Clark COI 26

AID 1968346 · View on Simbli

Agenda Item

iv. Contract Ratification and Renewal ~ ITB 25-549 Automotive, Bus Repair, and Services ~ Associated Fuel, Clark Truck Repair, Cummins, Inc., First Services, Georgia Truck & Trailer Repair, LLC, Stivers Ford South, Yancey Bros. (Not to Exceed $1,800,000)

Summary: Presented By: Mr. Erick Hofstetter, Chief Operating Officer, Division of Operations
Request: It is requested that the DeKalb County Board of Education approve the first of four (1 of 4) contract renewals and ratifications for ITB 25-549, Automotive, Bus Repair and Services in the amount not to exceed $1,800,000:


Associated Fuel: 3/12/2026-3/11/2027*
Clark Truck Repair: 2/26/2026-2/25/2027*
Cummins Inc: 9/10/2026-9/9/2027
First Services: 2/26/226-2/25/2027*
Georgia Truck & Trailer Repair, LLC: 3/5/2026-3/4/2027*
Stivers Ford South: 2/26/2026-2/25/2027*
Yancey Bros: 5/14/2026-5/13/2027

*The contracts were executed at different times, resulting in varying effective and renewal dates and require ratification.
Why: This approval request is for contract renewal to provide automotive, bus repair and services. It will allow DeKalb County School District (DCSD) to continue receiving services for Automotive, Bus Repair, and Services. This contract renewal will provide supplemental support services to the Fleet Services maintenance staff when the scope of work is beyond their capabilities and/or specialized tools, software and computer programming are needed.
Details: On February 10, 2025, the Board approved the award of ITB 25-549 to Associated Fuel, Clark Truck Repair, Cummins, Inc., First Services, Georgia Truck & Trailer Repair, LLC, Stivers Ford South, Yancey Bros.

Automotive contractors will provide services to the Fleet Services Department that include repair, service, and maintenance of diesel, gasoline, propane, compressed natural gas (CNG) engines, transmission repair, electrical systems, air and hydraulic brake systems, on school buses, sedans, and light, medium and heavy-duty trucks on an as needed basis. The contract enables the District to schedule work efficiently and reduce delays in response to both preventive and emergency work order needs.

This recommendation is for the first of four ( #1 of 4) one (1) year contract renewal options and continues the award of services as originally approved by the Board. Due to differing effective dates, ratification is required for some contracts included in this solicitation.
Financial impact: The total budget for these services in an amount not to exceed $1,800,000, will be allocated from the General Operations Repair and Maintenance Service fund cost code: 100.2700.543000.00011.7190.1320.8013.040.0000.
Contact: Mr. Erick Hofstetter, Chief Operating Officer, Division of Operations, 678.975.5924
Mr. Raymond Stanley, Executive Director, Fleet and Transportation Services, Division of Operations, 678.676.1387
Dr. Chardra Carter, Director, Fleet Services, Division of Operations, 678.676.1387
Effective: Upon Board Approval
Status: Approved by the Office of Legal Affairs
                                                                                                                                                                            DATE (MM/DD/YYYY)
                                                CERTIFICATE OF LIABILITY INSURANCE                                                                                             03/04/2026
  THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
  CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
  BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
  REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
  IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
  If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
  this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER                                                                                      CONTACT       Emily O'Dell
                                                                                              NAME:
STARR-MATHEWS AGENCY                                                                          PHONE           (770) 386-0466                               FAX             (770) 386-3164
                                                                                              (A/C, No, Ext):                                              (A/C, No):
P. O. Box 1990                                                                                E-MAIL        eodell@starrmathews.com
                                                                                              ADDRESS:
                                                                                                                   INSURER(S) AFFORDING COVERAGE                                       NAIC #
Cartersville                                                            GA 30120              INSURER A :   Utica Mutual Insurance Company                                             25976
INSURED                                                                                       INSURER B :   Utica National Assurance Compa                                             10687
                 Clark Maintenance & Supplies, Inc                                            INSURER C :   Republic Franklin Ins. Co                                                  12475
                 1685 Marietta Road NW                                                        INSURER D :   ARMR.Network, LLC
                                                                                              INSURER E :
                 Atlanta                                                GA 30318-3667         INSURER F :
COVERAGES                                      CERTIFICATE NUMBER:            2025-26                                                  REVISION NUMBER:
  THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
  INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
  CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
  EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR                                                 ADDL SUBR                                         POLICY EFF      POLICY EXP
 LTR                TYPE OF INSURANCE                INSD WVD              POLICY NUMBER              (MM/DD/YYYY)    (MM/DD/YYYY)                                LIMITS
           COMMERCIAL GENERAL LIABILITY                                                                                                EACH OCCURRENCE                  $    1,000,000
                                                                                                                                       DAMAGE TO RENTED                      100,000
                CLAIMS-MADE          OCCUR                                                                                             PREMISES (Ea occurrence)         $

                                                                                                                                       MED EXP (Any one person)         $    5,000
 A                                                    Y     Y    5736325                               10/01/2025      10/01/2026      PERSONAL & ADV INJURY            $    1,000,000

       GEN'L AGGREGATE LIMIT APPLIES PER:                                                                                              GENERAL AGGREGATE                $    2,000,000
                        PRO-                                                                                                                                                 2,000,000
           POLICY       JECT          LOC                                                                                              PRODUCTS - COMP/OP AGG           $

           OTHER:                                                                                                                                                       $

       AUTOMOBILE LIABILITY                                                                                                            COMBINED SINGLE LIMIT            $    1,000,000
                                                                                                                                       (Ea accident)
           ANY AUTO                                                                                                                    BODILY INJURY (Per person)       $

 B         OWNED                  SCHEDULED           Y     Y    5736324                               10/01/2025      10/01/2026      BODILY INJURY (Per accident)     $
           AUTOS ONLY             AUTOS
           HIRED                  NON-OWNED                                                                                            PROPERTY DAMAGE                  $
           AUTOS ONLY             AUTOS ONLY                                                                                           (Per accident)
                                                                                                                                                                        $

           UMBRELLA LIAB             OCCUR                                                                                             EACH OCCURRENCE                  $    2,000,000
 A         EXCESS LIAB               CLAIMS-MADE      Y     Y    5741551                               10/01/2025      10/01/2026      AGGREGATE                        $    2,000,000

               DED        RETENTION $ 10,000                                                                                                                            $
       WORKERS COMPENSATION                                                                                                                 PER              OTH-
       AND EMPLOYERS' LIABILITY                                                                                                             STATUTE          ER
                                               Y/N
       ANY PROPRIETOR/PARTNER/EXECUTIVE                                                                                                E.L. EACH ACCIDENT               $    1,000,000
 C     OFFICER/MEMBER EXCLUDED?                 Y    N/A    Y    5736323                               10/01/2025      10/01/2026
       (Mandatory in NH)                                                                                                               E.L. DISEASE - EA EMPLOYEE       $    1,000,000
       If yes, describe under
       DESCRIPTION OF OPERATIONS below                                                                                                 E.L. DISEASE - POLICY LIMIT      $    1,000,000

       Pollution Policy
 D                                                               ENP0314270-01                         10/09/2025      10/09/2026      Per Occcurence                        1,000,000
                                                                                                                                       Per Aggregate                         1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

General Liability Extension Endorsement-8-E-3548 Ed. 7-2011, Primary and Noncontribuory-Cg 20 01 12 19, Commerical Automobile Extension
Endorsement-8-E-2419 Ed. 04-2017, Waiver Of Our Right to Recover From Others Endorsement-WC 00 03 13, Follow Form Broadening
Endorsement-8-UMC-130 Ed. 10-2003, Commerical Liability Umbrella Coverage Form-CU 00 01 04 13
Excluded: Ashley Malone, Jeremiah Clark, Robert Clark, Robert Clark II




CERTIFICATE HOLDER                                                                            CANCELLATION

                                                                                                 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
                                                                                                 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
                 Dekalb County School District and Dekalb County Board of Education              ACCORDANCE WITH THE POLICY PROVISIONS.

                 1701 Mountain Industrial BLVD
                                                                                              AUTHORIZED REPRESENTATIVE


                 Stone Mountain                                         GA 30063

                                                                                                                     © 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03)                                         The ACORD name and logo are registered marks of ACORD
                         Additional Named Insureds

Other Named Insureds
1668 Thomas St. LLC                   Limited Liability Company, Additional Insured


1685 Marietta Road LLC                Limited Liability Company, Additional Insured


Clark Truck Repair                    C Corporation, Additional Named Insured




 OFAPPINF (02/2007)                                             COPYRIGHT 2007, AMS SERVICES INC
    POLICY NUMBER:              CULP      5741551                                 COMMERCIAL LIABILITY UMBRELLA


              THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
                   FOLLOW FORM BROADENING ENDORSEMENT
                            (COVERAGES A AND B)
    This endorsement modifies insurance provided under the following:
             COMMERCIAL LIABILITY UMBRELLA COV ERAGE PART

                                                           SCHEDULE
    Exclusions Applicable to Coverage A:
     )
         X
         )
                  Expected Or Intended Injury

/ / / /
     )
         X
         )
                  Damage To Property

/ / / /
     )
         X
         )
                  Professional Services
     )   )
                  Other (specify):




             /)




    Exclusions Applicable to Coverage B:
)

,                                                                                                                 ,     )




     )
         X
         )
                  Contractual Liability
/ / /    X        Professional Services
/ / /
     )   )




     )   )
                  Other (specify):




8
)

             >)


                                                                                                                  8     )




    The following is added as the final paragraph of the Exclusion(s) indicated by an "X" in the Schedule above.
    This exclusion does not apply to the extent that valid "underlying insurance" for the exposure described above
    exists or would have existed but for the exhaustion of the applicable underlying limits. Coverage provided will
    follow the provisions, exclusions and limitations of the "underlying insurance" unless otherwise directed by this
    insurance.
    8-UMC-130 Ed. 10-2003             Includes copyrighted material of Insurance Services Office, Inc.,
                                                          with its permission.
                                          Copyright, Utica Mutual Insurance Company, 2003.
                                                                          COMMERCIAL GENERAL LIABILITY

     THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

       GENERAL LIABILITY EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:

    COMMERCIAL GENERAL LIABILITY COVERAGE FORM

1. INCIDENTAL MALPRACTICE                                       This exclusion applies even if the claims against
   a. The definition of “bodily injury” in SECTION              any insured allege negligence or other
       V - DEFINITIONS is amended to include                    wrongdoing in the supervision, hiring,
       injury arising out of rendering or failing to            employment, training or monitoring of others by
       render medical or paramedical services to                that insured, if the “occurrence” which caused
       persons by any physician, dentist, nurse,                the “bodily injury” or “property damage” involved
       emergency medical technician or paramedic                the    ownership,       maintenance,    use      or
       who is employed by you to provide such                   entrustment to others of any aircraft, “auto” or
       services.                                                watercraft that is owned or operated by or
   b. Paragraph 2.a.(1)(d) of SECTION II - WHO                  rented or loaned to any insured.
       IS AN INSURED does not apply to nurses,                  This exclusion does not apply to:
       emergency        medical    technicians    or
                                                                (1) An aircraft that is:
       paramedics described in paragraph a.
       above.                                                       (a) Hired, chartered or loaned to an insured
   c. Part (1) of the Employers Liability                                with a paid crew; and
       exclusion under Paragraph 2. Exclusions,                     (b) Not owned by an insured;
       of SECTION - I COVERAGE A does not                       (2) A watercraft while ashore on premises you
       apply to injury to the emotions or reputation                own or rent;
       of a person arising out of such services.                (3) A watercraft you do not own that is:
   This Incidental Malpractice Coverage does not                    (a) Less than 51 feet long; and
   apply if you are engaged in the business or
   profession of providing services described in                    (b) Not being used to carry persons or
   paragraph a. above.                                                   property for a charge;
2. EXTENDED PROPERTY DAMAGE                                     Exceptions (1) and (3) to this exclusion g. do
   Under Paragraph 2. Exclusions of SECTION - I                 not apply, and exclusion g. is fully applicable, to
   COVERAGE A, the Expected Or Intended                         any aircraft or watercraft to which any other
   Injury exclusion is replaced by the following:               insurance covering “bodily injury” or “property
   Expected Or Intended Injury                                  damage” is available to the insured. This is so
   “Bodily injury” or “property damage” expected or             whether the other insurance applies on a
   intended from the standpoint of the insured.                 primary, excess, contingent or any other basis.
   This exclusion does not apply to “bodily injury”             (4) Parking an “auto” on, or on the ways next
   or “property damage” resulting from the use of                   to, premises you own or rent, provided the
   reasonable force to protect persons or property.                 “auto” is not owned by or rented or loaned
3. NONOWNED AIRCRAFT AND WATERCRAFT                                 to you or the insured;
   Under Paragraph 2. Exclusions of SECTION - I                 (5) Liability assumed under any “insured
   COVERAGE A, the Aircraft, Auto or                                contract” for the ownership, maintenance or
   Watercraft is replaced by the following:                         use of aircraft or watercraft; or
   Aircraft, Auto or Watercraft                                 (6) “Bodily injury” or “property damage” arising
   “Bodily injury” or “property damage” arising out                 out of:
   of the ownership, maintenance, use or
   entrustment to others of any aircraft, “auto” or
   watercraft owned or operated by or rented or
   loaned to any insured. Use includes operation
   and “loading or unloading.”




8-E-3548 Ed. 7-2011        Includes copyrighted material of Insurance Services Office, Inc.,          Page 1 of 9
                                              with its permission.
                              Copyright, Utica Mutual Insurance Company, 2007.
      (a) The operation of machinery or                 5. CONTRACTUAL PERSONAL AND ADVERTISING
           equipment that is attached to, or part of,      INJURY
           a land vehicle that would qualify under         Under Paragraph 2. Exclusions of SECTION - I
           the definition of “mobile equipment” if it      COVERAGE B, the Contractual Liability
           were not subject to a compulsory or             exclusion is deleted. However, the coverage
           financial responsibility law or other           provided by this section will not apply if
           motor vehicle insurance law in the state        COVERAGE            B       PERSONAL         AND
           where it is licensed or principally             ADVERTISING INJURY LIABILITY is excluded
           garaged; or                                     by any of the exclusions or other provisions of
      (b) The operation of any of the machinery            the Coverage Form or by any endorsement.
           or equipment listed in Paragraph f.(2) or
                                                        6. FIRE, LIGHTNING OR EXPLOSION DAMAGE
           f.(3) of the definition of “mobile
           equipment”.                                     a. The last paragraph of SECTION I -
4. PROPERTY           DAMAGE          LIABILITY     -          COVERAGE A (after the exclusions) is
   ELEVATORS, BORROWED EQUIPMENT and                           replaced by the following:
   LIMITED COVERAGE FOR DAMAGE TO                              Exclusions c. through n. do not apply to
   PERSONAL PROPERTY IN YOUR CARE,                             damage by fire, lightning or explosion to
   CUSTODY OR CONTROL                                          premises rented to you or temporarily
   a. Under Paragraph 2. Exclusions of                         occupied by you with permission of the
      SECTION - I COVERAGE A, part (4) of the                  owner.       A separate limit of insurance
      Damage To Property exclusion applies as                  applies to this coverage as described in
      follows:                                                 SECTION III - LIMITS OF INSURANCE.
      (1) This exclusion always applies to                 b. Paragraph 6. of Section III - Limits Of
           “property damage” to property of others             Insurance is replaced by the following:
           which occurs at premises you own, rent              6. Subject to 5. above, the greater of:
           or control.                                              (1) $500,000; or
      (2) With respect to “property damage” to
           personal property of others which                        (2) The Damage To Premises Rented
           occurs away from premises you own,                            To You Limit shown in the
           rent or control, this exclusion will apply                    Declarations;
           only when the “property damage” is:                      is the most we will pay under Coverage
           (a) To property which you have                           A for damages because of “property
                contracted to install;                              damage” to any one premises, while
           (b) The direct result of the property                    rented to you, or in the case of damage
                being raised, lowered or otherwise                  by fire, lightning or explosion, while
                moved by a crane;                                   rented to you, or temporarily occupied
           (c) To “mobile equipment” or an “auto”;                  by you with permission of the owner.
           (d) To that particular part of property                  The Damage To Premises Rented To
                which you are attempting to service                 You Limit applies to all loss or damage
                or repair; or                                       caused by or resulting from fire,
           (e) Covered by other insurance which                     lightning, or explosion; or any
                will pay for the “property damage.”                 combination of these causes
      (3) This exclusion does not apply to                 c. Under SECTION IV - COMMERCIAL
           “property      damage”      to    borrowed          GENERAL          LIABILITY     CONDITIONS,
           equipment while not being used to                   OTHER         INSURANCE,        the    Excess
           perform operations at the job site.                 Insurance provision pertaining to fire
   b. Parts (3), (4) and (6) of the Damage To                  insurance for premises rented to you or
      Property exclusion do not apply to the use               temporarily     occupied     by     you   with
      of elevators.                                            permission of the owner is replaced by the
   c. The insurance afforded by this section is                following:
      excess over any valid and collectible                    That is Fire and Extended Coverage
      property insurance (including any deductible             insurance for premises rented to you or
      portion thereof) available to the insured                temporarily     occupied     by     you   with
      whether primary, excess, contingent or on                permission of the owner;
      any other basis, and the OTHER
      INSURANCE condition is deemed changed
      accordingly.




Page 2 of 9                                                                          8-E-3548 Ed. 07-2011
7. SUPPLEMENTARY PAYMENTS                                           (iii) For which there is any
                                                                          obligation to share damages
   Under SUPPLEMENTARY PAYMENTS -
                                                                          with or repay someone else
   COVERAGES A AND B:
                                                                          who must pay damages
   a. The most we will pay for the cost of bail                           because of the injury
      bonds required because of accidents or                              described in Paragraphs
      traffic law violations arising out of the use of                    (1)(a)(i) or (ii) above; or
      any vehicle to which the Bodily Injury                        (iv) Arising out of his or her
      Liability Coverage applies is increased by                          providing or failing to
      $2,250.                                                             provide professional health
   b. The most we will pay for actual loss of                             care services. However, if
      earnings because of time off from work is                           you have “employees” who
      increased by $250.                                                  are pharmacists in your
8. BROADENED COVERAGE - EMPLOYEES/                                        retail druggist or drugstore
   VOLUNTEERS                                                             operation, they are insured
   The following replaces paragraph 2.a. under                            with      respect       to  their
   SECTION II - WHO IS AN INSURED:                                        providing or failing to
                                                                          provide professional health
   2. Each of the following is also an insured:                           care services.
      a. Your “volunteer workers” only while                   (b) “Property damage” to property:
           performing duties related to the conduct                 (i) Owned, occupied or used
           of your business, or your “employees”,                         by,
           other than either your “executive                        (ii) Rented to, in the care,
           officers” (if you are an organization                          custody or control of, or
           other than a partnership, joint venture                        over which physical control
           or limited liability company) or your                          is being exercised for any
           managers (if you are a limited liability                       purpose by
           company), but only for acts within the                   you, any of your “employees”,
           scope of their employment by you or                      “volunteer workers”, any partner
           while performing duties related to the                   or member (if you are a
           conduct of your business. However,                       partnership or joint venture), or
           none of these:                                           any member (if you are a
            (1) “Employees” is an insured for:                      limited liability company).
                                                           (2) “Volunteer workers” is an insured
                (a) “Personal    and    advertising            for:
                    injury”:                                   (a) “Bodily injury” or “personal and
                    (i) To you, to your partners or                 advertising injury”:
                         members (if you are a                      (i) To you, to your partners or
                         partnership       or     joint                   members (if you are a
                         venture), to your members                        partnership           or    joint
                         (if you are a limited liability                  venture), to your members
                         company),      to    a    co-                    (if you are a limited liability
                         ”employee” while in the                          company),          to     a   co-
                         course of his or her                             ”employee” while in the
                         employment or performing                         course of his or her
                         duties related to the                            employment or performing
                         conduct of your business,                        duties related to the
                         or to your other “volunteer                      conduct of your business,
                         workers” while performing                        or to your other “volunteer
                         duties related to the                            workers” while performing
                         conduct of your business;                        duties related to the
                    (ii) To the spouse, child,                            conduct of your business;
                         parent, brother or sister of               (ii) To the spouse, child,
                         that     co-”employee”       or                  parent, brother or sister of
                         “volunteer worker” as a                          that      co-”employee”        or
                         consequence of Paragraph                         “volunteer worker” as a
                         (1)(a)(i) above;                                 consequence of Paragraph
                                                                          (2)(a)(i) above;




8-E-3548 Ed. 07-2011                                                                         Page 3 of 9
                    (iii) For which there is any         10. SUBSIDIARIES
                          obligation     to    share         The following is added under SECTION II -
                          damages with or repay              WHO IS AN INSURED:
                          someone else who must              a. Any organization, not shown in the
                          pay damages because of                Declarations as a Named Insured, which is
                          the injury described in               a legally incorporated entity, if you own
                          Paragraphs (2)(a)(i) or (ii)          more than 50% of the outstanding securities
                          above; or                             representing the present right to vote for the
                    (iv) Arising out of his or her              election of its directors; or
                          providing or failing to            b. Any organization, not shown in the
                          provide professional health           Declarations as a Named Insured, which is
                          care services.                        a legally incorporated entity, if more than
                (b) “Property damage” to property:              50% of the outstanding securities
                    (i) Owned, occupied or used                 representing the present right to vote for the
                          by,                                   election of its directors is owned by an
                                                                organization described in paragraph 10.a.
                    (ii) Rented to, in the care,
                                                                above; is also an insured.
                         custody or control of, or
                         over which physical control            The insurance afforded under paragraphs
                         is being exercised for any             10.a. and 10.b. applies only if no other
                         purpose by                             insurance of any kind is available to such
                                                                entity for this kind of liability.
                    you, any of your “employees”,
                    “volunteer workers”, any partner     11. ADDITIONAL INSUREDS - BY CONTRACT,
                    or member (if you are a                  AGREEMENT OR PERMIT - INCLUDING
                    partnership or joint venture), or        LESSOR OF LEASED EQUIPMENT, OWNER
                    any member (if you are a                 OF LEASED LAND, MANAGERS OR
                    limited liability company).              LESSORS OF PREMISES, ENGINEERS,
9. NEWLY         FORMED           OR      ACQUIRED           ARCHITECTS AND SURVEYORS AND
   ORGANIZATIONS                                             VENDORS
   Paragraph 3. under SECTION II - WHO IS AN                 The following is added to SECTION II - WHO IS
   INSURED, is replaced by the following:                    AN INSURED:
   3. Any organization you newly acquire or form;            a. Additional Insureds - By Contract,
      other than a partnership, joint venture or                Agreement or Permit
      limited liability company; and over which                 (1) Any person or organization with whom
      you maintain ownership or majority interest,                    you have entered into a written
      will qualify as a Named Insured if there is no                  contract, agreement or permit requiring
      other similar insurance available to that                       you to provide insurance such as is
      organization. However:                                          afforded by this Commercial General
      a. Coverage under this provision is                             Liability Coverage Form will be an
           afforded only until the 180th day after                    additional insured, but only:
           you acquire or form the organization or                    (a) To the extent that such additional
           the end of the policy period, whichever                        insured is held liable for acts or
           is earlier; and                                                omissions committed by you or your
      b. Coverage under this provision does not                           subcontractors during the performance
           apply to:                                                      of your ongoing operations for the
                                                                          additional insured.
           (1) “Bodily injury” or “property damage”
               that occurred; or                                      (b) With respect to property owned or
                                                                          used by, or rented or leased to,
           (2) “Personal and advertising injury”
                                                                          you.
               arising out of an offense committed;
                                                                      The insurance afforded any additional
           before you acquired or formed the
                                                                      insured under this paragraph 11.a.(1)
           organization.
                                                                      will be subject to all applicable
                                                                      exclusions or limitations described in
                                                                      paragraphs 11.b.(1), (2), (3) and (4)
                                                                      and in 11.c.(1), (2), (3), (4), (5) and (6)
                                                                      below.




Page 4 of 9                                                                             8-E-3548 Ed. 07-2011
      (2) Such insurance as is provided by                (4) Engineers, Architects or Surveyors
          paragraph 11.a.(1) for any additional               If an engineer, architect or surveyor is
          insured will be primary, if so required by          an additional insured as a result of the
          the written contract, agreement or                  provisions of paragraphs 11.a.(1), (2)
          permit. Any other insurance available to            and (3) above, the following additional
          such person or organization shall be                exclusions apply:
          excess over this insurance.
                                                              This insurance does not apply to “bodily
      (3) A person's or organization's status as              injury,” “property damage,” “personal
          an additional insured in connection with            and advertising injury” arising out of the
          a written contract, agreement or permit             rendering or failing to render any
          under paragraphs 11.a.(1), (2) and (3)              professional services by or for you,
          ends when your operations for that                  including:
          additional insured are completed or the
                                                              (a) The preparing, approving, or failing
          written contract, agreement or permit is
                                                                   to approve, maps, shop drawings,
          terminated or expires.
                                                                   opinions, reports, surveys, field
   b. Additional Exclusions or Limitations
                                                                   orders, change orders or drawings
      (1) Lessor of Leased Equipment                               and specifications; or
          If an equipment lessor is an additional             (b) Giving directions or instructions, or
          insured as a result of the provisions of                 failing to give them, if that is the
          paragraphs 11.a.(1), (2) and (3) above,                  primary cause of injury.
          the following additional exclusion
          applies:                                        (5) Vendors of “Your Products”
          This insurance does not apply to “bodily            If a vendor of “your products” is an
          injury” or “property damage” arising out            additional insured under this Coverage
          of the sole negligence of such                      Part, such insurance as is provided to
          additional insured.                                 the additional insured applies only with
      (2) Owner of Leased Land                                respect to “bodily injury” or “property
                                                              damage” arising out of “your products”
          If an owner or other interest from whom
                                                              which are distributed or sold in the
          land has been leased is an additional
                                                              regular course of the vendor's business
          insured as a result of the provisions of
                                                              and subject to the following additional
          paragraphs 11.a.(1), (2) and (3) above,
                                                              exclusions:
          the following additional exclusions
          apply:                                              (a) This insurance afforded the vendor
          This insurance does not apply to:                        does not apply to:
          (a) Any “occurrence” that takes place                    (i) “Bodily injury” or “property
               after you cease to lease that land;                       damage” for which the vendor
               or                                                        is obligated to pay damages by
          (b) Structural        alterations,      new                    reason of the assumption of
               construction        or        demolition                  liability in a contract or
               operations performed by or for the                        agreement. This exclusion does
               owner or other interest from whom                         not apply to liability that the
               the land was leased.                                      vendor would have in the
                                                                         absence of the contract or
      (3) Managers or Lessors of Premises
                                                                         agreement;
          If a manager or lessor of premises you
          rent or lease is an additional insured as                (ii) Any        express       warranty
          a result of the provisions of paragraphs                       unauthorized by you;
          11.a.(1), (2) and (3) above, the                         (iii) Any physical or chemical
          following additional exclusions apply:                         change in the product made
          This insurance does not apply to:                              intentionally by the vendor;
          (a) Any “occurrence” that takes place                    (iv) Repackaging, unless unpacked
               after you cease to be a tenant in                         solely for the purpose of
               those premises; or                                        inspection,        demonstration,
          (b) Structural        alterations,      new                    testing or the substitution of
               construction or demolition operations                     parts under instructions from
               performed by or for the manager or                        the manufacturer, and then
               lessor of those premises.                                 repackaged in the original
                                                                         container;




8-E-3548 Ed. 07-2011                                                                         Page 5 of 9
                (v) Any failure to make such                       (3) Construction or demolition activities
                     inspections, adjustments, tests                    within 50 feet of any railroad property
                     or servicing as the vendor has                     and affecting any railroad bridge or
                     agreed to make or normally                         trestle,   track,    road-bed,      tunnel,
                     undertakes to make in the usual                    underpass or crossing.
                     course      of    business,      in           (4) Any liability arising from injury or
                     connection with the distribution                   damage in connection with a permit
                     or sale of the products;                           issued by a state or political subdivision
               (vi) Demonstration,         installation,                if the liability is from operations
                     servicing or repair operations,                    performed for the state or political
                     except       such       operations                 subdivision.
                     performed at the vendor's                     (5) Any liability from “bodily injury” or
                     premises in connection with the                    “property damage” arising out of “your
                     sale of the product; or                            work” which is included in the “products-
               (vii) Products         which,       after                completed operations hazard.”
                     distribution or sale by you, have                  This additional exclusion 11.c.(5) does
                     been labeled or relabeled or                       not apply with respect to such Vendors
                     used as a container, part or                       coverage as is provided under 11.b.(5)
                     ingredient of any other thing or                   above.
                     substance by or for the vendor.               (6) Any person or organization included as
           (b) This insurance afforded the vendor                       an insured under any other provision of
                does not apply to any person or                         Section II - Who Is An Insured or
                organization from whom you have                         included as an additional insured by
                acquired such products, or any                          any endorsement to this policy.
                ingredient,     part    or    container    12. INSUREDS - NONOWNED WATERCRAFT
                entering into, accompanying or
                                                               The following is added to SECTION II - WHO IS
                containing such products.
                                                               AN INSURED:
           No insurance will be provided under this
                                                               With respect to any watercraft you do not own
           Vendors coverage if “bodily injury” or
                                                               that is:
           “property damage” under the “products-
           completed operations hazard” is                     a. Less than 51 feet long; and
           excluded by any of the exclusions or                b. Not being used to carry persons or property
           other provisions of this Coverage Form                  for a charge;
           or by any endorsement.                              any person who uses or is responsible for the
   c. Such insurance as is afforded for any                    use of such watercraft, with your express or
      additional insured under paragraph 11.a. or              implied consent, is an insured.
      b. above is subject to all applicable                    Any other person or organization responsible for
      exclusions of 2. Exclusions, COVERAGE A                  the conduct of such person is also an insured,
      (Section I), other than exclusion b.                     but only with respect to liability arising out of the
      Contractual Liability, to all exclusions or              operation or use of the watercraft, and only if no
      limitations stated with the coverage                     other insurance of any kind is available to that
      language, and to the following additional                person or organization for this liability. However,
      exclusions:                                              no person or organization is an insured with
      This insurance does not apply to:                        respect to:
      (1) The independent acts or omissions of                 (1) “Bodily injury” to a co-”employee” of the
           such additional insured.                                person operating or using the watercraft; or
      (2) Any liability arising from injury or                 (2) “Property damage” to property owned by,
           damage in connection with a contract or                 rented to, in the charge of or occupied by
           agreement executed or permit issued                     you or the employer of any person who is
           subsequent to:                                          an insured under this provision.
           (a) The occurrence of any “bodily
                injury” or “property damage”; or
           (b) The commission of any offense
                which caused “personal and
                advertising injury.”




Page 6 of 9                                                                                8-E-3548 Ed. 07-2011
13. MEDICAL PAYMENTS                                         (3) A member or manager, if you are a
    Paragraph 7. of SECTION III - LIMITS OF                      limited liability company; or
    INSURANCE is replaced by the following:                  (4) An “executive officer” or insurance
    7. Subject to 5. above, the most we will pay                 manager, if you are an organization
          under Coverage C for all medical expenses              other than a partnership, joint venture
          because of “bodily injury” sustained by any            or limited liability company.
          one person is the Medical Expense Limit         b. If a claim is made or “suit” is brought
          which is the greater of:                           against any insured, you must:
          a. $15,000; or                                     (1) Immediately record the specifics of the
          b. The Medical Expense Limit shown in                  claim or “suit” and the date received;
               the Declarations.                                 and
14. PRIORITY CONDITION                                       (2) Notify us as soon as practicable.
    The following paragraph is added to SECTION              You must see to it that we receive written
    III - LIMITS OF INSURANCE:                               notice of the claim or “suit” as soon as
    8. In the event a claim or “suit” is brought             practicable.
          against more than one insured, due to              This paragraph b. will be considered to
          “bodily injury” or “property damage” from the      have been violated only if the violation
          same “occurrence”, or “personal and                occurs after the claim or “suit” is known to:
          advertising injury” from the same offense,         (1) You;
          the Limits of Insurance will apply in the          (2) A partner or member, if you are a
          following order:                                       partnership or joint venture;
          a. You;                                            (3) A member or manager, if you are a
          b. Your “executive officers”, directors,               limited liability company; or
               stockholders or “employees”, and              (4) An “executive officer” or insurance
          c. Any other insureds in any order that we             manager, if you are an organization
               choose.                                           other than a partnership, joint venture
15. DUTIES IN THE EVENT OF OCCURRENCE,                           or limited liability company.
    OFFENSE, CLAIM OR SUIT                                c. You and any other involved insured must:
    Under        SECTION       IV    -   COMMERCIAL          (1) Immediately send us copies of any
    LIABILITY CONDITIONS, DUTIES IN THE                          demands, notices, summonses or legal
    EVENT OF OCCURRENCE, OFFENSE,                                papers received in connection with the
    CLAIM OR SUIT is replaced by the following:                  claim or “suit”;
    Duties In The Event Of Occurrence, Offense,              (2) Authorize us to obtain records and
    Claim Or Suit                                                other information;
    a. You must see to it that we are notified as            (3) Cooperate with us in the investigation,
          soon as practicable of an “occurrence” or an           or settlement of the claim or defense
          offense which may result in a claim. To the            against the “suit”; and
          extent possible, notice should include:            (4) Assist us, upon our request, in the
          (1) How, when and where the “occurrence”               enforcement of any right against any
               or offense took place;                            person or organization that may be
          (2) The names and addresses of any                     liable to the insured because of injury or
               injured persons and witnesses; and                damage to which this insurance may
          (3) The nature and location of any injury or           also apply.
               damage arising out of the “occurrence”     d. No insured will, except at that insured's own
               or offense.                                   cost, voluntarily make a payment, assume
          This paragraph a. applies only if one of the       any obligation, or incur any expense, other
          following knows of the “occurrence” or             than for first aid, without our consent.
          offense:
          (1) You;
          (2) A partner or member, if you are a
               partnership or joint venture;




8-E-3548 Ed. 07-2011                                                                           Page 7 of 9
16. WAIVER OF TRANSFER OF RIGHTS OF                           b. International waters or airspace, provided
    RECOVERY AGAINST OTHERS TO US                                  the injury or damage does not occur in the
    Under       SECTION      IV    -    COMMERCIAL                 course of travel or transportation to or from
    GENERAL LIABILITY CONDITIONS, the                              any place not included in a. above; or
    following replaces Transfer Of Rights Of                  c. All other parts of the world if:
    Recovery Against Others To Us:                                 1) The injury or damage arises out of:
    If the insured has rights to recover all or part of                 a) Goods or products made or sold by
    any payment we have made under this policy,                             you in the territory described in a.
    those rights are transferred to us. The insured                         above;
    must do nothing after loss to impair them. At our                   b) The activities of a person whose
    request, the insured will bring “suit” or transfer                      home is in the territory described in
    those rights to us and help us enforce them.                            a. above, but is away for a short
    We waive any right of recovery we may have                              time on your business; or
    under such a transfer of rights against any
                                                                        c) “Personal and advertising injury”
    person or organization holding a waiver under a                         offenses that take place through the
    written contract with the insured if such contract                      Internet or similar electronic means
    was executed prior to the loss which generated                          of communication; and
    such right of recovery.                                        2) The insured's responsibility to pay
17. NOTICE TO COMPANY                                                   damages is determined in a “suit” on
    The following is added to SECTION IV -                              the merits, in:
    COMMERCIAL             GENERAL           LIABILITY                  a) The territory described in a. above;
    CONDITIONS:                                                         b) The       Commonwealth        of    the
    Notice To Company                                                       Bahamas,       Bermuda,       Cayman
    If the insured reports an “occurrence” or offense                       Islands, and British Virgin Islands;
    to its Workers Compensation insurer and such                            or in a settlement we agree to.
    “occurrence” or offense later becomes a claim         20. BODILY INJURY DEFINITION
    under this Coverage Part, failure to report such          Under the Definitions Section, “bodily injury” is
    “occurrence” or offense to us at the time of the          replaced by the following:
    “occurrence” or offense will not be considered a          “Bodily injury” means:
    violation of the Duties in the Event of                   a. Bodily injury, sickness or disease sustained
    Occurrence, Offense, Claim or Suit Condition,                  by a person, including death resulting from
    only if:                                                       any of these at any time; or
                                                              b. Shock, mental anguish or mental injury,
    a. Such failure or omission is not intentional;
                                                                   including death resulting therefrom, to a
         and
                                                                   person who sustained bodily injury,
    b. You notify us as soon as practicable when                   sickness or disease, provided the shock,
         you become aware that the “occurrence” or                 mental anguish or mental injury is a
         offense has become a liability claim.                     consequence of the bodily injury, sickness
18. UNINTENTIONAL FAILURE TO DISCLOSE                              or disease.
    HAZARDS                                               21. PERSONAL AND ADVERTISING INJURY
    The following is added to SECTION IV -                    LIABILITY EXTENSION
    COMMERCIAL             GENERAL           LIABILITY        Under the Definitions Section, “personal and
    CONDITIONS:                                               advertising injury” is replaced by the following:
    Unintentional Failure To Disclose Hazards                 “Personal and advertising injury” means injury
    Failure of the insured to disclose all hazards            including mental anguish, shock or humiliation
    existing as of the inception date of the policy           other than “bodily injury” arising out of one or
    shall not prejudice the rights of the insured as          more of the following offenses:
    respects the insurance afforded by this policy if         1. False arrest, detention or imprisonment;
    such failure or omission is not intentional.              2. Malicious prosecution or abuse of process;
                                                              3. Wrongful entry into, or eviction of a person
19. COVERAGE TERRITORY
                                                                   from, a room, dwelling or premises that the
    Under the Definitions Section, “coverage                       person occupies;
    territory” is replaced by the following:                  4. Oral or written publication, in any manner,
    “Coverage territory” means:                                    of material that slanders or libels a person
    a. The United State of America (including its                  or organization or disparages a person's or
         territories and possessions), Puerto Rico                 organization's goods, products or services;
         and Canada;




Page 8 of 9                                                                              8-E-3548 Ed. 07-2011
    5. Oral or written publication, in any manner,                  m. Loss Of Use Of Tangible Property
       of material that violates a person's right of                    Loss of use of tangible property which
       privacy;                                                         has not been physically injured or
    6. The use of another's advertising idea in                         destroyed, resulting from:
       your “advertisement”;
                                                                        (1) A delay in or lack of performance by
    7. Infringing upon another's copyright, trade
                                                                             you or anyone on your behalf of any
       dress or slogan in your “advertisement”; or
                                                                             contract or agreement; or
    8. Discrimination.
       As used in this form, discrimination means                       (2) The failure of “your product” or
       the act of differentiation based on age, race,                        “your work” to meet the level of
       color, sex, religion, national origin, physical                       performance, quality, fitness or
       handicap or sexual preference which                                   durability warranted or represented
       violates any applicable federal, state or                             by or on your behalf.
       local      statute     which      pertains      to               This exclusion does not apply to loss of
       discrimination.                                                  use of other tangible property resulting
       But discrimination does not include acts of                      from the sudden or accidental physical
       differentiation that cause injury to:                            injury to or destruction of:
       a. A person arising out of any:                                  (1) “Your product”; or
            (1) Refusal to employ that person;                          (2) “Your work”;
            (2) Termination of that person's                            after such product or work has been put
                 employment; or                                         to its intended use.
            (3) Employment-related            practices,            n. Recall Of Products, Work Or Other
                 policies, acts or omissions, such as                   Property
                 coercion, demotion, evaluation,                        Damage claimed for any loss, cost or
                 reassignment,                discipline,               expense incurred by you or others for
                 defamation, harassment, humiliation                    the loss of use, withdrawal, recall,
                 or discrimination directed at that                     inspection,      repair,     replacement,
                 person; or                                             adjustment, removal or disposal of:
       b. The spouse, child, parent, brother or                         (1) “Your product”;
            sister of that person as a consequence                      (2) “Your work”; or
            of “bodily injury” to that person at whom                   (3) Any property of which “your
            any      of    the     employment-related                        product” or “your work” forms a
            practices described in paragraphs (1),                           part;
            (2) or (3) above as directed.
                                                                        if such product, work, or property is
            Paragraphs a. and b. above apply:                           withdrawn or recalled from the market
            (1) Whether the “insured” may be liable                     or from use by any person or
                 as an employer or in any other                         organization because of a known or
                 capacity; and                                          suspected         defect,      deficiency,
            (2) To any obligation to share damages                      inadequacy or dangerous condition in it.
                 with or repay someone else who             23. LIBERALIZATION
                 must pay damages because of the                If we adopt any revision that would broaden the
                 injury.                                        coverage under this Coverage Part without
22. IMPAIRED PROPERTY                                           additional premium within 45 days prior to or
    a. Under the Definitions Section, the                       during the policy period, the broadened
       definition of “impaired property” does not               coverage will immediately apply to this
       apply.                                                   Coverage Part.
    b. Exclusions m. and n. under SECTION I -
       COVERAGE A are replaced by the
       following:




8-E-3548 Ed. 07-2011                                                                                  Page 9 of 9
                                                                                          COMMERCIAL AUTO

     THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

                           COMMERCIAL AUTOMOBILE
                           EXTENSION ENDORSEMENT
This endorsement modifies insurance provided under the following:

    COMMERCIAL AUTOMOBILE COVERAGE PART

Only that insurance provided below that broadens coverage under the Commercial Auto Coverage Part applies.


A. Fellow Employee Exclusion Exception                       3. As respects the Physical Damage Coverage
   The following modification applies on an excess                provided for hired "autos" under this
   basis over any other insurance.                                Coverage Extension, our obligation to pay for,
   Exclusion 5. (Fellow Employee) of SECTION II -                 repair, return or replace damaged or stolen
   LIABILITY COVERAGE is replaced by the                          property will be reduced by the largest
   following:                                                     deductible for such coverage applicable to
   5. "Bodily injury" to any fellow employee of the               any owned covered "auto." In the event of
                                                                  "loss" caused by fire or lightning, no
        "insured" arising out of and in the course of
                                                                  deductible shall apply.
        the fellow employee's employment.
        But this exclusion does not apply to "bodily      D. Leased Auto Additional Legal Obligation
        injury" to any fellow employee which results         Coverage
        from the use of a covered "auto" you own or          The following coverage is added to SECTION III -
        hire.                                                PHYSICAL DAMAGE COVERAGE:
B. Increased Supplementary Payments                          For any covered "auto" for which this Coverage
   The amount we will pay for the cost of bail bonds         Form includes a lessor as an additional "insured"
   and for reasonable expenses incurred by the               under the Additional Insured - Lessor
   "insured" under the Supplementary Payments                endorsement, we will pay your additional "legal
   Coverage Extension of SECTION II - LIABILITY              obligation" to such lessor in the event of a total
   COVERAGE is increased to $2,500 and $300                  "loss."
   respectively.                                             As used in this coverage, "legal obligation" shall
C. Automatic Hired Auto Physical Damage                      mean and be the difference between the amount
                                                             owed on your lease and the actual cash value of
   Coverage
                                                             the "auto." The amount owed on your lease shall
   1. Subject to 2. and 3. below, the broadest of            not include any taxes; overdue payments or
        the Physical Damage Coverages provided               interest resulting from overdue payments;
        under this Coverage Part for "autos" you own         penalties; lease termination fees; and charges
        are also provided for hired "autos" which are        resulting from mileage, overdue payments or
        covered for Liability Coverage under this            excess wear and tear. The actual cash value of
        Coverage Part.                                       the "auto" and the amount owed on your lease
   2. The most we will pay for "loss" in any one             shall be based on the time of the "loss."
        "accident" is the lesser of:                      E. Theft Extension
        a. The actual cash value of the damaged or           The coverage provided under SECTION III -
             stolen property as of the time of the           PHYSICAL         DAMAGE        COVERAGE         for
             "loss";                                         transportation expenses incurred by you because
        b. The cost of repairing or replacing the            of a total theft of a covered "auto" of the private
             damaged or stolen property with other           passenger type is increased to $50 per day and to
             property of like kind and quality; or           a maximum of $1,000.
        c. $35,000.




8-E-2419 Ed. 04-2017       Includes copyrighted material of Insurance Services Office, Inc.,        Page 1 of 3
                                              with its permission.
                              Copyright, Utica Mutual Insurance Company, 2017.
F. Window Glass Breakage Deductible Waiver                K. Broadened Cancellation
   For "loss" covered under SECTION III -                    It is agreed that we may cancel or nonrenew this
   PHYSICAL          DAMAGE        COVERAGE,        the      Coverage Part by mailing or delivering to the first
   Deductible provision does not apply to window             Named Insured written notice of cancellation or
   glass breakage if the damaged window glass is             nonrenewal at least sixty (60) days before the
   repaired instead of replaced.                             effective date of cancellation.
G. Malfunction Extension for Airbags                         This provision does not apply if the policy is
   The following provision is added to the Exclusion         cancelled for nonpayment of premium.
   for wear and tear, freezing, mechanical or                If these provisions conflict with any state law or
   electrical breakdown under SECTION III -                  regulation governing the cancellation/nonrenewal
   PHYSICAL DAMAGE COVERAGE:                                 of this Coverage Part, then such law or regulation
   But mechanical or electrical breakdown does not           shall prevail and this Coverage Part is amended
   include accidental inflation of an airbag.                to conform with such law or regulation.
H. Multiple Deductibles                                   L. Broadened Named Insured
   1. In the event of any occurrence which results           It is agreed that the Named Insured shown in the
        in a loss or "loss" we cover under more than         Declarations includes any subsidiary corporation,
        one Coverage, Coverage Form, or Coverage             firm, or organization of a similar business nature
        Part, the deductibles shall apply as described       which is newly acquired or formed, and over
        in 2., 3. or 4. below.                               which you maintain ownership or majority interest,
                                                             if there is no other similar insurance available to
   2. a. If all involved deductibles are equal in            that organization. However, coverage does not
             amount, that amount will apply only once        apply to "bodily injury," "property damage" or
             for all loss or "loss" from each                "loss" that occurred before you acquired or
             occurrence.                                     formed the organization.
        b. Loss or "loss" from each occurrence               No person or organization is an "insured" with
             under all involved coverages will be            respect to the conduct of any current or past
             accumulated to make up that deductible          partnership or joint venture that is not shown as a
             amount.                                         Named Insured in the Declarations.
   3. If involved deductibles for different coverages        As used in this extension of coverage, the phrase,
        are of different amounts, we will use the            "similar business nature" means of a nature which
        method described in a. or b. of this item 3.         an ordinary person would consider to be closely
        which results in the higher total payment to         related to your business.
        you.
                                                          M. Notice of Accident, Claim, Suit or Loss
        a. We will apply each deductible to the loss
                                                             It is agreed that failure by any agent, servant, or
             or "loss" for the coverage to which it
                                                             employee (except an executive officer, or
             applies; or
                                                             individual designated by an executive officer to
        b. We will add the amount of loss or "loss"          give such notice) of the "insured" to notify us of
             from all involved coverages and subtract        any "accident," claim, "suit," or "loss" of which
             from the total the larger or largest            such person has knowledge shall not invalidate
             applicable deductible.                          the insurance afforded by this Coverage Part as
   4. This deductible provision does not apply to            respects the Named Insured.
        loss or "loss" caused by flood, windstorm or      N. Hired Auto Changes
        hail.                                                Coverage territory is amended to be anywhere in
I. Bodily Injury Redefined                                   the world for a "suit":
   It is agreed and understood that the definition of        1. Involving a covered "auto" that is leased,
   "bodily injury" (SECTION V) includes mental                     hired, rented or borrowed by the Named
   anguish resulting from "bodily injury," sickness or             Insured; and
   disease to the person who sustained such "bodily          2. Brought against an "insured" for damages to
   injury," sickness or disease.                                   which this insurance applies;
J. Unintentional Failure to Disclose Hazards                 when such "suit" is brought in:
   Failure of the insured to disclose all hazards                  a. The United States of America;
   existing as of the inception date of the Coverage
   Part shall not invalidate the insurance afforded by             b. The territories and possessions of the
   this Coverage Part if such failure or omission is                   United States of America;
   not intentional.                                                c. Puerto Rico; or
                                                                   d. Canada.



Page 2 of 3                                                                              8-E-2419 Ed. 04-2017
O. Theft Expenses                                         S. Waiver of Subrogation
   Under the Loss Payment - Physical Damage                  The Transfer of Rights of Recovery Against
   Coverage Loss Condition (SECTION IV),                     Others To Us Loss Condition is replaced by the
   regardless of the option we select, it is agreed          following:
   and understood that in the event of a theft of a          If the insured has rights to recover all or part of
   covered "auto," we will pay those expenses                any payment we have made under this policy,
   incurred for the return of the covered "auto" to the      those rights are transferred to us. The insured
   Named Insured.                                            must do nothing after loss to impair them. At our
P. Employees as Insureds                                     request, the insured will bring suit or transfer
   The following is added to the LIABILITY                   those rights to us and help us enforce them.
   COVERAGE WHO IS AN INSURED provision:                     We waive any right of recovery we may have
   Any employee of yours is an "insured" while using         under such a transfer of rights against any person
   a covered "auto" you don't own, hire or borrow in         or organization holding a waiver under a written
   your business or your personal affairs.                   contract with the insured if such contract was
                                                             executed prior to the loss which generated such
Q. Towing and Labor
                                                             right of recovery.
   Under SECTION III - PHYSICAL DAMAGE
                                                          T. Additional Insured - By Contract, Agreement
   COVERAGE, Towing is replaced by the following:
                                                             Or Permit
   Towing and Labor
                                                             Under SECTION II - LIABILITY COVERAGE, the
   We will pay up to the following limits for towing         following is added to Who Is An Insured:
   and labor costs incurred each time a covered
                                                             Any person or organization with whom you have
   "auto" is disabled:
                                                             entered into a written contract, agreement or
   a. $100 for a covered "auto" rated and classified         permit requiring you to provide insurance such as
        as a private passenger vehicle.                      is afforded by this Business Auto Coverage Form
   b. $150 for a covered "auto" rated and classified         is an "insured" for Liability Coverage, but only to
        as a light, medium, heavy or extra-heavy             the extent that such person or organization
        truck.                                               qualifies as an "insured" under the Who Is An
   However, the labor must be performed at the               Insured Provision.
   place of disablement.                                  U. Rental Reimbursement
R. Personal Effects                                          1. We will reimburse you for reasonable costs
   The following is added to SECTION III -                        you incur for the rental of a substitute "auto"
   PHYSICAL DAMAGE COVERAGE:                                      that temporarily replaces a covered "auto"
   Personal Effects                                               described in the Declarations while such
                                                                  "auto" is being repaired due to a "loss"
   If you carry Comprehensive Coverage for the
                                                                  covered under Comprehensive Coverage,
   stolen covered "auto", we will pay up to $750 for
                                                                  Specified Cause of Loss Coverage or
   personal effects stolen with the auto.
                                                                  Collision Coverage.
   This insurance is excess over any other
   collectible insurance and no deductible applies.          2. We will pay the lesser of:
                                                                  a. The amount of actual and necessary
                                                                       rental costs that you incur; or
                                                                  b. A maximum of $5,000 for each "loss."
                                                             3. The Deductible provision does not apply to
                                                                  this coverage.




8-E-2419 Ed. 04-2017                                                                                 Page 3 of 3
                                                                         COMMERCIAL GENERAL LIABILITY
                                                                                        CG 20 01 12 19

     THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

                  PRIMARY AND NONCONTRIBUTORY –
                    OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:

   COMMERCIAL GENERAL LIABILITY COVERAGE PART
   LIQUOR LIABILITY COVERAGE PART
   PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART


The following is added to the Other Insurance                   (2) You have agreed in writing in a contract or
Condition and supersedes any provision to the                       agreement that this insurance would be
contrary:                                                           primary and would not seek contribution
   Primary And Noncontributory Insurance                            from any other insurance available to the
                                                                    additional insured.
   This insurance is primary to and will not seek
   contribution from any other insurance available to
   an additional insured under your policy provided
   that:
     (1) The additional insured is a Named Insured
         under such other insurance; and




CG 20 01 12 19                      © Insurance Services Office, Inc., 2018                        Page 1 of 1
                                                                        COMMERCIAL LIABILITY UMBRELLA
                                                                                          CU 00 01 04 13
 COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM
Various provisions in this policy restrict coverage.              No other obligation or liability to pay sums or
Read the entire policy carefully to determine rights,             perform acts or services is covered unless
duties and what is and is not covered.                            explicitly provided for under Supplementary
Throughout this policy the words "you" and "your"                 Payments - Coverages A and B.
refer to the Named Insured shown in the Declarations,         b.  This   insurance applies to "bodily injury" or
and any other person or organization qualifying as a              "property damage" that is subject to an
Named Insured under this policy. The words "we", "us"             applicable "retained limit". If any other limit,
and "our" refer to the company providing this                     such as a sublimit, is specified in the
insurance.                                                        "underlying insurance", this insurance does not
The word "insured" means any person or organization               apply to "bodily injury" or "property damage"
qualifying as such under Section II - Who Is An                   arising out of that exposure unless that limit is
Insured.                                                          specified in the Declarations under the
Other words and phrases that appear in quotation                  Schedule of "underlying insurance".
marks have special meaning. Refer to Section V -              c. This insurance applies to "bodily injury" and
Definitions.                                                      "property damage" only if:
SECTION I - COVERAGES                                            (1) The "bodily injury" or "property damage" is
COVERAGE A - BODILY INJURY AND PROPERTY                               caused by an "occurrence" that takes place
DAMAGE LIABILITY                                                      in the "coverage territory";
1. Insuring Agreement                                            (2) The "bodily injury" or "property damage"
                                                                      occurs during the policy period; and
   a. We will pay on behalf of the insured the                   (3) Prior to the policy period, no insured listed
      "ultimate net loss" in excess of the "retained                  under Paragraph 1.a. of Section II - Who Is
      limit" because of "bodily injury" or "property                  An Insured and no "employee" authorized
      damage" to which this insurance applies. We
      will have the right and duty to defend the                      by you to give or receive notice of an
      insured against any "suit" seeking damages for                  "occurrence" or claim, knew that the "bodily
      such "bodily injury" or "property damage" when                  injury" or "property damage" had occurred,
      the "underlying insurance" does not provide                     in whole or in part. If such a listed insured
      coverage or the limits of "underlying insurance"                or authorized "employee" knew, prior to the
      have been exhausted. When we have no duty to                    policy period, that the "bodily injury" or
      defend, we will have the right to defend, or to                 "property damage" occurred, then any
      participate in the defense of, the insured against              continuation, change or resumption of such
      any other "suit" seeking damages to which this                  "bodily injury" or "property damage" during
      insurance may apply. However, we will have no                   or after the policy period will be deemed to
      duty to defend the insured against any "suit"                   have been known prior to the policy period.
      seeking damages for "bodily injury" or "property        d. "Bodily injury" or "property damage" which
      damage" to which this insurance does not                    occurs during the policy period and was not,
      apply. At our discretion, we may investigate any            prior to the policy period, known to have
      "occurrence" that may involve this insurance                occurred by any insured listed under
      and settle any resultant claim or "suit" for which          Paragraph 1.a. of Section II - Who Is An
      we have the duty to defend. But:                            Insured or any "employee" authorized by you
     (1) The amount we will pay for the "ultimate net             to give or receive notice of an "occurrence" or
           loss" is limited as described in Section III -         claim, includes any continuation, change or
           Limits Of Insurance; and                               resumption of that "bodily injury" or "property
                                                                  damage" after the end of the policy period.
     (2) Our right and duty to defend ends when we
           have used up the applicable limit of
           insurance in the payment of judgments or
           settlements under Coverages A or B.



CU 00 01 04 13                    Copyright Insurance Services Office, Inc., 2012                 Page 1 of 18
   e. "Bodily injury" or "property damage" will be                  (b) Such attorneys’ fees and litigation
      deemed to have been known to have occurred                         expenses are for defense of that party
      at the earliest time when any insured listed                       against a civil or alternative dispute
      under Paragraph 1.a. of Section II - Who Is An                     resolution proceeding in which damages
      Insured or any "employee" authorized by you                        to which this insurance applies are
      to give or receive notice of an "occurrence" or                    alleged.
      claim:                                                  c. Liquor Liability
     (1) Reports all, or any part, of the "bodily                 "Bodily injury" or "property damage" for which
          injury" or "property damage" to us or any               any insured may be held liable by reason of:
          other insurer;                                         (1) Causing or contributing to the intoxication
     (2) Receives a written or verbal demand or                       of any person;
          claim for damages because of the "bodily               (2) The furnishing of alcoholic beverages to a
          injury" or "property damage"; or                            person under the legal drinking age or
     (3) Becomes aware by any other means that                        under the influence of alcohol; or
          "bodily injury" or "property damage" has               (3) Any statute, ordinance or regulation relating
          occurred or has begun to occur.                             to the sale, gift, distribution or use of
   f. Damages because of "bodily injury" include                      alcoholic beverages.
      damages claimed by any person or                            This exclusion applies even if the claims
      organization for care, loss of services or death            against any insured allege negligence or other
      resulting at any time from the "bodily injury".             wrongdoing in:
2. Ex clusions                                                       (a) The supervision, hiring, employment,
   T his insurance does not apply to:                                      training or monitoring of others by that
   a. Ex pected Or Intended Injury                                         insured; or
      "Bodily injury" or "property damage" expected                  (b) Providing or failing to provide
      or intended from the standpoint of the insured.                      transportation with respect to any
      This exclusion does not apply to "bodily injury"                     person that may be under the influence
      resulting from the use of reasonable force to                        of alcohol;
      protect persons or property.                                if the "occurrence" which caused the "bodily
   b. Contractual Liability                                       injury" or "property damage" involved that
                                                                  which is described in Paragraph(1), (2) or (3)
      "Bodily injury" or "property damage" for which              above.
      the insured is obligated to pay damages by
      reason of the assumption of liability in a                  However, this exclusion applies only if you are
      contract or agreement. This exclusion does not              in the business of manufacturing, distributing,
      apply to liability for damages:                             selling, serving or furnishing alcoholic
                                                                  beverages. For the purposes of this exclusion,
     (1) That the insured would have in the absence               permitting a person to bring alcoholic
          of the contract or agreement; or                        beverages on your premises, for consumption
     (2) Assumed in a contract or agreement that is               on your premises, whether or not a fee is
          an "insured contract", provided the "bodily             charged or a license is required for such
          injury" or "property damage" occurs                     activity, is not by itself considered the business
          subsequent to the execution of the contract             of selling, serving or furnishing alcoholic
          or agreement. Solely for the purposes of                beverages.
          liability assumed in an "insured contract",             This exclusion does not apply to the extent that
          reasonable attorneys’ fees and necessary                valid "underlying insurance" for the liquor
          litigation expenses incurred by or for a party          liability risks described above exists or would
          other than an insured are deemed to be                  have existed but for the exhaustion of
          damages because of "bodily injury" or                   underlying limits for "bodily injury" and
          "property damage", provided:                            "property damage". To the extent this exclusion
         (a) Liability to such party for, or for the cost         does not apply, the insurance provided under
               of, that party’s defense has also been             this Coverage Part for the liquor liability risks
               assumed in the same "insured contract";            described above will follow the same
               and                                                provisions, exclusions and limitations that are
                                                                  contained in the applicable "underlying
                                                                  insurance", unless otherwise directed by this
                                                                  insurance.

Page 2 of 18                      Copyright Insurance S erv ices Office, Inc., 2012              CU 00 01 04 13
  d. Workers’ Compensation And Similar Laws                    This exclusion does not apply to the extent that
     Any obligation of the insured under a workers’            valid "underlying insurance" for the employer’s
     compensation,       disability  benefits   or             liability risks described above exists or would
     unemployment compensation law or any similar              have existed but for the exhaustion of
     law.                                                      underlying limits for "bodily injury". To the
   e. ERISA                                                    extent this exclusion does not apply, the
                                                               insurance provided under this Coverage Part
     Any obligation of the insured under the                   for the employer’s liability risks described
     Employee Retirement Income Security Act of                above will follow the same provisions,
     1974 (ERISA), and any amendments thereto or               exclusions and limitations that are contained in
     any similar federal, state or local statute.              the applicable "underlying insurance", unless
   f. Auto Coverages                                           otherwise directed by this insurance.
     (1) "Bodily injury" or "property damage" arising       h. Employment-related Practices
         out of the ownership, maintenance or use of           "Bodily injury" to:
         any "auto" which is not a "covered auto"; or
                                                              (1) A person arising out of any:
     (2) Any loss, cost or expense payable under or               (a) R ef usal to employ that person;
         resulting from any first-party physical
         damage coverage; no-fault law; personal                  (b) Termination of that person’s
         injury protection or auto medical payments                    employment; or
         coverage; or uninsured or underinsured                   (c) Employment-related practices, policies,
         motorist law.                                                 acts or omissions, such as coercion,
  g. Employer’s Liability                                              demotion, evaluation, reassignment,
     "Bodily injury" to:                                               discipline, defamation, harassment,
                                                                       humiliation, discrimination or malicious
     (1) An "employee" of the insured arising out of                   prosecution directed at that person; or
          and in the course of:
         (a) Employment by the insured; or                    (2) The spouse, child, parent, brother or sister
                                                                   of that person as a consequence of "bodily
         (b) Performing duties related to the conduct              injury" to that person at whom any of the
             of the insured’s business; or                         employment-related practices described in
     (2) The spouse, child, parent, brother or sister              Paragraph (a), (b), or (c) above is directed.
          of that "employee" as a consequence of               This exclusion applies whether the injury-
          Paragraph (1) above.                                 causing event described in Paragraph (a), (b)
      This exclusion applies whether the insured may           or (c) above occurs before employment, during
      be liable as an employer or in any other                 employment or after employment of that
      capacity, and to any obligation to share                 person.
      damages with or repay someone else who must              This exclusion applies whether the insured may
      pay damages because of the injury.                       be liable as an employer or in any other
      This exclusion does not apply to liability               capacity, and to any obligation to share
      assumed by the insured under an "insured                 damages with or repay someone else who
      contract".                                               must pay damages because of the injury.
      With respect to injury arising out of a "covered      i. Pollution
      auto", this exclusion does not apply to "bodily         (1) "Bodily injury" or "property damage" which
      injury" to domestic "employees" not entitled to             would not have occurred in whole or part
      workers’ compensation benefits. For the                     but for the actual, alleged or threatened
      purposes of this insurance, a domestic                      discharge, dispersal, seepage, migration,
      "employee" is a person engaged in household                 release or escape of "pollutants" at any
      or domestic work performed principally in                   time; or
      connection with a residence premises.                   (2) "Pollution cost or expense".




CU 00 01 04 13                  Copyright Insurance Services Office, Inc., 2012                 Page 3 of 18
      This exclusion does not apply if valid                    (5) A ircraft that is:
      "underlying insurance" for the pollution liability           (a) Chartered by, loaned to, or hired by you
      risks described above exists or would have                        with a paid crew; and
      existed but for the exhaustion of underlying                (b) Not owned by any insured.
      limits for "bodily injury" and "property damage".
      To the extent this exclusion does not apply, the       k. Racing Activities
      insurance provided under this Coverage Part                "Bodily injury" or "property damage" arising out
      for the pollution risks described above will               of the use of "mobile equipment" or "autos" in,
      follow the same provisions, exclusions and                 or while in practice for, or while being prepared
      limitations that are contained in the applicable           for, any prearranged professional or organized
      "underlying insurance", unless otherwise                   racing, speed, demolition, or stunting activity
      directed by this insurance.                                or contest.
   j. Aircraft Or Watercraft                                  l. War
      "Bodily injury" or "property damage" arising out           "Bodily injury" or "property damage", however
      of the ownership, maintenance, use or                      caused, arising, directly or indirectly, out of:
      entrustment to others of any aircraft or                  (1) W ar, including undeclared or civ il war;
      watercraft owned or operated by or rented or              (2) Warlike action by a military force, including
      loaned to any insured. Use includes operation                 action in hindering or defending against an
      and "loading or unloading".                                   actual or expected attack, by any
      This exclusion applies even if the claims against             government, sovereign or other authority
      any insured allege negligence or other                        using military personnel or other agents; or
      wrongdoing in the supervision, hiring,                    (3) Insurrection, rebellion, revolution, usurped
      employment, training or monitoring of others by               power, or action taken by governmental
      that insured, if the "occurrence" which caused                authority in hindering or defending against
      the "bodily injury" or "property damage"                      any of these.
      involved the ownership, maintenance, use or            m. Damage To Property
      entrustment to others of any aircraft or
      watercraft that is owned or operated by or                 "Property damage" to:
      rented or loaned to any insured.                          (1) Property:
      T his exclusion does not apply to:                            (a) You own, rent, or occupy, including any
     (1) A watercraft while ashore on premises you                      costs or expenses incurred by you, or
          own or rent;                                                  any other person, organization or entity,
     (2) A watercraft you do not own that is:                           for repair, replacement, enhancement,
                                                                        restoration or maintenance of such
         (a) Less than 50 f eet long; and                               property for any reason, including
         (b) Not being used to carry persons or                         prevention of injury to a person or
              property for a charge;                                    damage to another’s property; or
     (3) Liability assumed under any "insured                      (b) Owned or transported by the insured
          contract" for the ownership, maintenance or                   and arising out of the ownership,
          use of aircraft or watercraft;                                maintenance or use of a "covered auto".
     (4) The extent that valid "underlying insurance"           (2) Premises you sell, give away or abandon, if
          for the aircraft or watercraft liability risks             the "property damage" arises out of any
          described above exists or would have                       part of those premises;
          existed but for the exhaustion of underlying          (3) Property loaned to you;
          limits for "bodily injury" or "property
          damage". To the extent this exclusion does            (4) Personal property in the care, custody or
          not apply, the insurance provided under this               control of the insured;
          Coverage Part for the aircraft or watercraft          (5) That particular part of real property on
          risks described above will follow the same                 which you or any contractors or
          provisions, exclusions and limitations that                subcontractors working directly or indirectly
          are contained in the "underlying insurance",               on your behalf are performing operations, if
          unless otherwise directed by this insurance;               the "property damage" arises out of those
          or                                                         operations; or




Page 4 of 18                     Copyright Insurance S erv ices Office, Inc., 2012              CU 00 01 04 13
     (6) That particular part of any property that             (3) "Impaired property";
         must be restored, repaired or replaced                 if such product, work, or property is withdrawn
         because "your work" was incorrectly                    or recalled from the market or from use by any
         performed on it.                                       person or organization because of a known or
     Paragraph (2) of this exclusion does not apply if          suspected defect, deficiency, inadequacy or
     the premises are "your work" and were never                dangerous condition in it.
     occupied, rented or held for rental by you.             r. Personal And Advertising Injury
     Paragraphs (1)(b), (3), (4), (5) and (6) of this           "Bodily injury" arising out of "personal and
     exclusion do not apply to liability assumed                advertising injury".
     under a sidetrack agreement.                            s. Professional Services
     Paragraphs (3) and (4) of this exclusion do not            "Bodily injury" or "property damage" due to
     apply to liability assumed under a written Trailer         rendering of or failure to render any
     Interchange agreement.                                     professional service. This includes but is not
     Paragraph (6) of this exclusion does not apply             limited to:
     to "property damage" included in the                      (1) Legal, accounting or adv ertising serv ices;
     "products-completed operations hazard".
                                                               (2) Preparing, approving, or failing to prepare
  n. Damage To Your Product                                         or approve, maps, shop drawings,
     "Property damage" to "your product" arising out                opinions, reports, surveys, field orders,
     of it or any part of it.                                       change orders or drawings or
  o. Damage To Your Work                                            specifications;
     "Property damage" to "your work" arising out of           (3) Inspection, supervision, quality control,
     it or any part of it and included in the                       architectural or engineering activities done
     "products-completed operations hazard".                        by or for you on a project on which you
     This exclusion does not apply if the damaged                   serve as construction manager;
     work or the work out of which the damage                  (4) Engineering services, including related
     arises was performed on your behalf by a                       supervisory or inspection services;
     subcontractor.                                            (5) Medical, surgical, dental, X-ray or nursing
  p. Damage To Impaired Property Or Property                        services treatment, advice or instruction;
     Not Physically Injured                                    (6) Any health or therapeutic service treatment,
      "Property damage" to "impaired property" or                   advice or instruction;
      property that has not been physically injured,           (7) Any service, treatment, advice or instruction
      arising out of:                                               for the purpose of appearance or skin
     (1) A defect, deficiency, inadequacy or                        enhancement, hair removal or replacement,
          dangerous condition in "your product" or                  or personal grooming or therapy;
          "your work"; or                                      (8) Any service, treatment, advice or instruction
     (2) A delay or failure by you or anyone acting                 relating to physical fitness, including
          on your behalf to perform a contract or                   service, treatment, advice or instruction in
          agreement in accordance with its terms.                   connection with diet, cardiovascular fitness,
                                                                    bodybuilding or physical training programs;
      This exclusion does not apply to the loss of use
      of other property arising out of sudden and              (9) Optometry or optical or hearing aid services
      accidental physical injury to "your product" or               including the prescribing, preparation,
      "your work" after it has been put to its intended             fitting, demonstration or distribution of
      use.                                                          ophthalmic lenses and similar products or
                                                                    hearing aid devices;
  q. Recall Of Products, Work Or Impaired
     Property                                                 (10) Body piercing serv ices;
      Damages claimed for any loss, cost or expense           (11) S erv ices in the practice of pharmacy;
      incurred by you or others for the loss of use,          (12) Law enforcement or firefighting services;
      withdrawal, recall, inspection, repair,                       and
      replacement, adjustment, removal or disposal            (13) Handling, embalming, disposal, burial,
      of:                                                           cremation or disinterment of dead bodies.
     (1) "Your product";
     (2) "Your work"; or

CU 00 01 04 13                   Copyright Insurance Services Office, Inc., 2012                 Page 5 of 18
    This exclusion applies even if the claims against     COVERAGE B - PERSONAL AND ADVERTISING
    any insured allege negligence or other                INJURY LIABILITY
    wrongdoing in the supervision, hiring,                1. Insuring Agreement
    employment, training or monitoring of others by          a. We will pay on behalf of the insured the
    that insured, if the "occurrence" which caused              "ultimate net loss" in excess of the "retained
    the "bodily injury" or "property damage",                   limit" because of "personal and advertising
    involved the rendering of or failure to render              injury" to which this insurance applies. We will
    any professional service.                                   have the right and duty to defend the insured
 t. Electronic Data                                             against any "suit" seeking damages for such
    Damages arising out of the loss of, loss of use             "personal and advertising injury" when the
    of, damage to, corruption of, inability to access           "underlying insurance" does not provide
    or inability to manipulate electronic data.                 coverage or the limits of "underlying insurance"
    However, this exclusion does not apply to                   have been exhausted. When we have no duty
    liability for damages because of "bodily injury".           to defend, we will have the right to defend, or to
    As used in this exclusion, electronic data means            participate in the defense of, the insured
    information, facts or programs stored as or on,             against any other "suit" seeking damages to
    created or used on, or transmitted to or from               which this insurance may apply. However, we
    computer software, including systems and                    will have no duty to defend the insured against
    applications software, hard or floppy disks,                any "suit" seeking damages for "personal and
    CD-ROMs, tapes, drives, cells, data processing              advertising injury" to which this insurance does
    devices or any other media which are used with              not apply. At our discretion, we may investigate
    electronically controlled equipment.                        any offense that may involve this insurance and
                                                                settle any resultant claim or "suit" for which we
    This exclusion does not apply if valid                      have the duty to defend. But:
    "underlying insurance" for the electronic data             (1) The amount we will pay for the "ultimate net
    risks described above exists or would have                       loss" is limited as described in Section III -
    existed but for the exhaustion of underlying                     Limits Of Insurance; and
    limits for "bodily injury" and "property damage".
    The insurance provided under this Coverage                 (2) Our right and duty to defend end when we
    Part will follow the same provisions, exclusions                have used up the applicable limit of
    and limitations that are contained in the                       insurance in the payment of judgments or
    applicable "underlying insurance", unless                       settlements under Coverages A or B.
    otherwise directed by this insurance.                       No other obligation or liability to pay sums or
 u. Recording And Distribution Of Material Or                   perform acts or services is covered unless
    Information In Violation Of Law                             explicitly provided for under Supplementary
    "Bodily injury" or "property damage" arising                Payments - Coverages A and B.
    directly or indirectly out of any action or              b. This insurance applies to "personal and
    omission that violates or is alleged to violate:            advertising injury" that is subject to an
   (1) The Telephone Consumer Protection Act                    applicable "retained limit". If any other limit,
        (TCPA), including any amendment of or                   such as a sublimit, is specified in the
        addition to such law;                                   "underlying insurance", this insurance does not
                                                                apply to "personal and advertising injury"
   (2) The CAN-SPAM Act of 2003, including any                  arising out of that exposure unless that limit is
        amendment of or addition to such law;                   specified in the Declarations under the
   (3) The Fair Credit Reporting Act (FCRA), and                Schedule of "underlying insurance".
        any amendment of or addition to such law,            c. This insurance applies to "personal and
        including the Fair and Accurate Credit                  advertising injury" caused by an offense arising
        Transactions Act (FACTA); or                            out of your business but only if the offense was
   (4) Any federal, state or local statute, ordinance           committed in the "coverage territory" during the
        or regulation, other than the TCPA, CAN-                policy period.
        SPAM Act of 2003 or FCRA and their
        amendments and additions, that addresses,
        prohibits, or limits the printing, dissemi-
        nation, disposal, collecting, recording,
        sending, transmitting, communicating or
        distribution of material or information.

Page 6 of 18                     Copyright Insurance S erv ices Office, Inc., 2012             CU 00 01 04 13
2. Exclusions                                                  (9) Infringement Of Copyright, Patent,
  T his insurance does not apply to:                               Trademark Or Trade Secret
  a. "Personal and advertising injury":                            Arising out of the infringement of copyright,
     (1) Knowing Violation Of Rights Of Another                    patent, trademark, trade secret or other
                                                                   intellectual property rights. Under this
        Caused by or at the direction of the insured               exclusion, such other intellectual property
        with the knowledge that the act would                      rights do not include the use of another’s
        violate the rights of another and would inflict            advertising idea in your "advertisement".
        "personal and advertising injury".
                                                                   However, this exclusion does not apply to
     (2) Material Published With Knowledge Of                      infringement, in your "advertisement", of
         Falsity                                                   copyright, trade dress or slogan.
        Arising out of oral or written publication, in        (10) Insureds In Media And Internet Type
        any manner, of material, if done by or at the              Businesses
        direction of the insured with knowledge of its
        falsity.                                                   Committed by an insured whose business
     (3) Material Published Prior To Policy Period                 is:
        Arising out of oral or written publication, in            (a) Advertising, broadcasting, publishing or
        any manner, of material whose first                            telecasting;
        publication took place before the beginning               (b) Designing or determining content of web
        of the policy period.                                          sites for others; or
     (4) Criminal Acts                                            (c) An Internet search, access, content or
        Arising out of a criminal act committed by or                  service provider.
        at the direction of the insured.                           However, this exclusion does not apply to
     (5) Contractual Liability                                     Paragraphs 14.a., b. and c. of "personal
                                                                   and advertising injury" under the Definitions
         For which the insured has assumed liability               section.
         in a contract or agreement. This exclusion                For the purposes of this exclusion, the
         does not apply to:                                        placing of frames, borders or links, or
        (a) Liability for damages that the insured                 advertising, for you or others anywhere on
            would have in the absence of the                       the Internet, is not by itself, considered the
            contract or agreement.                                 business of advertising, broadcasting,
        (b) Liability for false arrest, detention or               publishing or telecasting.
            imprisonment assumed in a contract or             (11) Electronic Chatrooms Or Bulletin Boards
            agreement.                                             Arising out of an electronic chatroom or
     (6) Breach Of Contract                                        bulletin board the insured hosts, owns, or
        Arising out of a breach of contract, except                over which the insured exercises control.
        an implied contract to use another’s                  (12) Unauthorized Use Of Another’s Name Or
        advertising idea in your "advertisement".                  Product
     (7) Quality Or Performance Of Goods -                         Arising out of the unauthorized use of
         Failure To Conform To Statements                          another’s name or product in your e-mail
        Arising out of the failure of goods, products              address, domain name or metatag, or any
        or services to conform with any statement of               other similar tactics to mislead another’s
        quality or performance made in your                        potential customers.
        "advertisement".                                      (13) Pollution
     (8) Wrong Description Of Prices                               Arising out of the actual, alleged or
        Arising out of the wrong description of the                threatened discharge, dispersal, seepage,
        price of goods, products or services stated                migration, release or escape of "pollutants"
        in your "advertisement".                                   at any time.




CU 00 01 04 13                   Copyright Insurance Services Office, Inc., 2012                Page 7 of 18
    (14) Employment-related Practices                               (f) Any health or therapeutic service
         To:                                                             treatment, advice or instruction;
        (a) A person arising out of any:                            (g) Any service, treatment, advice or
            (i) R ef usal to employ that person;                         instruction for the purpose of
                                                                         appearance or skin enhancement, hair
           (ii) Termination of that person’s                             removal or replacement, or personal
                  employment; or                                         grooming or therapy;
            (iii) Employment-related practices, poli-               (h) Any service, treatment, advice or
                  cies, acts or omissions, such as                       instruction relating to physical fitness,
                  coercion, demotion, evaluation,                        including service, treatment, advice or
                  reassignment, discipline, defamation,                  instruction in connection with diet,
                  harassment, humiliation, discrimi-                     cardiovascular fitness, bodybuilding or
                  nation or malicious prosecution                        physical training programs;
                  directed at that person; or
                                                                     (i) Optometry or optical or hearing aid
        (b) The spouse, child, parent, brother or                        services including the prescribing,
              sister of that person as a consequence of                  preparation, fitting, demonstration or
              "personal and advertising injury" to that                  distribution of ophthalmic lenses and
              person at whom any of the                                  similar products or hearing aid devices;
              employment-related practices described                 (j) Body piercing serv ices;
              in Paragraph (i), (ii) or (iii) above is
              directed.                                             (k) S erv ices in the practice of pharmacy;
         This exclusion applies whether the injury-                  (l) Law enforcement or firefighting services;
         causing event described in Paragraph (i),                       and
         (ii) or (iii) above occurs before employment,             (m) Handling, embalming, disposal, burial,
         during employment or after employment of                        cremation or disinterment of dead
         that person.                                                    bodies.
         This exclusion applies whether the insured                  This exclusion applies even if the claims
         may be liable as an employer or in any                      against any insured allege negligence or
         other capacity, and to any obligation to                    other wrongdoing in the supervision, hiring,
         share damages with or repay someone else                    employment, training or monitoring of
         who must pay damages because of the                         others by that insured, if the offense which
         injury.                                                     caused the "personal and advertising
    (15) Professional Services                                       injury", involved the rendering of or failure
         Arising out of the rendering of or failure to               to render any professional service.
         render any professional service. This                 (16) War
         includes but is not limited to:                            However caused, arising, directly or
        (a) Legal, accounting or advertising services;              indirectly, out of:
                                                                   (a) W ar, including undeclared or civ il war;
        (b) Preparing, approving, or failing to                    (b) Warlike action by a military force,
            prepare or approve, maps, shop                             including action in hindering or
            drawings, opinions, reports, surveys,                      defending against an actual or expected
            field orders, change orders or drawings                    attack, by any government, sovereign or
            or specifications;                                         other authority using military personnel
        (c) Inspection, supervision, quality control,                  or other agents; or
            architectural or engineering activities                (c) Insurrection, rebellion, revolution,
            done by or for you on a project on which                   usurped power, or action taken by
            you serve as construction manager;                         governmental authority in hindering or
        (d) Engineering services, including related                    defending against any of these.
            supervisory or inspection services;
        (e) Medical, surgical, dental, X-ray or
            nursing services treatment, advice or
            instruction;



Page 8 of 18                     Copyright Insurance S erv ices Office, Inc., 2012             CU 00 01 04 13
   (17) Recording And Distribution Of Material Or              f. Prejudgment interest awarded against the
        Information In Violation Of Law                           insured on that part of the judgment we pay. If
         Arising directly or indirectly out of any                we make an offer to pay the applicable limit of
         action or omission that violates or is alleged           insurance, we will not pay any prejudgment
         to violate:                                              interest based on that period of time after the
        (a) The Telephone Consumer Protection Act                 offer.
             (TCPA), including any amendment of or            g. All interest on the full amount of any judgment
             addition to such law;                                that accrues after entry of the judgment and
        (b) The CAN-SPAM Act of 2003, including                   before we have paid, offered to pay, or
             any amendment of or addition to such                 deposited in court the part of the judgment that
             law;                                                 is within the applicable limit of insurance.
        (c) The Fair Credit Reporting Act (FCRA),             These payments will not reduce the limits of
             and any amendment of or addition to              insurance.
             such law, including the Fair and Accurate     2. When we have the right but not the duty to defend
             Credit Transactions Act (FACTA); or              the insured and elect to participate in the defense,
                                                              we will pay our own expenses but will not
        (d) Any federal, state or local statute,              contribute to the expenses of the insured or the
             ordinance or regulation, other than the          "underlying insurer".
             TCPA, CAN-SPAM Act of 2003 or FCRA            3. If we defend an insured against a "suit" and an
             and their amendments and additions,              indemnitee of the insured is also named as a party
             that addresses, prohibits, or limits the         to the "suit", we will defend that indemnitee if all of
             printing, dissemination, disposal, collect-      the following conditions are met:
             ing, recording, sending, transmitting,           a. The "suit" against the indemnitee seeks
             communicating or distribution of material            damages for which the insured has assumed
             or information.                                      the liability of the indemnitee in a contract or
  b. "Pollution cost or expense".                                 agreement that is an "insured contract";
SUPPLEMENTARY PAYMENTS - COVERAGES A                          b. This insurance applies to such liability
AND B                                                             assumed by the insured;
1. We will pay, with respect to any claim we                  c. The obligation to defend, or the cost of the
  investigate or settle, or any "suit" against an                 defense of, that indemnitee, has also been
  insured we defend, when the duty to defend exists:              assumed by the insured in the same "insured
  a. A ll expenses we incur.                                      contract";
  b. Up to $2,000 for cost of bail bonds (including           d. The allegations in the "suit" and the information
     bonds for related traffic law violations) required           we know about the "occurrence" are such that
     because of an "occurrence" we cover. We do                   no conflict appears to exist between the
     not have to furnish these bonds.                             interests of the insured and the interests of the
                                                                  indemnitee;
  c. The cost of bonds to release attachments, but            e. The indemnitee and the insured ask us to
     only for bond amounts within the applicable                  conduct and control the defense of that
     limit of insurance. We do not have to furnish                indemnitee against such "suit" and agree that
     these bonds.                                                 we can assign the same counsel to defend the
  d. All reasonable expenses incurred by the insured              insured and the indemnitee; and
     at our request to assist us in the investigation or
     defense of the claim or "suit", including actual          f. T he indemnitee:
     loss of earnings up to $250 a day because of                (1) A grees in writing to:
     time off from work.                                             (a) Cooperate with us in the investigation,
  e. All court costs taxed against the insured in the                     settlement or defense of the "suit";
     "suit". However, these payments do not include                  (b) Immediately send us copies of any
     attorneys’ fees or attorneys’ expenses taxed                         demands, notices, summonses or legal
     against the insured.                                                 papers received in connection with the
                                                                          "suit";
                                                                     (c) Notify any other insurer whose coverage
                                                                          is available to the indemnitee; and


CU 00 01 04 13                   Copyright Insurance Services Office, Inc., 2012                    Page 9 of 18
        (d) Cooperate with us with respect to                    (5) A trust, you are an insured. Your trustees
               coordinating other applicable insurance              are also insureds, but only with respect to
               available to the indemnitee; and                     their duties as trustees.
       (2) Provides us with written authorization to:         b. Each of the f ollowing is also an insured:
           (a) Obtain records and other information             (1) Your "volunteer workers" only while
               related to the "suit"; and                           performing duties related to the conduct of
           (b) Conduct and control the defense of the               your business, or your "employees", other
               indemnitee in such "suit".                           than either your "executive officers" (if you
   So long as the above conditions are met,                         are an organization other than a
   attorneys’ fees incurred by us in the defense of that            partnership, joint venture or limited liability
   indemnitee, necessary litigation expenses incurred               company) or your managers (if you are a
   by us and necessary litigation expenses incurred                 limited liability company), but only for acts
   by the indemnitee at our request will be paid as                 within the scope of their employment by
   Supplementary Payments. Notwithstanding the                      you or while performing duties related to
   provisions of Paragraph 2.b.(2) of Section I -                   the conduct of your business. However,
   Coverage A - Bodily Injury And Property Damage                   none of these "employees" or "volunteer
   Liability, such payments will not be deemed to be                workers" are insureds for:
   damages for "bodily injury" and "property damage"               (a) "Bodily injury" or "personal and
   and will not reduce the limits of insurance.                          advertising injury":
   Our obligation to defend an insured’s indemnitee                      (i) To you, to your partners or members
   and to pay for attorneys’ fees and necessary                              (if you are a partnership or joint
   litigation expenses as Supplementary Payments                             venture), to your members (if you are
   ends when we have used up the applicable limit of                         a limited liability company), to a
   insurance in the payment of judgments or                                  co-"employee" in the course of his or
   settlements or the conditions set forth above, or the                     her employment or performing duties
   terms of the agreement described in Paragraph f.                          related to the conduct of your
   above, are no longer met.                                                 business or to your other "volunteer
                                                                             workers" while performing duties
SECTION II - WHO IS AN INSURED                                               related to the conduct of your
1. Except for liability arising out of the ownership,                        business;
   maintenance or use of "covered autos":                               (ii) To the spouse, child, parent, brother
   a. If you are designated in the Declarations as:                          or sister of that co-"employee" or
     (1) An individual, you and your spouse are                              "volunteer worker" as a consequence
          insureds, but only with respect to the                             of Paragraph (a)(i) above; or
          conduct of a business of which you are the                   (iii) For which there is any obligation to
          sole owner.                                                        share damages with or repay
     (2) A partnership or joint venture, you are an                          someone else who must pay
          insured. Your members, your partners, and                          damages because of the injury
          their spouses are also insureds, but only                          described in Paragraph (a)(i) or (ii)
          with respect to the conduct of your                                above.
          business.                                                (b) "Property damage" to property:
     (3) A limited liability company, you are an                         (i) Owned, occupied or used by
          insured. Your members are also insureds,                                                       ;
                                                                        (ii) Rented to, in the care, custody    or
          but only with respect to the conduct of your                       control of, or over which physical
          business. Your managers are insureds, but                          control is being exercised for any
          only with respect to their duties as your                          purpose by;
          managers.
     (4) An organization other than a partnership,                       you, any of your "employees", "volunteer
          joint venture or limited liability company,                    workers", any partner or member (if you
          you are an insured. Your "executive officers"                  are a partnership or joint venture), or
          and directors are insureds, but only with                      any member (if you are a limited liability
          respect to their duties as your officers or                    company).
          directors. Your stockholders are also                 (2) Any person (other than your "employee" or
          insureds, but only with respect to their                  "volunteer worker"), or any organization
          liability as stockholders.                                while acting as your real estate manager.

Page 10 of 18                     Copyright Insurance S erv ices Office, Inc., 2012             CU 00 01 04 13
      (3) Any person or organization having proper               (4) Anyone other than your "employees",
          temporary custody of your property if you                   partners (if you are a partnership), members
          die, but only:                                              (if you are a limited liability company), or a
         (a) With respect to liability arising out of                 lessee or borrower or any of their
              the maintenance or use of that                          "employees", while moving property to or
              property; and                                           from a "covered auto".
         (b) Until your legal representative has been            (5) A partner (if you are a partnership), or a
              appointed.                                              member (if you are a limited liability
     (4)  Your   legal representative if you die, but                 company) for a "covered auto" owned by him
          only with respect to duties as such. That                   or her or a member of his or her household.
          representative will have all your rights and           (6) "Employees" with respect to "bodily injury" to:
          duties under this Coverage Part.                           (a) Any fellow "employee" of the insured
   c. Any organization you newly acquire or form,                         arising out of and in the course of the
      other than a partnership, joint venture or                          fellow "employee’s" employment or while
      limited liability company, and over which you                       performing duties related to the conduct
      maintain ownership or majority interest, will                       of your business; or
      qualify as a Named Insured if there is no other                (b) The spouse, child, parent, brother or
      similar insurance available to that                                 sister of that fellow "employee" as a
      organization. However:                                              consequence of Paragraph (a) above.
     (1) Coverage under this provision is afforded            c. Anyone liable for the conduct of an insured
          only until the 90th day after you acquire or            described above is also an insured, but only to
          form the organization or the end of the                 the extent of that liability.
          policy period, whichever is earlier;
     (2) Coverage A does not apply to "bodily              3. Any additional insured under any policy of
          injury" or "property damage" that occurred          "underlying insurance" will automatically be an
          before you acquired or formed the                   insured under this insurance.
          organization; and                                   Subject to Section III - Limits Of Insurance, if
     (3) Coverage B does not apply to "personal               coverage provided to the additional insured is
          and advertising injury" arising out of an           required by a contract or agreement, the most we
          offense committed before you acquired or            will pay on behalf of the additional insured is the
          formed the organization.                            amount of insurance:
2. Only with respect to liability arising out of the          a. Required by the contract or agreement, less any
   ownership, maintenance or use of "covered                      amounts payable by any "underlying insurance";
   autos":                                                        or
   a. Y ou are an insured.                                    b. Available under the applicable Limits of
                                                                  Insurance shown in the Declarations;
   b. Anyone else while using with your permission            whichever is less.
      a "covered auto" you own, hire or borrow is
      also an insured except:                                 Additional insured coverage provided by this
     (1) The owner or anyone else from whom you               insurance will not be broader than coverage
          hire or borrow a "covered auto". This               provided by the "underlying insurance".
          exception does not apply if the "covered         No person or organization is an insured with respect to
          auto" is a trailer or semitrailer connected to   the conduct of any current or past partnership, joint
          a "covered auto" you own.                        venture or limited liability company that is not shown as
     (2) Your "employee" if the "covered auto" is          a Named Insured in the Declarations.
          owned by that "employee" or a member of
          his or her household.
     (3) Someone using a "covered auto" while he
          or she is working in a business of selling,
          servicing, repairing, parking or storing
          "autos" unless that business is yours.




CU 00 01 04 13                     Copyright Insurance Services Office, Inc., 2012               Page 11 of 18
SECTION III - LIMITS OF INSURANCE                           SECTION IV - CONDITIONS
1. The Limits of Insurance shown in the Declarations        1. Appeals
    and the rules below fix the most we will pay                If the "underlying insurer" or insured elects not to
    regardless of the number of:                                appeal a judgment in excess of the "retained limit",
    a. Insureds;                                                we may do so at our own expense. We will also
    b. Claims made, "suits" brought, or number of               pay for taxable court costs, pre- and postjudgment
        vehicles involved; or                                   interest and disbursements associated with such
    c. Persons or organizations making claims or                appeal. In no event will this provision increase our
        bringing "suits".                                       liability beyond the applicable Limits of Insurance
                                                                described in Section III - Limits Of Insurance.
2. The Aggregate Limit is the most we will pay for
    the sum of all "ultimate net loss" under:                2. Bankruptcy
    a. Coverage A, except "ultimate net loss"                   a. Bankruptcy Of Insured
        because of "bodily injury" or "property                    Bankruptcy or insolvency of the insured or of
        damage" arising out of the ownership,                      the insured’s estate will not relieve us of our
        maintenance or use of a "covered auto"; and                obligations under this Coverage Part.
    b.  Coverage   B.                                           b. Bankruptcy Of Underlying Insurer
3. Subject to Paragraph 2. above, the Each                         Bankruptcy or insolvency of the "underlying
    Occurrence Limit is the most we will pay for the               insurer" will not relieve us of our obligations
    sum of all "ultimate net loss" under Coverage A                under this Coverage Part.
    because of all "bodily injury" and "property                However, this insurance will not replace the
    damage" arising out of any one "occurrence".                "underlying insurance" in the event of bankruptcy
4. Subject to Paragraph 2. above, the Personal And              or insolvency of the "underlying insurer". This
    Advertising Injury Limit is the most we will pay            insurance will apply as if the "underlying
    under Coverage B for the sum of all "ultimate net           insurance" were in full effect.
    loss" because of all "personal and advertising           3. Duties In The Event Of Occurrence, Offense,
    injury" sustained by any one person or                      Claim Or Suit
    organization.                                               a. You must see to it that we are notified as soon
5. If there is "underlying insurance" with a policy                 as practicable of an "occurrence" or an offense,
    period that is nonconcurrent with the policy                    regardless of the amount, which may result in a
    period of this Commercial Liability Umbrella                    claim. To the extent possible, notice should
    Coverage Part, the "retained limit(s)" will only be             include:
    reduced or exhausted by payments for:                          (1) How, when and where the "occurrence" or
    a. "Bodily injury" or "property damage" which                       offense took place;
        occurs during the policy period of this                    (2) The names and addresses of any injured
        Coverage Part; or                                               persons and witnesses; and
    b. "Personal and advertising injury" for offenses              (3) The nature and location of any injury or
        that are committed during the policy period of                  damage arising out of the "occurrence" or
        this Coverage Part.                                             offense.
    However, if any "underlying insurance" is written           b.  If a claim is made or "suit" is brought against
    on a claims-made basis, the "retained limit(s)" will            any insured, you must:
    only be reduced or exhausted by claims for that
    insurance that are made during the policy period,              (1) Immediately record the specifics of the
    or any Extended Reporting Period, of this                           claim or "suit" and the date received; and
    Coverage Part.                                                 (2) Notify us as soon as practicable.
The Aggregate Limit, as described in Paragraph 2.                   You must see to it that we receive written notice
above, applies separately to each consecutive                       of the claim or "suit" as soon as practicable.
annual period and to any remaining period of less
than 12 months, starting with the beginning of the              c. Y ou and any other inv olv ed insured must:
policy period shown in the Declarations, unless the               (1) Immediately send us copies of any
policy period is extended after issuance for an                        demands, notices, summonses or legal
additional period of less than 12 months. In that                      papers received in connection with the
case, the additional period will be deemed part of the                 claim or "suit";
last preceding period for purposes of determining
the Limits of Insurance.

Page 12 of 18                      Copyright Insurance S erv ices Office, Inc., 2012             CU 00 01 04 13
     (2) Authorize us to obtain records and other              (2) The total of all deductible and self-insured
          information;                                             amounts under all that other insurance.
     (3) Cooperate with us in the investigation or       6. Premium Audit
          settlement of the claim or defense against        a. We will compute all premiums for this Coverage
          the "suit"; and                                       Part in accordance with our rules and rates.
     (4) Assist us, upon our request, in the
          enforcement of any right against any               b. Premium shown in this Coverage Part as
          person or organization which may be                   advance premium is a deposit premium only.
          liable to the insured because of injury or            At the close of each audit period we will
          damage to which this insurance may also               compute the earned premium for that period
          apply.                                                and send notice to the first Named Insured.
   d. No insured will, except at that insured’s own             The due date for audit and retrospective
      cost, voluntarily make a payment, assume any              premiums is the date shown as the due date on
      obligation, or incur any expense, other than              the bill. If the sum of the advance and audit
      for first aid, without our consent.                       premiums paid for the policy period is greater
4. Legal Action Against Us                                      than the earned premium, we will return the
   No person or organization has a right under this             excess to the first Named Insured.
   Coverage Part:                                            c. The first Named Insured must keep records of
   a. To join us as a party or otherwise bring us into          the information we need for premium
       a "suit" asking for damages from an insured;             computation, and send us copies at such times
       or                                                       as we may request.
   b. To sue us on this Coverage Part unless all of      7. Representations Or Fraud
       its terms have been fully complied with.              By accepting this policy, you agree:
   A person or organization may sue us to recover            a. The statements in the Declarations are
   on an agreed settlement or on a final judgment               accurate and complete;
   against an insured; but we will not be liable for         b. Those statements are based upon
   damages that are not payable under the terms of              representations you made to us;
   this Coverage Part or that are in excess of the           c. We have issued this policy in reliance upon
   applicable limit of insurance. An agreed                     your representations; and
   settlement means a settlement and release of              d. This policy is void in any case of fraud by you
   liability signed by us, the insured and the                  as it relates to this policy or any claim under
   claimant or the claimant’s legal representative.             this policy.
5. Other Insurance                                       8. Separation Of Insureds
   a. This insurance is excess over, and shall not           Except with respect to the Limits of Insurance, and
      contribute with any of the other insurance,            any rights or duties specifically assigned in this
      whether primary, excess, contingent or on any          Coverage Part to the first Named Insured, this
      other basis. This condition will not apply to          insurance applies:
      insurance specifically written as excess over
      this Coverage Part.                                    a. As if each Named Insured were the only
      When this insurance is excess, we will have no            Named Insured; and
      duty under Coverages A or B to defend the              b. Separately to each insured against whom claim
      insured against any "suit" if any other insurer           is made or "suit" is brought.
      has a duty to defend the insured against that      9. Transfer Of Rights Of Recovery Against Others
      "suit". If no other insurer defends, we will          To Us
      undertake to do so, but we will be entitled to         If the insured has rights to recover all or part of
      the insured’s rights against all those other           any payment we have made under this Coverage
      insurers.                                              Part, those rights are transferred to us. The
   b. When this insurance is excess over other               insured must do nothing after loss to impair them.
      insurance, we will pay only our share of the           At our request, the insured will bring "suit" or
      "ultimate net loss" that exceeds the sum of:           transfer those rights to us and help us enforce
     (1) The total amount that all such other                them.
           insurance would pay for the loss in the
           absence of the insurance provided under
           this Coverage Part; and

CU 00 01 04 13                   Copyright Insurance Services Office, Inc., 2012               Page 13 of 18
10. When We Do Not Renew                                      14. Ex panded Coverage Territory
   If we decide not to renew this Coverage Part, we               a. If a "suit" is brought in a part of the "coverage
   will mail or deliver to the first Named Insured                  territory" that is outside the United States of
   shown in the Declarations written notice of the                  America (including its territories and
   nonrenewal not less than 30 days before the                      possessions), Puerto Rico or Canada, and we
   expiration date.                                                 are prevented by law, or otherwise, from
   If notice is mailed, proof of mailing will be sufficient         defending the insured, the insured will initiate a
   proof of notice.                                                 defense of the "suit". We will reimburse the
11. Loss Payable                                                    insured, under Supplementary Payments, for
                                                                    any reasonable and necessary expenses
   Liability under this Coverage Part does not apply to             incurred for the defense of a "suit" seeking
   a given claim unless and until:                                  damages to which this insurance applies, that
   a. The insured or insured’s "underlying insurer"                 we would have paid had we been able to
      has become obligated to pay the "retained                     exercise our right and duty to defend.
      limit"; and                                                   If the insured becomes legally obligated to pay
   b. The obligation of the insured to pay the                      sums because of damages to which this
      "ultimate net loss" in excess of the "retained                insurance applies in a part of the "coverage
      limit" has been determined by a final settlement              territory" that is outside the United States of
      or judgment or written agreement among the                    America (including its territories and
      insured, claimant and us.                                     possessions), Puerto Rico or Canada, and we
12. Transfer Of Defense                                             are prevented by law, or otherwise, from
   When the underlying limits of insurance have been                paying such sums on the insured’s behalf, we
   used up in the payment of judgments or                           will reimburse the insured for such sums.
   settlements, the duty to defend will be transferred           b. payments or reimbursements we make for
                                                                    All
   to us. We will cooperate in the transfer of control to           damages because of judgments or settlements
   us of any outstanding claims or "suits" seeking                  will be made in U.S. currency at the prevailing
   damages to which this insurance applies which                    exchange rate at the time the insured became
   would have been covered by the "underlying                       legally obligated to pay such sums. All
   insurance" had the applicable limit not been used                payments or reimbursements we make for
   up.                                                              expenses under Supplementary Payments will
13. Maintenance Of / Changes To Underlying                          be made in U.S. currency at the prevailing
    Insurance                                                       exchange rate at the time the expenses were
   Any "underlying insurance" must be maintained in                 incurred.
   full effect without reduction of coverage or limits           c. Any disputes between you and us as to
   except for the reduction of the aggregate limit in               whether there is coverage under this policy
   accordance with the provisions of such "underlying               must be filed in the courts of the United States
   insurance" that results from payment of claims,                  of America (including its territories and
   settlement or judgments to which this insurance                  possessions), Canada or Puerto Rico.
   applies.                                                      d. The insured must fully maintain any coverage
   Such exhaustion or reduction is not a failure to                 required by law, regulation or other
   maintain "underlying insurance". Failure to                      governmental authority during the policy
   maintain "underlying insurance" will not invalidate              period, except for reduction of the aggregate
   insurance provided under this Coverage Part, but                 limits due to payments of claims, judgments or
   insurance provided under this Coverage Part will                 settlements.
   apply as if the "underlying insurance" were in full              Failure to maintain such coverage required by
   effect.                                                          law, regulation or other governmental authority
   If there is an increase in the scope of coverage of              will not invalidate this insurance. However, this
   any "underlying insurance" during the term of this               insurance will apply as if the required coverage
   policy, our liability will be no more than it would              by law, regulation or other governmental
   have been if there had been no such increase.                    authority was in full effect.
   You must notify us in writing, as soon as
   practicable, if any "underlying insurance" is
   cancelled, not renewed, replaced or otherwise
   terminated, or if the limits or scope of coverage of
   any "underlying insurance" is changed.

Page 14 of 18                       Copyright Insurance S erv ices Office, Inc., 2012              CU 00 01 04 13
SECTION V - DEFINITIONS                                       if such property can be restored to use by the
1. "Advertisement" means a notice that is broadcast           repair, replacement, adjustment or removal of
   or published to the general public or specific             "your product" or "your work", or your fulfilling the
   market segments about your goods, products or              terms of the contract or agreement.
   services for the purpose of attracting customers        9. "Insured contract" means:
   or supporters. For the purposes of this definition:        a. A contract for a lease of premises. However,
   a. Notices that are published include material                 that portion of the contract for a lease of
       placed on the Internet or on similar electronic            premises that indemnifies any person or
       means of communication; and                                organization for damage by fire to premises
   b. Regarding web sites, only that part of a web                while rented to you or temporarily occupied by
       site that is about your goods, products or                 you with permission of the owner is not an
       services for the purposes of attracting                    "insured contract";
       customers or supporters is considered an               b. A sidetrack agreement;
       advertisement.                                         c. Any easement or license agreement, except in
2. "Auto"  means:                                                 connection with construction or demolition
   a. A land motor vehicle, trailer or semitrailer                operations on or within 50 feet of a railroad;
       designed for travel on public roads, including         d. An obligation, as required by ordinance, to
       any attached machinery or equipment; or                    indemnify a municipality, except in connection
   b. Any other land vehicle that is subject to a                 with work for a municipality;
       compulsory or financial responsibility law or          e. An elevator maintenance agreement;
       other motor vehicle insurance law where it is           f. That part of any contract or agreement entered
       licensed or principally garaged.                           into, as part of your business, pertaining to the
       However, "auto" does not include "mobile                   rental or lease, by you or any of your
       equipment".                                                "employees", of any "auto". However, such
3. "Bodily injury" means bodily injury, disability,               contract or agreement shall not be considered
   sickness or disease sustained by a person,                     an "insured contract" to the extent that it
   including death resulting from any of these at any             obligates you or any of your "employees" to
   time. "Bodily injury" includes mental anguish or               pay for "property damage" to any "auto" rented
   other mental injury resulting from "bodily injury".            or leased by you or any of your "employees".
4. "Coverage territory" means anywhere in the world           g. That part of any other contract or agreement
   with the exception of any country or jurisdiction              pertaining to your business (including an
   which is subject to trade or other economic                    indemnification of a municipality in connection
   sanction or embargo by the United States of                    with work performed for a municipality) under
   America.                                                       which you assume the tort liability of another
                                                                  party to pay for "bodily injury" or "property
5. "Covered auto" means only those "autos" to which               damage" to a third person or organization. Tort
   "underlying insurance" applies.                                liability means a liability that would be imposed
6. "Employee" includes a "leased worker".                         by law in the absence of any contract or
   "Employee" does not include a "temporary                       agreement.
   worker".                                                   Paragraphs f. and g. do not include that part of
7. "Executive officer" means a person holding any of          any contract or agreement:
   the officer positions created by your charter,                (1) That indemnifies a railroad for "bodily
   constitution, bylaws or any other similar                          injury" or "property damage" arising out of
   governing document.                                                construction or demolition operations,
8. "Impaired property" means tangible property,                       within 50 feet of any railroad property and
   other than "your product" or "your work", that                     affecting any railroad bridge or trestle,
   cannot be used or is less useful because:                          tracks, road-beds, tunnel, underpass or
   a. It incorporates "your product" or "your work"                   crossing;
       that is known or thought to be defective,                 (2) That pertains to the loan, lease or rental of
       deficient, inadequate or dangerous; or                         an "auto" to you or any of your "employees",
   b. You have failed to fulfill the terms of a contract              if the "auto" is loaned, leased or rented with
       or agreement;                                                  a driver; or



CU 00 01 04 13                     Copyright Insurance Services Office, Inc., 2012                Page 15 of 18
      (3) That holds a person or organization                    f. Vehicles not described in Paragraph a., b., c.
            engaged in the business of transporting                 or d. above maintained primarily for purposes
            property by "auto" for hire harmless for your           other than the transportation of persons or
            use of a "covered auto" over a route or                 cargo.
            territory that person or organization is                However, self-propelled vehicles with the
            authorized to serve by public authority.                following types of permanently attached
10. "Leased worker" means a person leased to you by                 equipment are not "mobile equipment" but will
    a labor leasing firm under an agreement between                 be considered "autos":
    you and the labor leasing firm, to perform duties              (1) Equipment designed primarily f or:
    related to the conduct of your business. "Leased                    (a) S now remov al;
    worker" does not include a "temporary worker".
11. "Loading or unloading" means the handling of                       (b) Road maintenance, but not construction
    property:                                                                or resurfacing; or
    a. After it is moved from the place where it is                     (c) S treet cleaning;
        accepted for movement into or onto an aircraft,            (2) Cherry pickers and similar devices mounted
        watercraft or "auto";                                            on automobile or truck chassis and used to
                                                                         raise or lower workers; and
    b. While it is in or on an aircraft, watercraft or
        "auto"; or                                                 (3) Air compressors, pumps and generators,
                                                                         including spraying, welding, building
    c. While it is being moved from an aircraft,                         cleaning, geophysical exploration, lighting
        watercraft or "auto" to the place where it is                    and well servicing equipment.
        finally delivered;                                          However, "mobile equipment" does not include
    but "loading or unloading" does not include the                 land vehicles that are subject to a compulsory
    movement of property by means of a mechanical                   or financial responsibility law or other motor
    device, other than a hand truck, that is not                    vehicle insurance law where it is licensed or
    attached to the aircraft, watercraft or "auto".                 principally garaged. Land vehicles subject to a
12. "Mobile equipment" means any of the following                   compulsory or financial responsibility law or
    types of land vehicles, including any attached                  other motor vehicle insurance law are
    machinery or equipment:                                         considered "autos".
    a. Bulldozers, farm machinery, forklifts and other      13. "Occurrence" means an accident, including
        vehicles designed for use principally off public        continuous or repeated exposure to substantially
        roads;                                                  the same general harmful conditions.
    b. Vehicles maintained for use solely on or next to     14. "Personal and advertising injury" means injury,
        premises you own or rent;                               including consequential"bodily injury", arising out
    c. V ehicles that trav el on crawler treads;                of one or more of the following offenses:
    d. Vehicles, whether self-propelled or not,                 a. False arrest, detention or imprisonment;
        maintained primarily to provide mobility to             b. Malicious prosecution;
        permanently mounted:                                    c. The wrongful eviction from, wrongful entry into,
       (1) Power cranes, shovels, loaders, diggers or               or invasion of the right of private occupancy of
            drills; or                                              a room, dwelling or premises that a person
       (2) Road construction or resurfacing equipment               occupies, committed by or on behalf of its
            such as graders, scrapers or rollers;                   owner, landlord or lessor;
    e. Vehicles not described in Paragraph a., b., c.           d. Oral or written publication, in any manner, of
        or d. above that are not self-propelled and are             material that slanders or libels a person or
        maintained primarily to provide mobility to                 organization or disparages a person’s or
        permanently attached equipment of the                       organization’s goods, products or services;
        following types:                                        e. Oral or written publication, in any manner, of
       (1) Air compressors, pumps and generators,                   material that violates a person’s right of
            including spraying, welding, building                   privacy;
            cleaning, geophysical exploration, lighting          f. The use of another’s advertising idea in your
            and well servicing equipment; or                        "advertisement"; or
       (2) Cherry pickers and similar devices used to           g. Infringing upon another’s copyright, trade
            raise or lower workers;                                 dress or slogan in your "advertisement".


Page 16 of 18                      Copyright Insurance S erv ices Office, Inc., 2012            CU 00 01 04 13
15. "Pollutants" mean any solid, liquid, gaseous or               (2) The existence of tools, uninstalled
    thermal irritant or contaminant, including smoke,                    equipment or abandoned or unused
    vapor, soot, fumes, acids, alkalis, chemicals and                    materials.
    waste. Waste includes materials to be recycled,         18. "Property damage" means:
    reconditioned or reclaimed.                                 a. Physical injury to tangible property, including
16. "Pollution cost or expense" means any loss, cost or              all resulting loss of use of that property. All
    expense arising out of any:                                      such loss of use shall be deemed to occur at
    a. Request, demand, order or statutory or                        the time of the physical injury that caused it; or
        regulatory requirement that any insured or              b. Loss of use of tangible property that is not
        others test for, monitor, clean up, remove,                  physically injured. All such loss of use shall be
        contain, treat, detoxify or neutralize, or in any            deemed to occur at the time of the
        way respond to, or assess the effects of,                    "occurrence" that caused it.
        "pollutants"; or                                        With respect to the ownership, maintenance or use
    b. Claim or suit by or on behalf of a governmental          of "covered autos", property damage also includes
        authority for damages because of testing for,           "pollution cost or expense", but only to the extent
        monitoring, cleaning up, removing, containing,          that coverage exists under the "underlying
        treating, detoxifying or neutralizing, or in any        insurance" or would have existed but for the
        way responding to, or assessing the effects of,         exhaustion of the underlying limits.
        "pollutants".                                           For the purposes of this insurance,with respect to
17. "Products-completed operations hazard":                     other than the ownership, maintenance or use of
    a. Includes all "bodily injury" and "property               "covered autos", electronic data is not tangible
        damage" occurring away from premises you                property.
        own or rent and arising out of "your product" or        As used in this definition, electronic data means
        "your work" except:                                     information, facts or programs stored as or on,
       (1) Products that are still in your physical             created or used on, or transmitted to or from
            possession; or                                      computer software (including systems and
       (2) Work that has not yet been completed or              applications software), hard or floppy disks, CD-
            abandoned. However, "your work" will be             ROMs, tapes, drives, cells, data processing
            deemed completed at the earliest of the             devices or any other media which are used with
            following times:                                    electronically controlled equipment.
           (a) When all of the work called for in your      19. "Retained limit" means the available limits of
                contract has been completed.                    "underlying insurance" scheduled in the
           (b) When all of the work to be done at the           Declarations or the "self-insured retention",
                job site has been completed if your             whichever applies.
                contract calls for work at more than one    20. "Self-insured retention" means the dollar amount
                job site.                                       listed in the Declarations that will be paid by the
                                                                insured before this insurance becomes applicable
           (c) When that part of the work done at a job         only with respect to "occurrences" or offenses not
                site has been put to its intended use by        covered by the "underlying insurance". The "self-
                any person or organization other than           insured retention" does not apply to "occurrences"
                another contractor or subcontractor             or offenses which would have been covered by
                working on the same project.                    "underlying insurance" but for the exhaustion of
            Work that may need service, maintenance,            applicable limits.
            correction, repair or replacement, but which    21. "Suit" means a civil proceeding in which damages
            is otherwise complete, will be treated as           because of "bodily injury", "property damage" or
            completed.                                          "personal and advertising injury" to which this
    b. Does not include "bodily injury" or "property            insurance applies are alleged. "Suit" includes:
        damage" arising out of:
                                                                a. An arbitration proceeding in which such
       (1) The transportation of property, unless the               damages are claimed and to which the insured
            injury or damage arises out of a condition in            must submit or does submit with our consent;
            or on a vehicle not owned or operated by                 or
            you, and that condition was created by the
            "loading or unloading" of that vehicle by any
            insured; or


CU 00 01 04 13                     Copyright Insurance Services Office, Inc., 2012                  Page 17 of 18
   b. Any other alternative dispute resolution                   b. Includes:
        proceeding in which such damages are claimed               (1) Warranties or representations made at any
        and to which the insured submits with our                       time with respect to the fitness, quality,
        consent or the "underlying insurer’s" consent.                  durability, performance or use of "your
22. "Temporary worker" means a person who is                            product"; and
    furnished to you to substitute for a permanent                  (2) The providing of or failure to provide
    "employee" on leave or to meet seasonal or short-                   warnings or instructions.
    term workload conditions.                                    c.  Does  not include vending machines or other
23. "Ultimate net loss" means the total sum, after                   property rented to or located for the use of
    reduction for recoveries or salvages collectible, that           others but not sold.
    the insured becomes legally obligated to pay as          28. "Your work":
    damages by reason of settlement or judgments or
    any arbitration or other alternate dispute method            a. Means:
    entered into with our consent or the "underlying                (1) Work or operations performed by you or on
    insurer’s" consent.                                                 your behalf; and
24. "Underlying insurance" means any policies of                    (2) Materials, parts or equipment furnished in
    insurance listed in the Declarations under the                      connection with such work or operations.
    Schedule of "underlying insurance".                          b. Includes:
25. "Underlying insurer" means any insurer who                      (1) Warranties or representations made at any
    provides any policy of insurance listed in the                      time with respect to the fitness, quality,
    Schedule of "underlying insurance".                                 durability, performance or use of "your
26. "Volunteer worker" means a person who is not your                   work"; and
    "employee", and who donates his or her work and                 (2) The providing of or failure to provide
    acts at the direction of and within the scope of                    warnings or instructions.
    duties determined by you, and is not paid a fee,
    salary or other compensation by you or anyone
    else for their work performed for you.
27. "Your product":
    a. Means:
       (1) Any goods or products, other than real
            property, manufactured, sold, handled,
            distributed or disposed of by:
           (a) Y ou;
           (b) Others trading under your name; or
           (c) A person or organization whose business
                or assets you have acquired; and
       (2) Containers (other than vehicles), materials,
            parts or equipment furnished in connection
            with such goods or products.




 Page 18 of 18                      Copyright Insurance S erv ices Office, Inc., 2012           CU 00 01 04 13
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY                                                                     WC 00 03 13

                                                                                                                                      (Ed. 4-84)

                WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT

We have the right to recover our payments from anyone liable for an injury covered by this policy. We will
not enforce our right against the person or organization named in the Schedule. (This agreement applies only
to the extent that you perform work under a written contract that requires you to obtain this agreement from
us.)

This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

                                                                    Schedule

        Any person or organization for whom the Named Insured has agreed by written contract to furnish this
        waiver




               This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.

             (The information below is required only when this endorsement is issued subsequent to preparation of the policy.)

  Endorsement Effective                                                  Policy No.                        Endorsement No.
  Insured                                                               5736323                                   Premium
    CLARK MAINTENANCE & SUPPLIES, INC.
  Insurance Company                                              Countersigned by ________________________________________________
    Republic Franklin Insurance Company


  WC 00 03 13
  (Ed. 4-84)




© 1983 National Council on Compensation Insurance.