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EmeraldTowns Alliance re: ShrimpFest $14,500 (ins ex 030123)- 010322
6oGREEMENT FOR 2022 HOTEL -MOTEL FUNDING FOR TOURISM SERVICES EMERALD TOWNS ALLIANCE This Agreement is by and between Jefferson County (hereinafter known as "County" and the Emerald Towns Alliance (hereinafter known as "ETA"). ltzkl WHEREAS, ETA is a non-profit corporation of the State of Washington; and WHEREAS, the County desires to promote tourism in unincorporated Jefferson County, as authorized by Chapter 67.28 RCW and Jefferson County Code Chapter 3.25; and WHEREAS, the Jefferson County Lodging Tax Advisory Committee reviewed and recommended funding the lodging tax proposal by the Emerald Towns Alliance for the 2016 Brinnon ShrimpFest to promote tourism in the unincorporated area of Jefferson County; IN CONSIDERATION of the mutual covenants and agreements herein it is agreed by the parties as follows: SECTION 1: SERVICES TO BE PERFORMED The ETA shall use its capabilities and utilize up to $14,500 of funding provided under this agreement to continue and update the ongoing performance of the tourism promotion services consistent with the Itemized List of Promotion Services and Lodging Tax Budget, a copy of which is incorporated herein and attached hereto as Exhibit A. SECTION 2: RESPONSIBILITIES OF THE EMERALD TOWNS ALLIANCE: 1. On or before January 31; April 30; July 31; October 31, 2022; and January 31, 2023, provide to the COUNTY: see Exhibit C, attached hereto and incorporated; • A quarterly report of the use, services, programs and activities of ETA under this Agreement for the prior quarter; • A quarterly financial statement detailing revenues, expenses and cash balances for the prior quarter; and for the final quarter report, the financial statement shall also include a detailed financial statement for all 2022. 2. On or before January 31, 2022 OR upon execution of this agreement, whichever is later, provide to the COUNTY: • A billing invoice requesting payment of Hotel -Motel Funding for the current year. Funding provided by this Agreement may only reimburse the net expenditure increases for services as authorized by Section 1 together with Exhibit A of this Agreement. Any monies used to reimburse other expenditures, services or purposes shall be refunded to Jefferson County. Any monies under -expended of the total funding allocated under this Agreement shall be refunded to Jefferson County by January 31, 2023. Page 1 of 11 Forks Chamber of Commerce 4. For a minimum of six (6) years, ETA shall maintain documented proof of payments made, contracts executed, and other expenditures authorized under this Agreement. Upon reasonable notice, ETA shall provide access to County or State representatives to audit those records. By February 28th of each year ETA shall provide the County the following information on Exhibit B, attached hereto and incorporated by reference for the previous year. a. Each festival, event, or tourism facility owned and/or operated by ETA. b. The amount of lodging tax revenue allocated for expenditure (whether actually expended or not) by ETA on each festival, event or tourism facility. c. Estimated number of tourists served at each festival, event or tourism facility. ("Tourist" includes persons traveling more than 50 miles to the location of the event, festival or facility and overnight stays in the area). d. Estimated lodging stays. ("Lodging" refers to commercial lodging such as hotels, motels, resorts, bed and breakfasts, or commercial campgrounds). e. Measurements that demonstrate the impact of increased tourism attributable to the event, festival or facility. SECTION 3: RESPONSIBILITY OF Jefferson County The County will reimburse ETA with funding from Hotel -Motel Tax receipts for actual documented combined net expenditure increases for services as authorized under this agreement. 2. Said funding is in the sum of $14,500 for 2022. Payments are to be predicated on submittal of reports defined in Section 2. Payment will be made by the COUNTY upon receipt of an invoice on the next available billing cycle. SECTION 4: TERM This Agreement shall be for a term commencing on January and ending on December 31, 2022, except for the reports referenced in Section 2, due January 31, 2023 and February 28, 2023. Eligible expenditures made on or after March 1, 2022 and prior to the execution date of this Agreement are hereby ratified. SECTION 5: ASSIGNMENT Either party to the agreement shall not assign this Agreement, except by signed amendment by both parties. SECTION 6: MODIFICATION This Agreement may be modified by mutual written agreement executed by both parties. SECTION 7: TERMINATION The Agreement may be terminated, in whole or in part, by the County upon thirty (30) days written notice in the event expected or actual revenue from the Hotel -Motel Tax is reduced or limited in any way, or for non-performance of duties under this Agreement, or for any reason. ETA may Page 2 of 11 Centrum terminate this Agreement upon thirty (30) days written notice to the County. In the event of termination under this clause, the County shall be liable to pay only for services rendered prior to the effective date of termination. If termination covers a period for which payment has already been made, ETA shall refund to the County a pro -rated share of the payment based upon the balance of time remaining in the paid period, unless otherwise negotiated. SECTION 8: HOLD HARMLESS ETA shall indemnify and hold the County, and its officers, employees, and agents harmless from and shall process and defend at its own expense, including all costs, attorney fees and expenses relating thereto, all claims, demands, or suits at law or equity arising in whole or in part, directly or indirectly, from ETA's negligence or breach of any of its obligations under this Agreement; provided that nothing herein shall require ETA to indemnify the County against and hold harmless the County from claims, demands or suits based solely upon the conduct of the County, its officers, employees and agents, and; provided further that if the claims or suits are caused by or result from the concurrent negligence of. (a) ETA's agents or employees; and, (b) the County, its officers, employees and agents, this indemnity provision with respect to claims or suits based upon such negligence, and/or the costs to the County of defending such claims and suits, etc., shall be valid and enforceable only to the extent of ETA's negligence, or the negligence of ETA's agents or employees. ETA specifically assumes potential liability for actions brought against the County by ETA's employees, or any other persons engaged in the performance of any work or service required of ETA under this Agreement and, solely for the purpose of this indemnification and defense, the Contractor specifically waives any immunity under the state industrial insurance law, Title 51 RCW. ETA recognizes that this waiver was specifically entered into pursuant to provisions of RCW 4.24.115 and was subject of mutual negotiation. SECTION 9: INSURANCE ETA shall obtain and keep in force during the term of the Agreement, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to RCW 48. ETA shall maintain Workers' Compensation coverage as required under the Washington State Industrial Insurance Act, RCW Title 51, for all ETA employees, agents and volunteers eligible for such coverage under the Industrial Insurance Act. SECTION 10: INDEPENDENT CONTRACTOR ETA and the County agree that ETA is an independent contractor with respect to the services provided pursuant to this agreement. Nothing in this agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither ETA nor any employee of ETA shall be entitled to any benefits accorded County employees by virtue of the services provided under this agreement. The County shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to ETA, or any employee, representative, agent or contractor of ETA. ETA shall be responsible for all applicable withholdings, deductions, state industrial insurance, tax reports, business licenses, registrations, and all other obligations of an independent organization. Page 3 of 11 Centrum SECTION 11: COMPLIANCE WITH LAWS ETA shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this Agreement. This Agreement shall be interpreted and construed in accord with the laws of the State of Washington and venue shall be in Jefferson County, Washington. SECTION 12: DISCRIMINATION PROHIBITED ETA with regard to the project to be completed under this agreement, will not discriminate on the grounds of age, sex, marital status, sexual orientation, race, creed, color, national origin, honorably discharged veteran or military status, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a person with a disability, unless based upon a bona fide occupational qualification in the selection and retention of employees, materials, supplies, contractors or subcontractors. SECTION 13: INTEGRATED AGREEMENT This agreement together with attachments or addenda represents the entire and integrated agreement between the County and ETA and supersedes all prior negotiations, representations, or agreements written or oral. This agreement may be amended only by written instrument signed by both the County and ETA. d APPROVED and signed this 3 day of January, 2022. Jefferson County Attest: B RD OF COMMISSIONERS Carolyn.6116wwy dir oU�- , Clerk of the Board Approved as to Form: EMERALD TOWNS ALLIANCE PhilipC. Hunsucker December 20 2021 nr.�i �►ffictal Date Chief Civil Deputy Prosecuting Attume�, Page 4 of I 1 Centrum EXHIBIT A ShrimpFest 2022 LTAC Proposal Itemized Requst * 6- Square Readers * 150'of Durable Cable Ramp Covers * 2- Electrical Spider Boxes * Ads/Marketing * Website Design * Site Rental TOTAL Page 5 of 11 Centrum Exhibit B Jurisdiction Lodging Tax Reporting Form - To Be Submitted to Jefferson County Administrator's Office No Later than February 28th of each Year Lodging Tax Reporting Form Orga=rious recerNmg fiuximg to promote fe-,tn-ah. -.pecial eventa and mumm-related activities through tourmin-related facilities owned or sponsored Ivy non-profit or bons or the Local jun-uhction are reqmzed to complete thas form for EACH wnvaty 1 -N— VVA :tnlG,& , I A S N\\ k (jVN Ct F-q-= Y-: 0- ID 1-� 2 Spon- Ty I.c of-61, C) Loca: hmsdam 0 Ote; TVtam.�: � Type �,Cled 0-,, �,:fj f '(3'1 50 1 ( 3 ActinmName 4 Acumry Type, Cbed Ouej (9EverrtFe!&v9' oFwihrv- 0 Mmlemr 5 Amary Start Dare*: mC� J-C6- L � 7)-� 6 Actvay End Dre 1 7 Tbcai Cost of Actnin- 8 Amv= F-oqueted: 9 Axav=Awwded- 10 OveralAnmdnce* a) prnwled* 4 i U Z, C7 - b) Azrll&,* N a 10 c) Me6odokgy �Check Ore)- ODUWT f-IMMI* OluduvcE Coum, (>premave S.,,- Ok6armal surve�` 0 StructuredE-mawe* OOLI,el feXplamj: 11 Number of Attendees Vlw Tmeled r=3 NiL-. w Vlorp A) PM -led* .d b) ArW- c) W (Ched One) DIrect Cv=* 0 kdvea C ,e Sum,ev* kfom:172 Sun w � 0 othff (e%plam": 12 Number ofAnwAees Vibo Traveled frum Another State ur Cmmirrl a) Pw?Kled* — it) proi --' * — b) Azt-aa:- 0 Nktbodosov v i Check One) Tarest :,amr- 0:u&ecr CT=' Rep..I.,e Sm, - (D 1formad 5;zVey* 0 3aucrured Einmare* Cot- it) prq-*d* b) Amm? c) Nlethod6ory --Lac:,CmE=, 15MMUl SM-e-F, Smxnaed Einmam* 0&er "eNplam:): 15 Number of Paid Lod=Nqhri* b) Actual* b) Azr,,* c't Metod&Agy (CbKk One) C) �'Clleck One,): DUW Coazu* Dr--,t L-01mr, 0 kduact Caaw, MRq..Mive :Mdlrw COPMT* 0 hfoncal SMev* lf.5=1. (D 3.1,,,.d Eimmals' 001her (ewizum�,,: Co 'lam): ) cn� See Lodging Tax Yearly Reporting Definitions 133 �rructious Name of Indm±'jal V.110 ?repayed peparr PbWe 0 E-Mail Ad&- i kro 0, 01, li W RETUR-"THIS FORM TO - etTer� County Admint-stra 'sOffice " S20 Jefferson Street R0, B" 1220 Port Townsend. WA 99369 I flfaocc 4ioo -j e flers, on. wa. us DEADIXNE. Februan- : Sth of Each Reporting Year Page 6 of 11 Centrum LTAC Yearly Reporting Definitions/Instructions Activity Type: Event/Festival: Short-term activity occurring between specific dates (e.g., 4th of July celebration, local marathon) Facility: Municipally -owned facility that operates some or all of the year (e.g., county historical museum, convention center) Marketing: Activity that provides information to encourage visitors to an area; is typically a year-round activity but may also operate for less than a full year. Activity Date: Activity beginning and ending dates. Actual: Persons estimated to have actually participated in event/festival or visiting a facility. For marketing activity, enter the number of persons estimated to have actually visited area as result of marketing activity. Projected: Persons expected to participate in event/festival or visiting a facility. For marketing activity, enter the number of persons expected to visit area as result of marketing activity. Methodology: Select the methodology used to estimate the actual number of visitors/participants. Direct Count: Actual count of visitors using methods such as paid admissions or registrations, clicker counts at entry points, vehicle counts or number of chairs filled. A direct count may also include information collected directly from businesses, such as hotels, restaurants or tour guides, likely to be affected by an event. Indirect Count: Estimate based on information related to the number of visitors such as raffle tickets sold, redeemed discount certificates, brochures handed out, police requirements for crowd control or visual estimates. Representative Survey: Information collected directly from individual visitors/ participants. A representative survey is a highly structured data collection tool, based on a defined random sample of participants, and the results can be reliably projected to the entire population attending an event and includes margin of error and confidence level. Informal Survey: Information collected directly from individual visitors or participants in a non-random manner that is not representative of all visitors or participants. Informal survey results cannot be projected to the entire visitor population and provide a limited indicator of attendance because not all participants had an equal chance of being included in the survey. Structured Estimate: Estimate produced by computing known information related to the event or location. For example, one jurisdiction estimated attendance by dividing the square footage of the event area by the international building code allowance for persons (3 square feet). Other: (please describe) Overall Attendance: Total projected and estimated actual attendance recorded for event, facility or resulting from marketing activity. Total Attendees Traveling 50 miles or more: Total: Total projected and estimated actual number of visitors traveling more than 50 miles to attend event or facility. For marketing organizations, report visitors traveling more than 50 miles to visit area. Of total, attendees who traveled from another state or country: Of the total projected and estimated actual number of visitors traveling more than 50 miles to attend event or facility or visit area, report projected and estimated actual number of visitors who traveled from another state or country. Attendees who stayed overnight: Paid Accommodations: Total projected and estimated actual number of visitors staying in paid lodging establishments such as hotels, motels, bed and breakfasts, etc. Unpaid Accommodations: Total projected and estimated actual number of visitors staying in unpaid accommodations such as family and friends. Paid Lodging Nights: Total projected and estimated actual number of paid lodging nights. One Lodging night = one or more persons occupying one room for one night. Page 7 of 11 Emerald Towns Alliance EXHIBIT C Ist OUARTER Organization: Contact person: Mailing Address: Phone Number/Email: Due by April 301 to afrncknight@co Jefferson wa.us STARTING BALANCE REVENUE THIS _ EXPENSES THIS _ ENDING BALANCE PREVIOUS QUARTER + QUARTER QUARTER — THIS QUARTER Please attach supportive documents. Any attachments may be subject to disclosure as a public record under the Public Records Act, RCW Chapter 42.56. For a minimum of six (6) years, maintain documented proof of payments made, contracts executed, and other expenditures authorized under this Agreement. Upon reasonable notice, provide access to County or State representatives to audit those records. Please provide your reports of the revenue, marketing, services, programs and activities of the prior quarter. JANUARY Incoming Revenue Outgoing Expenses Total FEBRUARY Incoming Revenue Outgoing Expenses Total MARCH Incoming Revenue Outgoing Expenses Total Page 8 of 11 Emerald Towns Alliance EXHIBIT C 2nd QUARTER Organization: Contact person: Mailing Address: Phone Number/Email: Due by July 3111 to afmcknight@co.jefferson.wa.us STARTING BALANCE REVENUE THIS _ EXPENSES THIS _ ENDING BALANCE PREVIOUS QUARTER } QUARTER QUARTER i THIS QUARTER Please attach supportive documents. Any attachments may be subject to disclosure as a public record under the Public Records Act, RCW Chapter 42.56. For a minimum of six (6) years, maintain documented proof of payments made, contracts executed, and other expenditures authorized under this Agreement. Upon reasonable notice, provide access to County or State representatives to audit those records. Please provide your reports of the revenue, marketing, services, programs and activities of the prior quarter. APRIL Incoming Revenue Outgoing Expenses Total MAY Incoming Revenue Outgoing Expenses Total JUNE Incoming Revenue Outgoing Expenses Total Page 9 of 11 Emerald Towns Alliance EXHIBIT C 3rd QUARTER Organization: Contact person: Mailing Address: Phone Number/Email: Due by October 3 1 " to afmcknight@co jefferson.wa.u! STARTING BALANCE + REVENUE THIS _ EXPENSES THIS _ ENDING BALANCE PREVIOUS QUARTER QUARTER QUARTER — THIS QUARTER Please attach supportive documents. Any attachments may be subject to disclosure as a public record under the Public Records Act, RCW Chapter 42.56. For a minimum of six (6) years, maintain documented proof of payments made, contracts executed, and other expenditures authorized under this Agreement. Upon reasonable notice, provide access to County or State representatives to audit those records. Please provide your reports of the revenue, marketing, services, programs and activities of the prior quarter. JULY Incoming Revenue Outgoing Expenses Total AUGUST Incoming Revenue Outgoing Expenses Total SEPTEMBER Incoming Revenue Outgoing Expenses Total Page 10 of 11 Emerald Towns Alliance EXHIBIT C 41h OUARTER Organization: Contact person: Mailing Address: Phone Number/Email: Due by January 3151 to afmcknigh-t a@cojefferson wa.us STARTING BALANCE + REVENUE THIS _ EXPENSE; THIS _ ENDING BALANCE PREVIOUS QUARTER QUARTER QUARTER — THIS QUARTER Please attach supportive documents. Any attachments may be subject to disclosure as a public record under the Public Records Act, RCW Chapter 42.56. For a minimum of six (6) years, maintain documented proof of payments made, contracts executed, and other expenditures authorized under this Agreement. Upon reasonable notice, provide access to County or State representatives to audit those records. Please provide your reports of the revenue, marketing, services, programs and activities of the prior quarter. OCTOBER Incoming Revenue Outgoing Expenses Total NOVEMBER Incoming Revenue Outgoing Expenses Total DECEMBER Incoming Revenue Outgoing Expenses Total Page 11 of 11 Emerald Towns Alliance Consent Agenda Commissioners Office JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners FROM: Adiel McKnight, Executive Assistant DATE: January 3, 2022 SUBJECT: AGREEMENT re: 2022 Hotel Motel (Lodging Tax) Grant Funding; In the Amount of $14,500; Emerald Towns Alliance STATEMENT OF ISSUE: This agreement provides grant funding for 2022 to certain non-profit agencies for the promotion of tourism and ongoing preservation of Jefferson County's heritage. The Lodging Tax Advisory Committee met on November 2, 2021 and reviewed request for proposals. This funding has been budgeted from the Hotel Motel (Lodging Tax) Fund, and approved by the Board of County Commissioners on November 15, 2021. FISCAL IMPACT: Emerald Towns Alliance $14,500 RECOMMENDATION: Approve and sign the agreement. REVIEWED BY: Mark McCaule nterim County Administra Da e: CONTRACT REVIEW FORM Clear Forl (INSTRUCTIONS ARE ON THE NEXT PAGE) CONTRACT WITH: Emerald Towns Alliance Contract No: LTAC ETA Contract For: Lodging Tax Term: 1yr COUNTY DEPARTMENT: County Administrator Contact Person: Adiei McKnight Contact Phone: 360-385-9102 Contact email: afmdaHght@co.pfferson,wa.us AMOUNT: $14,500 Revenue: Expenditure: Matching Funds Required: Sources(s) of Matching Funds Fund # 125 PROCESS: Exempt from Bid Process Cooperative Purchase Competitive Sealed Bid Small Works Roster Vendor List Bid RFP or RFQ Munis Org/Obj 12555730/411112 Other: APPROVAL STEPS: - STEP 1: DEPARTMENT CERTIFIES LI NCE WITH JCC . 5.080 AND CHAPTER 42.23 RCW. CERTIFIED: N/A:Fl Signature f Date STEP 2: DEPARTMENT CERTIFIE THE PERSON PROPOSED FOR CONTRACTING WITH THE COUNTY (CONTRACTOR) HAS N T BEEN E'BARRED BY,ANY FEDERAL, STATE, OR LOCAL AGENCY. CERTIFIED: F N/A: Signature Date STEP 3: RISK MANAGEMENT REVIEW (will be added electronically through Laserfiche): Electronically approved by Risk Management on 12/20/2021. STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserfiche): Electronically approved as to form by PAO on 1212012021. Standard County Contract. STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY(IF REQUIRED). STEP 6: CONTRACTOR SIGNS STEP 7: SUBMIT TO BOCC FOR APPROVAL Okv COM�SS r `�'stil Tv'Cij January 5, 2022 Emerald Towns Alliance Shrimp Fest Belinda Graham P.O. Box 323 Brinnon, WA 98320 Board of County Commissioners 1820 Jefferson Street PO Box 1220 Port Townsend, WA 98368 Kate Dean, District 1 Heidi Eisenhour, District 2 Greg Brotherton, District 3 Dear Belinda Graham, Enclosed for signature are two (2) originals for AGREEMENT re: 2022 Hotel Motel (Lodging Tax) Grant Funding; In the Amount of $14,500; Emerald Towns Alliance Please sign all, keep one and return the second to: Jefferson County Commissioner's Office Attn: Adiel McKnight P.O. Box 1220 Port Townsend, WA 98368 • Please remember that on or before April 30; July 31; October 31, 2022 and January 31, 2023 you are required to provide to the County: A quarterly report of the use, services, programs and activities under this agreement for the prior quarter. • A quarterly financial statement detailing revenues, expenses and cash balances for the prior quarter; and for the final quarter report, the financial statement shall also include a detailed financial statement by February 28th of each year. • Emerald Towns Alliance shall obtain insurance as outlined in the terms of the Agreement and provide a copy to this office. • Payment will be provided upon invoice, subject to the terms of the Agreement. Thank you for your assistance. Sincerely, P i 1 cKnight Execlive Assistant Phone (360) 385-9100 Fax (360) 385-9382 jeffboec@co.jefferson.wa.us W1 WESTERN NATIONAL INSURANCE The relationship company 02/14/2022 EMERALD TOWNS ALLIANCE PO BOX 323 BRINNON WA 98320 Policy Number: CPP 1281518 00 Dear Western National Insurance Group Policyholder, On behalf of everyone here at the Western National Insurance Group, it's my pleasure to say , "Welcome!" Each day that Western National Insurance Group spends serving the unique insurance needs of our policyholders only strengthens our belief that success comes from building strong, enduring relationships with our customers, employees, and agency partners. We believe that by working together with you and your agent, we produce a better result for you. We are proud to back our insurance products with outstanding financial stability. We have earned an "A+" (Superior) financial rating from A.M. Best, the insurance industry's premier rating organization. Additionally, we've been honored to have been named to the Ward's Top 50 Benchmark Group of property -and -casualty insurance companies in the U.S. (out of nearly 3,000) each year for more than a decade. As for the most important part of our insurance product — the promise to pay valid claims — we set the standard for claim service quality. With a variety of other unique benefits, including access to our expert Loss Control staff and our library of safety and compliance resources (available at www.wnins.com), we're confident that Western National Insurance Group provides a combination of coverage, price, and service that amounts to industry -best policyholder protection to your company. Thank you for the opportunity to serve your business' unique insurance needs. Sincerely, Rick Long, AIC, CPCU, ARe President and Chief Executive Officer Western National Insurance Group 14700 West 77th Street I Edina, MN 55435-4818 1 (952) 835-5350 or (800) 862-6070 info@wnins.com I www.wnins.com WESTERN NATIONAL MUTUAL I WESTERN NATIONAL ASSURANCE I PIONEER SPECIALTY I UMIALIK I ARIZONA AUTOMOBILE I NEVADA GENERAL MICHIGAN MILLERS (AFFILIATE) COMMERCIAL POLICY SUMMARY PAGE EMERALD TOWNS ALLIANCE INSURANCE SERVICES GROUP INC PO BOX 323 PO BOX 1658 BRINNON WA 98320 EDMONDS, WA 98020-1656 Group # 0001187232 rKely/ 4:7_[c9 4 08133 425-775-6446 Effective Date: MARCH 1, 2022 Expiration Date: MARCH 1, 2023 12:01 A.M. standard time at the Named Insured's mailing address. Your coverage consists of the following lines of insurance for which a premium is indicated. This premium may be subject to adjustment. Commercial General Liability Total Estimated Annual Premium $ 608.00 $ 608.00 These Declarations together with the common policy conditions, coverage part declarations, coverage part form(s), and form(s) and endorsements, if any, issued, complete the above numbered policy. Countersigned: By Authorized Representatives WN IL 21 07 07 INSURED COPY Page 1 of 1 Group #: 0001187232 Date: 02/14/2022 Insured: EMERALD TOWNS ALLIANCE Address: PO BOX 323 BRINNON WA 98320 Effective Date: MARCH 1, 2022 POLICYHOLDER DISCLOSURE NOTICE — OFFER OF TERRORISM INSURANCE COVERAGE AND DISCLOSURE OF PREMIUM Under the Terrorism Risk Insurance Act, as amended in 2019, you have a right to purchase insurance coverage for losses resulting from acts of terrorism. As defined in Section 102(1) of the Act: The term "act of terrorism" means any act or acts that are certified by the Secretary of the Treasury — in consultation with the Secretary of Homeland Security, and the Attorney General of the United States — to be an act of terrorism; to be a violent act or an act that is dangerous to human life, property, or infrastructure; to have resulted in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of a United States mission; and to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. Your decision is needed on this question: do you choose to pay the premium for terrorism coverage stated in this offer of coverage, or do you choose to reject the offer of coverage and not pay the premium? You must either accept or reject this offer. Failure to return the enclosed rejection constitutes an acceptance of terrorism coverage. Please consult your agent if you have questions regarding your options. SELECTION OR REJECTION OF TERRORISM INSURANCE COVERAGE Your insurance policy has been issued/quoted with Certified Terrorist Acts coverage and a premium has been included for the applicable lines of insurance. Unless you reject this coverage, you must pay the additional terrorism premium as stated in the DISCLOSURE OF PREMIUM. You may choose to reject the offer of terrorism coverage by signing the enclosed REJECTION STATEMENT; then your policy will be written to exclude the described coverage. DISCLOSURE OF PREMIUM If you accept this offer, the premium for terrorism coverage is $ 1 If you reject this offer, a portion of the above premium will be charged due to state law requiring coverage if a "certified act of terrorism" results in a direct loss by fire to covered property. (Not applicable in Alaska, Idaho, Minnesota, Montana, Nevada, North Dakota, South Dakota and Utah). Alaska only: If you have auto insurance, terrorism coverage up to the minimum limits required for Liability, Uninsured and/or Underinsured Motorists, by the state's Financial Responsibility Statutes applies. The premium for this coverage is $0.00. Oregon only: If you have auto insurance, terrorism coverage up to the minimum limits required for Liability, Uninsured and/or Underinsured Motorists and Personal Injury Protection Coverage, by the state's Financial Responsibility Statutes applies. The premium for this coverage is $ 0.00. DISCLOSURE OF FEDERAL PARTICIPATION IN PAYMENT OF TERRORISM LOSSES: You should know that where coverage is provided by this policy for losses resulting from certified acts of terrorism, such losses may be partially reimbursed by the United States Government under a formula established by federal law. However, your policy may contain other exclusions which might affect your coverage, such as an exclusion for nuclear events. Under the formula, the United States Government reimburses 80% of covered terrorism losses exceeding the statutorily established deductible paid by the insurance company providing the coverage. The premium charged for this coverage is shown above and does not include any charges for the portion of the loss that may be covered by the federal government under the Act. CAP ON LOSSES: You should also know that the Terrorism Risk Insurance Act, as amended, contains a $100 billion cap that limits U.S. Government reimbursement as well as insurers' liability for losses resulting from certified acts of terrorism when the amount of such losses in any one calendar year exceeds $100 billion. If the aggregate insured losses for all insurers exceed $100 billion, your coverage may be reduced. WNIL170121 Group #: 0001187232 Date: 02/14/2022 Insured: EMERALD TOWNS ALLIANCE Address: PO BOX 323 BRINNON WA 98320 Effective Date: MARCH 1, 2022 ENCLOSURE — REJECTION OF CERTIFIED TERRORISM INSURANCE I hereby reject the offer of terrorism coverage. I understand that an EXCLUSION of certain terrorism losses will be made a part of this policy. Policyholder Signature D Print Name PROPERTY COVERAGE ONLY: In this state, a terrorism exclusion makes an exception for (and thereby provides coverage for) fire losses resulting from an act of terrorism. Therefore, if you reject the offer of terrorism coverage, that rejection does not apply to fire losses resulting from an act of terrorism — coverage for such fire losses will continue to be provided in your policy. There will be an additional premium just for such fire coverage. (Not applicable in Alaska, Idaho, Minnesota, Montana, Nevada, North Dakota, South Dakota and Utah) ALASKA AUTO ONLY: In this state, the terrorism exclusion applies above the minimum limits required for Liability, Uninsured and/or Underinsured Motorists Coverage by the state's Financial Responsibility Statutes. Therefore, if you reject the offer of terrorism coverage, that rejection does not apply to losses resulting from an act of terrorism, for limits up to the minimum state compulsory limits of insurance for Liability, Uninsured and/or Underinsured Motorists Coverage. The additional premium just for such coverage up to the Financial Responsibility Statutes is stated in the DISCLOSURE OF PREMIUM. OREGON AUTO ONLY: In this state, the terrorism exclusion applies above the minimum limits required for Liability, Uninsured and/or Underinsured Motorists Coverage and Personal Injury Protection Coverage by the state's Financial Responsibility Statutes. Therefore, if you reject the offer of terrorism coverage, that rejection does not apply to losses resulting from an act of terrorism, for limits up to the minimum state compulsory limits of insurance for Liability, Uninsured and/or Underinsured Motorists, and Personal Injury Protection Coverage. The additional premium just for such coverage up to the Financial Responsibility Statutes is stated in the DISCLOSURE OF PREMIUM. IF YOU CHOOSE TO REJECT THIS OFFER OF TERRORISM COVERAGE, PLEASE SIGN THIS REJECTION STATEMENT AND RETURN IT TO YOUR AGENT AS SOON AS POSSIBLE. IF YOUR SIGNED REJECTION IS NOT RECEIVED BY US WITHIN 30 DAYS OF THE EFFECTIVE DATE OF YOUR POLICY, OR WITHIN 30 DAYS OF THE DATE OF THIS NOTICE, WHICHEVER IS LATER, THE CHARGE FOR TERRORISM WILL NOT BE REMOVED. WN IL 18 01 15 Western National Mutual Insurance Company ��' 4700 West 77th Street Edina, MN 55435 WESTERN NATIONAL INSURANCE www.wnins.com COMMERCIAL GENERAL LIABILITY 7111, I-P1111y' A Mutual Company COVERAGE PART Group # 0001187232 Policy Period: From MARCH 1, 2022 To MARCH 1, 2023 Policy # CPP 1281518 00 12:01 A.M. standard time at the Named Insured's mailing address. Transaction POLICY DECLARATION Insured Name and Address Agent EMERALD TOWNS ALLIANCE INSURANCE SERVICES GROUP INC 08133 PO BOX 323 PO BOX 1658 BRINNON WA 98320 EDMONDS, WA 98020-1658 Telephone: 425-775-6446 Business Description Type of Business Audit Period Billing Type NON-PROFIT FUNDRAISING CORPORATION ANNUAL DIRECT IN RETURN FOR THE PAYMENT OF THE PREMIUM, AND SUBJECT TO ALL THE TERMS OF THIS POLICY, WE AGREE WITH YOU TO PROVIDE THE INSURANCE AS STATED IN THIS POLICY. LIMITS OF INSURANCE General Aggregate Limit (Other than Products -Completed Operations) $ 3, 000, 000 Products - Completed Operations Aggregate Limit $ 3, 000, 000 Each Occurrence Limit $ 1, 000, 000 Personal and Advertising Injury Limit, any one person or organization $ 1, 000, 000 Medical Expense Limit, any one person $ 5, 000 Damage to Premises Rented to you, any one premises $ 100, 000 LOCATIONS OF ALL PREMISES YOU OWN, RENT OR OCCUPY Refer to attached schedule. CLASSIFICATIONS Refer to attached schedule. PREMIUM FOR THIS COVERAGE PART $ 608.00 DISCLOSURE OF PREMIUM: The portion of your annual premium attributable to coverage for certified acts of terrorism is $ 1.00 :orms and Endorsements Applicable to this Policy See Forms and Endorsements Schedule Issued Date: 02/14/2022 WN GL 06 07 07 INSURED COPY Page 1 of 7 Western National Mutual Insurance Company 4700 West 77th Street Edina, MN 55435 www.wnins.com Policy Number: CPP 1281518 00 POLICY DECLARATION Named Insured: EMERALD TOWNS ALLIANCE COMMERCIAL GENERAL LIABILITY EXTENSION OF DECLARATIONS LOCATION OF PREMISES Location of All Premises You Own, Rent or Occupy: 001 VARIOUS LOCATIONS BRINNON WA 98320 PREMIUM Premium Rate Advance Premium Location Classification Code No. Exposure Base* Prem.Ops. Prod/Comp Prem/Ops. Prod/Comp Ops. Ops. 001 88133 30 T 8.900 INCL $267 INCL CLUBS -CIVIC, SERVICE OR SOCIAL -WITHOUT BUILDINGS "Products - completed operations are subject to the General Aggregate Limit" * - A = Area * - C Total Cost * - E = Each * - M = Admissions * - O = Total Operating Expenses * - P Payroll * - S = Gross Sales * - T = See Classification Notes * - U Units Extension of Declarations --Total Advance Annual Premium $267 Issued Date: 02/14/2022 WN GL 06 07 07 INSURED COPY Page 2 of 7 Western National Mutual Insurance Company 4700 West 77th Street Edina, MN 55435 www.wnins.com Policy Number: CPP 1281518 00 POLICY DECLARATION Named Insured: EMERALD TOWNS ALLIANCE COMMERCIAL GENERAL LIABILITY CLASSIFICATION SCHEDULE Loc St Terr Code Premium Base Exposure Rate Per Cov Premium Classification Description 000 WA 44444 N/A SPLENH $75 GENERAL LIABILITY SPECIALTY ENHANCEMENT Issued Date: 02/14/2022 WN GL 06 07 07 INSURED COPY Page 3 of 7 Western National Mutual Insurance Company 4700 West 77th Street Edina, MN 55435 www.wnins.com PREMIUM FOR THIS EPL COVERAGE FORM Policy Number: CPP 1281518 00 POLICY DECLARATION Named Insured: EMERALD TOWNS ALLIANCE $157.00 *Included in General Liability premium COMMERCIAL GENERAL LIABILITY EMPLOYMENT PRACTICES LIABILITY COVERAGE ENDORSEMENT SUPPLEMENTAL DECLARATIONS NOTICE EXCEPT TO SUCH EXTENT AS MAY OTHERWISE BE PROVIDED HEREIN, THIS EPL COVERAGE IS LIMITED FOR ONLY THOSE CLAIMS OR SUITS THAT ARE FIRST MADE AGAINST THE INSUREDS DURING THE EPL COVERAGE PERIOD AND REPORTED IN WRITING TO THE INSURER PURSUANT TO THE TERMS HEREIN. VARIOUS PROVISIONS IN THIS COVERAGE ENDORSEMENT RESTRICT COVERAGE. PLEASE READ THE ENTIRE COVERAGE ENDORSEMENT CAREFULLY TO DETERMINE RIGHTS, DUTIES AND WHAT IS AND IS NOT COVERED. THE LIMIT OF LIABILITY AVAILABLE TO PAY JUDGMENTS OR SETTLEMENTS UNDER THIS COVERAGE ENDORSEMENT SHALL BE REDUCED BY AMOUNTS INCURRED FOR DEFENSE COSTS. AMOUNTS INCURRED FOR DEFENSE COSTS SHALL BE APPLIED AGAINST THE DEDUCTIBLE AMOUNT. From: 03/01/2022 At 12:01 A.M. Standard Time at your mailing address EPL Coverage Period: shown on the Declarations page of this policy. To:03/01/2023 EPL Aggregate Limit of $ 100, 000 Aggregate for all "loss" combined, including "defense Liability: costs". For "loss" arising from claims or suits alleging the same EPL Deductible Amount: $ 5, o0o "wrongful employment act" or "related wrongful employment acts". EPL Retroactive Date: If no date is shown, "we" will consider the EPL Retroactive Date to be the date of organization of the "named insured". The EPL Retroactive Date will remain the same through all subsequent renewals. No change will be made to the EPL Retroactive Date unless at the sole request of the insured. Third Party Violations If coverage for Third Party Violations has been paid for, (optional): x❑ the box to the left will be checked and coverage is in force. If the box is not checked, there is no coverage available for Third Party Violations. This insurance does not apply to "loss" arising out of a "wrongful employment act" that arises out of incidents or circumstances of which "you" had knowledge prior to the effective date of this EPL Coverage Endorsement or the first EPL Coverage Endorsement issued by "us" of which this EPL Coverage is an uninterrupted renewal. Forms and Endorsements Applicable to this Policy See Forms and Endorsements Schedule Issue Date: 02/14/2022 WN GL 55 11 11 INSURED COPY Page of 7 Western National Mutual Insurance Company 4700 West 77th Street Edina, MN 55435 www.wnins.com PREMIUM FOR THIS CYBER LIABILITY FORM *Included in General Liability premium $ 108.00 CYBER LIABILITY SUPPLEMENTAL DECLARATIONS (Claims -Made and Reported Coverage) Policy Number: CPP 1281518 00 POLICY DECLARATION Named Insured: EMERALD TOWNS ALLIANCE DISCLOSURE REGARDING DEFENSE WITHIN LIMITS DEFENSE COSTS PAID UNDER THE CYBER LIABILITY ENDORSEMENT WILL BE INCLUDED WITHIN, AND MAY COMPLETELY EXHAUST, THE LIMITS OF LIABILITY SHOWN BELOW. Named Insured: EMERALD TOWNS ALLIANCE Cyber Liability Coverage Period: From MARCH 1, 2022 to MARCH 1, 2023, both days at 12:01 a.m. local standard time at your mailing address shown on the Declarations Page of this policy. Retroactive Date: FEBRUARY 1, 2022 Cyber Liability Limits: The limits of liability for the coverage provided under the Cyber Liability Endorsement are shown below. Such limits are in addition to, and will not erode, the limits of liability provided elsewhere under this Policy. Coverage Limits Multimedia Liability Coverage $ 50,000 Each "claim" Security and Privacy Liability Coverage $ 50,000 Each "claim" Privacy Regulatory Defense and Penalties Coverage $ 50,000 Each "claim" Privacy Breach Response Costs, Notification Expenses and Customer Support and Credit Monitoring Expenses Coverage $ 50,000 Each "claim" Network Asset Protection Coverage $ 50,000 Each "claim" Cyber Extortion Coverage $ 50,000 Each "claim" Cyber Terrorism Coverage $ 50,000 Each "claim" BrandGuard m Coverage $ 50,000 Each "claim" PCI DSS Assessment Coverage $ 50,000 Each "claim" Cyber Crime Coverage Sublimit $ 5,000 Aggregate Limit $ 100,000 Issue Date: 02/14/2022 WN GL 1 1 1 12 18 INSURED COPY Page 5 of 7 Western National Mutual Insurance Company 4700 West 77th Street Edina, MN 55435 www.wnins.com Prem # 001 VARIOUS LOCATIONS BRINNON, WA 98320 Policy Number: CPP 1281518 00 POLICY DECLARATION Named Insured: EMERALD TOWNS ALLIANCE LOCATION ADDRESS SCHEDULE Issued Date: 02/14/2022 WN IL 27 07 07 INSURED COPY Page 6 of 7 Western National Mutual Insurance Company 4700 West 77th Street Edina, MN 55435 www.wnins.com Policy Number: CPP 1281518 00 POLICY DECLARATION Named Insured: EMERALD TOWNS ALLIANCE FORMS AND ENDORSEMENTS SCHEDULE Coverage Line Form Number Ed. Date Description General Liability IL0123 (11/13) WA Changes - Defense Costs General Liability IL0146 (08/10) WA Common Policy Conditions General Liability IL0198 (09/08) Nuclear Energy Liab Excl Endt General Liability CG0001 (04/13) Comml Gen Liab Coverage Form General Liability CGO181 (05/08) WA Changes General Liability CG0197 (12/07) WA Chgs-Empl-Related Practices General Liability CG2106 (05/14) Excl-Access or Disclosure General Liability CG2109 (06/15) Exclusion -Unmanned Aircraft General Liability CG2144 (04/17) Limit.of Covg to Desgnt.Prem General Liability CG2171 (O1/15) Excl Oth Acts Terr Outside US General Liability CG2176 (O1/15) Excl Punitive Damages General Liability CG2426 (04/13) Amendment of Ins. Contract Def General Liability CG3220 (O1/15) WA -fond Excl of Terrorism General Liability CGMU1078 (12/20) Gen Liab Specialty Solutions General Liability CGMU1129 (12/20) Exclusion -Assault or Battery General Liability CGMU431 (12/20) Excl-Ammunition or Fireworks General Liability CGMU448 (12/20) Excess Provision General Liability CGMU505 (12/20) Exclusion -Trampolines General Liability CGMU588 (12/20) Excl-Mech Op Amusement Devices General Liability WNGL02 (07/10) Punitive Damages Exclusion General Liability WNGL10 (O1/04) Excl-Lead Liability Endt General Liability WNGL104 (03/16) Cyber Liability General Liability WNGL145 (12/18) Cyber Crime Coverage Endt-WA General Liability WNGL15 (12/16) Exclusion -Asbestos General Liability WNGL21 (07/14) Abuse or Molestation Excl General Liability WNGL36 (07/15) Total Liquor Liability Excl General Liability WNGL74 (11/11) EPL Coverage Endorsement General Liability WNGL79 (11/11) Washington Changes Issued Date: 02/14/2022 WN IL 26 07 07 INSURED COPY Page 7 of 7 IL 01 23 11 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON CHANGES - DEFENSE COSTS This endorsement modifies insurance provided under the following: COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL LIABILITY UMBRELLA COVERAGE PART COMMERCIAL PROPERTY COVERAGE PART — LEGAL LIABILITY COVERAGE FORM COMMERCIAL PROPERTY COVERAGE PART — MORTGAGEHOLDER'S ERRORS AND OMISSIONS COVERAGE FORM ELECTRONIC DATA LIABILITY COVERAGE PART FARM COVERAGE PART FARM UMBRELLA LIABILITY POLICY LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCT WITHDRAWAL COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK COVERAGE PART A. The provisions of Paragraph B. are added to all Insuring Agreements that set forth a duty to defend under: 1. Section I of the Commercial General Liabil- ity, Commercial Liability Umbrella, Elec- tronic Data Liability, Farm, Liquor Liability, Owners And Contractors Protective Liabil- ity, Pollution Liability, Products/Completed Operations Liability, Product Withdrawal, Medical Professional Liability, Railroad Pro- tective Liability and Underground Storage Tank Coverage Parts, Auto Dealers Cover- age Form and the Farm Umbrella Liability Policy; 2. Section II under the Auto Dealers, Business Auto and Motor Carrier Coverage Forms; 3. Section III under the Auto Dealers and Motor Carrier Coverage Forms; 4. Section A. Coverage under the Legal Liabil- ity Coverage Form; and 5. Coverage C — Mortgageholder's Liability under the Mortgageholder's Errors And Omissions Coverage Form. Paragraph B. also applies to any other provision in the policy that sets forth a duty to defend. B. If we initially defend an insured ("insured") or pay for an insured's ("insured's") defense but later determine that none of the claims ("claims"), for which we provided a defense or defense costs, are covered under this insur- ance, we have the right to reimbursement for the defense costs we have incurred. The right to reimbursement under this provision will only apply to the costs we have incurred after we notify you in writing that there may not be coverage and that we are reserving our rights to terminate the defense or the payment of defense costs and to seek reimbursement for defense costs. IL 01 23 11 13 ° Insurance Services Office, Inc., 2013 Page 1 of 1 IL01460810 WASHINGTON COMMON POLICY CONDITIONS All Coverage Parts included in this policy are subject to the following conditions. The conditions in this endorsement replace any similar conditions in the policy that are less favorable to the insured. A. Cancellation 1. The first Named Insured shown in the Declarations may cancel this policy by notifying us or the insurance producer in one of the following ways: a. Written notice by mail, fax or e-mail; b. Surrender of the policy or binder; or c. Verbal notice. Upon receipt of such notice, we will cancel this policy or any binder issued as evidence of coverage, effective on the later of the following: a. The date on which notice is received or the policy or binder is surrendered; or b. The date of cancellation requested by the first Named Insured. 2. We may cancel this policy by mailing or delivering to the first Named Insured and the first Named Insured's agent or broker written notice of cancellation, including the actual reason for the cancellation, to the last mailing address known to us, at least: a. 10 days before the effective date of cancellation if we cancel for non- payment of premium; or b. 45 days before the effective date of cancellation if we cancel for any other reason; except as provided in Paragraphs 3. and 4. below. 3. We may cancel the Commercial Property Coverage Part and the Capital Assets Program (Output Policy) Coverage Part, if made a part of this policy, by mailing or delivering to the first Named Insured and the first Named Insured's agent or broker written notice of cancellation at least five days before the effective date of can- cellation for any structure where two or more of the following conditions exist: a. Without reasonable explanation, the structure is unoccupied for more than 60 consecutive days, or at least 65% of the rental units are unoccupied for more than 120 consecutive days, un- less the structure is maintained for sea- sonal occupancy or is under construc- tion or repair; b. Without reasonable explanation, prog- ress toward completion of permanent repairs to the structure has not occur- red within 60 days after receipt of funds following satisfactory adjustment or adjudication of loss resulting from a fire; c. Because of its physical condition, the structure is in danger of collapse; d. Because of its physical condition, a vacation or demolition order has been issued for the structure, or it has been declared unsafe in accordance with applicable law; e. Fixed and salvageable items have been removed from the structure, indicating an intent to vacate the structure; f. Without reasonable explanation, heat, water, sewer and electricity are not fur- nished for the structure for 60 con- secutive days; or g. The structure is not maintained in substantial compliance with fire, safety and building codes. IL 01 46 08 10 © Insurance Services Office, Inc., 2010 Page 1 of 4 4. If: a. b. C. You are an individual; A covered auto you own is of the "private passenger type"; and The policy does not cover garage, auto- mobile sales agency, repair shop, service station or public parking place operations hazards; we may cancel the Commercial Automobile Coverage Part by mailing or delivering to the first Named Insured and the first Named Insured's agent or broker written notice of cancellation, including the actual reason for cancellation, to the last mailing address known to us: a. At least 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b. At least 10 days before the effective date of cancellation for any other reason if the policy is in effect less than 30 days; or c. At least 20 days before the effective date of cancellation for other than non- payment if the policy is in effect 30 days or more; or 5. 7. If this policy is cancelled, we will send the first Named Insured any premium refund due. If we cancel, the refund will be pro rata. If the first Named Insured cancels, the refund will be at least 90% of the pro rata refund unless the following applies: a. For Division Two — Equipment Break- down, if the first Named Insured can- cels, the refund will be at least 75% of the pro rata refund. b. If: (1) You are an individual; (2) A covered auto you own is of the "private passenger type"; (3) The policy does not cover garage, automobile sales agency, repair shop, service station or public parking place operations hazards; and (4) The first Named Insured cancels; the refund will be not less than 90% of any unearned portion not exceeding $100, plus 95% of any unearned por- tion over $100 but not exceeding $500, and not less than 97% of any unearned portion in excess of $500. The cancellation will be effective even if we have not made or offered a refund. 8. If notice is mailed, proof of mailing will be sufficient proof of notice. B. Changes The policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declara- tions is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. C. Examination Of Your Books And Records We may examine and audit your books and records as they relate to this policy at any time during the policy period and up to three years a fterward. D. Inspection And Surveys 1. We have the right to: a. Make inspections and surveys at any time; 6. Notice of cancellation will state the effec- b. Give you reports on the conditions we tive date of cancellation. The policy period will end on that date. find; and c. Recommend changes. Page 2 of 4 ° Insurance Services Office, Inc., 2010 IL 01 46 08 10 d. At least 20 days before the effective date of cancellation if the policy is in effect for 60 days or more or is a renewal or continuation policy, and the reason for cancellation is that your driver's license or that of any driver who customarily uses a covered "auto" has been suspended or revoked during policy period. We will also mail or deliver to any mortgage holder, pledgee or other person shown in this policy to have an interest in any loss which may occur under this policy, at their last mailing address known to us, written notice of cancellation, prior to the effective date of cancellation. If can- cellation is for reasons other than those contained in Paragraph A.3. above, this notice will be the same as that mailed or delivered to the first Named Insured. If cancellation is for a reason contained in Paragraph A.3. above, we will mail or deliver this notice at least 20 days prior to the effective date of cancellation. 2. We are not obligated to make any inspec- tions, surveys, reports or recommen- dations, and any such actions we do undertake relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organ- ization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organiza- tion which makes insurance inspections, surveys, reports or recommendations. 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or recommendations we may make relative to certification, under state or municipal statutes, ordinances or regulations, of boilers, pressure vessels or elevators. E. Premiums The first Named Insured shown in the Declara tions: 1. Is responsible for the payment of all pre- miums; and 2. Will be the payee for any return premiums we pay. F. Transfer Of Your Rights And Duties Under This Policy 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 you die, your rights and duties will be trans- ferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal represen- tative is appointed, anyone having proper tem- porary custody of your property will have your rights and duties but only with respect to that property. G. Nonrenewal We may elect not to renew this policy by mailing or delivering written notice of non - renewal, stating the reasons for non - renewal, to the first Named Insured and the first Named Insured's agent or broker, at their last mailing addresses known to us. We will also mail to any mortgage holder, pledgee or other person shown in this policy to have an interest in any loss which may occur under this policy, at their last mailing address known to us, written notice of nonrenewal. We will mail or deliver these notices at least 45 days before the: a. Expiration of the policy; or b. Anniversary date of this policy if this policy has been written for a term of more than one year. Otherwise, we will renew this policy un- less: a. The first Named Insured fails to pay the renewal premium after we have ex- pressed our willingness to renew, in- cluding a statement of the renewal premium, to the first Named Insured and the first Named Insured's insurance agent or broker, at least 20 days before the expiration date; b. Other coverage acceptable to the in- sured has been procured prior to the expiration date of the policy; or c. The policy clearly states that it is not renewable and is for a specific line, sub- classification, or type of coverage that is not offered on a renewable basis. 2. If: a. You are an individual; b. A covered auto you own is of the "private passenger type"; and c. The policy does not cover garage, auto- mobile sales agency, repair shop, serv- ice station or public parking place operations hazards; IL 01 46 08 10 © Insurance Services Office, Inc., 2010 Page 3 of 4 the following applies to nonrenewal of the Commercial Automobile Coverage Part in place of G.1.: a. We may elect not to renew or continue this policy by mailing or delivering to you and your agent or broker written notice at least 20 days before the end of the policy period, including the actual reason for nonrenewal. If the policy period is more than one year, we will have the right not to renew or con- tinue it only at an anniversary of its original effective date. If we offer to renew or continue and you do not accept, this policy will terminate at the end of the current policy period. Failure to pay the required renewal or continu- ation premium when due shall mean that you have not accepted our offer. b. We will not refuse to renew Liability Coverage or Collision Coverage solely because an "insured" has submitted claims under Comprehensive Coverage or Towing And Labor Coverage. c. If we fail to mail or deliver proper notice of nonrenewal and you obtain other insurance, this policy will end on the effective date of that insurance. Page 4 of 4 © Insurance Services Office, Inc., 2010 IL 01 46 08 10 IL 01 98 09 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NUCLEAR ENERGY LIABILITY EXCLUSION ENDORSEMENT (Broad Form) This endorsement modifies insurance provided under the following: COMMERCIAL AUTOMOBILE COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART COMMERCIAL LIABILITY UMBRELLA COVERAGE PART FARM COVERAGE PART FARM UMBRELLA LIABILITY POLICY LIQUOR LIABILITY COVERAGE PART MEDICAL PROFESSIONAL LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY 1. The insurance does not apply: A. Under any Liability Coverage, to "bodily injury" or "property damage": (1) With respect to which an "insured" under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (2) Resulting from the "hazardous prop- erties" of "nuclear material" and with respect to which (a) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b) the "in- sured" 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 agree- ment entered into by the United States of America, or any agency thereof, with any person or organization. B. Under any Medical Payments Coverage, to expenses incurred with respect to "bodily injury" resulting from the "hazardous prop- erties" of "nuclear material" and arising out of the operation of a "nuclear facility" by any person or organization. C. Under any Liability Coverage, to "bodily injury" or "property damage" resulting from "hazardous properties" of "nuclear mater- ial", if: (1) The "nuclear material" (a) is at any "nuclear facility" owned by, or oper- ated by or on behalf of, an "insured" or (b) has been discharged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of, by or on behalf of an "insured"; or (3) The "bodily injury" or "property damage" arises out of the furnishing by an "insured" of services, materials, parts or equipment in connection with the planning, construction, mainten- ance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territories or possessions or Canada, this Exclusion (3) applies only to "property damage" to such "nuclear facility" and any property thereat. 2. As used in this endorsement: "Hazardous properties" includes radioactive, toxic or explosive properties; "Nuclear material" means "source material", "Special nuclear material" or "by-product material"; IL 01 98 09 08 ° ISO Properties, Inc., 2007 Page 1 of 2 "Source material", "special nuclear material", and "by-product material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; "Waste" means any waste material (a) containing "by-product material" other than the tailings or wastes produced by the extraction or concen- tration of uranium or thorium from any ore processed primarily for its "source material" content, and (b) resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear facility". "Nuclear facility" means: (a) Any "nuclear reactor"; (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 "waste"; (c) Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (d) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; "Property damage" includes all forms of radioactive contamination of property. Page 2 of 2 © ISO Properties, Inc., 2007 IL 01 98 09 08 COMMERCIAL GENERAL LIABILITY COVERAGE FORM QUICK REFERENCE READ YOUR POLICY CAREFULLY The Commercial General Liability Coverage part in your policy consists of Declarations, a Commercial General Liability Coverage Form (CG 00 01), Common Policy Conditions and Endorsements, if applicable. Following is a Quick Reference indexing of the principal provisions contained in each of the components making up the Coverage Part, listed in sequential order. DECLARATIONS Named Insured And Mailing Address Policy Period Coverages And Limits Of Insurance Forms And Endorsements Applying To The Coverage Part At The Time Of Issue COVERAGE FORM (CG 00 01) SECTION I - COVERAGES Coverage A - Bodily Injury And Property Damage Liability Insuring Agreement Exclusions Coverage B - Personal And Advertising Injury Liability Insuring Agreement Exclusions Coverage C - Medical Payments Insuring Agreement Exclusions Supplementary Payments - Coverages A and B SECTION II - WHO IS AN INSURED SECTION III - LIMITS OF INSURANCE SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS Bankruptcy Duties In The Event Of Occurrence, Offense, Claim Or Suit Legal Action Against Us Other Insurance Premium Audit Representations Separations Of Insureds Transfer Of Rights Of Recovery Against Others To Us When We Do Not Renew SECTION V - DEFINITIONS COMMON POLICY CONDITIONS A. Cancellation B. Changes C. Examinations Of Your Books And Records D. Inspections And Surveys E. Premiums F. Transfer Of Your Rights And Duties Under This Policy ENDORSEMENTS (If Any) IMPORTANT: This Quick Reference is not part of your Commercial General Liability Policy and does not provide coverage. Refer to your Commercial General Liability Policy for actual contractual provisions. COMMERCIAL GENERAL LIABILITY CG 00 01 04 13 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. (2) The "bodily injury" or "property dam - Read the entire policy carefully to determine rights, age" occurs during the policy period; duties and what is and is not covered. and Throughout this policy the words "you" and "your" (3) Prior to the policy period, no insured refer to the Named Insured shown in the Dec- listed under Paragraph 1. of Section II larations, and any other person or organization — Who Is An Insured and no qualifying as a Named Insured under this policy. "employee" authorized by you to give The words "we", "us" and "our" refer to the or receive notice of an "occurrence" or company providing this insurance. claim, knew that the "bodily injury" or The word "insured" means any person or organiza- "property damage" had occurred, in tion qualifying as such under Section II — Who Is whole or in part. If such a listed insured An Insured. or authorized "employee" knew, prior to the policy period, that the "bodily Other words and phrases that appear in quotation injury" or "property damage" occurred, marks have special meaning. Refer to Section V then any continuation, change or re- -Definitions. sumption of such "bodily injury" or SECTION I — COVERAGES "property damage" during or after the COVERAGE A — BODILY INJURY AND PROPERTY policy period will be deemed to have DAMAGE LIABILITY been known prior to the policy period. 1. Insuring Agreement c. "Bodily injury" or "property damage" which occurs during the policy period and was a. We will pay those sums that the insured not, prior to the policy period, known to becomes legally obligated to pay as have occurred by any insured listed under damages because of "bodily injury" or Paragraph 1. of Section II — Who Is An "property damage" to which this insurance Insured or any "employee" authorized by applies. We will have the right and duty to you to give or receive notice of an "occurr- defend the insured against any "suit" ence" or claim, includes any continuation, seeking those damages. However, we will change or resumption of that "bodily have no duty to defend the insured against injury" or "property damage" after the end any "suit" seeking damages for "bodily of the policy period. injury" or "property damage" to which this d. "Bodily injury" or "property damage" will insurance does not apply. We may, at our be deemed to have been known to have discretion, investigate any "occurrence" "suit" occurred at the earliest time when any and settle any claim or that may insured listed under Paragraph 1. of result. But: Section II — Who Is An Insured or any (1) The amount we will pay for damages is "employee" authorized by you to give or limited as described in Section III — receive notice of an "occurrence" or claim: Limits Of Insurance; and (1) Reports all, or any part, of the "bodily (2) Our right and duty to defend ends injury" or "property damage" to us or when we have used up the applicable any other insurer; limit of insurance in the payment of (2) Receives a written or verbal demand or judgments or settlements under Cov- claim for damages because of the erages A or B or medical expenses "bodily injury" or "property damage"; under Coverage C. or No other obligation or liability to pay sums (3) Becomes aware by any other means or perform acts or services is covered that "bodily injury' or property dam - unless explicitly provided for under Supple- unless age" has occurred or has begun to Payments — Coverages A and B. occur. b. This insurance applies to "bodily injury" "property e. Damages because of "bodily injury" include and damage" only if: damages claimed by any person or organ- (1) The "bodily injury" or "property dam- ization for care, loss of services or death age" is caused by an "occurrence" that resulting at any time from the "bodily takes place in the "coverage territory"; CG 00 01 04 13 91 Insurance Services Office, Inc., 2012 Page 1 of 16 injury". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" ex- pected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the ab- sence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property dam- age" occurs subsequent to the execu- tion of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorneys' fees and neces- sary 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 attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this in- surance applies are alleged. c. Liquor Liability "Bodily injury" or which any insured reason of: "property damage" for may be held liable by (1) Causing or contributing to the intoxica- tion of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employ- ment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", invol- ved that which is described in Paragraph (1), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or fur- nishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (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 con- sequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and 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 Page 2 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 contract". sponsible; or f. Pollution (d) At or from any premises, site or (1) "Bodily injury" or "property damage" location on which any insured or arising out of the actual, alleged or any contractors or subcontractors threatened discharge, dispersal, see- working directly or indirectly on any page, migration, release or escape of insured's behalf are performing op - "pollutants": erations if the "pollutants" are brought on or to the premises, site (a) At or from any premises, site or or location in connection with such location which is or was at any operations by such insured, con - time owned or occupied by, or tractor or subcontractor. How - rented or loaned to, any insured. ever, this subparagraph does not However, this subparagraph does apply to: not apply to: (i) "Bodily injury" or "property (i) "Bodily injury" if sustained damage" arising out of the within a building and caused by escape of fuels, lubricants or smoke, fumes, vapor or soot other operating fluids which are produced by or originating from needed to perform the normal equipment that is used to heat, electrical, hydraulic or me - cool or dehumidify the building, chanical functions necessary for or equipment that is used to the operation of "mobile equip - heat water for personal use, by ment" or its parts, if such fuels, the building's occupants or lubricants or other operating their guests; fluids escape from a vehicle (ii) "Bodily injury" or "property part designed to hold, store or damage" for which you may be receive them. This exception held liable, if you are a con- does not apply if the "bodily tractor and the owner or lessee injury" or "property damage" of such premises, site or loca- arises out of the intentional tion has been added to your discharge, dispersal or release policy as an additional insured of the fuels, lubricants or other with respect to your ongoing operating fluids, or if such operations performed for that fuels, lubricants or other oper- additional insured at that ating fluids are brought on or to premises, site or location and the premises, site or location such premises, site or location with the intent that they be is not and never was owned or discharged, dispersed or re- occupied by, or rented or leased as part of the operations loaned to, any insured, other being performed by such than that additional insured; or insured, contractor or subcon- (iii) "Bodily injury" or "property tractor; damage" arising out of heat, (ii) "Bodily injury" or "property smoke or fumes from a "hostile damage" sustained within a fire"; building and caused by the re- (b) At or from any premises, site or lease of gases, fumes or vapors location which is or was at any from materials brought into that time used by or for any insured or building in connection with op - others for the handling, storage, erations being performed by disposal, processing or treatment of you or on your behalf by a con - waste; tractor or subcontractor; or (c) Which are or were at any time (iii) "Bodily injury" or "property transported, handled, stored, treat- damage" arising out of heat, "hostile ed, disposed of, or processed as smoke or fumes from a waste by or for: fire". (i) Any insured; or (e) At or from any premises, site or location on which any insured or (ii) Any person or organization for any contractors or subcontractors whom you may be legally re- CG 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 3 of 16 g working directly or indirectly on any (a) Less than 26 feet long; and insured's behalf are performing operations if the operations are to (b) Not being used to carry persons or test for, monitor, clean up, remove, property for a charge; contain, treat, detoxify or neutra- (3) Parking an "auto" on, or on the ways lize, or in any way respond to, or next to, premises you own or rent, assess the effects of, "pollutants". provided the "auto" is not owned by or (2) Any loss, cost or expense arising out of rented or loaned to you or the insured; any: (4) Liability assumed under any "insured (a) Request, demand, order or stat- contract" for the ownership, mainten- utory or regulatory requirement that ance or use of aircraft or watercraft; or any insured or others test for, (5) "Bodily injury" or "property damage" monitor, clean up, remove, contain, arising out of: treat, detoxify or neutralize, or in (a) The operation of machinery or any way respond to, or assess the equipment that is attached to, or effects of, "pollutants"; or part of, a land vehicle that would (b) Claim or suit by or on behalf of a qualify under the definition of "mo- governmental authority for dam- bile equipment" if it were not ages because of testing for, mon- subject to a compulsory or financial itoring, cleaning up, removing, responsibility law or other motor containing, treating, detoxifying or vehicle insurance law where it is neutralizing, or in any way re- licensed or principally garaged; or sponding to, or assessing the ef- (b) The operation of any of the mach- fects of, "pollutants". inery or equipment listed in Para - However, this paragraph does not graph f.(2) or f.(3) of the definition apply to liability for damages because of "mobile equipment". of "property damage" that the insured h. Mobile Equipment would have in the absence of such request, demand, order or statutory or "Bodily injury" or "property damage" regulatory requirement, or such claim arising out of: or "suit" by or on behalf of a govern- (1) The transportation of "mobile equip - mental authority. ment" by an "auto" owned or operated Aircraft, Auto Or Watercraft by or rented or loaned to any insured; "Bodily injury" or "property damage" or arising out of the ownership, maintenance, (2) The use of "mobile equipment" in, or use or entrustment to others of any air- while in practice for, or while being craft, "auto" or watercraft owned or prepared for, any prearranged racing, operated by or rented or loaned to any speed, demolition, or stunting activity. insured. Use includes operation and i. War "loading or unloading". "Bodily injury" or "property damage", how - This exclusion applies even if the claims ever caused, arising, directly or indirectly, against any insured allege negligence or out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence" (2) Warlike action by a military force, which caused the "bodily injury" or "prop- including action in hindering or de- erty damage" involved the ownership, fending against an actual or expected maintenance, use or entrustment to others attack, by any government, sovereign of any aircraft, "auto" or watercraft that is or other authority using military owned or operated by or rented or loaned personnel or other agents; or to any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by gov- (1) A watercraft while ashore on premises ernmental authority in hindering or you own or rent; (2) A watercraft you do not own that is: Page 4 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incur- red by you, or any other person, organization or entity, for repair, re- placement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's prop- erty; (2) Premises you sell, give away or aban- don, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or sub- contractors working directly or indir- ectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (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" included in the "products -completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations haz- and". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a con- tract 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 Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work, or property is with- drawn or recalled from the market or from use by any person or organization because of a known or suspected defect, defi- ciency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate elec- tronic data. However, this exclusion does not apply to liability for damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or CG 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 5 of 16 transmitted to or from computer software, Limits Of Insurance; and including systems and applications soft- (2) Our right and duty to defend end when ware, hard or floppy disks, CD-ROMs, we have used up the applicable limit of tapes, drives, cells, data processing de- insurance in the payment of judgments vices or any other media which are used or settlements under Coverages A or B with electronically controlled equipment. or medical expenses under Coverage C. q. Recording And Distribution Of Material Or No other obligation or liability to pay sums Information In Violation Of Law or perform acts or services is covered "Bodily injury" or "property damage" unless explicitly provided for under Supple - arising directly or indirectly out of any mentary Payments — Coverages A and B. action or omission that violates or is b. This insurance applies to "personal and alleged to violate: advertising injury" caused by an offense (1) The Telephone Consumer Protection arising out of your business but only if the Act (TCPA), including any amendment offense was committed in the "coverage of or addition to such law; territory" during the policy period. (2) The CAN-SPAM Act of 2003, including 2. Exclusions any amendment of or addition to such This insurance does not apply to: law; a. Knowing Violation Of Rights Of Another (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to "Personal and advertising injury" caused by such law, including the Fair and or at the direction of the insured with the Accurate Credit Transactions Act knowledge that the act would violate the (FACTA); or rights of another and would inflict "per- sonal and advertising injury". (4) Any federal, state or local statute, or- dinance or regulation, other than the b. Material Published With Knowledge Of TCPA, CAN-SPAM Act of 2003 or Falsity FCRA and their amendments and addi- "Personal and advertising injury" arising tions, that addresses, prohibits, or out of oral or written publication, in any limits the printing, dissemination, manner, of material, if done by or at the disposal, collecting, recording, sending, direction of the insured with knowledge of transmitting, communicating or dis- its falsity. tribution of material or information. c. Material Published Prior To Policy Period Exclusions c. through n. do not apply to "Personal and advertising injury" arising damage by fire to premises while rented to you out oral or written publication, in any or temporarily occupied by you with permission manner, r, of material whose first publication of the owner. A separate limit of insurance took place before the beginning of the applies to this coverage as described in Section policy period. III — Limits Of Insurance. COVERAGE B — PERSONAL AND ADVERTISING d. Criminal Acts INJURY LIABILITY "Personal and advertising injury" arising 1. Insuring Agreement out of a criminal act committed by or at the direction of the insured. a. We will pay those sums that the insured e. Contractual Liability becomes legally obligated to pay as damages because of "personal and "Personal and advertising injury" for which advertising injury" to which this insurance the insured has assumed liability in a applies. We will have the right and duty to contract or agreement. This exclusion does defend the insured against any "suit" not apply to liability for damages that the seeking those damages. However, we will insured would have in the absence of the have no duty to defend the insured against contract or agreement. any "suit" seeking damages for "personal f. Breach Of Contract and advertising injury" to which this "Personal and advertising injury" arising insurance does not apply. We may, at our out of a breach of contract, except an discretion, investigate any offense and "suit" implied contract to use another's adver- settle any claim or that may result. tising idea in your "advertisement". But: (1) The amount we will pay for damages is limited as described in Section III — Page 6 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 g. Quality Or Performance Of Goods — Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "ad- vertisement". h. Wrong Description Of Prices name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's poten- tial customers. m. Pollution "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services stated in your n "advertisement". i. Infringement Of Copyright, Patent, Trade- mark Or Trade Secret "Personal and advertising injury" arising out of the infringement of copyright, patent, trademark, trade secret or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another's advertising idea in your "advertisement". 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 "Personal and advertising injury" com- mitted by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Defini- tions section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, pub- lishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. Pollution -related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a gov- ernmental authority for damages be- cause of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or de- fending against an actual or expected attack, by any government, sovereign or other authority using military per- sonnel 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. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to vio- late: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; I. Unauthorized Use Of Another's Name Or (2) The CAN-SPAM Act of 2003, including Product any amendment of or addition to such "Personal and advertising injury" arising law; out of the unauthorized use of another's CG 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 7 of 16 (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Ac- curate Credit Transactions Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, dis- posal, collecting, recording, sending, transmitting, communicating or dis- tribution of material or information. COVERAGE C — MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) 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, profes- sional nursing and funeral services. 2. Exclusions 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 prem- ises 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, in- structing or participating in any physical exercises or games, sports, or athletic con- tests. f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $250 for cost of bail bonds required because of accidents or traffic law vio- lations 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. We will not pay expenses for "bodily injury": e. All court costs taxed against the insured in a. Any Insured the "suit". However, these payments do To any insured, except "volunteer work- not include attorneys' fees or attorneys' ers". Page 8 of 16 ° Insurance Services Office, Inc., 2012 CG 00 01 04 13 expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "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"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the in- formation 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 in- vestigation, 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 indem- nitee; and ance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other informa- tion 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, attor- neys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incur- red by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Not- withstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indem- nitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when we have used up the applicable limit of insurance in the payment of judgments or settlements or 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 are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your busi- ness. 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 of- ficers" 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. (d) Cooperate with us with respect to e. A trust, you are an insured. Your trustees coordinating other applicable insur- CG 00 01 04 13 ° Insurance Services Office, Inc., 2012 Page 9 of 16 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 per- forming 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 partner- ship, 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 adver- tising injury": (a) To you, to your partners or mem- bers (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" or "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay some- one else who must pay damages because of the injury described in Paragraph (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" 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", "volun- teer workers", any partner or member (if you are a partnership or joint ven- ture), 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 prop- erty; 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 A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organ- ization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability com- pany that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Dec- larations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except dam- ages because of "bodily injury" or "prop- erty damage" included in the "products - Page 10 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 completed operations hazard"; and c. Damages under Coverage B. 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products - completed operations hazard". 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and ad- vertising injury" sustained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurr- ence" or offense took place; (2) The names and addresses of any in- jured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. 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 (4) Assist us, upon our request, in the en- forcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any ex- pense, 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 CG 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 11 of 16 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 to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph 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 Paragraph G. below. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, wheth- er primary, excess, contingent or on any other basis: (i) That is Fire, Extended Cover- age, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is Fire insurance for prem- ises rented to you or tempor- arily occupied by you with permission of the owner; (iii) 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 (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability. (b) Any other primary insurance avail- able to you covering liability for damages arising out of the prem- ises or operations, or the products and completed operations, for which you have been added as an additional insured. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "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. (3) 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: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self - insured amounts under all that other insurance. (4) 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 spec- ifically 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 contrib- ution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium Page 12 of 16 © Insurance Services Office, Inc., 2012 CG 00 01 04 13 computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon repre- sentations 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 Cov- erage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 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. SECTION V — 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, in- cluding any attached machinery or equip- ment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 3. "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. 4. "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 Paragraph 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 Paragraph a. above; (2) The activities of a person whose home is in the territory described in Para- graph a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" of- fenses 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 Paragraph a. above or in a settlement we agree to. 5. "Employee" includes a "leased worker". "Em- ployee" does not include a "temporary worker". 6. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. 7. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 8. "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 danger- ous; or CG 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 13 of 16 b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 9. "Insured contract" means: a. A contract for a lease of premises. How- ever, 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 permis- sion of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or demoli- tion operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connec- tion with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (in- cluding an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition opera- tions, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tun- nel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: 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, as- sumes 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. 10. "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". 11. "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 air- craft, 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". 12. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (a) Preparing, approving, or failing to (2) Road construction or resurfacing equip - prepare or approve, maps, shop ment such as graders, scrapers or rollers; drawings, opinions, reports, sur- veys, field orders, change orders or e. Vehicles not described in Paragraph a., b., drawings and specifications; or c. or d. above that are not self-propelled (b) Giving directions or instructions, or and are maintained primarily to provide mobility to permanently attached equip - Page 14 of 16 ° Insurance Services Office, Inc., 2012 CG 00 01 04 13 f. ment of the following types: (1) Air compressors, pumps and gener- ators, including spraying, welding, building cleaning, geophysical explora- tion, lighting and well servicing equip- ment; or (2) Cherry pickers and similar devices used to raise or lower workers; Vehicles not described in Paragraph 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 con- struction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chas- sis and used to raise or lower workers; and (3) Air compressors, pumps and gener- ators, including spraying, welding, building cleaning, geophysical explora- tion, lighting and well servicing equip- ment. 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 where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial respons- ibility law or other motor vehicle insurance law are considered "autos". 13. "Occurrence" means an accident, including continuous or repeated exposure to substant- ially the same general harmful conditions. 14. "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". 15. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 16. "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 earli- est 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 work- ing on the same project. Work that may need service, mainten- ance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "prop- erty damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or un- loading" 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 CG 00 01 04 13 © Insurance Services Office, Inc., 2012 Page 15 of 16 classification, listed in the Declarations or in a policy Schedule, states that products -completed operations are sub- ject to the General Aggregate Limit. 17. "Property damage" means: a. Physical injury to tangible property, in- cluding all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, 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. 18. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 19. "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. 20. "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. 21. "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 bus iness or assets you have ac- quired; and (2) Containers (other than vehicles), mater- ials, parts or equipment furnished in connection with such goods or pro- ducts. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 22. "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 opera- tions. 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. Page 16 of 16 ° Insurance Services Office, Inc., 2012 CG 00 01 04 13 COMMERCIAL GENERAL LIABILITY CG 01 81 05 08 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON CHANGES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion e. of Coverage A — Bodily Injury And Property Damage Liability (Section I — Cover- ages) applies only to "bodily injury" to any "employee" of the insured whose employment is not subject to the Industrial Insurance Act of Washington (Washington Revised Code Title 51). With respect to "bodily injury" to "employees" of the insured whose employment is subject to the Industrial Insurance Act of Washington, Exclusion e. is replaced with the following: This insurance does not apply to: 1. "Bodily injury" to 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. Any obligation to share damages with or repay someone else who must pay dama- ges because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". B. Paragraphs 2.a.(1)(a), (b) and (c) of Section II — Who Is An Insured apply only to "employees" of the insured whose employment is not subject to the Industrial Insurance Act of Washington (Washington Revised Code Title 51). With respect to "employees" of the insured whose employment is subject to the Industrial Insurance Act of Washington, the reference to "volunteer workers" is removed from Paragraph 2.(a) of Section II — Who Is An Insured and Paragraph 2.a.(1) of Section II is replaced with the following: 2. Each of the following is also an insured: a. 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" is an insured for: (1) "Bodily injury" or "personal and ad- vertising injury": (a) To you, to your partners or members (if you are a partner- ship or joint venture), to your members (if you are a limited li- ability company), or to a co - "employee" while that co -"em- ployee" is either in the course of his or her employment or performing duties related to the conduct of your business; (b) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) above; or CG 01 81 05 08 © ISO Properties, Inc., 2007 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 01 97 12 07 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON CHANGES - EMPLOYMENT -RELATED PRACTICES EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following exclusion is added to Paragraph B. The following exclusion is added to Paragraph 2., Exclusions of Coverage A — Bodily Injury 2., Exclusions of Coverage B — Personal And And Property Damage Liability (Section I — Advertising Injury Liability (Section I — Cover - Coverages): ages): This insurance does not apply to: This insurance does not apply to: "Bodily injury" to: 1. A person arising out of any: a. Refusal to employ that person; b. Termination of that person's employ- ment; 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" to that person at whom any of the employment -related practices described in Paragraphs a., b. and 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. However, Paragraphs 1.a. and 2. of this exclusion do not apply if such "bodily injury" is sustained by any "employee" of the insured whose employment is subject to the Industrial Insurance Act of Washington (Washington Revised Code Title 51). "Personal and advertising injury" to: 1. A person arising out of any: a. Refusal to employ that person; b. Termination of that person's employ- ment; 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. and 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. However, Paragraphs 1.a. and 2. of this exclusion do not apply if such "personal and advertising injury" is sustained by any "employee" of the insured whose employment is subject to the Industrial Insurance Act of Washington (Washington Revised Code Title 51). CG 01 97 12 07 Copyright, ISO Properties, Inc., 2006 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 21 06 05 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION AND DATA -RELATED LIABILITY - WITH LIMITED BODILY INJURY EXCEPTION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion 2.p. of Section I — Coverage A — As used in this exclusion, electronic Bodily Injury And Property Damage Liability is data means information, facts or pro - replaced by the following: grams stored as or on, created or used 2. Exclusions on, or transmitted to or from computer software, including systems and This insurance does not apply to: applications software, hard or floppy p. Access Or Disclosure Of Confidential disks, CD-ROMs, tapes, drives, cells, Or Personal Information And Data- data processing devices or any other related Liability media which are used with elec- Damages arising out of: tronically controlled equipment. (1) Any access to or disclosure of any person's or organization's confi- dential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic infor- mation; or (2) The loss of, loss of use of, damage to, corruption of, inability to ac- cess, or inability to manipulate elec- tronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic ex- penses, public relations expenses or any other loss, cost or expense in- curred by you or others arising out of that which is described in Paragraph (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". B. The following is added to Paragraph 2. Exclusions of Section I — Coverage B — Per- sonal And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, cus- tomer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit moni- toring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. CG 21 06 05 14 ° Insurance Services Office, Inc., 2013 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 21 09 06 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - UNMANNED AIRCRAFT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Exclusion 2.g. Aircraft, Auto Or Watercraft under Section I — Coverage A — Bodily Injury And Property Damage Liability is replaced by the following: 2. Exclusions This insurance does not apply to: g. Aircraft, Auto Or Watercraft (1) Unmanned Aircraft "Bodily injury" or "property dam- age" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "un- manned aircraft". Use includes op- eration and "loading or unloading". This Paragraph g.(1) applies even if the claims against any insured allege negligence or other wrong- doing in the supervision, hiring, em- ployment, training or monitoring of others by that insured, if the "oc- currence" which caused the "bodily injury" or "property damage" in- volved the ownership, mainte- nance, use or entrustment to others of any aircraft that is an "un- manned aircraft". (2) Aircraft (Other Than Unmanned Aircraft), Auto Or Watercraft "Bodily injury" or "property dam- age" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft"), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This Paragraph g.(2) applies even if the claims against any insured allege negligence or other wrong- doing in the supervision, hiring, em- ployment, training or monitoring of others by that insured, if the "oc- currence" which caused the "bodily injury" or "property damage" in- volved the ownership, mainte- nance, use or entrustment to others of any aircraft (other than "un- manned aircraft"), "auto" or water craft that is owned or operated by or rented or loaned to any insured. This Paragraph g.(2) does not apply to: (a) A watercraft while ashore on premises you own or rent; (b) A watercraft you do not own that is: (i) Less than 26 feet long; and (ii) Not being used to carry per- sons or property for a charge; (c) 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; (d) Liability assumed under any "in- sured contract" for the own- ership, maintenance or use of aircraft or watercraft; or CG 21 09 06 15 ° Insurance Services Office, Inc., 2014 Page 1 of 2 (e) "Bodily injury" or "property damage" arising out of: (i) The operation of machinery or equipment that is at- tached to, or part of, a land vehicle that would qualify under the definition of "mo- bile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is li- censed or principally ga- raged; or (ii) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment". B. The following exclusion is added to Paragraph 2. Exclusions of Coverage B — Personal And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: Unmanned Aircraft "Personal and advertising injury" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes oper- ation 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 offense which caused the "personal and advertising injury" involved the ownership, mainte- nance, use or entrustment to others of any aircraft that is an "unmanned aircraft". This exclusion does not apply to: a. The use of another's advertising idea in your "advertisement"; or b. Infringing upon another's copyright, trade dress or slogan in your "adver- tisement". C. The following definition is added to the Defi- nitions section: "Unmanned aircraft" means an aircraft that is not: 1. Designed; 2. Manufactured; or 3. Modified after manufacture; to be controlled directly by a person from with- in or on the aircraft. Page 2 of 2 ° Insurance Services Office, Inc., 2014 CG 21 09 06 15 POLICY NUMBER: CPP 1281518 00 COMMERCIAL GENERAL LIABILITY CG 21 44 04 17 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. LIMITATION OF COVERAGE TO DESIGNATED PREMISES, PROJECT OR OPERATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Premises: Project Or Operation: MEETINGS AND FUNDRAISING EVENTS Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. If this endorsement is attached to Commercial General Liability Coverage Form CG 00 01, the provisions under this Paragraph A. apply: 1. Paragraph 1.b. under Section I — Coverage A — Bodily Injury And Property Damage Lia- bility is replaced by the following: b. This insurance applies to "bodily injury" and "property damage" caused by an "occurrence" that takes place in the "coverage territory" only if: (1) The "bodily injury" or "property damage": (a) Occurs on the premises shown in the Schedule or the grounds and structures appurtenant to those premises; or (b) Arises out of the project or op- eration shown in the Schedule; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no in- sured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "oc- currence" or claim, knew that the "bodily injury" or "property dam- age" 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 dam- age" occurred, then any contin- uation, 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. 2. Paragraph 1.b. under Section I — Coverage B — Personal And Advertising Injury Liabil- ity is replaced by the following: b. This insurance applies to "personal and advertising injury" caused by an of- fense committed in the "coverage ter- ritory" but only if: (1) The offense arises out of your busi- ness: (a) Performed on the premises shown in the Schedule; or CG 21 44 04 17 © Insurance Services Office, Inc., 2016 Page 1 of 3 (b) In connection with the project B. If this endorsement is attached to Commercial or operation shown in the General Liability Coverage Form CG 00 02, the Schedule; and provisions under this Paragraph B. apply: (2) The offense was committed during 1. Paragraph 1.b. under Section I — Coverage the policy period. A — Bodily Injury And Property Damage Lia- However, with respect to Paragraph bility is replaced by the following: 1.b.(1)(a) of this Insuring Agreement, if b. This insurance applies to "bodily injury" the "personal and advertising injury" is and "property damage" caused by an caused by: "occurrence" that takes place in the (1) False arrest, detention or imprison- "coverage territory" only if: ment; or (1) The "bodily injury" or "property (2) The wrongful eviction from, wrong- damage": ful entry into, or invasion of the (a) Occurs on the premises shown right of private occupancy of a in the Schedule or the grounds room, dwelling or premises that a and structures appurtenant to person occupies, committed by or those premises; or on behalf of its owner, landlord or (b) Arises out of the project or op - lessor; eration shown in the Schedule; then such offense must arise out of (2) The "bodily injury" or "property your business performed on the prem- damage" did not occur before the ises shown in the Schedule and the Retroactive Date, if any, shown in offense must have been committed on the Declarations or after the end of the premises shown in the Schedule or the policy period; and the grounds and structures appurtenant to those premises. (3) A claim for damages because of the "bodily injury" or "property dam- 3. Paragraph 1.a. under Section I — Coverage age" is first made against any C — Medical Payments is replaced by the insured, in accordance with Para - following: graph 1.c. of this Insuring Agree - a. We will pay medical expenses as de- ment, during the policy period or scribed below for "bodily injury" any Extended Reporting Period we caused by an accident that takes place provide under Section V — Extended in the "coverage territory" if the "bodily Reporting Periods. injury": 2. Paragraph 1.b. under Section I — Coverage (1) Occurs on the premises shown in B — Personal And Advertising Injury Liabil- the Schedule or the grounds and ity is replaced by the following: structures appurtenant to those b. This insurance applies to pp "personal and premises; or advertising injury" caused by an of- (2) Arises out of the project or oper- fense committed in the "coverage terri- ation shown in the Schedule; tory" but only if: provided that: (1) The offense arises out of your busi- (a) The accident takes place during ness: the policy period; (a) Performed on the premises (b) The expenses are incurred and shown in the Schedule; or reported to us within one year (b) In connection with the project of the date of the accident; and or operation shown in the (c) The injured person submits to Schedule; examination, at our expense, by (2) The offense was not committed physicians of our choice as of- before the Retroactive Date, if any, ten as we reasonably require. shown in the Declarations or after the end of the policy period; and Page 2 of 3 ° Insurance Services Office, Inc., 2016 CG 21 44 04 17 (3) A claim for damages because of the "personal and advertising injury" is first made against any insured, in accordance with Paragraph 1.c. of this Insuring Agreement, during the policy period or any Extended Re- porting Period we provide under Section V — Extended Reporting Periods. However, with respect to Paragraph 1.b.(1)(a) of this Insuring Agreement, if the "personal and advertising injury" is caused by: (1) False arrest, detention or imprison- ment; or (2) The wrongful eviction from, wrong- ful 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; then such offense must arise out of your business performed on the prem- ises shown in the Schedule and the offense must have been committed on the premises shown in the Schedule or the grounds and structures appurtenant to those premises. 3. Paragraph 1.a. under Section I — Coverage C — Medical Payments is replaced by the following: a. We will pay medical expenses as de- scribed below for "bodily injury" caused by an accident that takes place in the "coverage territory" if the "bodily injury": (1) Occurs on the premises shown in the Schedule or the grounds and structures appurtenant to those premises; or (2) Arises out of the project or oper- ation shown in the Schedule; provided that: (a) The accident takes place during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as of- ten as we reasonably require. CG 21 44 04 17 ° Insurance Services Office, Inc., 2016 Page 3 of 3 COMMERCIAL GENERAL LIABILITY CG 21 71 01 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF OTHER ACTS OF TERRORISM COMMITTED OUTSIDE THE UNITED STATES; CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY A. The following exclusion is added: This insurance does not apply to: TERRORISM "Any injury or damage" arising, directly or indirectly, out of an 'other act of terrorism" that is committed outside of the United States (including its territories and possessions and Puerto Rico), but within the "coverage territory". However, this exclusion applies only when one or more of the following are attributed to such act: 1. The total of insured damage to all types of property exceeds $25,000,000 (valued in U.S. dollars). In determining whether the $25,000,000 threshold is exceeded, we will include all insured damage sustained by property of all persons and entities affected by the terrorism and business interruption losses sustained by owners or occupants of the damaged property. For the purpose of this provision, insured damage means damage that is covered by any insurance plus damage that would be covered by any insurance but for the application of any terrorism exclusions; or 2. Fifty or more persons sustain death or serious physical injury. For the purposes of this provision, serious physical injury means: a. Physical injury that involves a substantial risk of death; or b. Protracted and obvious physical disfigurement; or c. Protracted loss of or impairment of the function of a bodily member or organ; or 3. The terrorism involves the use, release or escape of nuclear materials, or directly or indirectly results in nuclear reaction or radiation or radioactive contamination; or 4. The terrorism is carried out by means of the dispersal or application of pathogenic or poisonous biological or chemical materials; or S. Pathogenic or poisonous biological or chemical materials are released, and it appears that one purpose of the terrorism was to release such materials. With respect to this exclusion, Paragraphs 1. and 2. describe the thresholds used to measure the magnitude of an incident of an "other act of terrorism" and the circumstances in which the threshold will apply for the purpose of determining whether this exclusion will apply to that incident. B. The following definitions are added: 1. For the purposes of this endorsement, "any injury or damage" means any injury or damage covered under any Coverage Part to which this endorsement is applicable, and includes but is not limited to "bodily injury", "property damage", "personal and advertising injury", "injury" or "environmental damage" as may be defined in any applicable Coverage Part. CG 21 71 01 15 ° Insurance Services Office, Inc., 2015 Page 1 of 2 2. "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: a. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; b. The act resulted in damage: (1) Within the United States (including its territories and possessions and Puerto Rico); or (2) Outside of the United States in the case of: (a) An air carrier (as defined in Section 40102 of title 49, United States Code) or United States flag vessel (or a vessel based principally in the United States, on which United States income tax is paid and whose insurance coverage is subject to regulation in the United States), regardless of where the loss occurs; or (b) The premises of any United States mission; and c. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. 3. "Other act of terrorism" means a violent act or an act that is dangerous to human life, property or infrastructure that is committed by an individual or individuals and that appears to be part of an effort to coerce a civilian population or to influence the policy or affect the conduct of any government by coercion, and the act is not a "certified act of terrorism". Multiple incidents of an 'other act of terrorism" which occur within a seventy-two hour period and appear to be carried out in concert or to have a related purpose or common leadership shall be considered to be one incident. C. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Coverage Part. D. If aggregate insured losses attributable to terrorist acts certified under the federal Terrorism Risk Insurance Act exceed $100 billion in a calendar year and we have met our insurer deductible under the Terrorism Risk Insurance Act, we shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of the Treasury. CG 21 71 01 15 ° Insurance Services Office, Inc., 2015 Page 2 of 2 COMMERCIAL GENERAL LIABILITY CG 21 76 01 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION OF PUNITIVE DAMAGES RELATED TO A CERTIFIED ACT OF TERRORISM This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY A. The following exclusion is added: This insurance does not apply to: TERRORISM PUNITIVE DAMAGES Damages arising, directly or indirectly, out of a "certified act of terrorism" that are awarded as punitive damages. B. The following definition is added: "Certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of the federal Terrorism Risk Insurance Act, to be an act of terrorism pursuant to such Act. The criteria contained in the Terrorism Risk Insurance Act for a "certified act of terrorism" include the following: 1. The act resulted in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to the Terrorism Risk Insurance Act; and 2. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. C. The terms and limitations of any terrorism exclusion, or the inapplicability or omission of a terrorism exclusion, do not serve to create coverage for injury or damage that is otherwise excluded under this Coverage Part. CG 21 76 01 15 ° Insurance Services Office, Inc., 2015 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 24 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AMENDMENT OF INSURED CONTRACT DEFINITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The definition of "insured contract" in the Definitions section is replaced by the following: "Insured contract" means: a. A contract for a lease of premises. How- ever, 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 per- mission of the owner is not an "insured contract": b. A sidetrack agreement; c. Any easement or license agreement, except in connection with construction or dem- olition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connec- tion with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agree- ment pertaining to your business (including an indemnification of a municipality in con- nection with work performed for a munici- pality) under which you assume the tort lia- bility of another party to pay for "bodily injury" or "property damage" to a third per- son or organization, provided the "bodily in jury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. However, such part of a contract or agreement shall only be con- sidered an "insured contract" to the extent your assumption of the tort liability is per- mitted by law. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition opera- tions, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tun- nel, 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, sur- veys, 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 dam- age; or (3) Under which the insured, if an archi- tect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, in- cluding those listed in (2) above and supervisory, inspection, architectural or engineering activities. CG 24 26 04 13 ° Insurance Services Office, Inc., 2012 Page 1 of 1 COMMERCIAL GENERAL LIABILITY CG 32 20 01 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON CONDITIONAL EXCLUSION OF TERRORISM (RELATING TO DISPOSITION OF FEDERAL TERRORISM RISK INSURANCE ACT) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY A. Applicability Of The Provisions Of This Endorsement 1. The provisions of this endorsement become applicable commencing on the date when any one or more of the following first occurs. But if your policy (meaning the pol- icy period in which this endorsement ap- plies) begins after such date, then the pro- visions of this endorsement become applicable on the date your policy begins. a. The federal Terrorism Risk Insurance Program ("Program"), established by the Terrorism Risk Insurance Act, has terminated with respect to the type of insurance provided under this Coverage Part or Policy; or b. A renewal, extension or replacement of the Program has become effective without a requirement to make terror- ism coverage available to you and with revisions that: (1) Increase our statutory percentage deductible under the Program for terrorism losses. (That deductible determines the amount of all certi- fied terrorism losses we must pay in a calendar year, before the feder- al government shares in subsequent payment of certified terrorism losses.); or (2) Decrease the federal government's statutory percentage share in po- tential terrorism losses above such deductible; or (3) Redefine terrorism or make insur- ance coverage for terrorism subject to provisions or requirements that differ from those that apply to other types of events or occurrences under this policy. 2. If the provisions of this endorsement be- come applicable, such provisions: a. Supersede any terrorism endorsement already endorsed to this policy that ad- dresses "certified acts of terrorism" and/or "other acts of terrorism", but only with respect to an incident(s) of terrorism (however defined) which results in injury or damage that occurs on or after the date when the pro- visions of this endorsement become applicable (for claims made policies, such an endorsement is superseded only with respect to an incident of ter- rorism (however defined) that results in a claim for injury or damage first being made on or after the date when the provisions of this endorsement become applicable); and b. Remain applicable unless we notify you of changes in these provisions, in re- sponse to federal law. 3. If the provisions of this endorsement do NOT become applicable, any terrorism en- dorsement already endorsed to this policy, that addresses "certified acts of terrorism" and/or "other acts of terrorism", will con- tinue in effect unless we notify you of changes to that endorsement in response to federal law. CG 32 20 01 15 © Insurance Services Office, Inc., 2015 Page 1 of 2 B. The following definitions are added and apply 2. Radioactive material is released, and it ap- under this endorsement wherever the term pears that one purpose of the "terrorism" terrorism, or the phrase any injury or damage, was to release such material; or are enclosed in quotation marks: 3. The "terrorism" is carried out by means of 1. "Terrorism" means activities against per- the dispersal or application of pathogenic or sons, organizations or property of any na- poisonous biological or chemical materials; ture: or a. That involve the following or prepara- 4. Pathogenic or poisonous biological or tion for the following: chemical materials are released, and it (1) Use or threat of force or violence; appears that one purpose of the "terrorism" or was to release such materials; or (2) Commission or threat of a dan- 5. The total of insured damage to all types of gerous act; or property exceeds $25,000,000. In deter- mining whether the $25,000,000 threshold (3) Commission or threat of an act that is exceeded, we will include all insured interferes with or disrupts an elec- damage sustained by property of all per- tronic, communication, information, sons and entities affected by the "terror - or mechanical system; and ism" and business interruption losses sus- b. When one or both of the following ap- tained by owners or occupants of the plies: damaged property. For the purpose of this (1) The effect is to intimidate or coerce provision, insured damage means damage a government or the civilian popula- that is covered by any insurance plus tion or any segment thereof, or to damage that would be covered by any in - disrupt any segment of the econo- surance but for the application of any terrorism exclusions; or my; or (2) It appears that the intent is to in- 6. Fifty or more persons sustain death or timidate or coerce a government, or serious physical injury. For the purposes of to further political, ideological, reli- this provision, serious physical injury gious, social or economic objectives means: or to express (or express opposition a. Physical injury that involves a substan- to) a philosophy or ideology. tial risk of death; or 2. "Any injury or damage" means any injury b. Protracted and obvious physical disfig- or damage covered under any Coverage urement; or Part or Policy to which this endorsement is c. Protracted loss of or impairment of the applicable, and includes but is not limited function of a bodily member or organ. to "bodily injury", "property damage", "personal and advertising injury", "injury" Multiple incidents of "terrorism" which occur or "environmental damage" as may be de- within a 72-hour period and appear to be fined in any applicable Coverage Part or carried out in concert or to have a related pur- Policy. pose or common leadership will be deemed to be one incident, for the purpose of determining C. The following exclusion is added: whether the thresholds in Paragraphs C.S. or EXCLUSION OF TERRORISM C.6. are exceeded. We will not pay for "any injury or damage" With respect to this Exclusion, Paragraphs C.S. caused directly or indirectly by "terrorism", and C.6. describe the threshold used to mea- including action in hindering or defending sure the magnitude of an incident of "terror - against an actual or expected incident of ism" and the circumstances in which the "terrorism". But this exclusion applies only threshold will apply, for the purpose of when one or more of the following are attri- determining whether this Exclusion will apply buted to an incident of "terrorism": to that incident. When the Exclusion applies to 1. The "terrorism" is carried out by means of an incident of "terrorism", there is no coverage the dispersal or application of radioactive under this Coverage Part or Policy. material, or through the use of a nuclear The terms and limitations of any terrorism ex - weapon or device that involves or produces clusion, or the inapplicability or omission of a a nuclear reaction, nuclear radiation or terrorism exclusion, do not serve to create radioactive contamination; or coverage for injury or damage that is otherwise excluded under this Coverage Part. Page 2 of 2 ° Insurance Services Office, Inc., 2015 CG 32 20 01 15 COMMERCIAL GENERAL LIABILITY WN GL 02 07 10 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PUNITIVE DAMAGES EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2., Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability and Paragraph 2., Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability: Punitive Damages This insurance does not apply to punitive or exemplary damages. However, in the event an insured is alleged to be legally liable for both compensatory damages and punitive damages, if we provide a defense to the claim for compensatory damages, we will also provide a defense to the claim for punitive damages. WN GL 02 07 10 Includes copyrighted material of the Insurance Service Office, Inc., with its permission. Page 1 of 1 COMMERCIAL GENERAL LIABILITY WN GL 10 01 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION — LEAD LIABILITY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2., Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability and Paragraph 2., Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability: This insurance does not apply to "bodily injury", "property damage", or "personal and advertising injury" arising out of: 1. The actual, alleged, or threatened absorption, ingestion, or inhalation by any person of lead, lead based paint, or any other material or substance containing lead; 2. Any legal obligation of yours for indemni- fication or contribution due to damages arising out of the actual, alleged, or threatened absorption, ingestion, or inhalation by any person of lead, lead based paint, or any other material or substance containing lead; or 3. Any loss, cost or expense arising out of any governmental direction or request that you test for, monitor, cleanup, remove, abate, contain, treat or neutralize lead, paint containing lead, or any other substance or material containing lead. WN GL 10 01 04 Includes copyrighted material of the Insurance Service Office, Inc., with its permission. Page 1 of 1 COMMERCIAL GENERAL LIABILITY WN GL 15 12 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ASBESTOS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following exclusion is added to Para- graph 2., Exclusions of Section I — Cover- age A — Bodily Injury And Property Dam- age Liability: 2. Exclusions This insurance does not apply to: Asbestos a. "Bodily injury" arising, in whole or in part, out of the actual, alleged, threatened or suspected inhalation of, or ingestion of, exposure to, "as- bestos" or "asbestos containing products"; b. "Property damage" arising, in whole or in part, out of the actual, alleged, threatened or suspected contact with, exposure to, existence of, or presence of, "asbestos" in any form or "asbestos containing products", including the costs of remedial in- vestigations or feasibility studies, or to the costs of testing, monitoring, cleaning or removal of any property or substance; or c. Any loss, cost or expense arising, in whole or part, out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, de- toxifying, neutralizing, remediating or disposing of, or in any way re- sponding to or assessing the effects of, "asbestos" or any "asbestos con- taining products", by any insured or by any other person or entity. B. The following exclusion is added to Para- graph 2., Exclusions of Section I — Cover- age B — Personal And Advertising Injury Liability: 2. Exclusions This insurance does not apply to: Asbestos a. `Personal and advertising injury" arising, in whole or in part, out of the actual, alleged, threatened or sus- pected inhalation of, ingestion of, contact with, exposure to, existence of, or presence of, "asbestos" or "asbestos containing products"; b. Any loss, cost or expense arising, in whole or in part, out of the abating, testing for, monitoring, cleaning up, removing, containing, treating, de- toxifying, neutralizing, remediating or disposing of, or in any way re- sponding to or assessing the effects of, "asbestos" or "asbestos contain- ing products", by any insured or by any other person or entity. C. The following definitions are added to the Definitions Section: 1. "Asbestos" means asbestos or asbestos fibers, in any form, including but not lim- ited to, chrysotile, amosite, crocidolite, tremolite, anthophyllite, and actinolite, asbestos particles, asbestos dust or as- bestos compounds. 2. "Asbestos containing products" means any product in which "asbestos" is incor- porated or forms a part. WN GL 15 12 16 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 COMMERCIAL GENERAL LIABILITY WN GL 21 07 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ABUSE OR MOLESTATION EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2., Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability and Paragraph 2., Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of: 1. The actual or threatened abuse or molestation by anyone of any person, or 2. The negligent: a. Employment; b. Investigation; c. Supervision; d. Reporting to the proper authorities, or failure to so report; or e. Retention; of a person for whom any insured is or ever was legally responsible and whose conduct would be excluded by Paragraph 1. above. WN GL 21 07 14 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 COMMERCIAL GENERAL LIABILITY WN GL 36 07 15 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TOTAL LIQUOR LIABILITY EXCLUSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Exclusion c. Liquor Liability, of SECTION I — This exclusion applies even if the claims COVERAGES, COVERAGE A. BODILY against any insured allege negligence or INJURY AND PROPERTY DAMAGE other wrongdoing in: LIABILITY is replaced by the following: (a) The supervision, hiring, 2. Exclusions employment, training or This insurance does not apply to: monitoring of others by thatinsured; or c. Liquor liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence' which caused the "bodily injury" or "property damage', involved that which is described in Paragraph (1), (2) or (3) above. WN GL 36 07 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 WNGL7411 11 THIS IS A CLAIMS -MADE AND REPORTED COVERAGE ENDORSEMENT. EMPLOYMENT PRACTICES LIABILITY INSURANCE COVERAGE ENDORSEMENT Throughout this Coverage Endorsement (hereinafter referred to as "EPL Coverage Endorsement"), the words "you" and "your" refer to the "named insured(s)" shown in the Supplemental Declarations of this EPL Coverage Endorsement and any other person(s) or organization(s) qualifying as a "named insured" under this EPL Coverage Endorsement. 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 III. WHO IS AN INSURED. Other words and phrases that appear in "quotations" have special meaning. Refer to SECTION VII. DEFINITIONS. The terms and conditions of the Cancellation Clause of the Common Policy Conditions and any amendment to such terms incorporated by endorsement are hereby incorporated herein and shall apply to coverage as is afforded by this EPL Coverage Endorsement, unless specifically stated otherwise in an endorsement(s) attached hereto. SECTION I. WHAT IS COVERED A. Insuring Agreement 1. "We" shall pay those "losses" arising out of an "insured's" "wrongful employment act" (other than a "third party violation") against "your" "employees", "recognized volunteers" and applicants for employment to which this insurance applies. 2. If coverage for "third party violations" is shown on the Supplemental Declarations, then "we" shall pay those "losses" arising out of an "insured's" "third party violation". 3. For coverage to apply under this EPL Coverage Endorsement, the "wrongful employment act" must commence or take place after the Retroactive Date, but before the end of the "EPL coverage period". If no Retroactive Date appears on the Supplemental Declarations then the Retroactive Date shall be the date of organization of the "named insured." A "claim" or "suit" for a "wrongful employment act" must be first made against "you" during the "EPL coverage period" or Extended Reporting Periods (if applicable) and reported to "us" pursuant to the terms of this EPL Coverage Endorsement. 4. A "claim" or "suit" by a person or organization seeking damages will be deemed to have been made at the earlier of the following times: a. When written notice of such "claim" or "suit" is received and recorded by any "insured" or by "us", whichever comes first; B. Defense 1. "We" have the right and duty to defend and appoint an attorney to defend any "claim" or "suit" brought against any "insured" for a "wrongful employment act" to which this insurance applies, even if the "claim" or "suit" is groundless or fraudulent. At the time a "claim" or "suit" is first reported to "us", "you" may request that "we" appoint a defense attorney of "your" choice. "We" will give full consideration to any such request. 2. "We" have the right to investigate and settle any "claim" or "suit" that "we" believe is proper. "You" shall be entitled to consent to such settlement, provided "your" consent is not unreasonably withheld and is provided as soon as practicable. If "you" refuse to consent to any settlement that "we" recommend and that is acceptable to the claimant, then "our" liability under this EPL Coverage Endorsement for such "claim" or "suit" shall not exceed the amount for which we could have settled had "your" consent not been withheld at the time of "our" recommendation. "You" shall thereafter negotiate and defend that "claim" or "suit" at "your" own cost and without "our" involvement. 3. "We" shall pay all reasonable costs "we" ask the "insured" to incur while helping "us" investigate or defend a "claim" or "suit". "We", however, will not pay more than $250 per day for earnings lost by the "insured" because of time taken off from work. or When "we" make any settlement in 4. "We" shall pay premiums for appeal bonds, or bonds to release property being used to secure a accordance with the terms of this EPL legal obligation, for a covered "suit". "We" shall Coverage Endorsement. only pay, however, for bonds valued up to "our" EPL Aggregate Limit of Liability. "We" shall have no obligation to appeal or to obtain these bonds. WN GL 74 11 11 Page 1 of 9 5. Payments for "defense costs" are included within the EPL Aggregate Limit of Liability. They are not in addition to the EPL Aggregate Limit of Liability. "Our" duty to defend or to make payment of any "claim" or "suit" pursuant to Paragraphs 1 . through 4. of this Clause B., ends after the EPL Aggregate Limit of Liability has been exhausted by payment of "loss", including "defense costs". 6. "We" shall pay all interest on that amount of any judgment within the EPL Aggregate Limit of Liability: a. Which accrues after entry of judgment; and b. Before "we" pay, offer to pay, or deposit in court that part of the judgment within the EPL Aggregate Limit of Liability. These interest payments shall be in addition to and not part of the EPL Aggregate Limit of Liability. C. Transfer of Control 1. "You" may take over control of any outstanding "claim" or "suit" previously reported to "us", but only if "we", in "our" sole discretion, decide that you should, or if a court orders "you" to do so. 2. Notwithstanding Paragraph 1. of this Clause C., in all events, if the EPL Aggregate Limit of Liability is exhausted, "we" will notify "you" of all outstanding "claims" or "suits" and "you" will take over control of the defense. "We" will help transfer control of the "claims" and "suits" to "you ". 3. "We" shall take whatever steps are necessary to continue the defense of any outstanding "claim" or "suit" and avoid a default judgment during the transfer of control to "you". If "we" do so, "we" shall not waive or give up any of "our" rights. "You" shall pay all reasonable expenses "we" incur for taking such steps after the EPL Aggregate Limit of Liability is exhausted. SECTION II. EXCLUSIONS —WHAT IS NOT COVERED This insurance does not apply to: A. Criminal Acts Any liability arising out of any dishonest, fraudulent, criminal, or malicious act by or at the direction of any "insured". However, to the extent that a "claim" or "suit" is otherwise covered under this EPL Coverage Endorsement "we" will defend a "claim" or "suit" asserting a dishonest, fraudulent, criminal or malicious act until such time as the "insured" is determined to have committed such dishonest, fraudulent, criminal or malicious act; The "wrongful employment act(s)" of an "insured" shall not be imputed to any other "insured" for the purpose of determining the applicability of this Exclusion A.; B. "Property Damage" Any liability arising out of "property damage"; C. "Bodily Injury" Any liability arising out of "bodily injury"; D. Worker's Compensation, Social Security and Unemployment, Disability and Retirement Benefits Any liability arising out of any obligation pursuant to any worker's compensation, disability benefits, unemployment compensation, unemployment insurance, retirement benefits, social security benefits or similar law. This exclusion, however, shall not apply to "loss" arising from a "claim" or "suit" for "retaliation"; E. Contractual Liability Any liability arising out of any actual or alleged contractual liability of any "insured" under any express contract or agreement. This exclusion, however, shall not apply to any liability the "insured" would have in the absence of such express contract or agreement; F. ERISA, FLSA, NLRA, WARN, COBRA, and OSHA Any liability for violation(s) of any of the responsibilities, obligations or duties imposed by the Employee Retirement Income Security Act of 1974 (ERISA), the Fair Labor Standards Act (FLSA) (except the Equal Pay Act), the National Labor Relations Act (NLRA), the Worker Adjustment and Retraining Notification Act (WARN), the Consolidated Omnibus Budget Reconciliation Act (COBRA), the Occupational Safety and Health Act (OSHA), any rules or regulations of the foregoing promulgated thereunder, and amendments thereto or any similar federal, state, local or foreign statutory law or common law. It is acknowledged that "claims" and "suits" for violation(s) of any of the responsibilities, obligations or duties imposed by "similar federal, state, local or foreign statutory law or common law," as such quoted language is used in the immediately -preceding paragraph, include, without limitation, any and all "claims" and "suits" which in whole or in part allege, arise out of, are based upon, are attributable to, or are in any way related to any of the circumstances described in any of the following: 1. The refusal, failure or inability of any "insured(s)" to pay wages or overtime pay (or amounts representing such wages or overtime pay) for services rendered or time spent in connection with work related activities (as opposed to tort -based back pay or front pay damages for torts other than conversion); 2. Improper deductions from pay taken by any "insured(s)" from any "employee(s)" or purported employee(s); or WNGL741111 Page 2of9 3. Failure to provide or enforce legally required meal C. Partnership or Joint Venture or rest break periods; If "you" are shown in the Supplemental Declarations Notwithstanding the foregoing, this Exclusion F. of this EPL Coverage Endorsement as a partnership shall not apply to the extent that a "claim" or "suit" or joint venture, "you" are an "insured". "Your" is for "retaliation"; members, partners or co -venturers and their spouses or "Domestic Partners" are also "insureds", but only G. Prior Knowledge for the conduct of "your" business. Any liability arising out of incidents, circumstances D. Limited Liability Company or "wrongful employment acts", which an "insured": 1. Had knowledge of; or 2. Could have reasonably foreseen might result in a "claim" or "suit" and which were known to the "insured" prior to the effective date of this EPL Coverage Endorsement or the first EPL Coverage Endorsement issued by "us" of which this EPL Coverage Endorsement is an uninterrupted renewal; H. Prior Notice Any liability arising out of the facts alleged, or to the same or "related wrongful employment acts" alleged or contained in any "claim" or "suit" which has been reported, or in any circumstances of which notice has been given, under any policy of which this EPL Coverage Endorsement is a renewal or replacement or which it may succeed in time; I. Prior Litigation Any liability arising out of any prior: 1. Litigation; or 2. Administrative or regulatory proceeding or investigation of which an "insured" had notice, or alleging the same or "related wrongful employment acts" alleged or contained in such pending or prior litigation or administrative or regulatory proceeding or investigation which the "insured" had knowledge of prior to the effective date of this EPL Coverage Endorsement or the first EPL Coverage Endorsement issued by "us" of which this EPL Coverage Endorsement is an uninterrupted renewal. SECTION III. WHO IS AN INSURED A. Individual If "you" are shown in the Supplemental Declarations of this EPL Coverage Endorsement as an individual, "you" and "your" spouse or "Domestic Partner" are "insureds", only for the conduct of a business of which "you" are the sole owner. B. Corporation If "you" are shown in the Supplemental Declarations of this EPL Coverage Endorsement as a corporation or organization other than a partnership, joint venture, or limited liability company, "you" and "your" "subsidiaries" are "insureds". If "you" are shown in the Supplemental Declarations of this EPL Coverage Endorsement as 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. E. Trusts If "you" are shown in the Supplemental Declarations of this EPL Coverage Endorsement as a trust, "you" are an "insured". "Your" trustees are also "insureds", but only with respect to their duties as trustees. "Employees" "Your" "employees", executive officers and directors are "insureds", only for the conduct of "your" business within the scope of their employment or their duties as executive officers or directors. G. Extensions Subject otherwise to the terms hereof, this EPL Coverage Endorsement shall cover "loss" arising from any "claims" or "suits" made against the estates, heirs, or legal representative of deceased individual "insureds", and the legal representatives of individual "insureds", in the event of incompetency, who were individual "insureds" at the time the "wrongful employment acts", upon which such "claims" or "suits" are based, were committed. 2. Subject otherwise to the terms hereof, this EPL Coverage Endorsement shall cover "loss" arising from all "claims" and "suits" made against the lawful spouse (whether such status is derived by reason of statutory law, common law or otherwise of any applicable jurisdiction in the world) or "Domestic Partner" of an individual "insured", including a "claim" or "suit" that seeks damages recoverable from marital community property, property jointly held by the individual "insured" and the spouse or "Domestic Partner", or property transferred from the individual "insured" to the spouse or "Domestic Partner"; provided, however, that this extension shall not afford coverage for a "claim" or "suit" arising out of any "wrongful employment act" of the spouse or "Domestic Partner", but shall apply only to "claims" or "suits" arising out of any "wrongful employment acts" of an individual "insured", subject to this EPL Coverage Endorsement's terms, conditions and exclusions. WNGL741111 Page 3of9 SECTION IV. LIMIT OF LIABILITY (including "defense costs") A B The EPL Aggregate Limit of Liability shown in the Supplemental Declarations of this EPL Coverage Endorsement and the information contained in this section limits the most "we" shall pay for all "loss" (other than post -judgment interest described in Section I., Clause B., Paragraph 6.) arising out of "claims" and "suits" first made against "insureds" during the "EPL coverage period" or Extended Reporting Periods (if applicable), regardless of: 1. The number of persons or organizations covered by this EPL Coverage Endorsement; or 2. The number of "claims" made or "suits" brought; or 3. The length of the "EPL coverage period" The EPL Aggregate Limit of Liability is the most "we" shall pay for all "losses" (other than post -judgment interest described in Section I., Clause B., Paragraph 6.), including amounts incurred for "defense costs". C. The EPL Aggregate Limit of Liability for the Extended Reporting Periods (if applicable) shall be part of, and not in addition to the EPL Aggregate Limit of Liability for the "EPL coverage period". IC E. All "claims" and "suits" arising from the same or "related wrongful employment acts" shall be treated as arising out of a single "wrongful employment act". All "claims" or "suits" arising out of one "wrongful employment act" shall be deemed to be made on the date that the first such "claim" is made or "suit" is brought. All "claims" asserted in a "class action suit" will be treated as arising out of a single "wrongful employment act". Any "claim" or "suit" which is made subsequent to the "EPL coverage period" or Extended Reporting Periods (if applicable) which, pursuant to Section VI., Clause D., Paragraphs 3. and 4. is considered made during the "EPL coverage period" or Extended Reporting Periods (if applicable) shall also be subject to the one EPL Aggregate Limit of Liability stated in the Supplemental Declarations of this EPL Coverage Endorsement. SECTION V. DEDUCTIBLE "You" shall be responsible for the deductible amount shown in the Supplemental Declarations of this EPL Coverage Endorsement with respect to each "claim" and "suit" and "you" may not insure against it. A single deductible amount shall apply to "loss" arising from all "claims" and "suits" alleging the same "wrongful employment act" or "related wrongful employment acts". Expenses "we" incur in investigating, defending and settling "claims" and "suits" are included in the deductible. The deductible is not included within the EPL Aggregate Limit of Liability. At our option, "we" may pay any part or all of the EPL 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 that has been paid by "us". SECTION VI. CONDITIONS "We" have no duty to provide coverage under this EPL Coverage Endorsement, unless there has been full compliance with all the Conditions contained in this EPL Coverage Endorsement. A. Assignment The interest of any "insured" is not assignable. "You" cannot assign or transfer "your" interest in this EPL Coverage Endorsement without "our" written consent attached to the EPL Coverage Endorsement. B. Bankruptcy or Insolvency "Your" bankruptcy, insolvency or inability to pay, will not relieve "us" from the payment of any "claim" or "suit" covered by this EPL Coverage Endorsement. Under no circumstances will "your" bankruptcy, insolvency, or inability to pay require "us" to drop down, in any way replace, or assume any of "your" obligations with respect to the Deductible provisions of this EPL Coverage Endorsement. C. Coverage Territory "We" cover "wrongful employment acts" anywhere in the world, but only if the "claim" is made and the "suit" is brought for such "wrongful employment act" in the United States of America, its territories and possessions, Puerto Rico, or Canada. WN GL 74 11 11 Page 4 of 9 D. Duties in the Event of an Incident, "Claim" or "Suit" 5. "You" and any other "insured" must: 1. If, during the "EPL coverage period", incidents or events occur which "you" reasonably believe may give rise to a "claim" or "suit" for which coverage may be provided hereunder, such belief being based upon either written notice from the potential claimant or the potential claimant's representative; or notice of a complaint filed with EEOC, DOL or OFCCP (or similar federal, state or local agency); or upon an oral "claim", allegation or threat, "you" shall give written notice to "us" as soon as practicable and either: a. Anytime during the "EPL coverage period"; or b. Anytime during the Extended Reporting Periods (if applicable). 2. If a "claim" is made or a "suit" is brought against any "insured", "you" must: a. Immediately record the specifics of the "claim" or "suit" and the date received; and b. Provide "us" with written notice, as described in Paragraph 3. of this Clause D., as soon as practicable. a. Immediately send "us" copies of any demands, notices, summonses or legal papers received in connection with any "claim" or "suit"; b. Authorize "us" to obtain records and other information; c. Cooperate with "us" in the investigation, settlement or defense of the "claim" or "suit"; d. Assist "us", upon "our" request, in the enforcement of any right against any person or organization which may be liable to the "insured" because of injury or damage to which this insurance may also apply; e. Take no action, or fail to take any required action, that prejudices the rights of the "insureds" or "us" with respect to such "claim" or "suit". 6. No "insureds" will, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense without "our" prior written consent. 3. Such written notice of "claim" or "suit" shall E. Transfer of Rights of Recovery Against Others to contain: "Us" a. The identity of the person(s) alleging a "wrongful employment act"; b. The identity of the "insured(s)" who allegedly were involved in the incidents or events; c. The date the alleged incidents or events took place; and d. The written notice or a memorandum of the oral "claim", allegation or threat referred to above. If written notice is given to "us" during the "EPL coverage period" or Extended Reporting Periods (if applicable), pursuant to the above requirements, then any "claim" or "suit" which is subsequently made against any "insureds" and reported to "us" alleging, arising out of, based upon or attributable to such circumstances or alleging any "related wrongful employment act" to such circumstances, shall be considered made at the time such notice of such circumstances was first given. 4. If "you" submit written notice of a "claim" or "suit", pursuant to this Clause D., then any "claim" or "suit" that may subsequently be made against an "insured" and reported to "us" alleging the same or a "related wrongful employment act" to the "claim" or "suit" for which such notice has been given shall be deemed, for the purpose of this insurance, to have been first made during the "EPL coverage period" or Extended Reporting Period (if applicable) in effect at the time such written notice was first submitted to "us". "You" may be able to recover all or part of a "loss" from someone other than "us". "You", therefore, shall do all that is possible after a "loss" to preserve any such right of recovery. If "we" make a payment under this EPL Coverage Endorsement, that right of recovery shall belong to "us". "You" shall do whatever is necessary, including signing documents, to help "us" obtain that recovery. F. Extended Reporting Periods 1. You shall have the right to the Extended Reporting Periods described in Paragraph 2. of this Clause F., in the event that: a. "You" or "we" shall cancel this EPL Coverage Endorsement; b. "You" or "we" shall refuse to renew this EPL Coverage Endorsement; or c. "We" renew this EPL Coverage Endorsement on an other than a claims -made basis or with a Retroactive Date later than the Retroactive Date shown on the Supplemental Declarations of this EPL Coverage Endorsement; 2. If an event as specified in Paragraph 1. of this Clause F. has occurred, "you" shall have the right to the following: WNGL741111 Page 5of9 a. An Automatic Extended Reporting Period of thirty (30) days after the effective date of cancellation or nonrenewal at no additional premium in which to give to "us" written notice of "claims" first made or "suits" first brought against the "insureds" during said Automatic Extended Reporting Period for any "wrongful employment acts" occurring before the end of the "EPL coverage period" and are otherwise covered by this EPL Coverage Endorsement; and Upon payment of an additional premium of 100% of the full annual premium applicable to this EPL Coverage Endorsement, a Supplemental Extended Reporting Period of one (1) year immediately following the effective date of cancellation or nonrenewal in which to give to "us" written notice of "claims" first made or "suits" first brought against the "insureds" during said Supplemental Extended Reporting Period for any "wrongful employment acts" occurring before the end of the "EPL coverage period" and are otherwise covered by this EPL Coverage Endorsement. To obtain the Supplemental Extended Reporting Period, "you" must request it in writing and pay the additional premium due, within thirty (30) days of the effective date of cancellation or nonrenewal. The additional premium for the Supplemental Extended Reporting Period shall be fully earned at the inception of the Supplemental Extended Reporting Period. If "we" do not receive the written request as required, "you" may not exercise this right at a later date. This insurance, provided during the Supplemental Extended Reporting Period, is excess over any other valid and collectible insurance that begins or continues in effect after the Supplemental Extended Reporting Period becomes effective, whether the other insurance applies on a primary, excess, contingent, or any other basis. G. Change in Control of "Named Insured" In the event of a "Transaction" then this EPL Coverage Endorsement shall continue in full force and effect as to "wrongful employment acts" occurring prior to the effective time of the "Transaction", but there shall be no coverage afforded by any provision of this EPL Coverage Endorsement for any actual or alleged "wrongful employment acts" occurring after the effective time of the "Transaction". This EPL Coverage Endorsement may not be cancelled after the effective time of the "Transaction" and the entire premium for this EPL Coverage Endorsement shall be deemed earned as of such time. "You" shall also have the right to the Extended Reporting Periods described in Clause F. of this Section VI. "You" shall give "us" written notice of the "Transaction" as soon as practicable, but not later than thirty (30) days after the effective date of the "Transaction". H. Legal Action Against "Us" No person or organization has the right to join "us" as a party or otherwise bring "us" into a "suit" asking for damages from an "insured". I. Other Insurance Unless expressly written to be excess over other applicable insurance, it is intended that the insurance provided by this EPL Coverage Endorsement shall be primary. EPL Coverage Endorsement Changes This EPL Coverage Endorsement contains all the agreements between "you" and "us" concerning this insurance. The first "named insured" in the Supplemental Declarations of this EPL Coverage Endorsement is authorized to request changes in this EPL Coverage Endorsement. This EPL Coverage Endorsement can only be changed by a written endorsement "we" issue and make part of this EPL Coverage Endorsement. K. Representations Any and all relevant provisions of this EPL Coverage Endorsement may be voidable by "us" in any case of fraud, intentional concealment, or misrepresentation of material fact by any "insured". Special Rights and Duties of the First "Named Insured" "You" agree that when there is more than one person and/or entity covered under this EPL Coverage Endorsement, the first "named insured" in the Supplemental Declarations of this EPL Coverage Endorsement shall act on behalf of all "insureds" as to: 1. Giving of notice of a "claim" or "suit"; 2. Giving and receiving notice of cancellation or nonrenewal; 3. Payment of premiums and receipt of return premiums; 4. Acceptance of any endorsements issued to form a part of this EPL Coverage Endorsement; or 5. Purchasing or deciding not to purchase the Supplemental Extended Reporting Period. M. Separation of Insureds Except with respect to the EPL Aggregate Limit of Liability and any rights or duties specifically assigned to the first "named insured" in Clause M. of this Section VI, this insurance applies: 1. As if each "named insured" were the only "named insured"; and 2. Separately to each insured against whom a "claim" or "suit" is made. WNGL741111 Page 6of9 N. Tie -In of Limits As respects any "claim" or "suit" in which at least one person/entity claimed against is an "insured" under this EPL Coverage Endorsement and at least one person/entity claimed against is an insured under any other EPL Coverage Endorsement issued to "you" by "us" (the "Other Policy"), the combined EPL Aggregate Limit of Liability under both this EPL Coverage Endorsement and the "Other Policy" for all "losses" arising from such "claims" or "suits" combined shall not exceed the highest applicable limit of insurance under either this EPL Coverage Endorsement or the "Other Policy". This limitation shall apply even if both this EPL Coverage Endorsement and the "Other Policy" have been triggered due to a "claim" or "suit" made against the same person/entity but alleging "wrongful employment acts" both in his, her or its capacity as an insured under the "Other Policy" and as an "insured" under this EPL Coverage Endorsement. O. Headings The descriptions in the headings of this EPL Coverage Endorsement are solely for convenience, and form no part of the terms and conditions of coverage. SECTION VII. DEFINITIONS A. "Bodily injury" means physical injury, sickness, or disease, including death resulting therefrom. B. "Claim" means a written demand for monetary and non -monetary relief (including any request to toll or waive any statute of limitations). The term "claim" shall also mean an Equal Employment Opportunity Commission (EEOC), Department of Labor (DOL) or Office of Federal Contract Compliance Program (OFCCP) (or similar federal, state or local agency) proceeding or investigation commenced by the filing of a notice of charges, service of a complaint or similar document of which notice has been given to "you". However, in no event, shall the term "claim" include any labor or grievance proceeding, which is subject to a collective bargaining agreement. C. "Class action suit" means any suit seeking certification or certified as a class action by a federal or state court. D. "Defense costs" means reasonable and necessary fees, costs and expenses consented to by "us" resulting solely from the investigation, adjustment, defense and appeal of a "claim" or "suit" against "you". In no event shall "defense costs" include "your" or "our" routine on -going expenses, including, without limitation, the salaries of "your" or "our" "employees", officers or staff attorneys. E. "Domestic partner" means any natural person legally recognized as a domestic or civil union partner under: 1. The provisions of any applicable federal, state or local law; or 2. The provisions of any formal program established by "you". F. "Employee" means an individual whose labor or service is engaged by and directed by "you" for remuneration, whether such individual is in a supervisory, co-worker or subordinate position or otherwise, including any part-time, seasonal, and temporary "employees". An individual who is an independent contractor or leased to "you" shall also be an "employee". Independent contractors who do not provide ongoing and routine services solely for "you" shall not be considered "employees", including but not limited to independent trade contractors (e.g. plumber, electrician). G. "EPL coverage period" means the period commencing on the effective date shown in the Supplemental Declarations of this EPL Coverage Endorsement. This period ends on the earlier of the expiration date or the effective date of cancellation of this EPL Coverage Endorsement. If "you" became an "insured" under this EPL Coverage Endorsement after the effective date, the "EPL coverage period" begins on the date "you" became an "insured". H. "Loss(es)" means monetary amounts to which this insurance applies and which "you" are legally obligated to pay (including front pay and back pay), judgments, settlements, pre- and post -judgment interest on that part of any judgment paid by "us", statutory attorney fees, and "defense costs"; however, "loss" shall not include: 1. Civil or criminal fines or penalties imposed by law; 2. Taxes; 3. Employment related benefits, stock options, perquisites, deferred compensation or any other type of compensation other than salary, wages or bonus compensation; 4. Any liability or costs incurred by any "insured" to modify any building or property in order to make said building or property more accessible or accommodating to any disabled person, or any liability or costs incurred in connection with any educational, sensitivity or other corporate program, policy or seminar; or 5. Matters which may be deemed uninsurable under the law pursuant to which this EPL Coverage Endorsement shall be construed. Where permitted by law, "loss" shall include punitive or exemplary damages imposed upon any "insured" (subject to the policy's other terms, conditions and exclusions). "Named insured" means the person or organization designated in the Supplemental Declarations page of this EPL Coverage Endorsement. WNGL741111 Page 7of9 J. "Property damage" means physical injury to, or destruction of, tangible property including the loss of use thereof, or loss of use of tangible property, which has not been physically injured or destroyed. K. "Recognized volunteer" means an uncompensated individual who volunteers labor or services to "you", but only when performing such labor or services at the request of and under the direction of "you". "Related wrongful employment act(s)" means "wrongful employment acts" which are the same, related or continuous, or "wrongful employment acts" which arise from a common nucleus of facts. "Claims" or "suits" can allege "related wrongful employment acts", regardless of whether such "claims" or "suits" involve the same or different claimants, "insureds" or legal causes of actions. M. "Retaliation" means a "wrongful employment act" of an "insured" alleged to be in response to, the actual or attempted exercise by an "employee" of any right that such "employee" has under the law. Provided, however, "retaliation" shall not include the "wrongful employment act" of an "insured" alleged to be in response to the threat of or the actual filing of any claim or suit under the Federal False Claims Act or any other federal, state, local or foreign 11whistleblower law". N. "Subsidiary" means: 1. Any for -profit organization which, on or before the inception of the "EPL coverage period", is more than fifty (50%) percent owned by the "named insured", either directly or indirectly through one or more of its "subsidiaries"; or 2. A for -profit organization which becomes a "subsidiary" during the "EPL coverage period", but only upon the condition that within ninety (90) days of its becoming a "subsidiary", the "named insured" shall have provided "us" with full particulars of the new "subsidiary" and agreed to any additional premium or amendment of the provisions of this EPL Coverage Endorsement required by "us" relating to such new "subsidiary". Further, coverage as shall be afforded to the new "subsidiary" is conditioned upon the "named insured" paying when due any additional premium required by "us" relating to such new "subsidiary". An organization becomes a "subsidiary" when the "named insured" owns more than fifty (50%) percent ownership interest in such "subsidiary", either directly, or indirectly through one or more of its "subsidiaries". An organization ceases to be a "subsidiary" when the "named insured" ceases to own more than a fifty (50%) percent ownership in such "subsidiary", either directly, or indirectly through one or more of its "subsidiaries". In all events, coverage as is afforded under this EPL Coverage Endorsement with respect to a "claim" made or "suit" brought against any "subsidiary" or an "insured" of any "subsidiary", shall only apply to "wrongful employment act(s)" commenced or allegedly commenced after the effective time that such "subsidiary" became a "subsidiary", and prior to the time that such "subsidiary" ceased to be a "subsidiary". O. "Suit" means a civil proceeding or an administrative proceeding seeking money damages, and includes an arbitration, mediation or any other alternative dispute resolution procedure seeking such damages, to which the "insured" must submit or may submit with "our" consent. "Suit" shall not include any civil proceeding or administrative proceeding arising from any labor or grievance dispute which is subject to a collective bargaining agreement. P. "Third party violation" means any actual or alleged discrimination or sexual harassment against "your" customers, vendors or clients. "Third party violation" shall also include any of the following as it relates to such discrimination or sexual harassment: 1. Violation of an individual's civil rights; 2. Libel; 3. Slander; 4. Humiliation; 5. Mental anguish; 6. Infliction of emotional distress; 7. Defamation; or 8. Invasion of privacy; Q. "Transaction" means any of the following that occur during the "EPL coverage period": 1. The "named insured" shall consolidate with or merge into, or sell all or substantially all of its assets to any other person or entity or group of persons or entities acting in concert; or 2. Any person or entity or group of persons or entities acting in concert shall acquire an amount of the outstanding securities representing more than fifty (50%) percent of the voting power for the election of directors or General Partners of the "named insured" (in the event the "named insured" is a Partnership), or acquires the voting rights of such an amount of such securities; or 3. A General Partner of the "named insured" (in the event the "named insured" is a partnership) withdraws, resigns or is terminated; WNGL741111 Page 8of9 R. "Whistleblower law" means a statute, rule or regulation, which protects an employee against discrimination from his or her employer, if the employee discloses or threatens to disclose to a superior or any governmental agency; or who gives testimony relating to, any action with respect to the employer's operations, which may be a violation of public policy as reflected in legislation, administrative rules, regulations or decisions, judicial decisions, and professional codes of ethics. S. "Wrongful employment act(s)" means any actual or alleged: 1. Wrongful dismissal, discharge or termination (either actual or constructive), including breach of an implied contract; 2. Harassment or coercion (including sexual harassment, whether quid pro quo, hostile work environment or otherwise); 6. Employment -related libel, slander, humiliation, mental anguish, infliction of emotional distress, defamation, or invasion of privacy; 7. Wrongful failure to employ or promote; 8. Wrongful deprivation of career opportunity, wrongful demotion or negligent "employee" evaluation, including the giving of negative or defamatory statements in connection with an "employee" reference; 9. Wrongful discipline; 10. Failure to provide or enforce adequate or consistent corporate policies and procedures relating to any "wrongful employment act"; 11. Negligent supervision or hiring by an "insured", relating to any of the above; 12. 3. Discrimination (including but not limited to 13 discrimination based upon age, gender, race, color, national origin, religion, sexual orientation or preference, pregnancy or disability); 4. "Retaliation" (including lockouts); 5. Employment -related misrepresentation(s) to "your" "employee" or applicant for employment with "you"; Violation of an individual's civil rights relating to any of the above; or "Third party violations", but only if coverage for "third party violations" is shown on the Supplemental Declarations. WNGL741111 Page 9of9 VAL1Ke11W131fiifl THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WASHINGTON CHANGES This endorsement modifies insurance provided under the following: EMPLOYMENT PRACTICES LIABILITY INSURANCE COVERAGE ENDORSEMENT SECTION VI. CONDITIONS is amended as fol- lows: 1. Clause E. Transfer Of Rights Of Recovery Against Others To "Us" is replaced by the following: E. Transfer Of Rights Of Recovery Against Others To "Us" "You" may be able to recover all or part of a "loss" from someone other than "us". "You", therefore, shall do all that is possible after a "loss" to preserve any such right of recovery. If "we" make a payment under this EPL Coverage En- dorsement, that right of recovery shall belong to "us" to the extent of "our" payment. "You" shall do whatever is necessary, including signing documents, to help "us" obtain that recovery. 2. Clause L. Special Rights and Duties Of the "Named Insured", Paragraph 2. is replaced by the following: 2. Giving and receiving notice of cancella- tion or nonrenewal, provided, however, in the event of a cancellation by "us", "we" will notify all "named insureds" in the Supplemental Declarations; WN GL 79 11 11 Page 1 of 1 COMMERCIAL GENERAL LIABILITY WN GL 104 03 16 Cyber Liability Insurance Endorsement (Claims -Made and Reported Coverage) Effective Date: Expiration Date: NOTICE REGARDING DEFENSE COSTS INCLUDED WITHIN THE LIMIT OF LIABILITY The limits of liability for the coverage provided under this Endorsement are specified in the Cyber Liability Schedule of Limits ("the Schedule") shown below. Such limits are in addition to, and will not reduce, the limits of liability provided elsewhere under the Policy. Any "defense costs" paid under this Endorsement will reduce the available limits of insurance and may exhaust them completely. CYBER LIABILITY SCHEDULE OF LIMITS Coverage Limits Mulitmedia Liability Coverage $ Each "claim" Security and Privacy Liability Coverage $ Each "claim" Privacy Regulatory Defense and Penalties Coverage $ Each "claim" Privacy Breach Response Costs, Notification Expenses and Customer Support and Credit Monitoring Expenses Coverage $ Each "claim" Network Asset Protection Coverage $ Each "claim" Cyber Extortion Coverage $ Each "claim" Cyber Terrorism Coverage $ Each "claim" BrandGuardTM Coverage $ Each "claim" PCI DSS Assessment Coverage $ Each "claim" Aggregate Limit $ Information to complete this Schedule, if not shown above, will be shown in the Cyber Liability Endorsement Supplemental Declarations. This Endorsement provides Claims -Made and Reported Coverage. Various provisions in this Endorsement re- strict coverage. Read the entire Endorsement carefully to determine "your" rights and duties and what is and is not covered. All words and phrases in this Endorsement that appear in "quotations" have the meanings set forth in Section V of this Endorsement. To the extent any words or phrases used in this Endorsement are defined elsewhere in the Policy, such definitions provided elsewhere do not apply to give meaning to the words or phrases used in this Endorsement. WN GL 104 03 16 Page 1 of 20 SECTION I — COVERAGE AGREEMENTS In consideration of the premium paid and subject to all terms, conditions, definitions, exclusions and other provisions of this Endorsement, we agree as follows: A. MULTIMEDIA LIABILITY COVERAGE Subject to the limits of liability specified in the Schedule, we will pay: (1) "Damages" which an "insured" becomes le- gally obligated to pay, and (2) "Defense costs", resulting from a "claim" for an actual or alleged ,'multimedia peril(s)", provided that: (1) Such "claim" is first made against the "in- sured" during the "endorsement period"; (2) The "insured" reports such "claim" in writing to us no later than sixty (60) days after the "claim" is first made against the "insured"; and (3) The "multimedia peril(s)" takes place or first commences on or after the "retroactive date". B. SECURITY AND PRIVACY LIABILITY COVER- AGE Subject to the limits of liability specified in the Schedule, we will pay: (1) "Damages" which an "insured" becomes le- gally obligated to pay; and (2) "Defense costs", resulting from a "claim" for an actual or alleged "security and privacy wrongful act", provided that: (1) Such "claim" is first made against the "in- sured" during the "endorsement period"; (2) The "insured" reports such "claim" in writing to us no later than sixty (60) days after the "claim" is first made against the "insured"; and (3) The "security and privacy wrongful act" takes place or first commences on or after the "retroactive date". C. PRIVACY REGULATORY DEFENSE AND PENALTIES COVERAGE Subject to the limits of liability specified in the Schedule, we will pay: (1) "Regulatory fines and penalties" and/or any "regulatory compensatory award" which an "insured" becomes legally obligated to pay; and (2) "Defense costs", directly resulting from a "claim" for an actual or alleged "security breach" or "privacy breach", provided that: (1) Such "claim" is first made against the "in- sured" during the "endorsement period"; (2) The "insured" reports such "claim" in writing to us no later than sixty (60) days after the "claim" is first made against the "insured"; and (3) The "security breach" or "privacy breach" takes place or first commences on or after the "retroactive date". D. PRIVACY BREACH RESPONSE COSTS, NO- TIFICATION EXPENSES, AND CUSTOMER SUPPORT AND CREDIT MONITORING EX- PENSES COVERAGE Subject to the limits of liability specified in the Schedule, we will pay reasonable "privacy breach response costs", "notification expenses", and/or "customer support and credit monitoring expenses" which "you" incur during the "endorsement period" as a direct result of an "adverse media report", "security breach" or "privacy breach", provided that: (1) The "adverse media report", "security breach" or "privacy breach" takes place or first commences on or after the "retroactive date'; and (2) "You" report the "adverse media report", "security breach" or "privacy breach" in writ- ing to us during the "endorsement period", but no later than sixty (60) days from the date an "insured" first discovers the "ad- verse media report', "security breach" or "privacy breach". E. NETWORK ASSET PROTECTION COVER- AGE (1) Loss of Digital Assets Subject to the limits of liability specified in the Schedule, we will reimburse "you" for "digital assets loss" and/or "special ex- penses" which "you" incur during the "en- dorsement period" as a direct result of damage, alteration, corruption, distortion, theft, misuse, or destruction of "digital as- sets", provided that: (a) Such damage, alteration, corruption, distortion, theft, misuse, or destruction of "digital assets" is directly caused by a "covered cause of loss"; (b) The "covered cause of loss" takes place or first commences on or after the "retroactive date"; WN GL 104 03 16 Page 2 of 20 (c) "You" report the "covered cause of loss" in writing to us during the "en- dorsement period", but no later than sixty (60) days from the date an "in- sured" first discovers the "covered cause of loss"; and (d) "You" provide clear evidence that the "digital assets loss" and/or "special ex- penses" directly resulted from the "cov- ered cause of loss". We will pay "digital assets loss" and/or "special expenses" for a period of up to twelve (12) months following the discovery of the damage, alteration, corruption, dis- tortion, theft, misuse, or destruction of "digi- tal assets". (2) Non -Physical Business Interruption and Ex- tra Expense Subject to the limits of liability specified in the Schedule, we will reimburse "you" for "income loss", "interruption expenses" and/or "special expenses" which "you" incur during the "period of restoration", but after the "waiting period", as a direct result of a total or partial interruption, degradation in service or failure of an "insured computer system", provided that: (a) Such total or partial interruption, degra- dation in service or failure of the "in- sured computer system" is directly caused by a "covered cause of loss"; (b) The "covered cause of loss" takes place or first commences on or after the "retroactive date"; (c) "You" report the "covered cause of loss" in writing to us during the "en- dorsement period", but no later than sixty (60) days from the date an "in- sured" first discovers the "covered cause of loss"; and (d) "You" provide clear evidence that the "income loss", "interruption expenses" and/or "special expenses" directly re- sulted from the "covered cause of loss". F. CYBER EXTORTION COVERAGE Subject to the limits of liability specified in the Schedule, we will reimburse "you" for "cyber ex- tortion expenses" and/or "cyber extortion monies" that "you" pay as a direct result of a "cyber extortion threat", including a demand for "cyber extortion monies", provided that: (1) Such "cyber extortion threat" is first made against an "insured" on or after the "retro- active date"; (2) "You" provide clear evidence that the "cyber extortion expenses" and/or "cyber extortion monies" directly resulted from the "cyber extortion threat"; and (3) "You" report the "cyber extortion threat" in writing to us during the "endorsement peri- od", but no later than sixty (60) days from the date the "cyber extortion threat" is made against an "insured". "Cyber extortion expenses" and/or "cyber extor- tion monies" shall not be paid without our prior consultation and written authorization. "You" must make every reasonable effort to notify the local law enforcement authorities and the Fed- eral Bureau of Investigation or similar equiva- lent foreign agency before surrendering any "cyber extortion monies" in response to a "cyber extortion threat". G. CYBER TERRORISM COVERAGE Subject to the limits of liability specified in the Schedule, we will reimburse "you" for "income loss", "interruption expenses", and/or "special expenses" which "you" incur during the "period of restoration", but after the "waiting period", as a direct result of a total or partial interruption, degradation in service, or failure of an "insured computer system", provided that: (1) Such total or partial interruption, degrada- tion in service, or failure of the "insured computer system" is directly caused by an "act of cyber terrorism"; (2) The "act of cyber terrorism" takes place or first commences on or after the "retroactive date", (3) "You" report the "act of cyber terrorism" in writing to us during the "endorsement peri- od", but no later than sixty (60) days from the date an "insured" first discovers the "act of cyber terrorism"; and (4) "You" provide clear evidence that the "in- come loss", "interruption expenses" and/or "special expenses" directly resulted from the "act of cyber terrorism". H. BRANDGUARD COVERAGE Subject to the limits of liability specified in the Schedule, we will reimburse "you" for "your" provable and ascertainable "brand loss", which "you" sustain during the "period of indemnity", but after the "waiting period", as a direct result of an "adverse media report" or "notification", provided that: (1) The "adverse media report" or "notification" results from a "privacy breach" or "security breach" that takes place or first commen- ces on or after the "retroactive date"; WN GL 104 03 16 Page 3 of 20 (2) "You" report the "brand loss" in writing to us during the "endorsement period", but no lat- er than sixty (60) days from the date "you" first discover the actual or potential "brand loss'; and (3) "You" provide clear evidence that the "brand loss" directly resulted from the "ad- verse media report" or "notification". I. PCI DSS ASSESSMENT COVERAGE Subject to the limits of liability specified in the Schedule, we will pay: (1) A "PCI DSS assessment" which an "in- sured" becomes legally obligated to pay; and (2) "Defense costs", resulting from a "claim" for an actual or alleged "security breach" or "privacy breach", provided that: (1) Such "claim" is first made against the "in- sured" during the "endorsement period"; (2) The "insured" reports the "claim" in writing to us no later than sixty (60) days after the "claim" is first made against the "insured"; and (3) The entirety of the "security breach" or "pri- vacy breach" takes places or first commen- ces on or after the "retroactive date". SECTION II — DEFENSE, INVESTIGATION, AND SETTLEMENT We will have the right and duty to defend: A. Any "claim" for "damages" covered under Cov- erage Agreement A or Coverage Agreement B; or B. Any "claim" for "regulatory fines and penalties" and/or a "regulatory compensatory award" cov- ered under Coverage Agreement C; or C. Any "claim" for "PCI DSS assessment" covered under Coverage Agreement I, even if the allegations of the "claim" are groundless, false or fraudulent. We may investigate or settle any "claim" at our discretion. The applicable limits of liability will be reduced and may be completely exhausted by payment of "defense costs". We will not be obligated to pay or defend any "claim" after the applicable limit of our liability hereunder has been exhausted. No "insured" will incur any "defense costs" or other expenses, or settle any "claim", assume any con- tractual obligation, admit liability, voluntarily make any payment, or otherwise consent to any settle- ment or judgment with respect to any "claim" with- out our prior written consent, which will not be un- reasonably withheld. We will not be liable for any "defense costs" or other expenses, settlement or judgment to which we have not consented. SECTION III — EXCLUSIONS The insurance provided under this Endorsement does not apply to: A. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing any "multimedia peril", "security and privacy wrongful act", "security breach", "privacy breach", "covered cause of loss", "cyber extor- tion threat', "act of cyber terrorism" or "adverse media report": (1) Which was the subject of written notice giv- en to us or to any other insurer prior to "your" initial effective date of Cyber Liability coverage; (2) Which was the subject of any prior and/or pending written demand made against an "insured", or a civil, administrative or arbi- tration proceeding commenced against an "insured", prior to "your' initial effective date of Cyber Liability coverage, or that involved the same or substantially the same fact, cir- cumstance, or situation underlying or al- leged in such prior demand or proceeding; (3) Which an "insured" had knowledge of prior to "your" initial effective date of Cyber Li- ability coverage. B. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing any actual, alleged or threatened discharge, dispersal, release or escape of pollutants, or any direction, request or voluntary decision to test for, abate, monitor, clean up, remove, con- tain, treat, detoxify or neutralize pollutants, nu- clear material or nuclear waste. For purposes of this exclusion, "pollutants" means any solid, liquid, gaseous or thermal irritant or contami- nant, including mold, vapor, soot, acids, alkalis, chemicals, odors, noise, lead, oil or oil prod- ucts, radiation, or asbestos or asbestos -con- taining products and waste. Waste includes, but is not limited to, material that is or is to be recycled, reconditioned or reclaimed. WN GL 104 03 16 Page 4 of 20 C. Any "claim" for liability assumed by an "insured" under any oral or written contract or agreement, except where such liability would apply apart from such contract or agreement and which is otherwise covered by this Endorsement. With respect to any "multimedia peril", "security breach" or "privacy breach", this exclusion does not apply to any "claim" alleging liability "as- sumed under contract". D. Any "claim" for breach of any express, implied, actual or constructive contract, warranty, guar- antee, or promise, except where such liability would apply apart from such contract, warranty, guarantee or promise and which is otherwise covered by this Endorsement. This exclusion does not apply to any "claim" alleging breach of "your' privacy policy or liability "assumed under contract'. E. Any "claim" which is covered under the Com- mercial General Liability coverage section or Businessowners Liability coverage section of the Policy to which this endorsement attaches. F. Any "claim" for violations of the False Claims Act or any similar federal or state law, rule, or regulation concerning billing errors or fraudulent billing practices or abuse. G. Any "claim" for infringement of any patent or the misappropriation, theft, copying, display, or publication of any trade secret. H. Any "claim" for unfair competition, price fixing, deceptive trade practices, restraint of trade, or violation of any anti-trust laws. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing: (1) Any employment or employment -related matters, including, but not limited to, Em- ployer -Employee relations, policies, acts or omissions; (2) Any actual or alleged refusal to employ any person or any other actual or alleged mis- conduct with respect to employees; or (3) Any actual or alleged obligations of the "in- sured" under any workers' compensation, unemployment insurance, social security, disability benefits or other similar law. This exclusion does not apply to an other- wise covered "claim" under Coverage Agreement B, which is brought by "your' past, present or future employee alleging a "security and privacy wrongful act". J. Any "claim" for "bodily injury" or "property dam- age". K. Any "claim" for harassment or discrimination because of, or relating to, race, creed, color, age, sex, sexual orientation or preference, na- tional origin, religion, handicap, disability, politi- cal affiliation, marital status, or any other basis prohibited by federal, state or local law. L. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing: (1) Satellite failures; (2) Electrical or mechanical failures and/or in- terruption including, but not limited to, elec- trical disturbance, spike, power surge, brownout, or blackout; or (3) Outages to gas, water, telephone, cable, telecommunications or other infrastructure, unless such infrastructure is under "your" direct operational control and such "claim" is otherwise covered under Coverage Agreement E or Coverage Agreement G. M. Any "claim" for violation of any of United States of America's economic or trade sanctions, in- cluding, but not limited to, sanctions adminis- tered and enforced by the U.S. Treasury De- partment's Office of Foreign Assets Control ("O FAC") . N. Any "criminal proceeding". O. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing: (1) Any willful, deliberately dishonest, mali- cious, or fraudulent act or omission; (2) Any intentional violation of the law or of "your" privacy policy, or (3) The gaining in fact of any profit, remunera- tion or financial advantage to which an "in- sured" was not legally entitled, if committed by any "insured", whether acting alone or in collusion with other persons. Not- withstanding the foregoing, the insurance af- forded by this Endorsement will apply to "de- fense costs" incurred in defending any such "claim" until such time as there is a judgment or other final adjudication adverse to the "insured" establishing such willful, dishonest, fraudulent, or malicious conduct. We will have the right to recover "defense costs" incurred in defending such "claim" from those parties found to have committed such willful, dishonest, fraudulent, or malicious conduct. WN GL 104 03 16 Page 5 of 20 This exclusion does not apply to: S. Any "claim" based upon, arising out of, resulting (1) Any "insured" that did not commit, partici- from, in consequence of, or in any way involy- pate in, or have knowledge of any willful, ing the wear and tear, drop in performance, "your" dishonest, fraudulent, or malicious conduct progressive deterioration, or aging of described in this exclusion; or electronic equipment or "computer hardware". (2) A "claim" resulting from sabotage by "your" T. Any "claim" based upon, arising out of, resulting "employee". from, in consequence of, or in any way involv- ing the failure of overhead transmission and P. Any "claim" based upon, arising out of, resulting distribution lines. from, in consequence of, or in any way involv- U. Any "claim" based upon, arising out of, resulting ing: from, in consequence of, or in any way involy- (1) Any actual or alleged "multimedia peril", ing the gradual deterioration of subterranean in - "security and privacy wrongful act", "secur- sulation. ity breach", "privacy breach", "covered cause of loss", "cyber extortion threat", "act V. Any "claim" based upon, arising out of, resulting of cyber terrorism", or "adverse media re- from, in consequence of, or in any way involy- port" that took place or first commenced pri- ing lightning, wind, water, flood, earthquake, or to the "retroactive date'; or volcanic eruption, tidal wave, landslide, hail, force majeure or any other physical event, how- (2) Any actual or alleged "multimedia peril", ever caused, unless such "claim" is otherwise "security and privacy wrongful act", "secur- covered under Coverage Agreement E or Cov- ity breach", "privacy breach", "covered erage Agreement G. cause of loss", "cyber extortion threat", "act "adverse W. Any "claim" based upon, arising out of, resulting of cyber terrorism" or media re- "retro- from, in consequence of, or in any way involy- port" that took place on or after the active date", which, together with an actual ing: or alleged "multimedia peril", "security and (1) The gradual deterioration or wear and tear privacy wrongful act', "security breach", of an "insured computer system"; or "privacy breach", "covered cause of loss", "cyber extortion threat", "act of cyber terror- (2) "Your" failure, or the failure of those acting ism" or "adverse media report" that took on "your" behalf, to maintain any computer, place prior to the "retroactive date", would "computer system" or network, computer constitute related "multimedia perils", "se- software, or any other equipment. curity and privacy wrongful acts", "security X. Any "claim" based upon, arising out of, resulting breaches", "privacy breaches", "covered from, in consequence of, or in any way involy- causes of loss", "cyber extortion threats", ing the actual or alleged inaccurate, inadequate "acts of cyber terrorism" or "adverse media or incomplete description of the price of goods, reports". products or services. For purposes of this exclusion, "multimedia perils", "security and privacy wrongful acts", "security breaches", "privacy breaches", "covered causes of loss", "cyber extortion threats", "acts of cyber terrorism" or "ad- verse media reports" will be deemed re- lated if we determine that they are logically or causally connected by any common fact, circumstance, situation, event, transaction or series of facts, circumstances, situa- tions, events or transactions. Q. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing any business, joint venture or enterprise not named on the Declarations. R. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing any conduct, act, error or omission of any individual serving in any capacity other than as "your" officer, director, partner, stockholder, trustee or employee. Y. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing cost guarantees, cost representations, con- tract price or cost estimates being exceeded. Z. Any "claim" brought by or on behalf of: (1) Any "insured" against another "insured"; (2) Any entity which is owned, in whole or in part, by an "insured", or any entity directly or indirectly controlled, operated or man- aged by an "insured'; (3) Any entity which is a parent, affiliate or sub- sidiary of any entity in which an "insured" is a partner or joint venturer; or (4) Any individual or entity who is a partner or joint venturer of any entity in which an "in- sured" is also a partner or joint venturer. WN GL 104 03 16 Page 6 of 20 This exclusion does not apply to an other- wise covered "claim" under Coverage Agreement B, which is brought by "your" past, present or future employee alleging a "security and privacy wrongful act", but only if such employee or any of "your" past or present officers, directors or trustees did not commit, participate in, or contribute to such "security and privacy wrong act" or any "security breach" or "privacy breach". AA. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing unauthorized trading. For purposes of this exclusion, "unauthorized trading" means trad- ing, which at the time of the trade is: (1) In excess of permitted financial limits; or (2) Outside of permitted product lines. BB. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing: (1) The actual or alleged purchase or sale of securities, or an offer, or solicitation of an offer, to purchase or sell securities; (2) The actual or alleged loss of value of any securities; or (3) Any actual or alleged violation of any secur- ities law such as the provisions of the Se- curities Act of 1933, the Securities Ex- change Act of 1934, the Sarbanes-Oxley Act of 2002 or any regulation promulgated under the foregoing statutes, or any feder- al, state, local, or foreign laws similar to the foregoing statutes, including "Blue Sky" laws, whether such law is statutory, regula- tory or common law. CC. Any "claim" for violation of the Organized Crime Control Act of 1970 (commonly known as `Racketeer Influenced And Corrupt Organiza- tions Act' or `RICO'), as amended, or any regu- lation promulgated under the foregoing stat- utes, or any similar federal, state, local or for- eign laws, whether such law is statutory, regu- latory or common law. DD. Any "claim" which is brought by the Federal Trade Commission, the Federal Communica- tions Commission or any other federal, state or local governmental entity, in such entity's regu- latory or official capacity. This exclusion does not apply to an otherwise covered "claim" under Coverage Agreement C. EE. Any "claim" alleging: (1) The violation of any pension, healthcare, welfare, profit sharing or mutual or invest- ment plans, funds or trusts; or (2) The violation of any provision of the Em- ployee Retirement Income Security Act of 1974 and its amendments and/or the Pen- sion Protection Act of 2006 and its amend- ments, or any regulation, ruling or order is- sued pursuant thereto. FF. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing: (1) Strikes or similar labor actions, war, inva- sion, act of foreign enemy, hostilities or warlike operations (whether declared or not), civil war, mutiny, civil commotion as- suming the proportions of or amounting to a popular uprising, military uprising, insurrec- tion, rebellion, revolution, military or usurped power, or any action taken to hin- der or defend against these actions; (2) The confiscation, nationalization, requisition or destruction of, or damage to, property by or under the order of any government or public or local authority; or (3) Any action taken in controlling, preventing, suppressing or in any way relating to GG(1) or GG(2) above. This exclusion does not apply to an "act of cy- ber terrorism". GG. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing 'your' commercial decision to cease provid- ing a particular product or service, but only if "you" are contractually obligated to continue providing such products or services. HH. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing: (1) Gambling or pornography; (2) Prizes, awards or coupons; or (3) The sale or provision of prohibited, re- stricted or regulated items such as alcoholic beverages, tobacco or drugs. II. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing the use of programs that are not "operation- al programs" or "delivered programs". WN GL 104 03 16 Page 7 of 20 JJ. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing any "insured's" intentional use of illegal or unlicensed programs that are in violation of the provisions or laws referring to software protec- tion. KK. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing the confiscation, commandeering, requisi- tion, destruction of, or damage to "computer hardware" by order of a government de jure or de facto or by any public authority for whatever reason. ILL. Any "claim" based upon, arising out of, resulting from, in consequence of, or in any way involv- ing the existence, emission or discharge of any electromagnetic field, electromagnetic radiation or electromagnetism that actually or allegedly affects the health, safety or condition of any person or the environment or that affects the value, marketability, condition or use of any property. MM. With respect to Coverage Agreement E(1): (1) Any amount incurred in restoring, updating or replacing "digital assets" to a level be- yond that which existed prior to the "cov- ered cause of loss"; (2) Physical damage to the "computer hard- ware" or "data" center, other than acciden- tal physical damage or destruction of "elec- tronic media" so that stored "digital assets" are no longer machine-readable; (3) Contractual penalties or consequential damages; (4) Any liability to third parties for whatever reason, including legal costs and expenses of any type; (5) Fines or penalties imposed by law; (6) The economic or market value of "digital assets"; (7) Costs or expenses incurred to identify, patch or remediate software program errors or "computer system" vulnerabilities; (8) Costs to upgrade, redesign, reconfigure or maintain an "insured computer system" to a level of functionality beyond that which ex- isted prior to the "covered cause of loss"; or (9) Any losses paid under Coverage Agree- ment E(2). NN. With respect to Coverage Agreement E(2): (1) Any loss arising out of a physical cause or natural peril, including, but not limited to, wind, water, flood, subsidence or earth- quake, which results in physical damage to "computer hardware" and/or any "data" cen- ter; (2) Any loss arising out of updating or replacing "digital assets" to a level beyond that which existed prior to the "covered cause of loss"; (3) Contractual penalties or consequential damages; (4) Any liability to third parties for whatever reason, including legal costs and expenses of any type; (5) Fines or penalties imposed by law; (6) Costs or expenses incurred to identify, patch or remediate software program errors or "computer system" vulnerabilities; (7) Loss of goodwill and reputational harm; (8) Costs to upgrade, redesign, reconfigure or maintain an "insured computer system" to a level of functionality beyond that which ex- isted prior to the "covered cause of loss'; or (9) Any losses paid under Coverage Agree- ment E(1). 00. With respect to Coverage Agreement H: (1) Any amounts incurred by "you" in an effort to re-establish "your" "reputation", including "public relations expenses"; (2) Any amounts incurred in any "claim" that is "insured" by any other insurance, except excess insurance; (3) Any amounts incurred in connection with an "adverse media report" that also affects or refers in similar terms to a general security issue, an industry or "your" specific compet- itors without any specific allegations re- garding a "privacy breach" or "security breach" by an "insured", a "BPO service provider", an "outsourced IT service pro- vider", or by others acting on "your" behalf and for whom "you" are legally responsible ; (4) Any civil or regulatory liability to third par- ties for whatever reason, including legal costs and expenses of any type; (5) Contractual penalties or consequential damages; (6) "Privacy breach response costs", "notifica- tion expenses" or "customer support and credit monitoring expenses" paid under Coverage Agreement D; or (7) Fines or penalties imposed by law or regu- lation. WN GL 104 03 16 Page 8 of 20 SECTION IV — LIMITS OF LIABILITY SECTION V — DEFINITIONS A. The each "claim" limits of liability stated in the Schedule is the maximum amount we will pay for each "claim" under each Coverage Agree- ment of this Endorsement, including "defense costs" where applicable, regardless of the num- ber of "insureds" involved or affected, the num- ber of individuals or entities making a "claim", or the number of "claims" made. B. Subject to the provisions respecting each "claim", the Aggregate Limit stated in the Schedule is the maximum amount we will pay for all "claims" made during the "endorsement period" under all Coverage Agreements com- bined. The Aggregate Limit includes "defense costs". C. If the Aggregate Limit is exhausted, then our obligations under this Endorsement will be deemed completely fulfilled and extinguished. D. All "claims" made under any one Coverage Agreement which arises out of the same, re- lated, or continuing acts, facts or circumstan- ces, will be considered a single "claim" without regard to the number of "insureds", "claims", or persons or entities making a "claim", and only one each "claim" limit will apply. Such "claim" will be deemed to have been first made on the date the earlier of the related "claims" was first made and will be deemed to have been first re- ported to us on the date the earlier of the re- lated "claims" was first reported to us in writing. Appeals and any post -trial proceedings or con- solidated proceedings approved by us will be considered to be part of the original "claim". When used in this Endorsement: A. "Act of cyber terrorism" means the premedi- tated use of disruptive activities, or the threat thereof, against computers, computer systems, networks and/or public internet by any person or group(s) of persons, whether acting alone or on behalf of, or in connection with, any organi- zation(s) or government(s) with the intention to intimidate or cause destruction or harm and/or further social, ideological, religious, political or similar objectives. "Act of cyber terrorism" in- cludes, but is not limited to, the use of informa- tion technology to organize and execute large-scale attacks against computer systems, networks and/or public internet, resulting in dis- abling and/or deleting critical infrastructure, da- ta or information. B. "Adverse media report" means any unpredict- able report or communication of an actual or potential "security breach" or "privacy breach", which: (1) Has been publicized through any media channel including, but not limited to, televi- sion, "print media", radio or electronic net- works, the "internet", and/or electronic mail; and C. E. In the event that a "claim" is made and applies to more than one Coverage Agreement under this Endorsement, only one each "claim" limit will apply. We have the discretion to allocate D. amounts paid, if any, against the appropriate limit of liability. (2) Threatens material damage to "your" repu- tation or "your' brands. "Acquiring bank" means a bank or financial in- stitution that accepts credit and/or debit card payments (including credit cards, debits cards, stored value cards and pre -paid cards) for prod- ucts or services on behalf of a merchant, in- cluding processing and crediting those pay- ments to a merchant's account. "Assumed under contract" means liability for "damages" resulting from a "multimedia peril", "security breach" or "privacy breach" where such liability has been assumed by "you" in the form of a written hold harmless or indemnity agreement, provided that such agreement was executed prior to date the "multimedia peril", "security breach", or "privacy breach" occurred. WN GL 104 03 16 Page 9 of 20 E. "BPO service provider' means any third party (2) With respect to Coverage Agreement C independent contractor that provides business (Privacy Regulatory Defense and process outsourcing services for "your" benefit Penalties), a "government investigation" under a written contract with "you", including, commenced against an "insured" by letter but not limited to, call center services, fulfill- notification, complaint, or order of investiga- ment services, and logistical support. tion. A "claim" under Coverage Agreement F. "Bodily injury" means physical injury, sickness, C will be deemed to be first made when it is "insured". disease, pain or death, and if arising out of the first received by an foregoing, mental anguish, mental injury, shock, (3) With respect to Coverage Agreement D humiliation or emotional distress sustained by a ("Privacy breach" Response Costs, Notifi- person at any time. cation Expenses, and Customer Support G. "Brand loss" means "your" revenue as could and Credit Monitoring Expenses), "your" "adverse have been reasonably projected immediately written report to us of an media "privacy prior to "notification" or, in the event of an "ad- report", security breach", or "claim" verse media report", immediately prior to the breach". A under Coverage Agree - publication of an "adverse media report", but ment D will be deemed to be first made which has been lost after the "waiting period" when such written report is received by us. but during the "period of indemnity" as a direct (4) With respect to Coverage Agreement E result of such "notification" or "adverse media (Network Asset Protection), "your' written report", less the variable costs (including the report to us of a "covered cause of loss". A cost of raw materials and all other costs) that "claim" under Coverage Agreement E will would have been incurred during the same peri- be deemed to be first made when such od, but were saved as a result. "Brand loss" will written report is received by us. be determined in accordance with Section (5) With respect to Coverage Agreement F VII(C) of this Endorsement. (Cyber Extortion), "your' written report to us H. "Card association" means Visa International, of a "cyber extortion threat". A "claim" under MasterCard, Discover, JCB American Express Coverage Agreement F will be deemed to and any similar credit or debit card association be first made when such written report is that is a participating organization of the Pay- received by us. ment Card Industry Security Standards Council. (6) With respect to Coverage Agreement G I. "Claim" means: (Cyber Terrorism), "your' written report to (1) With respect to Coverage Agreement A us of an "act of cyber terrorism". A "claim" (Multimedia Liability) and Coverage Agree- under Coverage Agreement G will be ment B (Security and Privacy Liability): deemed to be first made when such written report is received by us. (a) Any written demand for monetary or (7) With respect to Coverage Agreement H non -monetary relief made against an "insured"; (BrandGuard), "your' written report to us of brand loss directly caused by an "adverse (b) Any civil proceeding or arbitration pro- media report" or "notification". A "claim" ceeding initiated against an "insured", under Coverage Agreement H will be commenced by the service of a com- deemed to be first made when such written plaint or similar pleading or notification; report is received by us. or (8) With respect to Coverage Agreement I (PCI (c) Any written request to toll or waive a DSS Assessment Coverage), any written statute of limitations relating to a poten- demand made against an "insured" by an tial "claim" against an "insured", includ- "acquiring bank" or "card association" for a ing any appeal therefrom; "PCI DSS assessment" due to the A "claim" under Coverage Agreement A or "insured's" non-compliance with "PCI Data "claim" Security Standards". A under Cov- Coverage Agreement B will be deemed to erage Agreement I will be deemed to be be first made when an "insured" first re- first made when such written demand is re - ceives notice of any of (1)(a) through (1)(c) ceived by an "insured". above. WN GL 104 03 16 Page 10 of 20 J. "Computer hardware" means the physical com- ponents of any computer system including CPUs, memory, storage devices, storage me- dia, and input/output devices and other periph- eral devices and components, including, but not limited to, cable, connectors, fiber optics, wire, power supply units, keyboards, display moni- tors, and audio speakers. K. "Computer program(s)" means an organized set of instructions that, when executed, causes a computer to behave in a predetermined man- ner. "Computer program(s)" include, but are not limited to, communications, networking, op- erating system, and related "computer pro- grams" used to create, maintain, process, re- trieve, store, and/or transmit electronic "data". L. "Computer system(s)" means interconnected electronic, wireless, web, or similar systems (in- cluding all "computer hardware" and software) used to process and store "data" or information in an analogue, digital, electronic, or wireless format including, but not limited to, "computer programs", electronic "data", operating sys- tems, "firmware", servers, media libraries, asso- ciated input and output devices, mobile devi- ces, networking equipment, websites, extra - nets, off line storage facilities (to the extent that they hold electronic "data"), and electronic backup equipment. M. "Computer virus" means a program that pos- sesses the ability to create replicas of itself (commonly known as "auto -reproduction" pro- gram) within other programs or operating sys- tem areas or which is capable of spreading copies of itself wholly or partly to other "com- puter systems". N. "Covered cause of loss" means, and is limited to, the following: (1) Accidental Damage or Destruction (a) Accidental physical damage or destruc- tion of "electronic media" so that stored "digital assets" are no longer machine-readable; (b) Accidental damage or destruction of "computer hardware" so that stored "data" is no longer machine-readable; (2) Administrative or Operational Mistakes An accidental, unintentional, or negligent act, error or omission by "your' employee, a "BPO service provider', or `outsourced IT service provider" in: (a) The entry or modification of "your' elec- tronic data", which causes damage to such "data"; or (b) The creation, handling, development, modification, or maintenance of "digital assets"; or (c) The ongoing operation or maintenance of an "insured computer system" ex- cluding the design, architecture, or con- figuration of an "insured computer sys- tem". (3) Computer Crime and Computer Attacks An act, mistake or negligent error or omis- sion in the operation of an "insured com-pu- ter system" or in the handling of "digital as- sets" by "your" employee, a "BPO service provider", or "outsourced IT service pro- vider", which fails to prevent or hinder any of the following attacks on an "insured com- puter system": (a) A "denial of service attack"; (b) "Malicious code'; (c) "Unauthorized access"; or (d) "Unauthorized use". O. "Criminal proceeding" means any governmental action for enforcement of criminal laws, includ- ing those offenses for which conviction could result in imprisonment and/or criminal fine. P. (c) Failure in power supply or under/over voltage only if such power supply is Q. under "your' direct operational control. The term "direct operational control" as used herein includes back-up genera- tors; (d) "Programming error" of "delivered pro- grams"; or (e) Electrostatic build-up and static elec- tricity. WN GL 104 03 16 "Customer support and credit monitoring ex- penses" means those reasonable and neces- sary expenses which "you" incur, with our prior written consent, in the event of a "privacy breach", for the provision of customer support activity, including the provision of credit file monitoring services and identity theft education and assistance for up to a period of twelve (12) months from the date of enrollment in such credit file monitoring services, in the event of a "privacy breach". "Cyber extortion expenses" means all reason- able and necessary costs and expenses which "you" incur, with our prior written consent, as a direct result of a "cyber extortion threat", other than "cyber extortion monies". R. "Cyber extortion monies" means any funds or property which "you" pay, with our prior written consent, to a person(s) or entity(ies) reasonably believed to be responsible for a "cyber extortion threat" "insured" under Coverage Agreement F, for the purpose of terminating such "cyber ex- tortion threat'. Page 11 of 20 S. "Cyber extortion threat' means a credible threat (9) Disgorgement of any remuneration or finan- or series of related credible threats, including, cial advantage to which "you" were not le - but not limited to, a demand for "cyber extortion gally entitled; or monies", directed at "you" to: (10) Settlements negotiated without our con- (1) Release, divulge, disseminate, destroy or sent. use the confidential information of a third party taken from "you" as a result of "unau- U. "Data" means any and all information stored, "in- thorized access" to, or "unauthorized use" recorded, appearing or present in or on an of, an "insured computer system"; sured computer system", including, but not lim- ited to, information stored, recorded, appearing (2) Introduce "malicious code" into an "insured or present in or on "your' electronic and com- computer system"; puter databases, the "internet", intranet, extra- (3) Corrupt, damage or destroy an "insured net and related websites, facsimiles, and elec- computer system"; tronic mail. (4) Restrict or hinder access to an "insured V. "Defense costs" means reasonable and neces- computer system", including, but not limited sary legal fees, costs and expenses incurred to the threat of a "denial of service attack"; with our consent in the investigation, defense and appeal of any covered "claim" under Cover- or age Agreement A, Coverage Agreement B, (5) Electronically communicate with "your" cus- Coverage Agreement C, or Coverage Agree- tomers and falsely claim to be "you" or to ment I. "Defense costs" do not include any be acting under "your' direction in order to wages, salaries, fees, overhead or other falsely obtain personal confidential informa- charges incurred by, or paid to, any "insured" tion of "your' customers (also known as for any time spent in cooperating in the defense pharming, phishing, or other types of false and investigation of any "claim" or potential communications). "claim" under this Endorsement. "Defense costs" do not include salaries of officers and T. "Damages" means the amount of money which employees of the insurer. an "insured" is legally obligated to pay as a re- sult of a covered "claim" under Coverage W. "Delivered programs" means programs, applica- Agreement A or Coverage Agreement B, in- tions, and software where the development cluding judgments, legal fees and costs stage has been finalized, having passed all awarded against an "insured" pursuant to such test -runs, and been proven successful in a live judgments, and settlements negotiated with our environment. consent. X. "Denial of service attack" means an event "Damages" do not include: caused by unauthorized or unexpected interfer- ence or a malicious attack intended by the per- petrator to overwhelm the capacity of a "com- (2) Any amount for which an "insured" is ab- puter system" by sending an excessive volume solved from legal responsibility to make of electronic "data" to such "computer system" payment to a third party; in order to prevent authorized access to such "computer system". (3) Amounts owed under contract; Y. "Digital assets" means "data" and "computer (4) "Your" future profits or royalties or any re- programs" that exist in an "insured computer turn, withdrawal, restitution or reduction of system". "Digital assets" do not include "com- "your" professional fees, profits or other puter hardware". charges; Z. "Digital assets loss" means reasonable and (5) Punitive, liquidated or exemplary damages necessary expenses and costs which "you" in - or the multiplied portion of multiplied dam- cur to replace, recreate, or restore "digital as - ages; sets" to the same state and with the same con- (6) Fines, sanctions or penalties; tents immediately before it was damaged, de- stroyed, altered, misused, or stolen, including (7) Any matters that are deemed uninsurable expenses for materials and machine time. "Digi- under applicable law; tal assets loss" also includes amounts repre- (8) The costs to comply with orders granting in- senting employee work time to replace, recre- junctive or non -monetary relief, including ate, or restore "digital assets", which shall be specific performance or any agreement to determined on a predefined billable hours or provide such relief, per hour basis as based upon "your' schedule of employee billable hours. WN GL 104 03 16 Page 12 of 20 AA. "Electronic media" means floppy disks, CD ROM's, hard drives, magnetic tapes, magnetic discs, or any other media on which electronic data is recorded or stored. BB. "Endorsement period" means the period of cov- erage commencing on the effective date, as specified on page 1 of this Endorsement, and ending upon the expiration date, as specified on page 1 of this Endorsement. Coverage may be cancelled or otherwise terminated before the "endorsement period" expiration date. CC. "Firmware" means the fixed programs that inter- nally control basic low-level operations in a de- vice. DD. "Government investigation" means a formal in- vestigation instituted against an "insured" by any federal, state or local government agency or authority, the subject matter of which is a "security breach" or "privacy breach". EE. "Income loss" means financial loss "you" sus- tain, as determined in accordance with the pro- visions of Coverage Agreement E(2) or Cover- age Agreement G. FF. "Insured" means the "named insured" and cur- rent executive officers, partners, directors, stockholders, trustees, or employees of the "named insured", but only while such individuals are acting within the scope of their duties on behalf of the "named insured". GG. "Insured computer system" means: (1) A "computer system" operated by and ei- ther owned by, or leased to, "you"; (2) With respect to Coverage Agreement B on- ly, a "computer system" operated by a "BPO service provider' or "outsourced IT service provider' and used for the sole pur- pose of providing hosted computer applica- tion services to "you" or for processing, maintaining, hosting, or storing "your" elec- tronic "data", pursuant to a written contract with "you" for such services. HH."Internet" means the worldwide public network of computers which enables the transmission of electronic "data" between different users, in- cluding a private communications network ex- isting within a shared or public network plat- form. II. "Interruption expenses" means those expenses, excluding "special expenses", which "you" incur in accordance with the provisions of Coverage Agreement E(2) or Coverage Agreement G, to: (1) Avoid or minimize the suspension of "your" business as a result of a total or partial in- terruption, degradation in service, or failure of an "insured computer system" caused di- rectly by a "covered cause of loss" or an "act of cyber terrorism", which "you" would not have incurred had no "covered cause of loss" or "act of cyber terrorism" occurred, including, but not limited to, the use of rent- ed/leased external equipment, substitution of other work or production procedures, use of third party services, or additional staff ex- penditures or labor costs; and (2) Minimize or avoid a "covered cause of loss" or "act of cyber terrorism" and continue "your" business. The amount of "interruption expenses" re- coverable under II(1) above shall in no case exceed the amount by which the covered "income loss" is reduced by such incurred expenses. JJ. "Malicious code" means software intentionally designed to insert itself and damage a "com- puter system" without the owner's informed consent by a variety of forms including, but not limited to, virus, worm, Trojan horses, spyware, dishonest adware, and crimeware. KK. "Multimedia peril" means the release or display of any "electronic media" on "your' "internet" site or "print media" for which "you" are solely responsible, which directly results in any of the following: (1) Any form of defamation or other tort related to the disparagement or harm to the reputa- tion or character of any person or organiza- tion, including libel, slander, product dispar- agement, or trade libel, (2) Invasion, infringement or interference with an individual's right of privacy including false light, intrusion upon seclusion, com- mercial misappropriation of name, person, or likeness, and public disclosure of private facts; (3) Plagiarism, piracy, or misappropriation of ideas under an implied contract; (4) Infringement of copyright, trademark, trade name, trade dress, title, slogan, service mark or service name; or (5) Domain name infringement or improper deep -linking or framing. WN GL 104 03 16 Page 13 of 20 ILL. "Named insured" means the person or organi- TT. "Period of restoration" means the period of time zation listed as such on the Declarations of the that commences on the date when the interrup- Policy to which this Endorsement attaches. tion, degradation, or failure of an "insured com- puter system" began and ends on the earlier of: MM. "Notification" means notification to individuals in the event of a "security breach" or a "privacy (1) The date when the "insured computer sys- breach". tem" is restored or could have been re- paired or restored to the same condition, NN. "Notification expenses" means those reason- functionality, and level of service that ex - able and necessary expenses which "you" in- isted prior to the "covered cause of loss" or cur, with our prior written consent, to notify af- the "act of cyber terrorism" with reasonable fected individuals in the event of a "security diligence, plus up to thirty (30) additional breach" or "privacy breach", whether or not consecutive days after the restoration of there is a specific legal requirement to do so. the "insured computer system" to allow for expenses" include, but are not lim- restoration of "Your' business; or iiNotification ted to: (2) One hundred and twenty (120) consecutive (1) Legal expenses; days after the notice of "covered cause of (2) Computer forensic and investigation fees; loss" or "act cyber of terrorism" is received by us. (3) Public relations expenses; UU. "Print media" means newspapers, newsletters, (4) Postage expenses; and magazines, books, and literary works in any (5) Related advertising expenses. form, brochures or other types of publications, and advertising materials, including packaging, 00. "Operational programs" means programs and photographs, and digital images. software which are ready for operational use, having been fully developed, tested, and ac- VV. "Privacy breach" means any of the below, cepted by "you". whether actual or alleged, but only if committed or allegedly committed by an "insured" or by PP. "Outsourced IT service provider" means a third others acting on "your' behalf for whom "you" party independent contractor that provides in- are legally responsible, including "BPO service formation technology services for "your" benefit providers" and "outsourced IT service gro- under a written contract with "you". "Out- viders": sourced IT service provider" services include, but are not limited to, hosting, security manage- (1) A common law breach of confidentiality, in- ment, co -location, and "data" storage. fringement, or violation of any right to pri- vacy, including, but not limited to, a breach QQ. "PCI Data Security Standards" (known as "PCI of "your" privacy policy, false light, intrusion DSS") means the published data security upon a person's seclusion, commercial mis- standards in effect now, or as hereafter appropriation of name, person, or likeness, amended, which all merchants and processors or public disclosure of a person's private in - must follow when storing, processing and trans- formation; or mitting cardholder data. (2) Any breach of privacy regulations, as they RR. "PCI DSS assessment" means a monetary fine currently exist and as amended, associated or penalty assessed against an "insured" by an with the confidentiality, access, control, and "acquiring bank" or "card association" as a re- use of personally identifiable, non-public in- sult of a "security breach" or "privacy breach". formation, including, but not limited to: SS. "Period of indemnity" means the period com- (a) Health Insurance Portability and Ac- mencing with the earlier of the date of "notifica- countability Act of 1996 (Public Law tion" or the first publication of an "adverse me- 104- 191), known as HIPAA, and re- dia report" (whichever applies), and ending on lated state medical privacy laws; the earlier of: (1) the date that gross revenues are restored to the level they had been prior to (b) Gramm -Leach -Bliley Act of 1999 "notification" or the first "adverse media report" (G-L-B), also known as the Financial (whichever applies); or (2) One hundred and Services Modernization Act of 1999; eighty (180) consecutive days after the notice of "claim" under Coverage Agreement H is re- ceived by us. WN GL 104 03 16 Page 14 of 20 (c) State and federal statutes and regula- tions regarding the security and privacy of consumer information; (d) Governmental privacy protection regu- lations or laws associated with the con- trol and use of personal information; (e) Privacy provisions of consumer protec- tion laws, including the Federal Fair Credit Reporting Act (FCRA) and simi- lar state laws; (f) The Health Information Technology for Economic and Clinical Health Act CHI - TECH"), Title XIII of the American Re- covery and Reinvestment Act ("ARRA") of 2009. A series of continuing "privacy breaches" or related or repeated "privacy breaches" will be considered a single "privacy breach" and will be deemed to have occurred when the first of such "privacy breaches" occurred. WW."Privacy breach response costs" means those reasonable and necessary fees and expenses which "you" incur, with our prior written consent, for the employment of a public relations consul- tant, prior to, or following, the publication of an "adverse media report", if "you" reasonably con- sider such action is necessary in order to avert or mitigate any actual or potential material dam- age to "your" reputation or brands, which re- sults or reasonably will result from the "adverse media report". XX. "Programming error" means an error which oc- curs during the development or encoding of a computer program, software, or application, which would, when in operation, result in a mal- function or incorrect operation of a "computer system". YY. "Property damage" means injury to tangible property, including all resulting loss of use of that property, and loss of use of tangible prop- erty that is not physically injured. "Data" is not considered tangible property. ZZ. "Public relations expenses" means reasonable and necessary expenses incurred by "you" to re-establish "your" "reputation" which was dam- aged as a direct result of an "adverse media re- port AAA. "Regulatory compensatory award" means a sum of money which an "insured" is legally obli- gated to pay as an award or fund for affected individuals, including a regulatory agency's monetary award to a third party, due to an ad- verse judgment or settlement arising out of a "government investigation". Regulatory com- pensatory award does not include a criminal penalty or fine issued by a regulatory agency of any kind, including federal, state, or local gov- ernmental agencies. BBB. "Regulatory fines and penalties" means any civil fines and penalties imposed against an "in- sured" as a result of a "government investiga- tion". CCC. "Reputation" means the estimation of trust that patients, customers or clients have in doing business with "you" or in purchasing "your" products or services. DDD. "Retroactive date" means the date specified as such on the Cyber Liability Endorsement Sup- plemental Declarations, on or after which any "multimedia peril", "security and privacy wrong- ful act", "security breach", "privacy breach", "covered cause of loss", "cyber extortion threat", "act of cyber terrorism", or "adverse media report" must have taken place in order to be considered for coverage under this Endorse- ment. EEE. "Security and privacy wrongful act" means any of the following acts, whether actual or alleged, but only if committed or allegedly committed by an "insured": (1) Failure to prevent or hinder a "security breach" that in turn results in: (a) The alteration, copying, corruption, de- struction, deletion, or damage to elec- tronic "data" stored on an "insured com- puter system"; (b) Theft, loss or unauthorized disclosure electronic and non -electronic confiden- tial commercial, corporate, personally identifiable, or private information that is in "your" care, custody or control; (c) Theft, loss, or unauthorized disclosure of electronic and non -electronic confi- dential commercial, corporate, person- ally identifiable, or private information that is in the care, custody or control of a "BPO service provider" or "out - sourced IT service provider' that is holding, processing, or transferring such information on "your" behalf; pro- vided, however, that the theft, loss or unauthorized disclosure occurs while "your" written contract with such "BPO service provider" or "outsourced IT service provider' is in effect; or WN GL 104 03 16 Page 15 of 20 (d) "Unauthorized use" of, or "unauthorized GGG. "Special expenses" means reason - access" to, a "computer system" other able and necessary costs and ex - than an "insured computer system". penses which "you" incur to: (2) Failure to timely disclose a "security (1) Prevent, preserve, minimize, or breach" affecting personally identifiable, mitigate any further damage to nonpublic information or the failure to dis- "digital assets", including the pose of personally identifiable, nonpublic in- reasonable and necessary fees formation within the required time period, in and expenses of specialists, out - violation of privacy regulations in effect now side consultants, or forensic ex - or in the future; perts "you" retain; (3) Failure to prevent the transmission of "mali- (2) Preserve critical evidence of any cious code" or "computer virus" from an "in- criminal or malicious wrong- sured computer system" to the "computer doing; system" of a third party; (3) Purchase replacement licenses (4) A "privacy breach"; for "computer programs" be- (5) Failure to prevent or hinder participation by cause the copy protection sys- tem and/or access control soft - an "insured computer system" in a "denial "internet" ware was damaged or destroyed of service attack" directed against "computer by a "covered cause of loss" or sites or the system" of any third an "act of cyber terrorism"; or PY� art or (6) Loss of employee information. (4) Notify customers of a total or partial interruption, degradation FFF. "Security breach" means: in service, or failure of an "in- sured computer system" result - (1) "Unauthorized access" to, or "unauthorized ing from a "covered cause of use" of, an "insured computer system", in- loss" or an "act of cyber terror- cluding "unauthorized access" or "unauthor- ism". ized use" resulting from the theft of a pass- word from an "insured computer system" or HHH. "Unauthorized access" means the from any "insured"; gaining of access to a "computer system" by an unauthorized person (2) A "denial of service attack" against an "in- or persons. sured computer system"; or III. "Unauthorized use" means the use of (3) Infection of an "insured computer system" a "computer system" by unauthor- by "malicious code" or the transmission of ized persons or authorized persons "malicious code" from an "insured computer in an unauthorized manner. system", JJJ. "Waiting period" means: whether any of the foregoing is a specifically targeted attack or a generally distributed attack. (1) With respect to Coverage A series of continuing "security breaches", re- Agreement E(2) and Coverage lated or repeated "security breaches", or multi- Agreement G, the eight (8) hour ple "security breaches" resulting from a continu- period which must elapse before ing failure of computer security will be consid- "income loss", "interruption ex- ered a single "security breach" and will be penses" and/or "special ex - deemed to have occurred when the first of such penses" may be payable. The "security breaches" occurred. "waiting period" applies to each "period of restoration". (2) With respect to Coverage Agreement H, the two week pe- riod which must elapse after "notification", or in the event of an "adverse media report", after publication of the first "adverse media report", before "brand loss" may be payable. The "waiting period" applies to each "period of indemnity". KKK. "You" and "your" means the "named insured". WN GL 104 03 16 Page 16 of 20 SECTION VI — NOTICE PROVISIONS A. NOTICE OF A CLAIM (1) As a condition precedent to coverage under Coverage Agreement A, B, C or I, the "in- sured" must give us written notice of any "claim" made against the "insured" no later than sixty (60) days after the "claim" is first made against the "insured". (2) As a condition precedent to coverage under Coverage Agreement D, E, F, G or H, "you" must give us written notice of "your" "claim" during the "endorsement period", but no lat- er than sixty (60) days from the date any "insured" first discovers the event or inci- dent giving rise to such "claim". (3) "You" must provide us with copies of all documentation comprising the "claim" as well as any authorization, cooperation, or assistance as we may require. (4) We will not be obligated to pay any amounts incurred prior to notification of a "claim" to us or amounts incurred without our prior written consent. B. NOTICE OF A POTENTIAL CLAIM If, during the "endorsement period", any "in- sured" first becomes aware of any facts or cir- cumstances which could give rise to a "claim" covered under this Endorsement, and if the "in- sured" provides us with written notice during the "endorsement period" of: (1) The details regarding such facts or circum- stances; (2) The nature of the loss incurred; (3) The identity of the potential claimant(s) in- volved; (4) The manner in which the "insured" first be- came aware of the facts or circumstances; and (5) The consequences which have resulted or may result, then any "claim" subsequently made arising out of such reported facts or circumstances will be deemed to be a "claim" first made on the date notice complying with the foregoing require- ments was first received by us. SECTION VII — LOSS DETERMINATION A. LOSS OF DIGITAL ASSETS For any and all coverage provided under Cover- age Agreement E(1), "digital assets loss" will be determined as follows: (1) If the impacted "digital asset" was pur- chased from a third party, we will pay only the lesser of the original purchase price of the "digital asset" or the reasonable and necessary "digital assets loss". (2) If it is determined that the "digital assets" cannot be replaced, restored or recreated, then we will only reimburse the actual and necessary "digital assets loss" incurred up to such determination. B. NON-PHYSICAL BUSINESS INTERRUPTION AND EXTRA EXPENSE AND CYBER TER- RORISM For any and all coverage provided under Cover- age Agreement E(2) or Coverage Agreement G, "income loss" will be determined as the re- duction of "your" income during the "period of restoration", which is: (1) "Your' net income (net profit or loss before income taxes) that would have been rea- sonably projected, but which has been lost directly as a result of a total or partial inter- ruption, degradation in service or failure of an "insured computer system" caused di- rectly by a "covered cause of loss" or an "act of cyber terrorism", whichever applies. The revenue projection will take into ac- count the prior experience of `your" busi- ness preceding the date of the "covered cause of loss" or the "act of cyber terror- ism" and the probable experience had no "covered cause of loss" or "act of cyber ter- rorism" occurred. Revenues include the amount of money paid or payable to "you" for goods, products or services sold, deliv- ered or rendered in the normal course of "your" business. Revenue projection will be reduced by the extent to which "you" use substitute methods, facilities or personnel to maintain "your" revenue stream. We will take into consideration `your" documenta- tion of the trends in "your' business and variations in, or other circumstances affect- ing, "your" business before or after the "covered cause of loss" or the "act of cyber terrorism", which would have affected "your" business had no "covered cause of loss" or "act of cyber terrorism" occurred; and WN GL 104 03 16 Page 17 of 20 (2) Any fixed operating expenses (including or- dinary payroll) incurred, but only to the ex- tent that such operating expenses must continue during the "period of restoration". C. BRANDGUARD The revenue projection required to calculate "brand loss" will take into account the prior ex- perience of "your" business preceding the date of the "adverse media report" or "notification", whichever applies, and the probable experi- ence had no "adverse media report" been pub- lished or "notification" occurred. Revenues in- clude the amount of money paid or payable to "you" for goods, products or services sold, de- livered or rendered in the normal course of "your' business. Revenue projection will be re- duced by the extent to which "you" use substi- tute methods, facilities, or personnel to main- tain its revenue stream. We will take into con- sideration "your' documentation of the trends in "your' business and variations in, or other cir- cumstances affecting, "your' business before or after the "adverse media report" or "notifica- tion", which would have affected "your" busi- ness had no "adverse media report" been pub- lished or "notification" occurred. Any fixed oper- ating expenses (including ordinary payroll) in- curred will be considered in calculating "brand loss", but only to the extent that such operating expenses must continue during the "period of indemnity". SECTION VIII — PERIOD A. AUTOMATIC PERIOD EXTENDED REPORTING EXTENDED REPORTING (1) In the event of non -renewal or termination of this Policy for any reason other than non-payment of premium, we will provide an Automatic Extended Reporting Period of sixty (60) days in which "claims" otherwise covered by this Endorsement may be re- ported. Such Automatic Extended Report- ing Period will commence immediately upon termination or expiration of this Policy and will apply to: (a) A "claim" under Coverage Agreement A, B, C, or I which: (i) Arises out of an actual or alleged "multimedia peril", "security and pri- vacy wrongful act", "security breach" or "privacy breach", which- ever applies, that takes place or first commences on or after the "retroactive date", but prior to the expiration or termination of the Poli- cy; and (ii) Is first made against an "insured" during the "endorsement period", but prior to the Policy termination or expiration date; and (iii) Is reported in writing to us during the Automatic Extended Reporting Period. (b) A "claim" under Coverage Agreement D, E, F, G, or H which: (i) Arises out of an "adverse media re- port", "security breach", "privacy breach", "covered cause of loss", "cyber extortion threat" or "act of cyber terrorism", whichever applies, that takes place or first commences on or after the "retroactive date", but prior to the expiration or termi- nation of the Policy; and (ii) Is reported in writing to us during the Automatic Extended Reporting Period. WN GL 104 03 16 Page 18 of 20 B. SUPPLEMENTAL EXTENDED REPORTING PERIOD (1) "You" shall have the option, upon payment of the required additional premium, to pur- chase a Supplemental Extended Reporting Period of twelve (12) months following the effective date of termination of coverage. The Supplemental Extended Reporting Pe- riod will extend the time during which "claims" otherwise covered by this Endorse- ment may be made and reported. If the Supplemental Extended Reporting Period is purchased, the Automatic Extended Re- porting Period will be included within the Supplemental Extended Reporting Period. Such Supplemental Extended Reporting Period will apply only to: (a) Any "claim" under Coverage Agreement A, B, C, or I which: (i) Arises out of an actual or alleged "multimedia peril", "security and pri- vacy wrongful act", "security breach" or "privacy breach", which- ever applies, that takes place or first commences on or after the "retroactive date", but prior to the expiration or termination of the Poli- cy; and (ii) Is first made against an "insured" during the supplemental extended reporting period; and (iii) Is reported in writing to us no later than sixty (60) days after the "claim" is first made against an "in- sured". (b) Any "claim" under Coverage Agreement D, E, F, G, or H which: (i) Arises out of an "adverse media re- port", "security breach", "privacy breach", "covered cause of loss", "cyber extortion threat' or "act of cyber terrorism", whichever applies, that takes place or first commences on or after the "retroactive date", but prior to the expiration or termi- nation of the Policy; and (ii) Is reported in writing to us during the supplemental extended report- ing period and no later than sixty (60) days from the date any "in- sured" discovers the "adverse me- dia report", "security breach", "pri- vacy breach", "covered cause of loss", "cyber extortion threat' or "act of cyber terrorism", whichever applies. (2) The right to purchase the Supplemental Ex- tended Reporting Period shall terminate un- less written notice of such election, togeth- er with full payment of the required addi- tional premium due, is received by us no later than sixty (60) days after the effective date of non -renewal or termination of this Policy. (3) The additional premium for the Supplemen- tal Extended Reporting Period shall be 100% of the annual premium for the Cyber Liability coverage in effect on the date the policy was issued or last renewed. (4) If "you" do not elect to purchase a Supple- mental Extended Reporting Period, then coverage under this Endorsement will ter- minate at the end of the Automatic Ex- tended Reporting Period. If `you" elect to purchase a Supplemental Extended Re- porting Period, coverage will terminate at the end of the Supplemental Extended Re- porting Period. (5) Once in effect, the Supplemental Extended Reporting Period may not be canceled, and the entire premium will be deemed fully earned. We will not be liable to return any portion of the premium to "you" for such Supplemental Extended Reporting Period. If "you" have not paid the required addition- al premium for the Supplemental Extended Reporting Period when due, then such Sup- plemental Extended Reporting Period shall be void. C. All terms and conditions of this Endorsement, including the limits of liability, will continue to apply during any extended reporting period. D. The existence of any extended reporting period will not increase or reinstate the limits of liability set forth in the Schedule. WN GL 104 03 16 Page 19 of 20 SECTION IX — OTHER INSURANCE SECTION X — ARBITRATION A. The coverage provided by this Endorsement will be excess insurance over any other valid and collectible insurance available, including any self "insured" retention or deductible portion thereof, whether such insurance is stated to be primary, pro rata, contributory, excess, contin- gent or otherwise, unless such insurance spe- cifically applies as excess insurance over the insurance provided under this Endorsement. B. When both this insurance and other insurance apply to a "claim" on the same basis, we shall not be liable under this Endorsement for a greater proportion of the "claim" than stated in the following applicable contribution provision: (1) Contribution by Equal Shares If all of such other valid and collectible in- surance provides for contribution by equal shares, we shall not be liable for a greater proportion of such "claim" than would be payable if each insurer contributes an equal share until the share of each insurer equals the lowest applicable limit of liability under any one policy or the full amount of the loss is paid, and with respect to any amount of loss not so paid, the remaining insurers then continue to contribute equal shares of the remaining amount of the "claim" until each such insurer has paid its limit in full or the full amount of the "claim" is paid. (2) Contribution by Limits If any of such other insurance does not pro- vide for contribution by equal shares, we shall not be liable for a greater proportion of such "claim" than the limit of liability under this Endorsement bears to the total applica- ble limit of liability of all valid and collective insurance against such "claim". Notwithstanding any other provision of this En- dorsement or the Policy, any irreconcilable dispute between us and an "insured" may be submitted to arbitration in accordance with the then current rules of the American Arbitration Association, except that the arbitration panel shall consist of one arbitrator selected by the "insured," one arbitrator selected by us, and a third independent arbitrator selected by the first two arbitrators. Both parties must mutually agree to arbitration. Arbitration shall take place in the county in which the "insured" resides. Judgment upon the award may be entered in any court having jurisdiction. The arbitrator has the power to decide any dispute between us and the "insured" concern- ing the application or interpretation of this Endorse- ment. However, the arbitrator shall have no power to change or add to the provisions of this Endorse- ment. The "insured" and us will share equally in the cost of arbitration. WN GL 104 03 16 Page 20 of 20 COMMERCIAL GENERAL LIABILITY WN GL 145 12 18 Cyber Crime Coverage Endorsement — Washington This Endorsement modifies insurance provided under the following: CYBER LIABILITY INSURANCE ENDORSEMENT In consideration of the premium charged, it is understood and agreed that "your" Cyber Liability Insurance is amended to include Cyber Crime Coverage, subject to the terms and conditions set forth below. The Cyber Crime Coverage is provided on an Event Discovered and Reported basis. The terms, conditions, exclusions, and limits of liability set forth below apply to Cyber Crime Coverage only. All other terms, conditions and exclusions of the Cyber Liability Insurance Endorsement remain unchanged and apply in full force and effect unless this Endorsement states otherwise. CYBER CRIME COVERAGE SCHEDULE Sub -Limit Effective Date: Information required to complete this Schedule, if not shown above, will be shown in the Cyber Liability Endorsement Supplemental Declarations. The sub -limit shown above shall be part of, and will reduce, the Aggregate Limit shown in the Cyber Liability Endorsement Supplemental Declarations. CYBER CRIME COVERAGE TERMS AND CONDITIONS Various terms and conditions in this Endorsement restrict coverage. Read the entire Endorsement carefully to determine "your' rights and duties, and what is and is not covered. SECTION I — CYBER CRIME COVERAGE AGREEMENTS The coverage provided by this Endorsement shall be subject to the following Coverage Agreements: A. Financial Fraud Coverage Subject to the sub -limit shown in the Cyber Crime Coverage Schedule, we will reimburse "you" for the "financial fraud loss" that "you" incur because of "financial fraud", provided that: (1) Such "financial fraud" takes place or first commences during the "endorsement period"; (2) "You" report the "financial fraud" in writing to us no later than sixty (60) days after expiration of the "endorsement period"; and (3) "Your' bank or credit card company has refused to reverse or prevent a payment transaction, or to indemnify or reimburse "you" for the "financial fraud loss", and "you" provide written confirmation to us of such refusal. B. Telecommunications Fraud Coverage Subject to the sub -limit shown in the Cyber Crime Coverage Schedule, we will reimburse "you" for the "telecommunications fraud loss" that "you" incur because of "telecommunications fraud", provided that: (1) Such "telecommunications fraud" takes place or first commences during the "endorsement period"; and (2) You report the "telecommunications fraud" in writing to us no later than sixty (60) days after expiration of the "endorsement period". WN GL 145 12 18 Page 1 of 4 C. Phishing Attack Coverage Subject to the sub -limit shown in the Cyber Crime Coverage Schedule, we will reimburse "you" for the "phishing attack loss" that "you" incur because of a "phishing attack", provided that: (1) Such "phishing attack" takes place or first commences during the "endorsement period"; and (2) "You" report the "phishing attack" in writing to us no later than sixty (60) days after expiration of the "endorsement period". SECTION II — CYBER CRIME COVERAGE LIMITS OF LIABILITY A. The Cyber Crime Coverage Sublimit shown in the Cyber Crime Coverage Schedule is the most we will pay for each "cyber crime claim" reported during the "endorsement period", and in the aggregate for all "cyber crime claims" reported during the "endorsement period" under all Cyber Crime Coverage Agreements combined, regardless of the number of "insureds". B. The Cyber Crime Coverage Sub -limit is included within, and will reduce, the Aggregate Limit shown in the Cyber Liability Endorsement Supplemental Declarations. C. We will have no obligation to pay, or to continue to pay, any "cyber crime claim" after exhaustion of the Cyber Crime Coverage Sub -limit or exhaustion of the Aggregate Limit shown in the Cyber Liability Endorsement Supplemental Declarations, whichever occurs first. D. All "cyber crime claims" which arise out of the same, related, or continuing events, incidents, acts, facts or circumstances will be considered a single "cyber crime claim", regardless of the number of "cyber crime claims" or "insureds" involved or affected. All "cyber crime claims" which arise out of the same, related, or continuing events, incidents, acts, facts or circumstances will be deemed to have been first reported to us on the date the earliest of such "cyber crime claims" is first reported to us in writing. E. If this Endorsement and any other Coverage Agreement of the Cyber Liability Insurance Endorsement apply to a "cyber crime claim", then the total maximum amount available for the loss "you" incur, from all applicable Coverage Agreements, will not exceed the single largest applicable limit of liability, provided that the total amount we will pay for "financial fraud loss", "telecommunications fraud loss", and/or "phishing attack loss" will never exceed the Cyber Crime Coverage Sub -limit. F. The existence of any extended reporting period will not increase or reinstate the Cyber Crime Coverage Sub -limit. SECTION III — CYBER CRIME COVERAGE DEFINITIONS With respect to the coverage provided by this Endorsement, certain words are shown in quotation marks and are defined as follows. Refer to Section V — DEFINITIONS of the Cyber Liability Insurance Endorsement for terms that are shown in quotation marks in this Endorsement, but are not defined below. A. "Cyber crime claim" means: (1) With respect to Cyber Crime Coverage Agreement A (Financial Fraud), written notice to us of "financial fraud"; and (2) With respect to Cyber Crime Coverage Agreement B (Telecommunications Fraud), written notice to us of "telecommunications fraud"; and (3) With respect to Cyber Crime Coverage Agreement C (Phishing Attack), written notice to us of a "phishing attack". B. "Cyber crime event" means: (1) With respect to Cyber Crime Coverage Agreement A (Financial Fraud), "financial fraud"; (2) With respect to Cyber Crime Coverage Agreement B (Telecommunications Fraud), "telecommunications fraud"; and (3) With respect to Cyber Crime Coverage Agreement C (Phishing Attack), a "phishing attack". WN GL 145 12 18 Page 2 of 4 C. "Endorsement period" means the period of coverage beginning on the effective date of this Endorsement and ending on the expiration date of the Cyber Liability Coverage Period, as shown in the Cyber Liability Endorsement Supplemental Declarations. Coverage may be cancelled or otherwise terminated before the expiration date. D. "Financial fraud" means any of the following: (1) An intentional, unauthorized and fraudulent written, electronic or telephonic instruction transmitted to a financial institution, directing such institution to debit "your" account and to transfer, pay or deliver "money" or "securities" from "your" account, which instruction purports to have been transmitted by "you" or "your" employee, but was in fact fraudulently transmitted by a "third party" without "your" knowledge or consent; or (2) An intentional, unauthorized and fraudulent written, electronic or telephonic instruction transmitted to a financial institution by "your" employee as the result of that employee receiving intentionally misleading or deceptive telephonic or electronic communications from a "third party" falsely purporting to be "you" or "your' client, vendor, or employee, and which directs the financial institution to debit `your' account and to transfer, pay or deliver "money" or "securities" from "your' account; or (3) The theft of "money" or "securities" from "your' bank account or corporate credit cards by electronic means. E. "Financial fraud loss" means "your" loss of "money" or "securities" which is directly caused by "financial fraud". "Financial fraud loss" does not include any amounts reimbursed to "you" by any financial institution. F. "Insured telecommunications system" means any telephone or fax network or system that `you" own, rent, lease, license, or borrow. G. "Money" means a medium of exchange in current use and authorized or adopted by a domestic or foreign government, including, but not limited to, currency, coins, bank notes, bullion, travelers' checks, registered checks and money orders held for sale to the public. H. "Other property" means any tangible property, other than "money" or "securities", which has intrinsic value. I. "Personally identifiable information" means information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual. J. "Phishing attack" means the use of fraudulent electronic communications or malicious websites to impersonate "you" or any of "your' products or services to solicit personal or confidential information. K. "Phishing attack loss" means: (1) Expenses incurred by "you", with our prior written consent, to create and issue a specific press release or to establish a specific website to advise customers and prospective customers of a "phishing attack'; and (2) The cost of reimbursing "your" existing customers for their financial losses arising directly from a "phishing attack". L. "Securities" means negotiable or non-negotiable instruments or contracts representing "money" or "other property", but does not include "money". M. "Telecommunications fraud" means the intentional, unauthorized and fraudulent gaining of access to outgoing telephone service through infiltration and manipulation of an "insured telecommunications system". N. "Telecommunications fraud loss" means the charges incurred by "you" for unauthorized calls directly resulting from "telecommunications fraud". O. "Third party" means any person or entity who does not qualify as an "insured" under the Cyber Liability Insurance Endorsement. WN GL 145 12 18 Page 3 of 4 SECTION IV — CYBER CRIME EXCLUSIONS The EXCLUSIONS section of the Cyber Liability Insurance Endorsement (SECTION III) applies to the coverage provided under this Endorsement. In addition, we will not pay for any "cyber crime claim": A. Based upon, arising out of, resulting from, in consequence of, or in any way involving any actual or alleged unauthorized acquisition, access, use or disclosure of "personally identifiable information" or confidential corporate information that is held or transmitted in any form. This exclusion will not apply to "financial fraud" directly resulting from the use of such "personally identifiable information" or confidential corporate information. B. Based upon, arising out of, resulting from, in consequence of, or in any way involving any seizure, confiscation, nationalization or destruction of an "insured telecommunications system" by order of any governmental or public authority. C. Based upon, arising out of, resulting from, in consequence of, or in any way involving any "cyber crime event" of which any "insured' had knowledge prior to the "endorsement period". D. For amounts that have been wholly or partially reversed by a credit card company or financial institution. E. With respect to Cyber Crime Coverage Agreement A (Financial Fraud) only: (1) Based upon, arising out of, resulting from, in consequence of, or in any way involving any fraudulent instruction if the sender, or any person or organization acting in collusion with the sender, ever had authorized access to "your' password, PIN or other security code. This exclusion will not apply to a fraudulent instruction transmitted by "your' employee, if the fraudulent instruction was transmitted by "your' employee because that employee received intentionally misleading or deceptive telephonic or electronic communications from a "third party" falsely purporting to be "you" or "your" client, vendor, or employee. (2) Based upon, arising out of, resulting from, in consequence of, or in any way involving the giving or surrendering of "money", "securities" or "other property" in any exchange for, or purchase of: Goods, products or services not yet delivered, whether or not fraudulent; or ii. Good, products, or services that fail to conform to advertised quality or performance, or quality or performance expected from the standpoint of the "Insured". (3) Based upon, arising out of, or in any way involving potential income, including interest and dividends, not realized by an "insured" or "your" customers. SECTION V — CYBER CRIME COVERAGE NOTICE PROVISIONS As a condition precedent to coverage under this Endorsement, "you" must give us written notice of any "cyber crime event" no later than sixty (60) days after expiration of the "endorsement period". A "cyber crime claim" under this Endorsement will be deemed to be first reported when such written report is received by us. SECTION VI — ADDITIONAL AMENDMENTS SPECIFIC TO THIS ENDORSEMENT A. It is agreed that the definition of "claim" in Section V — DEFINITIONS of the Cyber Liability Insurance Endorsement is amended to include a "cyber crime claim". B. The following provisions are added to Section VIII — EXTENDED REPORTING PERIOD of the Cyber Liability Insurance Endorsement: a. The 60-day Automatic Extended Reporting Period, if in effect, will apply to any "cyber crime event" that takes place or first commences during the "endorsement period", but prior to the expiration or termination of the Policy, and is reported in writing to us during the Automatic Extended Reporting Period. b. The Supplemental Extended Reporting Period, if purchased, will apply to any "cyber crime event" that takes place or first commences during the Supplemental Extended Reporting Period and is reported in writing to us during the Supplemental Extended Reporting Period, but no later than sixty (60) days from the date any "insured" discovers the "cyber crime event'. ALL OTHER TERMS, CONDITIONS AND EXCLUSIONS OF THE CYBER LIABILITY INSURANCE ENDORSEMENT AND YOUR POLICY REMAIN THE SAME. WN GL 145 12 18 Page 4 of 4 COMMERCIAL GENERAL LIABILITY CG MU 431 12 20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - AMMUNITION OR FIREWORKS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I — Coverages, Coverage A — Bodily Injury And Property Damage Liability, Paragraph 2. Exclusions of Section I — Coverages — Coverage B — Per- sonal And Advertising Injury Liability and Paragraph 2. Exclusions of Section I — Coverages — Coverage C — Medical Payments: This insurance does not apply to "bodily injury", "property damage", "personal and advertising injury" or medical expenses arising directly or indirectly out of the purchasing, selling, manufacturing, storage, han- dling, or igniting of any and all ammunitions or explosive devices including "fireworks", "dangerous fire- works", or "sparkling devices" regardless of whether such operations are conducted by you or on your be- half or whether the operations are conducted for you or for others. 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", "property damage", "personal and advertising injury" or medical expenses in- volved that which is described in the paragraph above. For the purpose of this endorsement, the following definitions apply: "Fireworks" means any combustible or exploding device for producing a striking display of light or loud noise, or any pyrotechnic display including but not limited to entertainment display fireworks, articles of py- rotechnic, special effects, consumer fireworks, blank cartridges, and "sparkling devices". "Dangerous fireworks" means any "fireworks" capable of causing serious physical injury and are firecrack- ers containing more than fifty (50) milligrams of any explosive substance, torpedoes, skyrockets, and rock- ets, roman candles, and bombs. "Sparkling devices" means any ground -based or hand-held device that produce a shower of white, gold, or colored sparks, a colored flame, an audible crackling or whistle, or smoke as their primary pyrotechnic ef- fect. CG MU 431 12 20 Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMMERCIAL GENERAL LIABILITY CG MU 448 12 20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCESS PROVISION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Paragraph 4. Other Insurance of Conditions (Section IV) is replaced by the following: The coverage afforded under this Coverage Part will be excess over any other valid and collectible insurance whether that insurance is primary, excess, contingent or on any other basis. CG MU 448 01 17 Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMMERCIAL GENERAL LIABILITY CG MU 505 12 20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - TRAMPOLINES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I — Coverages, Coverage A — Bodily Injury and Property Damage Liability, Paragraph 2. Exclusions of Section I - Coverage B — Personal and Ad- vertising Injury Liability and Paragraph 2. Exclusions of Coverage C — Medical Payments: This insurance does not apply to "bodily injury", "property damage", "personal and advertising injury" or medical expenses arising out of the ownership, maintenance or use of a trampoline or springboard. 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", "property damage", "personal and advertising injury" or medical expenses in- volved that which is described in paragraph above. CG MU 505 12 20 Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMMERCIAL GENERAL LIABILITY CG MU 588 12 20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION -MECHANICALLY OPERATED AMUSEMENT DEVICES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I — Coverages, Coverage A — Bodily Injury and Property Damage Liability, Paragraph 2. Exclusions of Section I - Coverage B — Personal and Ad- vertising Injury Liability and Paragraph 2. Exclusions of Coverage C — Medical Payments: This insurance does not apply to "bodily injury", "property damage", "personal and advertising injury" or medical expenses arising out of the ownership, operation, maintenance or use of any mechanically operated amusement device. For purposes of this endorsement, a mechanically operated amusement device includes but is not limited to any mechanically operated device a person rides for enjoyment. This includes a ski tow or tow when used in connection with a water slide, or bungee operation or equipment. Mechanically operated amusement device does not include any video arcade or computer game. 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", "property damage", "personal and advertising injury" or medical expenses in- volved that which is described in paragraph above. CG MU 588 12 20 Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMMERCIAL GENERAL LIABILITY CG MU 1078 12 20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY SPECIALTY SOLUTIONS ENHANCEMENT This endorsement modified insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM (CG 00 01) SUMMARY OF COVERAGES Description Limit Of Insurance Abduction Additional Insured — Broad Form Vendors Additional Insured — Lessor Of Leased Equipment Additional Insured — Managers Or Lessors Of Premises Additional Insured — State Or Political Subdivisions — Permits Additional Insureds By Written Contract Broad Form Property Damage Broad Knowledge/Notice Of Occurrence Damage To Premises Rented To You Designated Location(s) — General Aggregate Limit Employee Bodily Injury To A Co -Employee Insured Contract Amended Medical And Dental Payments Mobile Equipment Non -Owned Watercraft Occupational License Review Expense Property Damage Liability — Borrowed Equipment Property Damage Liability — Elevator And Sidetrack Agreement Supplementary Payments Increased Limits Bail Bonds Loss Of Earnings Per Day Unintentional Failure To Disclose Hazards Waiver Of Transfer Of Rights Of Recovery Against Others To Us $50,000 per Abduction/$50,000 Aggregate/$1,000 deductible Included Included Included Included Included $25,000 Per Occurrence Included $300,000 Any One Premises Included Included Included $10,000 Medical Expense Limit Included 51 Feet $2,500 Per Review/$5,000 Aggregate $25,000 Occurrence/$50,000 Aggregate Included $2,500 $1,000 Included Included CG MU 1078 12 20 Page 1 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. The terms and conditions of this policy are amended as indicated below: I. Non -Owned Watercraft SECTION I — COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE, Exclusion 2.g.(2) is revised as follows: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person, who with your expressed or implied consent, either uses or is re- sponsible for the use of the watercraft. This provision does not apply if the insured has any other insurance for "bodily injury" or "property damage" liability that would also be covered under this provision, whether the other insurance is pri- mary, excess, contingent or on any other basis. In that case, this provision does not provide any insur- ance. II. Damage To Premises Rented To You Under SECTION I — COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE, the last paragraph of 2. is deleted and replaced with the following: Exclusions c. through n. do not apply to "Property Damage" to the premises while rented to you or tem- porarily occupied by you with permission of the owner. A separate Damage To Premises Rented To You Limit of Insurance applies to this coverage which is the greater of: 1. The Damage To Premises Rented To You Limit for Each Occurrence shown in the Declarations; or 2. $ 300, 000 Under Section III — LIMITS OF INSURANCE, paragraph 6. does not apply. III. Supplementary Payments SECTION I — COVERAGES, SUPPLEMENTARY PAYMENTS — COVERAGES A & B, are revised as fol- lows: 1. In paragraph 2., the limit of $250 for bail bonds is increased to $2,500. 2. In paragraph 4., the limit of $250 for daily loss of earnings is increased to $1,000. IV. Medical And Dental Payments Under SECTION I — COVERAGES, COVERAGE C. MEDICAL PAYMENTS, if COVERAGE C. MEDICAL PAYMENTS, is not otherwise excluded from this Coverage Part: 1. The Medical Payments Limit is changed to the greater of: a. $10,000; or b. The Medical Expenses Limit shown in the Declarations of this Coverage Part. 2. The provision, in C.1.a.(2) that the expenses must be incurred and reported to us within one year of the date of the accident, is increased to three years. V. Broad Form Property Damage Under SECTION I — COVERAGE A, Exclusion 2J. is amended as follows: 1. Paragraph (3) does not apply. 2. Paragraphs (4) and (6) do not apply to customer's property at your described premises. We do not cover any property: 1. Subject to motor vehicle registration; or 2. While being used to perform construction operations. Our limit for any one "occurrence" under this coverage provision is $25,000. The insurance afforded by reason of this provision is excess over any valid and collectible property in- surance (including any deductible) available to the insured, and SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 4. Other Insurance is changed accordingly. CG MU 1078 12 20 Page 2 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. VI. Occupational License Review Expense The following is added under SECTION I — COVERAGES, COVERAGE A. BODILY INJURY AND PROP- ERTY DAMAGE LIABILITY: 1. Insuring Agreement Subject to the per review and annual aggregate limits of insurance stated in this endorsement, we agree to pay the "insured" for reasonable and necessary covered expenses, as listed below, incurred and paid by the "insured" as a direct result of a "occupational license review", conducted by a gov- ernmental bureau, board, commission or department, occurring during the policy period and in the "coverage territory". a. Covered Expenses include: (1) Fees and expenses of any licensed independent investigative services or legal counsel, hired by the "insured" for the purpose of assisting or representing the "insured" at the "occupa- tional license review"; and (2) Costs of travel, accommodations, and meals incurred by the "insured" in order to appear be- fore the governmental bureau, board, commission or department. b. Exclusions This coverage will not pay for: (1) Hearing fees; or (2) Fines, judgments, lawsuits, or settlement amounts as the result of or in conjunction with the "occupational license review"; or (3) Expense(s) directly or indirectly caused or resulting from the fraudulent, dishonest, or crimi- nal acts of the "insured", any director or officer of the "insured", or agents thereof, whether acting alone or in collusion with others; or (4) Lost salary or wages claimed by or for any "insured" while preparing for or attending the "occupational license review". 2. For the purposes of the coverage provided by this provision, SECTION III — LIMITS OF INSURANCE is amended as follows: With respect to this endorsement only, the following apply: a. The per review limit of insurance shown in this endorsement is the most we will pay per review, regardless of the number of "insureds" reviewed or subject to the "occupational license review". b. The annual aggregate limit of insurance shown in this endorsement is the most we will pay for all covered expenses for each policy period. c. In the event that the "occupational license review" continues over more than one policy period, the expenses shall be limited to the annual aggregate applicable to the policy period when the li- cense review began. d. In no event will any expense claimed for an "occupational license review" be recoverable as ex- pense for another "occupational license review". e. The limits of insurance stated in this endorsement are not part of and are in addition to, the Li- ability Limits of Insurance shown in the Declarations for this policy. 3. For the purposes of the coverage provided by this provision, the following are added under SEC- TION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: a. In the event of a "occupational license review" during the policy period, the "insured" will: (1) Make every reasonable effort to give us immediate written notice and timely updates concur- rent with activity regarding the "occupational license review"; (2) Provide us with the official report of the "occupational license review"; and (3) Provide us with documentation, including receipts, for expenses claimed under this cover- age. b. The insurance under this endorsement will be excess over any other valid insurance or bond. CG MU 1078 12 20 Page 3 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 4. For the purposes of the coverage provided by this provision, the following are added under SEC- TION V — DEFINITIONS: a. "Insured" as used in this endorsement means an employee of the Named Insured shown in the Declarations, but does not include leased or temporary workers or volunteers. "Insured" does not include the Named Insured, unless the Named Insured is an individual person operating as a sole proprietorship, or any other business, whether corporation, partnership, limited liability company or other organization. "Insured" only includes natural persons. b. "Occupational license review" means a formal or informal proceeding conducted by a govern- mental bureau, board, commission or department charged with regulating the "insured's" occu- pational license and involving the review, modification, denial, suspension, or nonrenewal of the "insured's" occupational license or involving disciplinary action against the "insured", in- cluding proceedings to impose a forfeiture or penalty; but "occupational license review" does not include a proceeding concerning any criminal or civil charge brought against the "insured". VII. Abduction The following is added under SECTION I — COVERAGES, COVERAGE A. BODILY INJURY AND PROP- ERTY DAMAGE LIABILITY: 1. Insuring Agreement Subject to the limits, aggregate and deductible as stated in this endorsement, we agree to pay the insured for reasonable and necessary Covered Expenses, as listed below, incurred and paid by the insured or "Guardian(s)" as a direct result of an "abduction" occurring during the policy period and in the "coverage Territory", provided that such "abduction" is otherwise the subject of this en- dorsement hereunder. Payment of such Covered Expenses may continue until the earliest of the fol- lowing unless otherwise stated: a. Up to fourteen (14) days after the recovery of the "Covered Individuals)"; or b. Discovery of the death of the "Covered Individuals►"; or c. Twelve (12) months after the date of the "abduction". Covered Expenses include the following incurred expenses: a. Fees and expenses of any independent investigative services, provided that we have given prior consent to the use of such independent investigative services; and b. Reward to an "Informant" for information leading to the recovery of the "Covered Individual(s)" and the arrest and conviction of the party(ies) responsible for the "abduction"; and c. Fees and expenses of independent forensic analysts engaged by the insured or "Guardian(s)" with prior authorization from us; and d. Fees and expenses of public relations consultants to assist in the location of the "Covered Indi- vidual(s)"; and e. Publicity costs incurred solely and directly to assist in the resolution of an "abduction"; and f. Costs of travel and accommodations incurred by the insured or "Guardian(s) while attempting to resolve an "abduction"; and g. Rest and rehabilitation expenses including travel, lodging and meals of the "Covered Individual(s)" and "Guardian(s)" incurred by the "Guardian(s)" and paid by the insured following resolution of the loss covered hereunder. The total amount under this provision shall not ex- ceed $10,000 for any single loss; and h. Lost salary of "Guardian(s)", which is the amount of compensation paid at an annual rate in- cluding the average bonuses and commissions, that the "Guardian(s)" would normally have earned; and i. Fees for psychological or psychiatric counseling for the benefit of "Guardian (s)", or siblings of the "Covered Individual(s)" beginning on the date of recovery of the "Covered Individual(s)", until the earliest of the following: (1) Up to three (3) months after the recovery or discovery of the death of the "Covered Individ- ual(s)"; or (2) Twelve (1 2) months after the date of the "abduction"; and CG MU 1078 12 20 Page 4 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. j. Fees for psychological or psychiatric counseling for the benefit of "Covered Individual(s)" begin- ning on the date of recovery of the "Covered Individual(s)" and continuing up to twelve (12) months thereafter; and Ic. Medical services and hospitalization costs incurred for the "Covered Individual(s)" as a result of the "abduction" beginning on the date of recovery of the "Covered Individual(s)" and continuing up to twelve (12) months thereafter; and I. Funeral and burial expenses of "Covered Individual(s)" resulting from an "abduction". 2. Exclusions We will not pay any expense(s) directly or indirectly caused or resulting from: a. The fraudulent, dishonest, or criminal acts of any "Insured", any director or officer of the "In- sured", parents or "Guardian(s)" or agents thereof, whether acting alone or in collusion with others; or b. Any legal liability or costs of defense for administrative, regulatory, judicial or other claims hear- ings or lawsuits arising out of the "abduction"; or c. Payment of any "ransom" or demand for money. For the purposes of the abduction coverage provided by this provision, SECTION III — LIMITS OF IN- SURANCE is amended as follows: 1. The Limits of Insurance shown on this Endorsement and the rules below fix the most that we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bring "suits". 2. The Aggregate Limit shown on this Endorsement is the most we will pay for all Covered Expenses for each policy period. All expenses arising from an act or series of related acts involving one or more persons or an act er- ror or event or a series of related acts, errors or events shall be treated as arising out of one "ab- duction". However we will not pay for any loss resulting from an "abduction" which is part of a ser- ies of related acts that began prior to the effective date of this insurance. 3. In no event will any expense claimed, incurred or paid under one "abduction" be recoverable under another "abduction". 4. The "abduction" limit is included as part of the Limits of Insurance under the Liability and Medical Expenses Aggregate Limit. 5. We will not pay for loss in any one "abduction" until the amount of loss exceeds the deductible shown on this Endorsement. We will than pay the amount of loss in excess of the deductible up to the applicable Limit of Insurance as shown in this Endorsement. The deductible will not reduce the Limit of Insurance. For the purposes of the abduction coverage provided by this provision, the following are added under SEC- TION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: 1. In the event of an "abduction" during the Policy Period, the "Insured" will make every reasonable effort to: (a) Determine that the "abduction" has actually occurred prior to incurring costs; and (b) Give immediate oral and written notice to us with periodic and timely updates concurrent with activ- ity occurring during the incident; and (c) Immediately notify local, national or other appropriate law enforcement agency having jurisdiction over the matter. 2. Confidentiality The "Insured" will use all reasonable efforts not to disclose the existence of this Endorsement. 3. Otherinsurance The insurance under this Endorsement will be excess over any other valid insurance. CG MU 1078 12 20 Page 5 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Vill. 4. Cooperation You must cooperate with us in all matters pertaining to this insurance as stated in its terms and conditions. 5. Due Diligence You and every insured or "guardian" must exercise due diligence in doing all things reasonably practicable to avoid or diminish any loss covered under this insurance. For the purposes of the abduction coverage provided by this provision, the following are added under SECTION V — DEFINITIONS: 1. "Abduction" means the wrongful and illegal seizure of a "Covered Individual(s)", by someone oth- er than a "Guardian(s)" or an agent thereof, from the "premises" of the insured or on any other premises while such "Covered Individual(s)" are under the control of the insured occurring during the policy period. "Abduction" as used in this endorsement does not include the actions of any of- ficial acting within their lawful authority. 2. "Covered Individual(s)" means individual(s) under the care, custody and control of the insured. 3. "Informant" means any person, other than a "Covered Individual", providing information not other- wise obtainable solely in return for a reward offered by the insured. 4. "Guardian(s)" means the natural and legal Parent(s) or legal and appointed Guardian, step-Parent(s) or foster Parent(s) of a "Covered Individual(s)" regardless of who has legal custody. 5. "Premises" means any place the insured conducts business. 6. "Ransom" means a consideration paid or demanded for the release of a "Covered Individual(s)" from captivity. Property Damage Liability — Elevators And Sidetrack Agreements The following is added under SECTION I — COVERAGES, COVERAGE A. BODILY INJURY AND PROP- ERTY DAMAGE LIABILITY: 1. Exclusions j. (3), (4) and (6) do not apply to the use of elevators. 2. Exclusion k. does not apply to: a. The use of elevators; or b. Liability assumed under a sidetrack agreement. The insurance afforded by reason of this provision is excess over any valid and collectible property in- surance (including any deductible) available to the insured, and SECTION IV — COMMERCIAL GENER- AL LIABILITY CONDITIONS 4. Other Insurance is changed accordingly. Designated Location(s)-General Aggregate Limit The following is added under SECTION I — COVERAGES, COVERAGE A. BODILY INJURY AND PROP- ERTY DAMAGE LIABILITY: 1. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under COVERAGE A (Section 1), and for all medical expenses caused by accidents under COVERAGE C (Section 1), which can be attributed only to operations at a single designated "loca- tion" shown in the Declarations: a. A separate Designated Location General Aggregate Limit applies to each designated "location", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations. b. The Designated Location General Aggregate Limit is the most we will pay for the sum of all damages under COVERAGE A, except damages because of "bodily injury" or property dam- age" included in the "products -completed operations hazard", and for medical expenses under COVERAGE C regardless of the number of: (1) Insureds; (2) Claims made or "suits" brought; or (3) Persons or organizations making claims or bringing "suits". CG MU 1078 12 20 Page 6 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. c. Any payments made under COVERAGE A, for damages or under COVERAGE C for medical ex- penses shall reduce the Designated Location General Aggregate Limit for that designated "loca- tion". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Location General Aggregate Limit for any other des- ignated "location" also shown in the Declarations. d. The limits shown in the Declarations for Each Occurrence, Fire Damage and Medical Expense continue to apply. However, instead of being subject to the General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Location General Ag- gregate Limit. 2. For all sums which the insured becomes legally obligated to pay as damages caused by "occur- rences" under COVERAGE A (Section 1), and for all medical expenses caused by accidents under COVERAGE C (Section 1), which cannot be attributed only to operations at a single designated "lo- cation" shown in the Declarations: a. Any payments made under COVERAGE A for damages or under COVERAGE C for medical ex- penses shall reduce the amount available under the General Aggregate Limit or the Products -Completed Operations Aggregate Limit, whichever is applicable; and b. Such payments shall not reduce any Designated Location Aggregate Limit. 3. When coverage for liability arising out of the "products -completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in the "prod- ucts -completed operations hazard" will reduce the Products -Completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Location General Aggregate Limit. 4. The following is added under SECTION V — DEFINITIONS "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 5. The provisions of LIMITS OF INSURANCE (SECTION III) not otherwise modified by this coverage shall continue to apply as stipulated. X. Property Damage Liability — Borrowed Equipment The following is added to Exclusion j. under Coverage A. (Section 1): Paragraph (4) of this exclusion does not apply to equipment which you borrow unless the "property damage" occurs while such equipment is being used by an insured at a job site. Subject to all of the terms of SECTION III — LIMITS OF INSURANCE, the maximum limit in any one oc- currence is $25,000 and an annual aggregate of $50,000. This insurance afforded by reason of this provision is excess over any valid and collectible property in- surance (including any deductible) available to you, and SECTION IV — COMMERCIAL GENERAL LIABIL- ITY CONDITIONS 4. Other Insurance is changed accordingly. XI. Additional Insureds By Written Contract A. SECTION II — WHO IS AN INSURED is amended to include as an additional insured any person or organization that you are required to add as an additional insured to this policy by a written contract or written agreement that is: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury", "property damage", "personal and advertising injury". B. The insurance provided to the additional insured applies as follows: 1. That person or organization is only an additional insured with respect to liability caused by your negligent acts or omissions at or from: (a) Premises you own, rent, lease, or occupy or (b) Your ongoing operations performed for the additional insured at the job indicated by written contract or agreement. 2. The limits of insurance applicable to the additional insured are those specified in the written con- tract or agreement or in the Declarations of this policy whichever is less. These limits of insur- ance are inclusive of and not in addition to the limits shown in the Declarations. CG MU 1078 12 20 Page 7 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. C. With respect to the insurance afforded these additional insureds, the following additional insured exclusion applies: 1. If the additional insured is an architect, engineer, or surveyor, this insurance does not apply to "bodily injury", "property damage", "personal and advertising injury" arising out of the render- ing of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings, designs or specifications; or (b) Supervisory, inspection, architectural or engineering activities. 2. The insurance afforded the additional insured does not apply to: (a) "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on the behalf of the additional insured(s) at the site of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than the contractor or subcontrac- tor engaged in performing operations for a principal as part of the same project. XII. Additional Insured — State or Political Subdivisions — Permits The following is added to SECTION II — WHO IS AN INSURED: 1. Any state or political subdivision which has issued a permit to you, subject to the following provi- sions: a. This insurance applies only with respect to operations performed by you or on your behalf for which the state, governmental agency or political subdivision has issued a permit or authoriza- tion. b. This insurance does not apply to: (1) "Bodily injury", "property damage", "personal and advertising injury" arising out of opera- tions performed for the federal government, state or municipality; or (2) "Bodily injury' or "property damage" included within the "products -completed operations hazard". XIII. Additional Insured — Managers Or Lessors of Premises The following is added to SECTION II - WHO IS AN INSURED: 1. Any manager or lessor of premises shown in the Declarations is also an insured, but only with re- spect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations and subject to the following additional exclusions: The following exclusions are added: 1. This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises. b. Structural alterations, new construction or demolition operations performed by or on behalf of any manager or lessor of premises shown in the Declarations. XIV. Additional Insured — Lessor of Leased Equipment The following is added to SECTION II - WHO IS AN INSURED: 1. The person(s) or organization(s) who leases equipment to you for use in your business is also an insured, but only with respect to liability for "bodily injury", "property damage", "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equip- ment leased to you by such person(s) or organization(s). With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. CG MU 1078 12 20 Page 8 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. XV. Additional Insured — Broad Form Vendors The following is added to SECTION II - WHO IS AN INSURED: 1. Any person(s) or organization(s) (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance is also an additional insured, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distrib- uted or sold in the regular course of a vendor's business, subject to the following additional exclu- sions: a. The insurance afforded the vendor does not apply to: (1) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (2) Any express warranty unauthorized by you; (3) Any physical or chemical change in the product made intentionally by the vendor; (4) Repackaging, except when unpacked solely for the purpose of inspection; demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then re- packaged in the original container; (5) Any failure to make such inspections, adjustments, tests, or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in con- nection with the distribution or sale of the products; (6) Demonstration, installation, servicing or repair operations, except such operations per- formed at the vendor's premises in connection with the sale of the product. (7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (8) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a) The exceptions contained in Sub -Paragraphs (4) or (6); or (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b. This insurance does not apply to any insured person or organization, from whom you have ac- quired such products, or any ingredient, part or container, entering into, accompanying or con- taining such products. c. This provision does not apply to any vendor included as an insured by an endorsement issued by us and made part of the Coverage Part. d. This provision does not apply if "bodily injury" or "property damage" included within the "products -complete hazards" is excluded either by the provisions of the Coverage Part or by endorsement. XVI. Employee Bodily Injury To A Co -Employee SECTION II- WHO IS AN INSURED paragraph 2.a.(1) is replaced by the following: However, none of these "employees" or "volunteer workers" are insureds for "bodily injury" or "per- sonal 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 em- ployment 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 the 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 Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. CG MU 1078 12 20 Page 9 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. However, if a suit seeking damages for "bodily injury" or "personal and advertising injury" to any co -"employee" or other "volunteer worker" arising out of and in the course of the co -"employee's" or ,'volunteer worker's" employment or while performing duties related to the conduct of your business, or a suit seeking damages brought by the spouse, child, parent, brother or sister of the co -"employee" or other "volunteer worker", is brought against you or a co -"employee" or a "volunteer worker", we will reimburse the reasonable costs that you incur in providing a defense to the co -"employee" or ,'volunteer worker" against such matters. Any reimbursement made pursuant to this sub -section will be in addition to the limits of liability set forth in the Declarations. XVII. Broad Knowledge/Notice Of Occurrence The following is added under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: The requirement in condition 2.a. that you must see to it that we are notified of an "occurrence" or offense applies only when the "occurrence" or offense is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. A member, if you are a joint venture; 4. An "Executive Officer" or insurance manager, if you are a corporation; or 5. A member, if you are a limited liability company. The requirement in condition 2.b. that you must see to it that we receive notice of a claim or "suit" will not be considered breached unless the breach occurs after such claim or "suit" is known to: 1. You, if you are an individual; 2. A partner, if you are a partnership; 3. A member, if you are a joint venture; 4. An "Executive Officer" or insurance manager, if you are a corporation; or 5. A member, if you are a limited liability company. If you report an accident to your Workers' Compensation insurance carrier which later develops into a liability occurrence, coverage for which is provided by this policy, failure to report such occurrence to us at the time of the accident shall not be a violation of the notification of loss condition in this policy (Condition 2. in Section IV). It is understood and agreed, however, that you shall give notification of such occurrence to us as soon as you are made aware of the fact that the particular accident has de- veloped into a liability claim. XVIII. Unintentional Failure To Disclose Hazards Under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph 6. Representations is replaced by the following: By accepting this policy, you agree; 1. The statements in the Declarations are accurate and complete; 2. Those statements are based upon representations you made to us; and 3. We have issued this policy in reliance upon your representations; If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Part because of such failure. However, this provision does not affect our right to collect additional premium or exercise our right of cancellation or non -renewal. CG MU 1078 12 20 Page 10 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. XIX. Waiver Of Transfer Of Rights Of Recovery Against Others To Us Under SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS, the paragraph 8. Transfer of Rights of Recovery Against Others To Us condition is amended by the addition of the following: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and include in the "products — completed operations hazard" when you have waived such right of recovery under a written contract with that person or organiza- tion. Such written contract must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury", "property damage", "personal and advertising injury"; or 3. Executed after "bodily injury", "property damage", "personal and advertising injury" if: a. The terms and conditions of the written contract or written agreement had been agreed upon prior to the "bodily injury", "property damage", "personal and advertising injury"; and b. The insured can definitively establish that the terms and conditions of the written contract or written agreement ultimately executed are the same as those which had been agreed upon pri- or to the "bodily injury", "property damage", "personal and advertising injury". XX. Insured Contract SECTION V — DEFINITIONS, "Insured Contract" paragraph 9.a. is replaced by the following: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion or sprinkler leakage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". XXI. Mobile Equipment The following is added under SECTION V — DEFINITIONS, 12. "Mobile Equipment": Paragraph f.(1) does not apply to self-propelled vehicles of less than 1,000 pounds gross vehicle weight. CG MU 1078 12 20 Page 11 of 11 Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMMERCIAL GENERAL LIABILITY CG MU 1129 12 20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION - ASSAULT OR BATTERY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following exclusion is added to Paragraph 2. Exclusions of Section I — Coverage A — Bodily Injury And Property Damage Liability, Paragraph 2. Exclusions of Section I — Coverage B — Personal And Advertising Injury Liability and Paragraph 2. Exclusions of Section I — Coverage C — Medical Payments: This insurance does not apply to "bodily injury", "property damage", "personal and advertising injury" or medical expenses arising out of an "assault or battery". This exclusion applies to any claim, demand, or "suit" based upon any actual or alleged "assault or battery" resulting from: 1. The failure to provide or maintain a safe environment or warn of any risk or danger; 2. The failure to render aid or treatment; or 3. The negligent: a. Employment; b. Hiring; c. Investigation; d. Supervision; e. Training; f. Reporting to the proper authorities, or failure to so report; or g. Retention; of a person or entity for whom any insured is or ever was legally responsible and whose conduct would be excluded in Paragraph 1. or 2. above. This exclusion supersedes any provision in the attached policy that provides coverage for "bodily injury" arising out of, directly or indirectly resulting from, in consequence of or in any way involving the use of reasonable force to protect persons or property. For the purposes of this endorsement, the following definition is added: "Assault or battery" means actual or threatened harmful use of force or offensive contact or communication whether or not the threat or use of force is alleged to be negligent, intentional or criminal in nature. "Assault or battery" includes but not limited to, sexual assault, physical or emotional abuse. CG MU 1129 12 20 Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. WESTERN NATIONAL INSURANCE GROUP* MINNEAPOLIS, MINNESOTA PRIVACY POLICY WESTERN NATIONAL INSURANCE GROUP VALUES THE TRUST YOU HAVE PLACED IN US. IN RETURN, WE TAKE SERIOUSLY THE PROTECTION OF YOUR NON-PUBLIC PERSONAL INFORMATION. THIS NOTICE DE- SCRIBES HOW WESTERN NATIONAL USES AND SAFEGUARDS YOUR INFORMATION. INFORMATION WE MAY COLLECT Western National Insurance Group may collect certain information about you in the operation of its business. This information falls generally within three categories: 1) Information necessary to properly underwrite risks and charge a fair premium. This may include infor- mation you provided on the application for insur- ance, motor vehicle reports, credit reports, or past claims information. 2) Information necessary to fairly evaluate claims. This may include information you provided on loss reports, information maintained by governmental agencies such as police and fire departments, motor vehicle information, medical records, em- ployment records, wage and salary verification, credit reports, information from other insurers, in- formation about past claims, and other information necessary to evaluate claims. 3) Finance information related to premium payments. This may include credit card numbers, bank ac- count information, or other financial information. DISCLOSURE OF INFORMATION Western National does not sell your private informa- tion. We do not make available your private informa- tion to nonaffiliated companies for marketing pur- poses. Western National only shares information when it is necessary to conduct our insurance busi- ness. Information may be disclosed to insurance sup- port groups that provide data for underwriting and claims purposes. In addition, information may be shared with adjusters, attorneys, auditors, agents or others that Western National retains to work on your or its behalf or by individuals that you retain, such as body shops or contractors, to work on your behalf. Western National may disclose claim information to other insurers or other parties during the handling of claims, during litigation surrounding those claims, or after claims have been resolved to the extent permit- ted by law. PROTECTING YOUR INFORMATION Western National maintains physical and electronic safeguards to prevent access to your information by people other than Western National employees. West- ern National continually assesses new technology for protecting information and upgrades its systems when appropriate. * This privacy policy applies to all companies within Western National Insurance Group: American Freedom Insurance Company Arizona Automobile Insurance Company Nevada General Insurance Company Pioneer Specialty Insurance Company Umialik Insurance Company Western Home Insurance Company Western National Assurance Company Western National Finance Company Western National Mutual Insurance Company WN GR 01 01 17 WN IL 13 05 14 WESTERN NATIONAL MUTUAL INSURANCE COMPANY This policy is issued by a Mutual Company having special regulations lawfully applicable to its organization, membership, policies or contracts of insurance, of which the following shall apply to and form a part of this policy. This policy is nonassessable. The policyholder is a member of the company and shall participate, to the extent and upon the conditions fixed and determined by the Board of Directors of the Company in accordance with the provisions of law, in the distribution of dividends so fixed and determined. The insured is hereby notified that by virtue of this policy they are a member of the Western National Mutual Insurance Company, and that the annual meetings of the company are held at its home office in the city of Edina, Minnesota on the second Tuesday in June in each year, at 1:30 p.m. The insured is entitled to vote either in person or by proxy at any and all meetings of said company. In Witness Whereof, we have caused this policy to be executed and attested, but this policy shall not be valid unless countersigned by our authorized representative, if applicable in your state. Secretary 1lyj Ll 01 M [c] W � .1 MA