PRO LOC - PRODUCTS-COMP/OPAGG $ 2,000,000 JECT OTHER: Professional Liability $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT • $ 1,000,000 (Ea accident) A X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED X EPK118342 8/1/2019 .8/1/2020 BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per accident) _$ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE . AGGREGATE $ DED RETENTION$ - $ WORKERS COMPENSATION x PER- 0TH- AND EMPLOYERS'LIABILITYY/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? n N/A B (Mandatory in NH) 52WECH03368 3/10/2019 3/10/2020 E.L.DISEASE-EA EMPLOYEE $ • 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A Professional Liability X EPK118342 8/1/2019 8/1/2020 each wrongful act $3,000,000 Claims Made Form • Deductible $5,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Ashland is listed as Additional Insured per written contract and policy conditions. CERTIFICATE HOLDER CANCELLATION (541)488-5311 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Ashland THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 20 East Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Asland, OR 97520 - - -- AUTHORIZED REPRESENTATIVE Colleen Byers/CLBa..,,t3e)-'----- . ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) SERVICE PROVIDERS ENVIRONMENTAL COVERAGE FORM Various provisions in this policy restrict coverage. This policy may provide claims-made and reported coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy, the words"you"and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words"we", "us" and"our" refer to the company providing this insurance. The word"insured" means any person or organization qualifying as such under Section II—Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section VI—Definitions. In consideration of the premium charged, and in reliance upon the statements and representations made in the Declarations, application, or other materials and information, submitted by you,and subject to the terms, conditions and exclusions of this policy,we agree as follows: SECTION I —COVERAGES COVERAGE A—BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay on behalf of the insured, in excess of the deductible shown in the Declarations, those sums that the insured becomes legally obligated to pay as"damages"because of"bodily injury"or"property damage"to which this insurance applies. We will have the right and duty to defend the insured against any"suit"seeking those"damages". However, we will have no duty to defend the insured against any"suit"seeking"damages" for "bodily injury" or"property damage" to which this insurance does not apply. We may, at our discretion, investigate any"occurrence"and settle any"claim"or"suit"that may result. But: (1) The amount we will pay for"damages" is limited as described in Section III —Limits Of Insurance And Deductible;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, B, D or E or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments—Coverages A,B,D And E. b.This insurance applies to"bodily injury"and"property damage"only if: (1) The"bodily injury"or"property damage"is caused by an "occurrence"that takes place in the"coverage territory"; (2) The"bodily injury"or"property damage"occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1.of Section II—Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or "claim", knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1.of Section ll—Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or "claim", includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d."Bodily injury" or"property damage"will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.of Section tl—Who Is An Insured or any"employee"authorized by you to give or receive notice of an"occurrence"or"claim": (1) Reports all,or any part,of the"bodily injury"or"property damage"to us or any other insurer; (2) Receives a written or verbal demand or"claim" for"damages" because of the "bodily injury" or"property damage";or SPE0001-0115 Page 1 of 36 Includes copyrighted material of Insurance Services Office, Inc.with its permission. (3) Becomes aware by any other means that"bodily injury"or"property damage"has occurred or has begun to occur. e."Damages" because of"bodily injury" include"damages" claimed by any person or organization for care, loss of services or death resulting at any time from the"bodily injury". 2. Exclusions(Applicable to Coverage A Only) This insurance does not apply to any'damages", "defense expenses'', °bodily injury", "property damage" or any loss,cost or expense,or any"claim"or"suit": a. Expected Or Intended Injury Expected or intended from the standpoint of the insured, even if the resulting "bodily injury' or "property damage"is of a different kind or degree than intended or reasonably expected.This exclusion does not apply to"bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability For which the insured is obligated to pay"damages" by reason of the assumption of liability in a contractor • agreement.This exclusion does not apply to liability for"damages": (1) That the insured would have in the absence of the contract or agreement; or • (2) Assumed in a contract or agreement that is an"insured contract",provided the"bodily injury"or"property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposesof liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be"damages"because of"bodily injury"or "property damage", provided: (a) Liability to such party for, or for the cost of,that party's defense has also been assumed in the same "insured contract";and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which"damages"to which this insurance applies are alleged. c. Liquor Liability For which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol;or - (3) Any statute, ordinance or regulation relating to the sale,gift, distribution or use of alcoholic beverages. d. Workers'Compensation And Similar Laws Arising out of any obligation of the insured under a workers' compensation; disability benefits or unemployment compensation law or any similar law. e. Employer's Liability Arising out of or pertaining to: . (1) An"employee"of the insured arising out of and in the course of: (a)Employment by the insured;.or (b) Performing duties related to the conduct of the insured's business;or (2) The spouse,child,parent, brother or sister of that"employee"as a consequence of Paragraph (1)above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and . (2) To any obligation to share "damages"with or repay someone else who must pay "damages" because of the injury. This exclusion does not apply to liability assumed by the insured under an"insured contract f. Pollution (1) Based upon or arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of"pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to,any insured; SPE0001-0115 Page 2 of 36 Includes copyrighted material of Insurance Services Office, Inc.with its permission. (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling,storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i)Any insured;or (ii)Any person or organization for whom you may be legally responsible; or (d)At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants"are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor;or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Based upon or arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of,"pollutants";or (b) "Claim" or "suit" by or on behalf of a governmental authority for "damages' because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to,or assessing the effects of,"pollutants". g.Aircraft,Auto,Rail Or Watercraft Based upon or arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto", locomotive, rail car, rolling stock, or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and"loading or unloading". This exclusion applies even if the "claims" against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the"bodily injury"or"property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto", locomotive, rail car, rolling stock or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1)A watercraft you do not own that is: H. (a)Less than 26 feet long;. (b) Not being used to carry persons or property for a charge;and (c)Being used in the course of"yourwork". (2) Parking an "auto"on, or on the ways next to, premises you own or rent, provided the"auto" is not owned by or rented or loaned to you or the insured; (3) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft;or (4)"Bodily injury"or"property damage"arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of"mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged;or (b)The operation of any of the machinery or equipment listed in Paragraph f.(2)or f.(3) of the definition of"mobile equipment". h.Mobile Equipment Based upon or arising out of: (1) The transportation of"mobile equipment" by an"auto" owned or operated by or rented or loaned to any insured; or SPE0001-0115 Page 3 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. • (2) The use of"mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing,speed, demolition, or stunting activity. I.War However caused, based upon or arising, directly or indirectly,out of: (1)War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government,sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. J. Damage To Property Based upon or pertaining to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, "restoration" or maintenance of such property for any reason,including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "properly damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations;or (6)That particular part of any property that must be restored, repaired or replaced because"your work"was incorrectly performed on it. Paragraphs(1), (3)and(4) of this exclusion do not apply to"property damage"(other than damage by fire)to premises, including the contents of such premises, rented to you for a period of seven (7) or fewer consecutive days.A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III—Limits Of Insurance And Deductible. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "propertydamage" included in the "products-completed operations hazard". k.Damage To Your Product Based upon or arising out of"your product"or any part of it. I. Damage To Your Work Based upon or arising out of"your work"or any part of it and included in the"products-completed operations hazard". However, this exclusion does not apply if the damaged work or the work out of which the "damages" arise was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured Based upon or arising out of"impaired property"or property that has not been physically injured, and arising out of: (1) A defect,deficiency, inadequacy or dangerous condition in"your product"or"your work";or (2) A delay or failure by you oranyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to"your product"or"your work"after it has been put to its intended use. n. Recall Of Products,Work Or Impaired Property SPE0001-0115 Page 4 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Based upon or arising out of any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection,repair, replacement, adjustment, removal or disposal of: (1)"Your product"; • (2)"Your work"; or (3)"Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o.Personal And Advertising Injury Based upon or arising out of"personal and advertising injury". p.Electronic Data Based upon or arising out of: (1) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate 'electronic data"; or (2) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of non-public information. This exclusion applies even if "damages" are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of Paragraph(1)or(2)above. q.Mold Based upon or arising out of: (1) Any actual, alleged or threatened contact with, exposure to, or inhalation, ingestion, absorption, discharge, dispersal,seepage, migration, release, escape, presence,growth or reproduction of"mold"; (2) Any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, abate, mitigate, remediate, dispose of,contain,treat, detoxify or neutralize, or in any way respond to or assess the concentration or effects of"mold"; or (3) Any testing for, monitoring, cleaning up, removing, abating, mitigating, remediating, disposing of, containing, treating, detoxifying or neutralizing, or in any way responding to or assessing the concentration or effects of"mold". Paragraphs (2) and (3) above apply, without limitation, to any actual or alleged supervision, instruction, recommendations, warnings or advice provided, or which should have been provided, by any insured or others with respect to the actions described in Paragraphs(2) and (3)above. This exclusion applies to: (1) °Bodily injury" and "property damage" regardless of whether such coverage is included within the "products-completed operations hazard'; (2)Any obligation to share"damages"with or repay someone else who must pay"damages"; and (3) "Mold"existing,emanating from or moving anywhere indoors or outdoors. r. Professional Services Based upon or arising out of any insured's rendering of, or failure to render,any"professional services". s.Asbestos Based upon or arising out of: (1) Asbestos, asbestos fibers, asbestiform minerals or any material or substances containing asbestos, asbestos fibers or asbestiform minerals, or exposure to asbestos,asbestos fibers or asbestiform minerals in any form; (2) Any asbestos related injury, including but not limited to asbestosis, mesothelioma and bronchogenic carcinoma; or (3) The use, exposure, presence, existence, detection, removal, elimination or avoidance of asbestos, asbestos fibers, asbestiform minerals, or any materials containing asbestos, asbestos fibers or asbestiform minerals,in any building, structure, the atmosphere or any other part of the environment. t.Lead SPE0001-0115 Page 5 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. (1) Based upon or arising out of, or related to,the ingestion, inhalation or absorption of lead or any product or material containing lead; (2) Based upon or arising out of, or related to, lead or any product or material containing lead; (3) Based upon or arising out of any loss, cost or expense arising out of any request, demand or order that any insured or any person test for, monitor, clean up, remove, contain,treat, detoxify or neutralize, or in anyway respond to or assess the concentrations or effects of lead or any product or material containing lead; or (4) Based upon or arising out of any loss, cost or expense arising out of any "claim" or"suit"for"damages" because of testing for, monitoring,cleaning up, removing, containing,treating,detoxifying or neutralizing, or in any way responding to or assessing the concentrations or effects of lead or any product or material containing lead. u.Wrap-Ups Based upon or arising out of any project in which the insured participated in any capacity for which an Owner Controlled Insurance Program(OCIP)or Contractor Controlled Insurance Program(CCIP)was in-force. v.Executive Officers Based upon or arising out of any insured's service as an "executive officer", director, partner, trustee, "employee' or "volunteer worker" of any organization, partnership, joint venture, limited liability company, trust,not for profit or other business enterprise that is not specifically named in the Declarations of this policy, or any amendment thereto. w.Nuclear Energy Based upon or arising out of: (1) Any insured who is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada, or any of their successors, or would be an insured under such policy but for its termination upon exhaustion of its limits of liability; (2)The"hazardous properties"of"nuclear material"and with respect to: (a) Any person or organizationthat is required to maintain financial protection pursuant to the Atomic Energy Act of 1954,or any law amendatory thereof; or (b)Any person that is, or had this Policy not been issued,would be, entitled to indemnity from the United . States of America,'or any agency thereof, under any agreement entered into by the United States of America,or any agency thereof,with any person or organization. (3) The°hazardous properties' of"nuclear material" and arising out of the operation of a"nuclear facility" by any person or organization; or (4)The"hazardous properties"of"nuclear material'if: (a)The"nuclear material' is at any"nuclear facility" owned or operated by, or on behalfof, any insured; or has been discharged or dispersed therefrom. (b)The"nuclear material'is contained in "spent fuel"or"nuclear waste"at any time possessed, handled, used, processed,stored,transported or disposed of by,or on behalf, of any insured. (5) The furnishing of services, materials, parts or equipment in connection with the planning, construction, maintenance,operation or use of any"nuclear facility". As used in this exclusion only,"damages"includes all forms of radioactive contamination: x.Distribution Or Disclosure Of Materials In Violation Of Statutes Based upon or arising out of any act, error or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection.Act(TCPA)or any law amendatory thereof; (2)The CAN-SPAM Act of 2003 or any law amendatory thereof; (3) Any statute, ordinance, law or regulation that prohibits or limits the sending, transmitting, communicating or distribution of material or information; (4)The Fair and Accurate Credit Transactions Act of 2003 or any law amendatory thereof; or (5) Any statute, ordinance, law or regulation that prohibits, restricts or governs the disclosure of material to prevent or minimize identity theft. SPE0001-0115 Page 6 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. y.Punitive Or Multiplied Damages Based upon or arising out of any punitive "damages" or the multiplied portion of treble or other multiplied "damages", or that arise out of that portion of any"claim"or"suit"seeking or awarding punitive'damages"or the multiplied portion of treble or other multiplied"damages". z.Offshore Operations Based upon or arising out of"your work", "your product" or"professional services"at, on, around, pertaining to or being the subject of any offshore oil, gas or energy production,drilling, mining facility, or transportation to or from any such facility. aa. Hydrofracturing Based upon or arising out of, directly or indirectly: (1)Any act of any°hydraulic fracturing"performed by you or on your behalf; (2)Any"wrongful act"arising out of any"professional services"in any way related to"hydraulic fracturing"; or (3)Any site,facility or location at which any"hydraulic fracturing"is taking place. For the purposes of this exclusion, "hydraulic fracturing" means the fracturing of rock by pressurized liquid and includes hydrofracturing,fracking,fraccing and horizontal slickwell fracking operations and services. bb. Employment Related Practices Based upon, arising out of or pertaining to, directly or indirectly: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment; or (c)Employment-related practices, policies,acts or omissions,such as coercion, demotion, evaluation, reassignment,discipline,defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person; or (2)The spouse, child, parent, brother or sister of that person as a consequence of"bodily injury'or "damages"to that person at whom any of the employment-related practices described in Paragraphs(a), (b)or(c)above is directed. This exclusion applies: (1)Whether the injury-causing event described in Paragraphs(a), (b)or(c)above occurs before employment, during employment or after employment of that person; (2)Whether the insured may be liable as an employer or in any other capacity; and (3)To any obligation to share'damages"with or repay someone else who must pay"damages"because of the injury. Exclusions c. through n. do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section Ill Limits Of Insurance And Deductible. COVERAGE B-PERSONAL AND ADVERTISING INJURY LIABILITY 1.Insuring Agreement a.We will pay on behalf of the insured, in excess of the deductible shown in.the Declarations, those sums that the insured becomes legally obligated to pay as "damages" because of"personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any"suit" seeking those"damages". However,we will have no duty to defend the insured against any"suit"seeking "damages" for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any"claim"or"suit"that may result.But: (1) The amount we will pay for"damages" is limited as described in Section III —Limits Of Insurance And Deductible;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,B, D or E,or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments—Coverages A, B,D And E. SPE0001=0115 Page 7 of 36 Includes copyrighted material of Insurance Services Office, Inc.with its permission. b. This insurance applies to"personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the"coverage.territory"during thepolicy period. 2. Exclusions(Applicable to Coverage B Only) This insurance does not apply to any "damages", "defense expenses", "personal and advertising injury" or any loss,cost or expense,or any"claim"or"suit": a. Knowing Violation Of Rights Of Another Based upon or arising out of"personal and advertising injury" caused by, or at the direction of, the insured with the knowledge that the act would violate the rights of another and would inflict"personal and advertising injury". b.Material Published With Knowledge Of Falsity Based upon or arising out of oral or written publication of material, if done by or at the direction of the insured with knowledge of its falsity. c.Material Published Prior To Policy Period Based upon or arising out of oral or written publication of material whose first publication took place before the beginning of the policy period. d.Criminal Acts Based upon or arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability For which the insured has assumed liability in a contract or agreement. This exclusion does not applyto liability for"damages"that the insured would have in the absence of the contract or agreement. f.Breach Of Contract Based upon or arising out of a breach of contract, except an implied contract to use another's advertising idea in your"advertisement". g.Quality Or Performance Of Goods—Failure To Conform To Statements Based upon or arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your"advertisement". h.Wrong Description Of Prices Based upon or arising out of the wrong description of the price of goods, products or services stated in your "advertisement'. i. Infringement Of Copyright,Patent,Trademark Or Trade Secret Based upon or arising out of the infringement of copyright, patent,trademark,trade secretor other intellectual property rights. However, this exclusion does not apply to infringement, in your"advertisement", of copyright, trade dress or slogan. j. Insureds In Media And Internet Type Businesses Committed by an insured whose business is: (1)Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of websites for others;or (3)An Internet search, access, content or service provider. However,this exclusion does not apply to Section VI=Definitions, Paragraphs 25.a., b.and c.of"personal and advertising injury". For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards Based upon or arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. SPE0001-0115 Page 8 of 36 Includes copyrighted material of Insurance Services Office, Inc.with its permission. I. Unauthorized Use Of Another's Name Or Product Based upon or arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag,or any other similar tactics to mislead another's potential customers. m.Pollution Based upon or arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of"pollutants"at any time. n. Pollution-Related Based upon or arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain,treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) "claim" or "suit" by or on behalf of a governmental authority for "damages" because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of,"pollutants". o.War However caused, arising directly or indirectly out of; (1)War, including undeclared or civil war; (2)Warlike action by a military force, including action in hindering or defending against an actual or expected attack,by any government, sovereign or other authority using military personnel or other agents;or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p.Mold Based upon or arising out of, or in any way related to,"mold". q.Asbestos Based upon or arising out of, or in any way related to, asbestos, asbestos fibers or asbestiform minerals or any materials or substances containing asbestos,asbestos fibers or asbestiform minerals. r. Lead Based upon or arising out of, or in any way related to, lead or any material containing lead. s.Executive Officers Based upon or arising out of any insured's service as an "executive officer", director, partner, trustee, "employee" or "volunteer worker" of any organization, partnership, joint venture, limited liability company, trust, not for profit or other business enterprise that is not specifically named in the Declarations of this policy, or any amendment thereto. t.Nuclear Energy Based upon or arising out of: (1) Any insured who is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada, or any of their successors, or would be an insured under such policy but for its termination upon exhaustion of its limits of liability; (2)The"hazardous properties"of"nuclear material"and with respect to: (a) Any person or organization that is required to maintain financial protection pursuant to the Atomic Energy Act of 1954,or any law amendatory thereof; or (b)Any person that is,or had this Policy not been issued,would be,entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof,with any person or organization. (3)The"hazardous properties" of"nuclear material" and arising out of the operation of a"nuclear facility" by any person or organization; or (4)The"hazardous properties"of"nuclear material" if: (a)The"nuclear material" is at any"nuclear facility" owned or operated by, or on behalf of, any insured; or has been discharged or dispersed therefrom. SPE0001-0115 Page 9 of 36 Includes copyrighted material of Insurance Services Office,inc.with its permission. (b)The"nuclear material" is contained in"spent fuel"or"nuclear waste"at any time possessed, handled, used, processed, stored,transported or disposed of by, or on behalf, of any insured. (5) The furnishing of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any"nuclear facility". As used in this exclusion only, "damages"includes all forms of radioactive contamination: u. Distribution Or Disclosure Of Materials In Violation Of Statutes Based upon or arising out of any act, error or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act(TCPA)or any law amendatory thereof; (2)The CAN-SPAM Act of 2003 or any law amendatory thereof; (3) Any statute, ordinance, law or regulation that prohibits or limits the sending, transmitting, communicating or distribution of material or information; (4)The Fair and Accurate Credit Transactions Act of 2003 or any law amendatory thereof; or (5) Any statute, ordinance, law or regulation that prohibits, restricts or governs the disclosure of materialto prevent or minimize identity theft. v. Punitive Or Multiplied"Damages" Based upon or arising out of any punitive "damages" or the multiplied portion of treble or other multiplied "damages", or that arise out of that portion of any"claim" or"suit"seeking or awarding punitive"damages"or the multiplied portion of treble or other multiplied"damages". w.Professional Services Based upon or arising out of any insured's rendering,or failure to render,any"professional services". x. Electronic Data Based upon or arising out of: (1) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data";or (2) Any access'to or disclosure of any person's or organization'sconfidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of non-public information. This exclusion applies even if "damages" are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of Paragraph(1)or(2)above. y.Employment Related Practices Based upon, arising out ofor pertaining to, directly or indirectly: (1)A person arising out of any: . (a)Refusal to employ that person; (b)Termination of that person's employment;or (c)Employment-related practices, policies, acts or omissions,such as coercion,demotion,evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person;or (2)The spouse,'child, parent, brother or sister of that person as a consequence of"personal and advertising injury"to that person at whom any of the employment-related practices described in Paragraphs(a), (b) or(c)above is directed. This exclusion applies: (1)Whether the injury-causing event described in Paragraphs (a), (b)or.(c)above occurs before employment,during employment or after employment of that person; (2)Whether the insured may be liable as an employer or in any other capacity;and (3)To any obligation to share"damages"with or repay someone else who must pay°damages"because of the injury. COVERAGE C-MEDICAL PAYMENTS . 1. Insuring Agreement SPE0001-0115 Page 10 of 36 Includes copyrighted material of Insurance Services Office, Inc.with its permission. a.We will pay medical expenses as described below for"bodily injury"caused by an accident: (1)On premises you own or rent; (2) On ways next to premises you own or rent;or (3)Because of your operations; provided that: (1)The accident takes place in the"coverage territory"and during the policy period; (2)The expenses are incurred and reported to us within one year of the date of the accident;and (3)The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance.We will pay reasonable expenses for: (1)First aid administered at the time of an accident; (2)Necessary medical, surgical,x-ray and dental services, including prosthetic devices; and (3)Necessary ambulance, hospital, professional nursing and funeral services. 2.Exclusions(Applicable to Coverage C only) We will not pay expenses for"bodily injury": a.Any Insured To any insured. b.Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c.Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d.Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the"bodily injury" are payable or must be provided under a workers'compensation or disability benefits law or a similar law. e.Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports,or athletic contests. f. Products-Completed Operations Hazard Included within the"products-completed operations hazard", g.Other Coverage Exclusions Excluded under Coverages A,D or E. COVERAGE D—CONTRACTOR'S POLLUTION LIABILITY 1.Insuring Agreement a.We will pay on behalf of the insured, in excess of the Deductible shown in the Declarations, those sums that the insured becomes legally obligated to pay as"damages" because of"bodily injury", "property damage" or "clean-up costs" resulting from a"pollution condition"to which this insurance applies. We will have the right and duty to defend the insured against any"suit"seeking those"damages". However,we will have no duty to defend the insured against any "suit" seeking "damages' for"bodily injury", "property damage' or"clean-up costs' arising from a"pollution condition"to which this insurance does not apply. We may, at our discretion, investigate any"pollution condition"and settle any"claim" or"suit"that may result. But: (1) The amount we will pay for"damages" is limited as described in Section III —Limits Of Insurance And Deductible;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, B, D, E or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments—Coverage A, B,D And E. b.This insurance applies to"bodily injury",'property damage"and"clean-up costs"only if: SPE0001-0115 Page 11 of 36 Includes copyrighted material of Insurance Services Office, Inc.with its permission. (1) The"bodily injury", "property damage" or"clean-up costs' is caused by a"pollution condition"arising from "your work" away from premises you own, rent or occupy and that takes place in the'coverage territory"; (2)The'pollution condition"occurs during the policy period; (3)The°pollution condition"was unexpected and unintended from the standpoint of any insured listed under • Paragraph 1.of Section II—Who Is An Insured or any"responsible insured";and (4) Prior to the policy period, no insured listed under Paragraph 1.of Section II—Who Is An Insured and no "responsible insured"authorized by you to give or receive notice of a"pollution condition"or"claim", knew that the "pollution condition" had-occurred, in whole or in part. If such a listed insured or "responsible insured" knew, prior to the policy period, that the "pollution condition" occurred, then any continuation, change or resumption of the"pollution condition" and any resulting "bodily injury", "property damage" or "clean-up costs" during or after the policy period will be deemed to have been:known prior to the policy period. - c."Bodily injury", "property damage"or"clean-up costs"which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II—Who Is. An Insured or any"responsible insured" authorized by you to give or receive notice of a "pollution condition" or "claim", includes any continuation, change, migration, spreading or resumption of that "bodily injury", "property damage"or"clean-up costs"after the end of the policy period. d."Bodily injury", 'property damage"or"clean-up costs"will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "responsible insured"authorized by you to give or receive notice of a"pollution condition"or"claim": (1) Reports all, or any part, of the "bodily injury", 'property damage" or'clean-up costs" to us or any other insurer; (2) Receives a written or verbal demand or "claim" for "damages" because of "bodily injury", "property damage"or"clean-up costs";or (3) Becomes aware by any other means that "bodily injury", "property damage" or "clean-up costs" has occurred or has begun to occur. e. "Damages° because of'bodily injury" include"damages"claimed by any person or organization for care, loss of services or death resulting at any time from the"bodily injury". 2. Exclusions(Applicable to Coverage D only) This insurance does not apply to any"damages",."defense expenses", "bodily injury","property damage", °clean- up costs°or any loss,cost or expense,or any"claim"or"suit": a. Expected Or Intended Injury Expected or intended from the standpoint of a "responsible insured", even if the resulting "bodily injury", "property damage"or"clean-up costs"is of a different kind or degree than intended or reasonably expected. b.Contractual Liability For which the insured is obligated to pay"damages" by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for"damages": (1)That the insured would have in the absence of the contract or agreement;or (2) Assumed in a contract or agreement that is an "insured contract", provided the"bodily injury", "property damage"or"clean-up costs"occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be°damages" because of"bodily injury","property damage"or"clean-up costs", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract";and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which"damages"to which this insurance applies are alleged. c.Workers'Compensation And Similar Laws Based upon or arising out of any obligation of the insured under a workers'compensation, disability benefits or unemployment compensation law or any similar law. d. Employer's Liability SPE0001-0115 Page 12 of 36 Includes copyrighted material of Insurance Services Office, Inc.with its permission. To: (1)An "employee"of the insured arising out of and in the course of: (a) Employment by the insured;or (b) Performing duties related to the conduct of the insured's business;or (2)The spouse, child, parent, brother or sister of that"employee"as a consequence of Paragraph (1)above. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity;and (2)To any obligation to share"damages" with or repay someone else who must pay"damages" because of the injury. e.Aircraft,Auto,Rail Or Watercraft Based upon or arising out of the ownership, maintenance, use or entrustment to others of any aircraft,'auto", locomotive, rail car, rolling stock', or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and"loading or unloading". This exclusion applies even if the"claims" against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training ormonitoring of others by that insured, if the "pollution condition" which caused the"bodily injury", "property damage"or"clean-up costs" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto", locomotive, rail car, rolling stock, or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft you do not own that is: (a) Less than 26 feet long; (b)Not being used to carry persons or property for a charge;and (c) Being used in the course of"your work". (2)Liability assumed under any"insured contract"for the ownership, maintenance or use of watercraft; (3)"Bodily injury", "property damage"or"clean-up costs"arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of"mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of"mobile equipment". (4)A"pollution condition"arising out of"loading or unloading" any"auto"or watercraft owned or operated by or rented or loaned to any insured away from any property or facility you own or rent;or (5) A"pollution condition" arising out of the transportation of materials, goods or wastes to or from a location where"your wore is being performed. f.Mobile Equipment Based upon or arising out of: (1) The transportation of"mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured;or (2) The use of"mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed,demolition, or stunting activity. g.War However caused,arising directly or indirectly out of: (1)War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by anygovernment,sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. SPE0001-0115 Page 13 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. h. Damage To Property Based upon or arising out of: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, "restoration" or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the"property damage" or"clean-up costs" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" or"clean-up costs" arises out of those operations; or (6)That particular part of any property that must be restored, repaired or replaced because"your work" was incorrectly performed on it. Paragraphs(1), (3)and (4)of this exclusion do not apply to"property damage"(other than damage by fire)or "clean-up costs"to premises, including the contents of such premises, rented to you for a period of seven (7) or fewer consecutive days.A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III—Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are"your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" or "clean-up costs" included in the "products-completed operations hazard". I. Damage To Your Product Based upon or arising out of"your product"or any part of it. j. Damage To Your Work - Based upon or arising out of"your work"or any part of it and included in the"products-completed operations hazard". However, this exclusion does not apply if the damaged work or the work out of which the "damages" arise was performed on your behalf by a subcontractor. k. Damage To Impaired Property Or Property Not Physically Injured Based upon or arising out of"impaired property"or property that has not been physically injured, and arising out of: (1) A defect, deficiency,inadequacy or dangerous condition in"your product"or"your work";or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to"your product"or"your work"after it has been put to its intended use. I. Recall Of Products,Work Or Impaired Property Based upon or arising out of any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement,adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect,deficiency, inadequacy or dangerous condition in it. m.Personal And Advertising Injury Based upon or arising out of"personal and advertising injury". SPE0001-0115 Page 14 of 36 Includes copyrighted material of Insurance Services Office, Inc.with its permission. o.Electronic Data Based upon or arising out of: (1) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data"; or (2) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of non-public information. This exclusion applies even if "damages" are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of Paragraph(1)or(2)above. p.Professional Services Based upon or arising out of any insured's rendering of, or failure to render, any "professional services". However,this exclusion shall not apply to any"clean-up costs"arising out of"professional services"which are covered under Coverage E—Error And Omissions Liability in this policy. q.Executive Officers Based upon or arising out of any insured's service as an "executive officer', director, partner, trustee, "employee" or "volunteer worker" of any organization, partnership, joint venture, limited liability company, trust, not for profit or other business enterprise that is not specifically named in the Declarations of this policy, or any amendment thereto. r.Nuclear Energy Based upon or arising out of: (1) Any insured who is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada, or any of their successors, or would be an insured under such policy but for its termination upon exhaustion of its limits of liability; (2)The"hazardous properties"of"nuclear material"and with respect to: (a) Any person or organization that is required to maintain financial protection pursuant to the Atomic Energy Act of 1954,or any law amendatory thereof; or (b)Any person that is, or had this policy not been issued, would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof,with any person or organization. (3) The"hazardous properties"of"nuclear material" and arising out of the operation of a"nuclear facility" by any person or organization; or (4)The"hazardous properties"of"nuclear material"if: (a)The"nuclear material" is at any"nuclear facility" owned or operated by, or on behalf of, any insured; or has been discharged or dispersed therefrom. (b)The"nuclear material" is contained in"spent fuel"or"nuclear waste"at any time possessed, handled, used, processed, stored,transported or disposed of by, or on behalf,of any insured. (5) The furnishing of services, materials, parts or equipment in connection with the planning, construction, maintenance,operation or use of any"nuclear facility". As used in this exclusion only,"damages"includes all forms of radioactive contamination. s.Distribution Or Disclosure Of Materials In Violation Of Statutes Based upon or arising out of any act, error or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act(TCPA)or any law amendatory thereof; (2)The CAN-SPAM Act of 2003 or any law amendatory thereof; (3)Any statute, ordinance, law or regulation that prohibits or limits the sending, transmitting, communicating or distribution of material or information; (4)The Fair and Accurate Credit Transactions Act of 2003 or any law amendatory thereof, or (5) Any statute, ordinance, law or regulation that prohibits, restricts or governs the disclosure of material to prevent or minimize identity theft. SPE0001-0115 Page 15 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. • t.Punitive Or Multiplied"Damages" Based upon or arising out of any punitive "damages" or the multiplied portion of treble or other multiplied "damages",or that arise out of that portion of any"claim"or"suit" seeking or awarding punitive"damages" or the multiplied portion of treble or other multiplied"damages". u.Offshore Operations Based upon or arising out of"your work", °your product"or"professional services"at, on, around, pertaining to or being the subject of any offshore oil, gas or energy production, drilling, mining facility, or transportation to or from any such facility. v. Hydrofracturing Based upon or arising out of, directly or indirectly: (1)Any act of any"hydraulic fracturing' performed by you or on your behalf; (2)Any"wrongful act"arising out of any"professional services'in any way related to"hydraulic fracturing"; or (3)Any site,facility or location at which any"hydraulic fracturing"is taking place. For the purposes of this exclusion, "hydraulic fracturing" means the fracturing of rock by pressurized liquid and includes hydrofracturing,fracking,fraccing and horizontal slickwell fracking operations and services. w.Waste Facilities Based upon or arising out of a"pollution condition"at or from any premises, site or location used by anyone at any time for the storage, handling, processing, treatment or disposal of any waste, garbage, refuse, recyclables, scrap, hazardous materials or used petroleum substances. This exclusion does not apply to "claims"arising from"your work"or"your product"that are intended to clean-up,construct, service,expand or remove such premises, site or location if the"pollution condition"commences or first occurs while'your work' is in progress or "your product" is being used. Nothing in this exclusion should be construed to grant coverage of any kind for the insured's liability for disposing, processing, treating or storing of waste at any facility that is used primarily for those purposes. x.Employment Related Practices Based upon,arising out of or pertaining to,directly or indirectly: (1)A person arising out of arty: (a)Refusal to employ that person; (b)Termination of that person's employment; or (c)Employment-related practices, policies,acts or omissions,such as coercion,demotion, evaluation, reassignment, discipline, defamation,harassment, humiliation, discrimination or malicious prosecution directed at that person;or (2)The spouse, child, parent, brother or sister of that person as a consequence of'bodily injury"or °damages°to that person at whom any of the employment-related practices described in Paragraphs(a), (b)or(c)above is directed. This exclusion applies: (1)Whether the injury-causing event described in Paragraphs(a), (b)or(c)above occurs before employment, during employment or after employment of that person; (2)Whether the insured may be liable as an employer or in any other capacity; and (3)To any obligation to share"damages"with or repay someone else who must pay"damages"because of the injury. COVERAGE E--ERRORS AND OMISSIONS LIABILITY This coverage part provides coverage on a claims-made and reported basis. Please read the entire form carefully 1.Insuring Agreement a. We will pay on behalf of the insured, in excess of the Deductible shown in the Declarations, those sums the insured becomes legally obligated to pay as "damages" because of a 'wrongful act"to which this insurance applies. We will have the right and duty to defend the insured against any"suit" seeking those°damages". However,we will have no duty to defend the insured against any'suit"seeking"damages"for any"wrongful SPE0001-0115 Page 16 of 36 Includes copyrighted material of Insurance Services Office, Inc.with its permission. act" to which this insurance does not apply. We may, at our discretion, investigate any "claim" or°suit" that may result. But: (1) The amount we will pay for"damages" is limited as described in Section III —Limits Of Insurance And Deductible; 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, B, D, or E, or medical expenses under Coverage C or "defense expenses"under Coverage E. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments—Coverages A, B, D And E. b.This insurance applies to "claims"for"damages" arising from a"wrongful act" only if the following conditions are met: (1)The"wrongful act"is caused by"professional services"that take place in the°coverage territory"; (2)The"wrongful act" did not occur before the Retroactive Date shown in the Declarations or after the end of the policy period; (3) A 'claim" for "damages" because of the "wrongful act" is first made against any insured, in accordance with Paragraph c. below, during the policy period, or any Extended Reporting Period we provide under Section V—Extended Reporting Periods. (4) No insured listed under Paragraph 1.of Section II—Who Is An Insured or any'employee"authorized by you to give or receive notice of"wrongful acts"or"claims" had any knowledge prior to the policy period of a"wrongful act"that reasonably could give rise to a"claim"under this policy; (5)The"claim"or°wrongful act", nor any fact, incident, circumstance,transaction, advice or decision involved in the rendering of or failure to render'professional services" related to the°claim" or"wrongful act", was not reported in any manner to any insured or insurer under any policy in effect before the policy period. c.A"claim"by a person or organization seeking "damages"will be deemed to have been made at the earlier of the following times: (1)When notice of such"claim" is received and recorded by any insured or by us, whichever comes first; or (2)When we make settlement in accordance with Paragraph 1.a.of this Insuring Agreement above. All "claims"for"damages" because of"wrongful acts" to the same person or organization will be deemed to have been made at the time the first of those"claims"is made against any insured. 2. Exclusions(Applicable to Coverage E only) This insurance does not apply to any 'damages", "defense expenses" or any loss, cost or expense, or any °claim"or'suit': a.Electronic Data Based upon or arising out of: (1) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data"; or (2) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of non-public information. This exclusion applies even if °damages" are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of Paragraph(1)or(2)above. b. Express Or Implied Warranties Based upon or arising out of any express warranties or guarantees, provided that the "damages"would not have occurred in the absence of such express warranties or guarantees. This exclusion shall not apply to any determination by the insured of the presence or absence of"pollutants". c.Faulty Workmanship Based upon or arising out of the cost to repair or replace any faulty workmanship, construction or work not in accordance with your"professional services". SPE0001-0115 Page 17 of 36 Includes copyrighted material of Insurance Services Office, Inc.with its permission. • d.Insurance Or Bonds Based upon or arising out of any insured's acts, errors or omissions with regard to the requiring of, or failure to require or advise, or failure to maintain or procure any form, type or amount of insurance, surety bond or financial guarantee of any kind at any time. e.Products Based upon or arising out of, in whole or in part, any goods or products sold, manufactured, fabricated, distributed, repaired or furnished by any insured or any entity operating pursuant to a lease or license granted by an insured. f. Recall Of Products,Work or Impaired Property Based upon or arising out of any loss, cost or expense incurred by you or others, for the loss of use, withdrawal, recall, inspection, repair, replacement,adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. g.Prior Acts,"Claims",Errors Or Omissions Based upon or arising out of any act, error, omission or'claim" in rendering"professional services"made or committed prior to the inception date of this policy if any"responsible insured"knew or reasonably could have foreseen that such act,error, omission or"claim"took place or such act, error,omission or"claim"was reported to any insurer or regulatory agency. h. Prior or Pending"Sults" Based upon or arising out of any"suit"which was pending on, or existed prior to the inception date of this policy, or any"suit"arising out of the same or substantially the same facts,circumstances or allegations which are the subject of, or the basis for, such"suit". I. Expected Or Intended That, from the standpoint of the insured, could have reasonably been expected or intended. This exclusion applies even if the"damages",are of a different kind or degree than intended or expected. j.Contractual Liability For which the insured is obligated to pay by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for"damages": (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a'contract or agreement that is an "insured contract", 'provided the "damages" occur subsequent to the execution of the"insured contract". Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than the insured are deemed to be"damages", provided: (a)Liability to such party for, or for the cost of, that party's defense has also been assumed in the same e "insured contract";and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which°damages"to which this insurance applies are alleged. k.Workers Compensation And Similar Laws • Based upon or arising out of any obligation of the insured under a workers'compensation, disability benefits or unemployment compensation law or any similar law. I. Employers Liability Based upon or arising out of: (1) An"employee"of the insured arising out of and in the course of: (a)Employment by the insured;or (b) Performing duties related to the conduct of the insured's business; or (2)The spouse,child, parent, brother or sister of that"employee"as a consequence of Paragraph (1)above. SPE0001-0115 Page 18 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share"damages°with or repay someone else who must pay "damages" because of the injury. This exclusion does not apply to liability assumed by the insured under an"insured contract". m. Property Damage Based upon or arising out of: (1) Property you own, rent or occupy; (2)"Your product"; (3)Premises or property you sell, give away or abandon; (4)Premises or property loaned to you; or (5) Premises or property in the care, custody or control of the insured. n.Aircraft,Auto,Rail Or Watercraft Based upon or arising out of the ownership, operation, maintenance, use, leasing, rental, lending or loading or unloading"of any aircraft, 'auto", locomotive, rail car, rolling stock,watercraft or"mobile equipment"of any kind. o.Failure To Comply Based upon or arising out of any"responsible insureds" intentional,willful or deliberate failure to comply with any statute, regulation, ordinance, administrative complaint, notice of violation, notice letter, executive order, or instruction of any governmental, public or regulatory agency, p. Real Estate Development Or Brokering Based upon or arising out of the development, sale, acquisition, transfer or sale of any real estate by you or on your behalf,or any defect or impairment to title for real property, including fixtures. q.Antitrust Based upon or arising out of any antitrust, unfair competition or restraint of trade. r. Patent Infringement Based upon or arising out of the intentional or unintentional infringement of any copyright, patent, trademark, trade secret or other intellectual property rights. s.War Based upon or arising,directly or indirectly, out of: (1)War, including undeclared or civil war; (2)Warlike action by a military force, including action in hindering or defending against an actual or expected attack,by any government,sovereign or other authority using military personnel or other agents;or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. t.Cross Suits Claimed by any of the following: (1) Any related business enterprise which is operated, managed or owned, in whole or in part, by any insured; (2)A parent company of the insured; (3)Any affiliated or subsidiary company of the insured; or (4)Any Named Insured against any other Named Insured. u. Criminal,Fraudulent Or Dishonest Acts Based upon or arising out of: (1) Any criminal, fraudulent or dishonest act, omission or offense committed by the insured. However, we shall defend any allegations: SPE0001-0115 Page 19 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. (a)Against the insured if such allegations involve a"claim"to which this insurance otherwise applies, until judgment or other final adjudication establishes, or if the insured admits, that such act, omission or offense was committed,or personally acquiesced in, by such insured. (2)Any act, omission or offense committed by the insured with knowledge of its wrongful nature or with the intent to cause"damages"; (3)The obtaining by the insured of any profit,gain or advantage to which the insured isnot legally entitled; or (4) Any violation by the insured of the provisions of the Racketeer Influenced And Corrupt Organization Act IBUSC Sections 1961 et seq. v.Executive Officers Based upon or arising out of any insured's service as an "executive officer", director, partner, trustee, "employee" or 'volunteer worker" of any organization, partnership, joint venture, limited liability company, trust,not-for-profit or other business enterprise that is not specifically named in the Declarations of this policy, or any amendment thereto. w.Nuclear Energy Based upon or arising out of: (1) Any insured who is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada, or any of their successors, or would be an insured undersuch policy but for its termination upon exhaustion of its limits of liability; (2)The"hazardous properties"of"nuclear material"and with respect to: (a) Any person or organization that is required to maintain financialprotection pursuant to the Atomic Energy Act of 1954,or any law amendatory thereof; or (b)Any person that is, or had this Policy not been issued,would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof,with any person or organization. (3) The"hazardous properties" of"nuclear material" and arising out of the operation of a "nuclear facility" by any person or organization;or (4)The"hazardous properties"of"nuclear material" if: • • (a)The"nuclear material" is at any"nuclear facility" owned or operated by, or on behalf of, any insured; or has been discharged or dispersed therefrom. (b) The"nuclear material" is contained in "spent fuel"or"nuclear waste"at any time possessed, handled, used, processed, stored,transported or disposed of by, or on behalf,of any insured. (5) The furnishing of services, materials, parts or equipment in connection with the planning, construction, maintenance,operation or use of any"nuclear facility". As used in this exclusion only, "damages"includes all forms of radioactive contamination. x.Distribution Or Disclosure Of Materials In Violation Of Statutes Based upon or arising out of any act, error or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act(TCPA)or any law amendatory thereof; (2) The CAN-SPAM Act of 2003 or any law amendatory thereof; (3) Any statute, ordinance, law or regulation that prohibits or limits the sending, transmitting, communicating or distribution of material or information; (4)The Fair and Accurate Credit Transactions Act of 2003 or any law amendatory thereof; or (5) Any statute, ordinance, law or regulation that prohibits, restricts or governs the disclosure of material to prevent or minimize identity theft. y. Punitive Or Multiplied"Damages" Based upon or arising out of any punitive"damages" or the multiplied portion of treble or other multiplied "damages", or that arise out of that portion of any"claim" or"suit" seeking or awarding punitive"damages"or the multiplied portion of treble or other multiplied°damages". z. Offshore Operations Based upon or arising out of"professional services" at, on, around, pertaining to or being the subject of any offshore oil,gas or energy production,drilling,mining facility,or transportation to or from any such facility. SPE0001-0115 Page 20 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. aa.Hydrofracturing Based upon or arising out of, directly or indirectly: (1)Any act of any"hydraulic fracturing'performed by you or on your behalf; (2)Any"wrongful act"arising out of any"professional services"in any way related to"hydraulic fracturing"; or (3)Any site,facility or location at which any"hydraulic fracturing" is taking place. For the purposes of this exclusion, "hydraulic fracturing" means the fracturing of rock by pressurized liquid and includes hydrofracturing, fracking,fraccing and horizontal slickwell fracking operations and services. bb.Bankruptcy Based upon or arising out of the bankruptcy, insolvency or failure to pay debt of any kind by any insured or any other person or organization. cc.Employment Related Practices Based upon, arising out of or pertaining to, directly or indirectly: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment; or (c)Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment,discipline, defamation, harassment, humiliation,discrimination or malicious prosecution directed at that person;or (2)The spouse, child, parent, brother or sister of that person as a consequence of"damages"to that person at whom any of the employment-related practices described in Paragraphs(a),(b)or(c)above is directed. This exclusion applies: (1)Whether the injury-causing event described in Paragraphs(a),(b)or(c)above occurs before employment,during employment or after employment of that person; (2)Whether the insured may be liable as an employer or in any other capacity;and (3)To any obligation to share"damages"with or repay someone else who must pay"damages"because of the injury. SUPPLEMENTARY PAYMENTS—COVERAGES A,B, D AND E 1.We will pay,with respect to any"claim"we investigate or settle, or any"suit"against an insured we defend: a.All expenses we incur. b. Up to$250 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.We do not have to furnish these bonds. c.The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the"claim"or"suit", including actual loss of earnings up to$250 a day because of time off from work. e.All costs taxed against the insured in the"suit". f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Solely with respect to Coverage A, B and D,these payments will not reduce the limits of insurance. 2. If we defend an insured against a"suit" and an indemnitee of the insured is also named as a party to the"suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks "damages" for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an"insured contract"; SPE0001=0115 Page 21 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. b.This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of thedefense of, that indemnitee, has also been assumed by the insured in the same"insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e.The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit"and agree that we can assign the same counsel to defend the insured and the indemnitee; and f.The indemnitee: (1)Agrees in writing to: (a)Cooperate with us in the investigation, settlement or defense of the"suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the"suit"; (c)Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee. (2) Provides us with written authorization to: (a)Obtain records and other information related to the"suit";and (b) Conduct and control the defense of the indemnitee in such"suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I —Coverage A—Bodily Injury And Property Damage Liability or Paragraph 2.b.(2) of Section I — Coverage D—Contractor's Pollution Liability, such payments will not be deemed to be"damages"for"bodily injury", "property damage"and"clean-up costs"and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a.We have used up the applicable limit of insurance in the payment of judgments or settlements; or b.The conditions set forth above, or the terms of the agreement described in Paragraph f.above, are no longer met. SECTION II—WHO IS AN INSURED 1. If you are designated in the Declarations as: a.An individual, you and your spouse areinsureds,.but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c.A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d.An organization other than a partnership,joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors.Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust,you are an insured.Your trustees are also insureds, but only with respect to their duties as trustees. 2.Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your"executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers(if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these"employees"or"volunteer workers"are insureds for: (1)"Bodily injury"or"personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee"while in the course of his or her employment SPE0001-0115 Page 22 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. 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. (2)"Property damage"or"clean-up costs"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 Part. 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 only until the 90th day after you acquire or form the organization or the end of the policy period,whichever is earlier, b. Coverage does not apply to "bodily injury", "property damage", °personal and advertising injury", 'clean-up costs"or""damages""that occurred before you acquired or formed the organization. •gC j. When specifically required in a written contract, your customer, landlord, franchisor, lessor of equipment or project owner is an insured but only with respect to liability for"bodily injury", "property damage", "personal and advertising injury","clean-costs"or other"damages"caused by: a.Your acts or omissions; or b.The acts or omissions of those acting on your behalf; in the performance of "your work" or your 'professional services", or as included in the "products-completed operations hazard". With respect to insurance provided to such additional insured, it is understood and agreed that the coverage provided to any insured shall in no event be broader than that provided to the Named Insured. To the extent that coverage under any section of this policy is unavailable to the Named Insured for any reason, such:�:•.;.;•;•:�:'.• coverage shall also be unavailable to any other insured. :•; Further,when specifically required in a written contract and solely as respects to such additional insured noted ••• • above, this insurance shall be primary and non-contributory, but only in the event of the sole negligence of the :•.•• : .•:•• named insured. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture •:' .•. , • or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III—LIMITS OF INSURANCE AND DEDUCTIBLE 1. Limits Of Insurance a.The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: (1) Insureds; (2)"Claims"made or"suits"brought; or (3)Persons or organizations making"claims"or bringing"suits". SPE0001-0115 Page 23 of 36 Includes copyrighted material of Insurance Services Office, Inc.with its permission. b.The General Aggregate Limit is the most we will pay for the sum of: (1) "Damages" under Coverage A, except "damages" because of "bodily injury" or "property damage" included in the"products-completed operations hazard'; (2)"Damages"under Coverage B; (3)Medical expenses under Coverage C; (4)"Damages" under Coverage D, except'damages"because of"bodily injury", "property damage"or"clean- up costs" included in the"products-completed operations hazard";and (5)"Damages" under Coverage E. c. The Products-Completed Operations Aggregate Limit is the most we will pay under Coverage A and Coverage D for the sum of all "damages" because of"bodily injury", "property damage"and "clean-up costs" included in the"products-completed operations hazard". d.Subject to b. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all °damages" because of all "personal and advertising injury" sustained by any one person or organization. e.Subject to b.or c.above,whichever applies,the Each Occurrence Limit is the most we will pay for the sum of: (1) "Damages" under Coverage A;and (2) Medical expenses under Coverage C; because of all"bodily injury"or"property damage"arising out of any one"occurrence", f.Subject to b.or c.above,whichever applies,the Each Pollution Condition Limit is the most we will pay for the sum of "damages" under Coverage D because of"bodily injury", "property damage" and "clean-up costs" arising out of any one"pollution condition". g. Subject to b. above, the Each Wrongful Act Limit is the most we will pay for the sum of "damages" and "defense expenses" under Coverage E arising out of any one°wrongful act". h.Subject to e.above,the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for "damages" because of"property damage" to any one premises, while rented to you, or in the case of damage by fire,while rented to you or temporarily occupied by you with permission of the owner. i. Subject to e. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of"bodily injury"sustained by any one person. j.The Limits of Insurance of this Coverage Part apply to the entire policy period shown in the Declarations. The Limits of Insurance of this Coverage Part do not reinstate annually, nor do they reinstate for any additional period or extension applied to the policy period after issuance. 2. Deductible Our obligation under this policy to pay "damages" on your behalf applies only to the amount of"damages" in excess of any deductible amounts shown in the Declarations of this policy. Subject to the terms and conditions of any separate deductible endorsement(s) which shall control the deductible if inconsistent with the provisions herein: a. With respect to Coverage A, the Commercial General Liability Deductible shown in the Declarations shall apply: (1) If on a Per Claim Basis, to all"damages" sustained by any one person because of all"bodily injury" and "property damage" combined as the result of any one "occurrence". If"damages" are claimed for care, loss of services or death resulting at any time from "bodily injury', a separate deductible amount will be applied to each person making a"claim"for such"damages". With respect to"property damage", person includes an organization. (2) If on a Per Occurrence Basis, to all °damages" sustained because of all "bodily injury" and "property damage" combined as the result of any one "occurrence", regardless of the number of persons or organizations who sustain"damages"because of that"occurrence". b. With respect to Coverage B, the Commercial General Liability Deductible shown in the Declarations shall apply: (1) If on a Per Claim Basis, to all "damages" sustained by any one person because of all "personal and advertising injury"as the result of any one offense. SPE0001-0115 Page•24 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. (2) If on a Per Occurrence Basis, to all"damages" sustained because of all"personal and advertising injury" as the result of any one offense, regardless of the number of persons or organizations who sustain "damages"because of that offense. c. With respect to Coverage D, the Contractor's Pollution Liability Deductible shown in the Declarations shall apply: (1) If on a Per Claim Basis, to all "damages" sustained by any one person because of all "bodily injury", "property damage" and "clean-up costs" combined as the result of any one "pollution condition". If "damages" are claimed for care, loss of services or death resulting at any time from "bodily injury", a separate deductible amount will be applied to each person making a "claim" for such "damages". With respect to"property damage"and"clean-up costs", person includes an organization. (2) If on a Per Pollution Condition Basis, to all"damages" sustained because of all "bodily injury", "property damage" and "clean-up costs" combined as the result of any one"pollution condition", regardless of the number of persons or organizations who sustain"damages" because of that"pollution condition". d. With respect to Coverage E, the Errors And Omissions Liability Deductible shown in the Declarations shall apply: (1) If on a Per Claim Basis,to all"damages"sustained by any one person or organization as the result of any one"wrongful act". (2) If on a Per Wrongful Act Basis, to all "damages" sustained as the result of any one "wrongful act", regardless of the number of persons or organizations who sustain "damages" because of that"wrongful act". e.The terms of this insurance, including those with respect to: (1)Our right and duty to defend the insured against any"suits"seeking those"damages";and (2)Your duties in the event of an"occurrence",°pollution condition","wrongful act","claim"or"suit" apply irrespective of the application of the deductible amount. f. We may pay any part or all of the deductible amount to effect settlement of any °claim" or"suit" and, upon notification of the action taken,you shall promptly reimburse us for such part of the deductible amount as has been paid by us. SECTION IV—CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part, except as otherwise excluded in Coverage E., Paragraph 2.Exclusions, aa.Bankruptcy. 2. Duties In The Event Of Occurrence,Offense,Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence", "pollution condition", "wrongful act"or an offense which may result in a"claim".To the extent possible, notice should include: (1) How,when and where the"occurrence","pollution condition","wrongful act"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","pollution condition", "wrongful act"or offense. Solely with respect to any coverage provided on a claims-made basis, notice of an"occurrence" or offense is not notice of a"claim". b. If a"claim"is made or"suit"is brought against any insured,you must: (1) Immediately record the specifics of the"claim"or"suit"and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the"claim"or"suit"as soon as practicable. c.You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the"claim"or"suit"; (2)Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the"claim"or defense against the"suit"; and SPE0001-0115 Page 25 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. (4)Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or"damages"to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid,without our consent. 3.Legal Action Against Us No person or organization has a right under this Coverage Part: a.To join us as a party or otherwise bring us into a"suit"asking for"damages"from an insured; or b.To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for "damages" that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us,the insured and the claimant or the claimant's legal representative. 4.Other Insurance If other valid and collectible insurance is available tothe insured for a loss we cover under Coverages A, B, D or E of this Coverage Part,our obligations are limited as follows: a.Primary Insurance This insurance is primary except when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary.Then,we will share with all that other insurance by the method described in c.below. b.Excess insurance This insurance is excess over: (1)Any of the other insurance,whether primary, excess, contingent or on any other basis: (a)That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for"your work"; (b)That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to: (i) Section I -- Coverage A -- Bodily Injury And Property Damage Liability, 2. Exclusions, Exclusion g.Aircraft,Auto,Rall Or Watercraft;or (II) Section I — Coverage D — Contractor's Pollution Liability, 2. Exclusions, Exclusion e. Aircraft,Auto, Rail Or Watercraft. (2)Any other primary insurance available to you covering liability for"damages"arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured by attachment of an endorsement. When this insurance is excess, we will have no duty under Coverages A, B, Dor E to defend the insured against any"suit" if any other insurer has a duty to defend the insured against that"suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any,that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance;and (2)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c.Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,whichever comes first. SPE0001-0115 Page 26 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. • If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a.We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium,we will return the excess to the first Named Insured. c.The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. d.Audits will not reduce the minimum earned premium or minimum retained premium. The due date for audit premiums is the due date shown on the audit invoice. 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; and c.We have issued this policy in reliance upon your representations. 7.Separation Of Insureds Except with respect to the Limits of insurance, and any rights or duties specifically assigned in this Coverage , . . • Part to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured;and b.Separately to each insured against whom"claim" is made or"suit"is brought. 8.Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those::• rights are transferred to us. The insuredmust 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, solely as specifically required by a written contract, we waive any right of recovery we may have against the other person(s) or organization(s) that are party to such written contract because of payments we make for "damages" arising out of"your work" or your "professional services" performed under such written contract. This shall not apply to "damages" resulting from the sole negligence of the other person(s) or organization(s)party to such written contract. 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 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. 10.Headings The descriptions contained within the headings and sub-headings of this policy are provided solely for convenience. The headings and sub-headings form no part of the terms or conditions of coverage provided by this policy. 11.Inspections&Surveys We have the right,but not the duty,to: a. Make inspections and surveys at any time during this policy period; b.Give you reports on the conditions we find; and c.Recommend changes based upon such findings. We are not obligated to make any inspections, surveys, reports or recommendations, and any such actions we do undertake relate only to our assessment of insurability and the calculation of premiums. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. We do not warrant that conditions are safe or healthful, or that conditions comply with laws,regulations,codes or standards. SPE0001-0115 Page 27 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. 12.Multiple Coverages If one or more of the coverage sections (A, B, C, D or E) of this policy apply to an "occurrence", 'pollution condition", 'wrongful act" or offense, or related "occurrences", "pollution conditions", "wrongful acts" or offenses, then Coverage A, B and C shall not apply to the same or related "occurrences", "pollution conditions", "wrongful acts"or offenses. If one or more coverage sections (A, B, C, D or E) of this policy, or any other policy issued to any Insured by us, or by any of our affiliated companies, applies to the same or related "occurrences", "pollution conditions", "wrongful acts" or offenses, then the maximum limit of insurance under all such coverage sections shall not exceed the highest applicable limit of insurance available under any one applicable coverage section or policy, and the corresponding deductible for that coverage section shall apply. This condition does not apply to any insurance policy or coverage section issued by us, or an affiliated company, specifically to apply as excess insurance over such coverage section or policy. Subject to the terms, conditions and limits of insurance of individual coverage sections or policies, if we provide successive or overlapping coverage sections or policies that apply to more than one policy period, under no circumstances will we, or any affiliated company, be liable for coverage under more than one such coverage section or policy with respect to any continuous, progressive, repeated, intermittent or related "occurrence", "pollution condition", "wrongful act"or offense. 13. Fraudulent Acts If the insured commits any act of fraud in proffering any"claim", this insurance shall become void from the date such fraudulent"claim"is proffered. 14.Assignment Of Interest Your rights and duties under this policy may not be transferred without our written consent, except in the case of death of an individual named insured. If any insured dies, that insured's rights and duties will be transferred to that insured's legal representative, but only while acting in the scope of duties as the legal representative. Until that insured's legal representative is appointed, any one having proper temporary custody or control of that insured's property will have that insured's rights and duties under this policy. Assignment of interest under this policy shall not bind us unless we agree and endorse the assignment onto this policy. 15.Cancellation And Nonrenewal The following provisions regarding cancellation and nonrenewal apply except to the extent that they, or any of them, are inconsistent with any applicable state laws or regulations applicable to surplus lines insurers, in which event, they will be deemed amended to be in conformity with such laws or regulations. a. This policy may be cancelled by the First Named Insured shown in the Declarations by surrender thereof to us or by mailing to us written notice stating when thereafter the cancellation shallbe effective. b. We may cancel or nonrenew this policy by mailing a written notice to the First Named Insured shown in the Declarations at the address shown in the Declarations of this policy and: (1) Evidence of the mailing of notice of cancellation or nonrenewal shall be sufficient notice;and (2) The effective date of cancellation stated in such notice shall be deemed to constitute the end of the policy period;and (3) The effective date of cancellation shall be not less than: (a) Ten(10)days for non-payment of premium;or (b) Thirty(30)days for all other reasons, Following the mailing of such notice of cancellation to the First Named Insured shown in the Declarations. (4) Hand delivery of such written notice of cancellation or non-renewal, by us or by the First Named Insured shown in the Declarations, shall be the equivalent of mailing. (5) If this policyis issued to comply with anylaw or regulation that requires notice of cancellation or (6) � AY 9 q nonrenewal to any governmental body,such cancellation or non-renewal shall not be effective until the required notice has been provided by you or us. c. This policy is subject to a 10%short rate penalty if you cancel the policy or if we cancel the policy for non- payment of premium. We will treat your failure to timely reimburse us.for any deductible amount to constitute non-payment of premium. SPE0001-0115 Page 28 of 36 Includes copyrighted material of Insurance Services Office, Inc.with its permission. d. If we cancel this policy for any reason other than non-payment of premium, we will return the pro rata amount of the unearned premium to the Named Insured shown in the Declarations. e. The applicable unearned premium, subject to paragraphs c. and d. above, shall be returned to the First Named Insured shown in the Declarations as soon as practicable following the effective date of cancellation. Premium adjustment may be made either at the time cancellation is effective or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of the effective date of cancellation. 16. Your Right To Claim And Occurrence Information Solely with respect to any Coverage Part provided on a claims-made and reported basis,we will provide the first Named Insured shown in the Declarations the following information relating to this and any preceding general liability claims-made Coverage Part we have issued to you during the previous three years: a. A list or other record of each"occurrence", not previously reported to any other insurer,of which we were notified in accordance with Paragraph 2.a.of this Section IV—Conditions. We will include the date and brief description of the"occurrence"if that information was in the notice we received. b. A summary by policy year, of payments made and amounts reserved, stated separately, under any applicable General Aggregate Limit and Products-Completed Operations Aggregate Limit. Amounts reserved are based on our judgment. They are subject to change and should not be regarded as ultimate settlement values. You must not disclose this information to any claimant or any claimant's representative without our consent. If we cancel or elect not to renew this Coverage Part,we will provide such information no later than 30 days. before the date of policy termination. In other circumstances,we will provide this information only if we receive a written request from the first Named Insured within 60 days after the end of the policy period. In this case,we will provide this information within 45 days of receipt of the request. We compile claim and"occurrence"information for our own business purposes and exercise reasonable care in doing so. In providing this information to the first Named Insured,we make no representations or warranties to insureds, insurers, or others to whom this information is furnished by or on behalf of any insured. Cancellation or nonrenewal will be effective even if we inadvertently provide inaccurate information. SECTION V—EXTENDED REPORTING PERIODS Solely with respect to any Coverage Part provided on a claims-made and reported basis: 1.We will provide one or more Extended Reporting Periods,as described below, if: a. This Coverage Part is canceled or not renewed;or b. We renew or replace this Coverage Part with insurance that: • (1) Has a Retroactive Date later than the date shown in the Declarations of this Coverage Part;or (2) Does not apply to"bodily injury","property damage","personal and advertising injury", "clean-up costs"or other"damages"on a claims-made basis. 2. Extended Reporting Periods do not extend the policy period or change the scope of coverage provided. They apply only to"claims"for: a. "Bodily injury", "property damage"or'clean-up costs" that occur before the end of the policy period but not before the Retroactive Date, if any, shown in the Declarations; b. "Personal and advertising injury"caused by an offense committed before the end of the policy period but not before the Retroactive Date, if any,shown in the Declarations;or b. "Damages" arising from a °wrongful act" committed before the end of the policy period but not before the Retroactive Date, if any, shown in the Declarations. SPE0001-0115 Page 29 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Once in effect, Extended Reporting Periods may not be canceled. 3. A Basic Extended Reporting Period is automatically provided without additional charge. This period starts with the end of the policy period and lasts for ninety (90) days with respect to"claims"arising from any"occurrence", "pollution condition",°wrongful act" or offense not previously reported to us. The Basic Extended Reporting Period does not apply to "claims' that are covered under any subsequent insurance you purchase, or that would be covered but for exhaustion of the amount of insurance applicable to such"claims". 4. The Basic Extended Reporting Period does not reinstate or increase the Limits of Insurance. 5. A Supplemental Extended Reporting Period of twenty-four(24)months is available, but only by an endorsement and for an extra charge.This supplemental period starts when the Basic Extended Reporting Period, set forth in Paragraph 3. above, ends. The supplemental period ends twenty-four(24) months after the end of the Basic Extended Reporting Period. You must give us a written request for the endorsement within 60 days after the end of the policy period. The Supplemental Extended Reporting Period will not go into effect unless you pay the additional premium promptly when due. We will determine the additional premium in accordance with our rules and rates. In doing so, we may take into account the following: a. The exposures insured; b. Previous types and amounts of insurance; c. Limits of Insurance available under this Coverage Part for future payment of"damages"; d. Your"claims"history;and e.Other factors that, in our judgment, may be appropriate. The additional premium will not exceed 200%of the annual premium for this Coverage Part. This endorsement shall set forth the terms, not inconsistent with this Section, applicable to the Supplemental Extended Reporting Period, including a provision to the effect that the insurance afforded for 'claims" first received during such period is excess over any other valid and collectible insurance available under policies in force after the Supplemental Extended Reporting Period starts. 6. Once purchased,we have no obligation to extend or renew any Supplemental Extended Reporting Period. 7. Neither the Basic Extended Reporting Period nor the Supplemental Extended Reporting Period, if purchased, reinstates or increases the Limits of Insurance. SECTION VI—DEFINITIONS 1."Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding web-sites, only that part of a web-site that is about your goods, products or services for the purposes of attracting customers or supporters is considered an"advertisement". 2."Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment;or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. However, "auto"does not include"mobile equipment". 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including mental anguish, emotional distress or death resulting from any of these at any time. 4."Claim*means a written or oral demand against an insured seeking"damages"to which this insurance applies. 5."Clean-up costs"means reasonable and necessary expenses incurred for: SPE0001-0115 Page 30 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. a. The investigation, removal, remediation, response, associated monitoring, neutralization, detoxification, dilution, disposal of soil, surface water or groundwater impacted by a °pollutant" arising out of a covered 'pollution condition': (1) To the extent required by applicable environmental laws, or specifically mandated by court order, the government or any political subdivision or agency of the United States of America or any state or municipality thereof, or Canada or any province thereof;or (2)Which have actually been incurred by the government or any political subdivision or agency of the United States of America or any state or municipality thereof, or Canada or any province thereof, or by any third party. b. The repair or replacement of real property unintentionally damaged during the performance of the clean-up activities specified in a. above. This does not include any expenses related to improvements or betterments constructed after the commencement of clean-up activities. Such investigation, removal, remediation, response, associated monitoring, neutralization,detoxification, dilution or disposal of soil, surface water or groundwater shall be deemed to be complete, and we will have no further obligation to pay for"clean-up costs° upon final approval or determination of no further required action by any supervising regulatory agency or upon satisfaction of the requirements identified within the American Society of Testing and Materials Guide For Risk Based Corrective Action,whichever occurs first. 6."Coverage territory"means: a.The United States of America(including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or "damage" occurs in the course of travel or transportation between any places included in a.above; or c.All other parts of the world if the injury or"damage"arises out of: (1)Goods or products made or sold by you in the territory described in a.above; (2)The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury"offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay "damages" is determined in a"suit"on the merits, in the territory described in a.above or in a settlement we agree to. 7. "Damages" means the monetary amount of any judgment, award or settlement that an insured becomes legally obligated to pay as a result of a "claim" or"suit". "Damages" does not include equitable relief, non-pecuniary relief, disgorgement of profits,sanctions,fines or penalties. 8. "Defense expenses"means, with respect to any"claim", "occurrence", "pollution condition" or"wrongful act"that we investigate or settle, or any"suit'against an insured we defend: a.All expenses we incur; b.The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds; c.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$250 per day because of time off from work; d.All costs taxed against the insured in the"suit"; e. Prejudgment interest awarded against the insured on that part of they judgment we pay. If we make an offer to pay the applicable limit of insurance,we will not pay any prejudgment interest based on that period of time after the offer; f.All interest on the amount of any judgment that we pay which accrues after entry of the judgment and before we have paid, offered to pay,or deposited in court the part of the judgment that is within the applicable limit of insurance; and g.Those amounts paid by us under 2.a.through 2.f. of Supplementary Payments—Coverages A, B, D And E. 9."Electronic Data" means information,facts or programs stored as or on,created or used on, or transmitted to or from computer software, including systems and applications, software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. SPE0001-0115 Page 31 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its permission. .i 10."Employee"includes a"leased worker"."Employee"does not include,a"temporary worker". 11. "Executive officer"means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document. 12."Hazardous properties"means radioactive,toxic or explosive properties of any substance. 13. "Impaired property"means tangible property, other than"your product"or"your work",that cannot be used or is less useful because: a.It incorporates"your product"or"your work"that is known or thought to be defective, deficient, inadequate or dangerous;or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a.The repair, replacement, adjustment or removal of"your product"or"your work";or b.Your fulfilling the terms of the contract or agreement. 14."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, except in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or"property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. However, this does not include that part of any contract or agreement: (1)That indemnifies a railroad for"bodily injury"or"property damage"arising out of construction or demolition operations,within 50 feet of any railroad property and affecting any railroad bridge or trestle,tracks, road- beds,tunnel, underpass or crossing; (2)That indemnifies an architect,engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys,field orders,change orders or drawings and specifications;or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) 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(2) above and supervisory, inspection, architectural or engineering activities. 15. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker"does not include a"temporary worker". 16."Loading or unloading"means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or"auto"; b.While it is in or on an aircraft,watercraft or"auto";or c.While it is being moved from an aircraft,watercraft or"auto"to the place where it is finally delivered; but"loading or unloading"does not include the movement of property by means of a mechanical device, other than a hand truck,that is not attached to the aircraft,watercraft or"auto". 17. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a.Bulldozers,farm machinery,forklifts and other vehicles designed for use principally off public roads; SPE0001-0115 Page 32 of 36 Includes copyrighted material of Insurance Services Office,Inc.with its,permission. I f b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles,whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1)Power cranes,shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., G. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following.types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment;or (2)Cherry pickers and similar devices used to raise or lower workers; f.Vehicles not described in a., b., c. or d.above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not"mobile equipment"but will be considered"autos": (1)Equipment designed primarily for. (a)Snow removal; (b)Road maintenance, but not construction or resurfacing; or (c)Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration,lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered"autos". 18. "Mold" means any permanent or transient fungus, mold, mildew or mycotoxin, or any of the spores, scents or by-products resulting therefromregardless of whether they are proved to cause disease, injury or damage. 19. "Natural resource damages" means physical injury to or destruction of land, fish, wildlife, biota, air, water, groundwater and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States of America,any state or municipal government or agency,or any Indian tribe. 20."Nuclear facility"means: a. Any site containing an apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; b.Any equipment or device designed or used for: (1) Separating the isotopes of uranium or plutonium; (2) Processing or utilizing "spent fuel"; or (3) Handling, processing or packaging"nuclear waste"; c.Any equipment or device used for the processing,fabricating or alloying of special nuclear material as defined in the Atomic Energy Act of 1954 or in any law amendatory thereof, if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233, or any combination thereof, or more than 250 grams of uranium 235; d. Any structure, basin, excavation, premises or place prepared for, or used for, the storage or disposal of "nuclear waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. 21. "Nuclear material" means source material, special nuclear material or by-product material as defined in the Atomic Energy Act of 1954 or in any law amendatory thereof. 22."Nuclear waste" means any waste material: SPE0001-0115 Page 33 of 36 includes copyrighted material of Insurance Services Office,Inc.with its permission. a.Containing by-product material, as defined in the Atomic Energy Act of 1954 or any law amendatory thereof, other than tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its source material content, as defined in the Atomic Energy Act of 1954 or any law amendatory thereof; and b.Resulting from the operation by any person or organization of any"nuclear facility". 23. "Occurrence"means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. "Occurrence"does not mean or include"pollution conditions". 24. "Personal and advertising injury" means injury, including consequential 'bodily injury", arising out of one or more of the following offenses: a.False arrest,detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral or written publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e.Oral or written publication,in any manner,of material that violates a person's right of privacy; f.The use of another's advertising idea in your"advertisement"; or g.Infringing upon another's copyright, trade dress or slogan in your"advertisement". 25. "Pollutants" means any solid, liquid, gaseous, thermal or biological irritant or contaminant, including, without limitation, "mold", bacteria, smoke,vapor, soot, fumes,acids, alkalis, chemicals and waste and any matter,that by its presence, corrupts, defiles, contaminates or is harmful to soil,air,water, living things or the environment. Waste includes materials to be recycled, reconditioned or reclaimed, but not material intentionally abandoned by an insured. It is understood that any substance or material that is a "pollutant" does not lose its status as a "pollutant" because: a.Such substance or material has, or may have,a useful function or purpose; or b. The release, threatened release or presence of such substance or material in any locale is not regulated, prohibited, remedied by, or the subject of, one or more environmental laws. 26. "Pollution condition" means the discharge, dispersal, seepage, migration, release,.escape or movement of "pollutants" into or upon land, or any structure on land, the atmosphere, any watercourse or body of water, or groundwater, provided such "pollutants" are not naturally present in the environment in the concentrations or amounts discovered, unless such natural conditions are released or dispersed as a result of the performance of "your work", and such release or dispersal is unexpected and unintended from the standpoint of the insured. Two or more "pollution conditions" arising from the same, or related, acts of discharge, dispersal, seepage, migration, release, escape or movement of"pollutants"shall be deemed to be a single"pollution condition". "Pollution condition"does not mean or include"occurrence". 27."Products-completed operations hazard": a. Includes all"bodily injury" and "property damage"occurring away from premises you own or rent and arising out of"your product"or"your work"except: (1) Products that are still in your physical possession;or (2) Work that has not yet been completed or abandoned. However, "your work"will be deemed completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working onthe same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete,will be treated as completed. b. Does not include"bodily injury"or"property damage"arising out of: SPE0001-0115 Page 34 of 36 Includes copyrighted material of Insurance Services Office, Inc.with its permission. • • (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the"loading or unloading"of that vehicle by any insured; (2)The existence of tools, uninstalled equipment or abandoned or unused materials;or (3) Products or operations for which the classification, listed in the Declarations or in a policy schedule,states that products-completed operations are subject to the General Aggregate Limit. 28."Professional services" means those services performed for others by you, or by others on your behalf,for a fee that are related to your practice as a consultant, engineer, architect, surveyor, technician, laboratory or construction manager. 29."Property damage"means: a.Physical injury to tangible property, including all resulting loss of use of that property.All such loss of use shall be deemed to occur at the time of the physical injury that caused it;or b. Loss of use of tangible property that is not physically injured.All such loss of use shall be deemed to occur at the time of the"occurrence"or"pollution condition"that caused it; c."Natural resource damages". For the purposes of this insurance, "electronic data"is not tangible property. 30. "Responsible insured" means the manager or supervisor of the insured responsible for environmental affairs, permitting,control or compliance,or any manager, member, officer,director or partner of the insured. 31. "Restoration" means reasonable and necessary costs incurred by the insured with our written consent, which consent shall not be unreasonably withheld or delayed, to repair, replace or restore real or personal property to substantially the same condition it was in prior to being damaged during work performed in the course of incurring,"clean-up costs" arising from a covered"pollution condition". "Restoration" does not include any costs associated with improvements or betterments. 32. "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in or at a"nuclear facility". 33. "Suit" means a civil proceeding in which "damages" because of"bodily injury", "property damage", "personal and advertising injury", "clean-up costs° or "wrongful acts" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such "damages" are "claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such "damages" are claimed and to which the insured submits with our consent. 34. 'Temporary worker"means a person who is furnished to you to substitute for a permanent"employee"on leave or to meet seasonal or short-term workload conditions. 35."Volunteer worker" means a person who is not your"employee", and who donates his or her work and acts at the direction of and within the scope of 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. 36. "Wrongful act" means an act, error or omission negligently made in the rendering, or failure to render, "professional services". 37."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 orequipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality,durability, performance or use of"your product";and SPE0001-0115 Page 35 of 36 Includes copyrighted material of Insurance Services Office, Inc.with its permission. (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 38."Your work": a.Means: (1)Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes (1)Warranties or representations made at any time with respect to the fitness, quality, durability,performance or use of"your work",and (2)The providing of or failure to provide warnings or instructions. SPE0001-0115 Page 36 of 36 Includes copyrighted material of Insurance Services Office, Inc.with its permission. • • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - CROSS SUITS This endorsement modifies insurance provided under the following: SERVICE PROVIDERS ENVIRONMENTAL COVERAGE FORM In consideration of the premium charged, it is herebyagreed that the following exclusion is added to all coverage parts of this policy other than Coverage E—Errors And Omissions Liability: This insurance does not apply to any"damages","defense expenses", "bodily injury","property damage",personal and advertising injury","clean-up costs"or any loss, cost or expense,or any"claim"or"suit" Cross Suits Claimed by any Named Insured against another Named Insured. All other terms and conditions remain unchanged. SPE0310-0115 Page 1 of 1 h • SERVICE CENTER • PO BOX 33015. SAN ANTONIO,TX 78165. • D2000 Safety,Inc. Po Box 2939 • Eugene,OR 97402 . Re: Workers'Compensation 52 WEC H03368 Dear Mary Johnson: Based on Experience Modification Rating Eligibility your policy does not qualify for an Experience Modification. Your premium does not meet theminimum amount to qualify. Thanks. Sincerely, ' • • Luke Brinton,Policy Service Specialist Phone:. (866)467-8730 Fax: (888)443-6112. E-Mail: cc: Pacific Benefit Consujtants/Phs 52709710 2017b ThsttartirdClessriacon.Ccmp yCanMendalAd46httrese,ved. .. Ko partotlhls documcnlmaybe icWcduced FuASshad or used without the permtsskn et•Tho'1tsrflarrl.