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HomeMy WebLinkAbout589649 ZOE TRAINING & CONSULTING - CONTRACT - AGREEMENT MISC - MODERN DAVINCI LLC DBA ZOE TRAINING & CONSULTINGOfficial Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Leading at the City 2018 Page 1 of 10 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and MODERN DAVINCI LLC DBA ZOE TRAINING & CONSULTING, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of two (2) pages and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence January 1, 2018, and shall continue in full force and effect until December 31, 2019, unless sooner terminated as herein provided. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Zoe Training & Consulting Attn: David Aduddell PO Box 100693 Denver, CO 80250-0693 City of Fort Collins Attn: Doreen Kemp PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, Fifty-one Thousand Dollars ($51,000) DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Leading at the City 2018 Page 2 of 10 plus reimbursable expenses, as per the attached Exhibit "A", consisting of two (2) pages, and incorporated herein by this reference. The total cost for performance of this Contract shall not exceed Sixty Thousand Dollars ($60,000). 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 11. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Leading at the City 2018 Page 3 of 10 respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 12. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Leading at the City 2018 Page 4 of 10 evidencing the insurance coverage required from an insurance company acceptable to the City. 16. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 17. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Leading at the City 2018 Page 5 of 10 the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 19. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit C - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Leading at the City 2018 Page 6 of 10 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: MODERN DAVINCI LLC DBA ZOE TRAINING & CONSULTING By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF David Aduddell CEO 3/13/2018 Assistant City Attorney 3/14/2018 City Clerk Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Leading at the City 2018 Page 7 of 10 EXHIBIT A SCOPE OF SERVICES & COMPENSATION DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Leading at the City 2018 Page 8 of 10 DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Leading at the City 2018 Page 9 of 10 EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Official Purchasing Document Last updated 10/2017 Services Agreement SS 2018 – Leading at the City 2018 Page 10 of 10 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Form SS 83 13 01 97 IMPORTANT NOTICE TO OUR POLICYHOLDERS ENCLOSED IS YOUR SPECTRUM POLICY FROM THE HARTFORD. WE ARE PROVIDING YOU WITH A COMPLETE SET OF POLICY FORMS, NOTICES AND BROCHURES. IN THE INTEREST OF PAPER CONSERVATION AND TO REDUCE EXPENSES, AT RENEWAL OF THIS POLICY WE WILL BE PROVIDING YOU ONLY WITH THOSE DOCUMENTS WHICH HAVE CHANGED FROM THOSE NOW BEING PROVIDED. YOU _____SHOULD _________RETAIN ________ALL _____OF ___THESE _______DOCUMENTS _____________INDEFINITELY _____________SO THAT YOU WILL HAVE A COMPLETE SET OF POLICY FORMS AT ALL TIMES FOR YOUR REFERENCE. IF YOU HAVE QUESTIONS, OR IF AT ANY TIME YOU NEED COPIES OF ANY OF THE FORMS LISTED ON YOUR POLICY, PLEASE CALL YOUR HARTFORD AGENT OR BROKER, OR THE OFFICE OF THE HARTFORD IDENTIFIED ON YOUR POLICY, AS APPROPRIATE. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF 34 SBA IK3841 10/27/17 10/27/18 POLICY NUMBER: Form SS 83 23 12 14 Page 1 of 2 Process Date: Policy Expiration Date: © 2014, The Hartford IMPORTANT NOTICE TO POLICYHOLDER COLORADO DISCLOSURE NOTICE CLAIMS MADE COVERAGE PART This endorsement modifies insurance provided under the following: EDUCATOR’S LEGAL LIABILITY CONDOMINIUM ASSOCIATION DIRECTORS AND OFFICERS LIABILITY EMPLOYMENT PRACTICES LIABILITY FAILSAFE® MEGA TECHNOLOGY ERRORS OR OMISSIONS LIABILITY DATA BREACH COVERAGE – DEFENSE AND LIABILITY THIS DISCLOSURE FORM IS NOT YOUR POLICY. IT MERELY DESCRIBES SOME OF THE MAJOR FEATURES OF OUR CLAIMS MADE POLICY. READ YOUR POLICY CAREFULLY TO DETERMINE RIGHTS, DUTIES, AND WHAT IS AND IS NOT COVERED, ONLY THE PROVISIONS OF YOUR POLICY DETERMINE THE SCOPE OF YOUR INSURANCE PROTECTION. You are receiving this notice because your Spectrum policy contains claims made coverage part that applies to the five coverages listed above. Claims made coverage applies only to claims made against you after the inception date and before the end of the policy period involving injury or damage that occurs after the policy Retroactive Date. When claims made coverage is terminated an Extended Reporting Period may be available. HOW IS OCCURRENCE DIFFERENT FROM CLAIMS MADE? There is no difference in the kinds of injury and damage covered by either an "occurrence" policy or a "claims made" policy. However, claims for damages may be assigned to different policy periods depending on which coverage (occurrence or claims made) applies. With "occurrence" coverage, coverage is provided for injury or damage that occurs during the policy period, no matter when the claim is made. With "claims made" coverage, coverage is provided if the claim for injury or damage is first made during the policy period. The claim must be a demand for damages by a third party but it does not have to be in writing. Usually, a claim is made when it is received and recorded by you or by us. Sometimes, however, a claim may be considered made at an earlier time. This can happen when another claim for the same injury or damage has already been made, or when the claim is received and recorded during an extended reporting period. PRINCIPAL BENEFITS AND COVERAGE This policy provides coverage for errors or omissions injury up to the maximum dollar limit specified in the policy. The principal benefits and coverage are explained in detail in your claims made policy. Please read it carefully and consult your agent about any questions you may have. EXCEPTIONS, REDUCTIONS AND LIMITATIONS Your claims made policy contains certain exceptions, reductions and limitations. Please read them carefully and consult your agent about any questions you might have. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Page 2 of 2 Form SS 83 23 12 14 RENEWALS, TAILS AND EXTENDED REPORTING PERIODS Your claims made policy has some unique features regarding renewal, extended reporting periods, and coverage of occurrences which happen over a period of time. These special claims made provisions are described below: Special "Claims Made" Provisions Two concepts relating to continuation of coverage under the "claims made" policy are especially important to understand. These are the Retroactive Date and the Extended Reporting Period. Retroactive Date When you have a Retroactive Date shown on the Declarations page, there is no coverage for injury or damage that occurred before the Retroactive Date, even if the claim is first made during the policy period. If there is no Retroactive Date entered on the Declarations page, the policy will respond only to claims first made during the policy period for covered injury or damage, no matter when the injury or damage occurred. If there is no Retroactive Date shown on the Declarations page, the policy will provide coverage only for claims first made during the policy period for a covered injury or damage, no matter when the injury or damage happened. If you switch from an occurrence policy to a claims-made policy, the retroactive date in your claims-made policy should be no later than the expiration date of the occurrence policy. When replacing a claims-made policy with a claims-made policy, you should consider the following: a. The retroactive date in the replacement policy should extend far enough back in time to cover any events with long periods of liability exposure; or b. If the retroactive date in the replacement policy does not extend far enough back in time to cover events with long periods of liability exposure, you should consider purchasing extended reporting period coverage under the old claims-made policy. Usually, a Retroactive Date cannot be moved ahead in time, except under certain circumstances (e.g., you changed insurers; there is a substantial change in your operations that increases your potential for loss; you did not provide us with information you knew about in relation to the nature of your business or premises), and then only with your written consent. It is important to understand how the "claims made" policy’s Extended Reporting Period provides continuity of coverage if you are offered a renewal or replacement policy with a Retroactive Date that is later than the one in your current policy. EXTENDED REPORTING PERIODS OR "TAILS" WARNING: If a claim is made after your claims made policy has terminated, you may not have coverage for that claim unless you purchase an Extended Reporting Period or "tail" endorsement, which must be offered to you with at least the aggregate limits provided for that coverage on your terminated policy, for a least one year, at a premium not to exceed 200% of your terminated policy premium for that coverage. CAREFULLY REVIEW THE POLICY PROVISIONS REGARDING THE AVAILABLE EXTENDED REPORTING PERIOD, ESPECIALLY THE LENGTH OF COVERAGE, PRICE, AND THE TIME DURING WHICH YOU MUST PURCHASE OR ACCEPT ANY OFFERRED EXTENDED REPORTING PERIOD. AVAILABILITY OF LOSS INFORMATION Upon your written request and within 30 days thereafter, we will furnish you: a. Information on closed claims as respects the date of claim and the amount(s) paid, if any; and b. Information on open claims as respects the date of claim and the amount of reserve, if any. Amounts reserved are based on our judgment. They are subject to change and should not be considered as ultimate settlement values. Thank you for your assistance. Should you have any questions, please contact your Hartford agent, broker or representative. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Form 100722 11th Rev. Printed in U.S.A. Insurance Policy Billing Information Thank you for selecting The Hartford for your business insurance needs. Shortly, you will receive your first bill from us. You are receiving this Notice so you know what to expect as a valued customer of The Hartford. Should you have any questions after reviewing this information, please contact us at 866-467-8730, and we will be happy to assist you. o Your total policy premium will appear on your policy’s Declarations Page. You will be billed based on the payment plan you selected. o You may pay the "minimum due" as it appears on your insurance bill or pay the policy balance in full. o An installment service fee is added to each installment. A late fee will also be applied if the "minimum due" is not received by the due date shown on your bill. Service and late payment fees do not apply in all states. o If you selected installment billing, any credit or additional premium due as the result of a change made to your policy, will be spread over the remaining billing installments. Additional premium due as a result of an audit will be billed in full on your next bill date following the completion of the audit. o If you elected Electronic Funds Transfer (EFT), policy changes may result in changes to the amount automatically withdrawn from your bank account. The invoice you receive following a policy change will include future withdrawal amounts. If you need to adjust or stop your next scheduled EFT withdrawal, please contact us at least 3 days prior to the scheduled withdrawal date at the telephone number shown below. o If you selected installment billing and pay the premiums for your first policy term on time, at renewal, your account may qualify for our "Equal Installment" feature. This means that the percentage due for each installment, including the initial renewal installment, will be the same throughout the policy term – helping you better manage cash flow. Equal installments will continue as long as you pay your premiums on time and no cancellation notices are issued for any policy on your account. If you no longer qualify for Equal Installments, future renewals will be billed based on the payment plan you selected, which includes a higher initial installment amount. o If your policy is eligible for renewal, your bill for the upcoming policy term will be sent to you approximately 30 days prior to your policy’s renewal date. If your insurance needs change, please contact us at least 60 days prior to your renewal date so we can properly address any adjustments needed. o One bill convenience -- you have the option of combining all eligible Hartford policies on one single bill allowing you to make one payment for all policies on your account as payments are due. You’re In Control In addition to selecting a bill plan option that best meets your budget, you have the flexibility to decide how your payments are made … o Repetitive EFT: Sign up for Repetitive EFT payments and have payments automatically withdrawn from your bank account. This option saves you money by reducing the amount of the installment service fee. o Pay Online: Register at www.thehartford.com/servicecenter. Online Bill Pay is Quick, Easy and Secure! o Pay by Check: Send a check with your remittance stub in the envelope provided with your bill. o Pay by Phone: Call toll-free 1-866-467-8730. Should you have any questions about your bill, please call Customer Service toll-free number: 1-866-467-8730 - 7AM – 7PM CST. We look forward to being of service to you. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Form SS 89 93 07 16 Page 1 of 1 © 2016, The Hartford IMPORTANT NOTICE TO POLICYHOLDERS THE HARTFORD CYBER CENTER WEBSITE ACCESS Thank you for choosing The Hartford for your business insurance needs. You are receiving this Notice because you purchased a business owner's policy from The Hartford, (your Policy was issued by The Hartford writing company identified on your policy Declarations page) which includes access to The Hartford Cyber Center. This portal was created because we recognize that businesses face a variety of cyber-related exposures and need help managing the related risks. These exposures include data breaches, computer virus attacks and cyber extortion threats. Through The Hartford Cyber Center, you have access to: o A panel of third party incident response service providers o Third party cybersecurity pre-incident service providers and a list of approved services to help protect your business before a cyber-threat occurs o Risk management tools, including self-assessments, best practice guides, templates, sample incident response plans, and data breach cost calculators o White papers, blogs and webinars from leading privacy and security practitioners o Up-to-date cyber-related news and events, including examples of privacy and security related events Accessing The Hartford Cyber Center is easy 1. Visit www.thehartford.com/cybercenter 2. Enter policyholder information 3. Access code: 952689 4. Login to The Hartford Cyber Center This Notice does not amend or otherwise affect the provisions of your business owner's policy. Coverage Options: The Hartford offers a variety of endorsements to your business owner's policy that can help protect your business from a broad range of cyber-related threats. Please review your coverage with your insurance agent or broker to determine the most appropriate cyber coverages and limits for your business. Claims Reporting: If you have a claim, you can report it by calling The Hartford's toll-free claims line at 1-800-327-3636. Should you have any questions, please contact your insurance agent, broker or you may contact us directly. We appreciate your business and look forward to being of continued service to you. Please be aware that: o The Hartford Cyber Center is a proprietary web portal exclusively provided to customers of The Hartford. Please do not share the access code with anyone outside your organization. o Registration is required to access the Cyber Center. You may register as many users as necessary. o Contacting a service provider about any issue does not constitute providing The Hartford notice of a claim as required under your insurance policy. Read your insurance policy and discuss any questions with your agent or broker. The Hartford Cyber Center provides third party service provider references and materials for educational purposes only. The Hartford does not specifically endorse any such service provider within The Hartford Cyber Center and hereby disclaims all liability with respect to use of or reliance on such service providers. All service providers are independent contractors and not agents of The Hartford. The Hartford does not warrant the performance of the service providers, even if such services are covered under your Business Owners Policy. We strongly encourage you to conduct your own assessments of the service providers' services and the fitness or adequacy of such services for your particular needs. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Form SS 00 01 03 14 Page 1 of 1 ® Business Owner’s Policy DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Form G-3418-0 PRODUCER COMPENSATION NOTICE You can review and obtain information on The Hartford’s producer compensation practices at www.TheHartford.com or at 1-800-592-5717. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF 34 SBA IK3841 $7.00 POLICY NUMBER: THIS ENDORSEMENT IS ATTACHED TO AND MADE PART OF YOUR POLICY IN RESPONSE TO THE DISCLOSURE REQUIREMENTS OF THE TERRORISM RISK INSURANCE ACT. Form SS 83 76 01 15 Page 1 of 2 © 2015 , The Hartford (Includes copyrighted material of the Insurance Services Office, Inc., with its permission.) DISCLOSURE PURSUANT TO TERRORISM RISK INSURANCE ACT SCHEDULE Terrorism Premium: $ A. Disclosure Of Premium In accordance with the federal Terrorism Risk Insurance Act, as amended (TRIA), we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to coverage for "certified acts of terrorism" under TRIA. The portion of your premium attributable to such coverage is shown in the Schedule of this endorsement. B. The following definition is added with respect to the provisions of this endorsement: 1. A "certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of TRIA, to be an act of terrorism under TRIA. The criteria contained in TRIA for a "certified act of terrorism" include the following: a. The act results in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to TRIA; and b. The act results in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of an United States mission; and c. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion C. Disclosure Of Federal Share Of Terrorism Losses The United States Department of the Treasury will reimburse insurers for a portion of insured losses, as indicated in the table below, attributable to "certified acts of terrorism" under TRIA that exceeds the applicable insurer deductible: Calendar Year Federal Share of Terrorism Losses 2015 85% 2016 84% 2017 83% 2018 82% 2019 81% 2020 or later 80% Form SS 83 76 01 15 Page 2 of 2 D. Cap On Insurer Liability for Terrorism Losses If aggregate industry insured losses attributable to "certified acts of terrorism" under TRIA exceed $100 billion in a calendar year and we have met, or will meet, our insurer deductible under TRIA, we shall not be liable for the payment of any portion of the amount of such losses that exceed $100 billion. In such case, your coverage for terrorism losses may be reduced on a pro-rata basis in accordance with procedures established by the Treasury, based on its estimates of aggregate industry losses and our estimate that we will exceed our insurer deductible. In accordance with the Treasury's procedures, amounts paid for losses may be subject to further adjustments based on differences between actual losses and estimates. E. Application of Other Exclusions The terms and limitations of any terrorism exclusion, the inapplicability or omission of a terrorism exclusion, or the inclusion of terrorism coverage, do not serve to create coverage for any loss which would otherwise be excluded under this Coverage Form, Coverage Part or Policy. F. All other terms and conditions remain the same. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF 34 SBA IK3841 10/27/17 10/27/18 POLICY NUMBER: Form SS 83 23 12 14 Page 1 of 2 Process Date: Policy Expiration Date: © 2014, The Hartford IMPORTANT NOTICE TO POLICYHOLDER COLORADO DISCLOSURE NOTICE CLAIMS MADE COVERAGE PART This endorsement modifies insurance provided under the following: EDUCATOR’S LEGAL LIABILITY CONDOMINIUM ASSOCIATION DIRECTORS AND OFFICERS LIABILITY EMPLOYMENT PRACTICES LIABILITY FAILSAFE® MEGA TECHNOLOGY ERRORS OR OMISSIONS LIABILITY DATA BREACH COVERAGE – DEFENSE AND LIABILITY THIS DISCLOSURE FORM IS NOT YOUR POLICY. IT MERELY DESCRIBES SOME OF THE MAJOR FEATURES OF OUR CLAIMS MADE POLICY. READ YOUR POLICY CAREFULLY TO DETERMINE RIGHTS, DUTIES, AND WHAT IS AND IS NOT COVERED, ONLY THE PROVISIONS OF YOUR POLICY DETERMINE THE SCOPE OF YOUR INSURANCE PROTECTION. You are receiving this notice because your Spectrum policy contains claims made coverage part that applies to the five coverages listed above. Claims made coverage applies only to claims made against you after the inception date and before the end of the policy period involving injury or damage that occurs after the policy Retroactive Date. When claims made coverage is terminated an Extended Reporting Period may be available. HOW IS OCCURRENCE DIFFERENT FROM CLAIMS MADE? There is no difference in the kinds of injury and damage covered by either an "occurrence" policy or a "claims made" policy. However, claims for damages may be assigned to different policy periods depending on which coverage (occurrence or claims made) applies. With "occurrence" coverage, coverage is provided for injury or damage that occurs during the policy period, no matter when the claim is made. With "claims made" coverage, coverage is provided if the claim for injury or damage is first made during the policy period. The claim must be a demand for damages by a third party but it does not have to be in writing. Usually, a claim is made when it is received and recorded by you or by us. Sometimes, however, a claim may be considered made at an earlier time. This can happen when another claim for the same injury or damage has already been made, or when the claim is received and recorded during an extended reporting period. PRINCIPAL BENEFITS AND COVERAGE This policy provides coverage for errors or omissions injury up to the maximum dollar limit specified in the policy. The principal benefits and coverage are explained in detail in your claims made policy. Please read it carefully and consult your agent about any questions you may have. EXCEPTIONS, REDUCTIONS AND LIMITATIONS Your claims made policy contains certain exceptions, reductions and limitations. Please read them carefully and consult your agent about any questions you might have. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Page 2 of 2 Form SS 83 23 12 14 RENEWALS, TAILS AND EXTENDED REPORTING PERIODS Your claims made policy has some unique features regarding renewal, extended reporting periods, and coverage of occurrences which happen over a period of time. These special claims made provisions are described below: Special "Claims Made" Provisions Two concepts relating to continuation of coverage under the "claims made" policy are especially important to understand. These are the Retroactive Date and the Extended Reporting Period. Retroactive Date When you have a Retroactive Date shown on the Declarations page, there is no coverage for injury or damage that occurred before the Retroactive Date, even if the claim is first made during the policy period. If there is no Retroactive Date entered on the Declarations page, the policy will respond only to claims first made during the policy period for covered injury or damage, no matter when the injury or damage occurred. If there is no Retroactive Date shown on the Declarations page, the policy will provide coverage only for claims first made during the policy period for a covered injury or damage, no matter when the injury or damage happened. If you switch from an occurrence policy to a claims-made policy, the retroactive date in your claims-made policy should be no later than the expiration date of the occurrence policy. When replacing a claims-made policy with a claims-made policy, you should consider the following: a. The retroactive date in the replacement policy should extend far enough back in time to cover any events with long periods of liability exposure; or b. If the retroactive date in the replacement policy does not extend far enough back in time to cover events with long periods of liability exposure, you should consider purchasing extended reporting period coverage under the old claims-made policy. Usually, a Retroactive Date cannot be moved ahead in time, except under certain circumstances (e.g., you changed insurers; there is a substantial change in your operations that increases your potential for loss; you did not provide us with information you knew about in relation to the nature of your business or premises), and then only with your written consent. It is important to understand how the "claims made" policy’s Extended Reporting Period provides continuity of coverage if you are offered a renewal or replacement policy with a Retroactive Date that is later than the one in your current policy. EXTENDED REPORTING PERIODS OR "TAILS" WARNING: If a claim is made after your claims made policy has terminated, you may not have coverage for that claim unless you purchase an Extended Reporting Period or "tail" endorsement, which must be offered to you with at least the aggregate limits provided for that coverage on your terminated policy, for a least one year, at a premium not to exceed 200% of your terminated policy premium for that coverage. CAREFULLY REVIEW THE POLICY PROVISIONS REGARDING THE AVAILABLE EXTENDED REPORTING PERIOD, ESPECIALLY THE LENGTH OF COVERAGE, PRICE, AND THE TIME DURING WHICH YOU MUST PURCHASE OR ACCEPT ANY OFFERRED EXTENDED REPORTING PERIOD. AVAILABILITY OF LOSS INFORMATION Upon your written request and within 30 days thereafter, we will furnish you: a. Information on closed claims as respects the date of claim and the amount(s) paid, if any; and b. Information on open claims as respects the date of claim and the amount of reserve, if any. Amounts reserved are based on our judgment. They are subject to change and should not be considered as ultimate settlement values. Thank you for your assistance. Should you have any questions, please contact your Hartford agent, broker or representative. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF 001 (CONTINUED ON NEXT PAGE) 10/27/17 10/27/18 41 38 IK SBA TWIN CITY FIRE INSURANCE COMPANY ONE HARTFORD PLAZA, HARTFORD, CT 06155 7 34 SBA IK3841 SC MODERN DAVINCI LLC DBA ZOE TRAINING AND CONSULTIN PO BOX 100693 DENVER CO 80250 10/27/17 10/27/18 365 DAYS FRONTIER LLC 345535 NEW LIMITED LIAB CORP NON-AUDITABLE SPECIAL $369 DISCOUNT APPLIED: PAID IN FULL IN RECOGNITION OF THE MULTIPLE COVERAGES INSURED WITH THE HARTFORD, YOUR POLICY PREMIUM INCLUDES AN ACCOUNT CREDIT. 10/27/17 Form SS 00 02 12 06 Page Process Date: Policy Expiration Date: This Spectrum Policy consists of the Declarations, Coverage Forms, Common Policy Conditions and any other Forms and Endorsements issued to be a part of the Policy. This insurance is provided by the stock insurance company of The Hartford Insurance Group shown below. INSURER: COMPANY CODE: Policy Number: SPECTRUM POLICY DECLARATIONS Named Insured and Mailing Address: (No., Street, Town, State, Zip Code) Policy Period: From To 12:01 a.m., Standard time at your mailing address shown above. Exception: 12 noon in New Hampshire. Name of Agent/Broker: Code: Previous Policy Number: Named Insured is: Audit Period: Type of Property Coverage: Insurance Provided: In return for the payment of the premium and subject to all of the terms of this policy, we agree with you to provide insurance as stated in this policy. ____________________________________________________________________________________________________________________ TOTAL ANNUAL PREMIUM IS: ______________________________________________________________________________________________ Countersigned by Authorized Representative Date DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF 002 (CONTINUED ON NEXT PAGE) 10/27/17 10/27/18 34 SBA IK3841 001 001 55 HOLLY ST DENVER CO 80220 CONSULTANT - BUSINESS AND MANAGEMENT $ 1,000 PER OCCURRENCE NO COVERAGE $ 12,900 NO COVERAGE MONEY AND SECURITIES INSIDE THE PREMISES OUTSIDE THE PREMISES $ 10,000 $ 5,000 Form SS 00 02 12 06 Page Process Date: Policy Expiration Date: SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: Location(s), Building(s), Business of Named Insured and Schedule of Coverages for Premises as designated by Number below. Location: Building: Description of Business: Deductible: BUILDING AND BUSINESS PERSONAL PROPERTY LIMITS OF INSURANCE BUILDING BUSINESS PERSONAL PROPERTY REPLACEMENT COST PERSONAL PROPERTY OF OTHERS REPLACEMENT COST DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF 003 (CONTINUED ON NEXT PAGE) 10/27/17 10/27/18 34 SBA IK3841 001 001 LIMITED FUNGI, BACTERIA OR VIRUS COVERAGE: FORM SS 40 93 THIS IS THE MAXIMUM AMOUNT OF INSURANCE FOR THIS COVERAGE, SUBJECT TO ALL PROPERTY LIMITS FOUND ELSEWHERE ON THIS DECLARATION. INCLUDING BUSINESS INCOME AND EXTRA EXPENSE COVERAGE FOR: $ 50,000 30 DAYS Form SS 00 02 12 06 Page Process Date: Policy Expiration Date: SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: Location(s), Building(s), Business of Named Insured and Schedule of Coverages for Premises as designated by Number below. Location: Building: PROPERTY OPTIONAL COVERAGES APPLICABLE LIMITS OF INSURANCE TO THIS LOCATION DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF 004 (CONTINUED ON NEXT PAGE) 10/27/17 10/27/18 34 SBA IK3841 BUSINESS INCOME AND EXTRA EXPENSE COVERAGE COVERAGE INCLUDES THE FOLLOWING COVERAGE EXTENSIONS: ACTION OF CIVIL AUTHORITY: EXTENDED BUSINESS INCOME: EQUIPMENT BREAKDOWN COVERAGE COVERAGE FOR DIRECT PHYSICAL LOSS DUE TO: MECHANICAL BREAKDOWN, ARTIFICIALLY GENERATED CURRENT AND STEAM EXPLOSION THIS ADDITIONAL COVERAGE INCLUDES THE FOLLOWING EXTENSIONS HAZARDOUS SUBSTANCES EXPEDITING EXPENSES MECHANICAL BREAKDOWN COVERAGE ONLY APPLIES WHEN BUILDING OR BUSINESS PERSONAL PROPERTY IS SELECTED ON THE POLICY IDENTITY RECOVERY COVERAGE FORM SS 41 12 12 MONTHS ACTUAL LOSS SUSTAINED 30 DAYS 30 CONSECUTIVE DAYS $ 50,000 $ 50,000 $ 15,000 Form SS 00 02 12 06 Page Process Date: Policy Expiration Date: SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: PROPERTY OPTIONAL COVERAGES APPLICABLE LIMITS OF INSURANCE TO ALL LOCATIONS DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF 005 (CONTINUED ON NEXT PAGE) 10/27/17 10/27/18 34 SBA IK3841 $2,000,000 $ 10,000 $2,000,000 $1,000,000 $4,000,000 FORM SS 05 09 $4,000,000 FORM SS 09 01 $ 10,000 NOT APPLICABLE $ 10,000 10272017 BUSINESS LIABILITY OPTIONAL COVERAGES CYBERFLEX COVERAGE FORM SS 40 26 UNMANNED AIRCRAFT LIABILITY FORM: SS 42 06 Form SS 00 02 12 06 Page Process Date: Policy Expiration Date: SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: BUSINESS LIABILITY LIMITS OF INSURANCE LIABILITY AND MEDICAL EXPENSES MEDICAL EXPENSES - ANY ONE PERSON PERSONAL AND ADVERTISING INJURY DAMAGES TO PREMISES RENTED TO YOU ANY ONE PREMISES AGGREGATE LIMITS PRODUCTS-COMPLETED OPERATIONS GENERAL AGGREGATE EMPLOYMENT PRACTICES LIABILITY COVERAGE: EACH CLAIM LIMIT DEDUCTIBLE - EACH CLAIM LIMIT AGGREGATE LIMIT RETROACTIVE DATE: This Employment Practices Liability Coverage contains claims made coverage. Except as may be otherwise provided herein, specified coverages of this insurance are limited generally to liability for injuries for which claims are first made against the insured while the insurance is in force. Please read and review the insurance carefully and discuss the coverage with your Hartford Agent or Broker. The Limits of Insurance stated in this Declarations will be reduced, and may be completely exhausted, by the payment of "defense expense" and, in such event, The Company will not be obligated to pay any further "defense expense" or sums which the insured is or may become legally obligated to pay as "damages". DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF 006 10/27/17 10/27/18 34 SBA IK3841 SS 00 01 03 14 SS 00 05 10 08 SS 00 07 07 05 SS 00 08 04 05 SS 00 60 09 15 SS 00 61 09 15 SS 00 64 09 16 SS 01 33 11 13 SS 42 06 03 17 SS 40 26 03 17 SS 40 93 07 05 SS 41 12 12 07 SS 41 51 10 09 SS 41 63 06 11 IH 10 01 09 86 SS 05 09 07 00 SS 05 47 09 15 SS 51 11 03 17 SS 09 01 12 14 SS 09 53 10 08 SS 09 67 09 14 SS 09 70 12 14 SS 09 71 12 14 SS 09 73 12 14 SS 50 19 01 15 IH 99 40 04 09 IH 99 41 04 09 SS 83 76 01 15 SS 89 93 07 16 Form SS 00 02 12 06 Page Process Date: Policy Expiration Date: SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: Form Numbers of Forms and Endorsements that apply: DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Form SS 00 05 10 08 © 2008, The Hartford COMMON POLICY CONDITIONS DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Form SS 00 05 10 08 QUICK REFERENCE - SPECTRUM POLICY DECLARATIONS and COMMON POLICY CONDITIONS I. DECLARATIONS Named Insured and Mailing Address Policy Period Description and Business Location Coverages and Limits of Insurance II. COMMON POLICY CONDITIONS Beginning on Page A. Cancellation 1 B. Changes 1 C. Concealment, Misrepresentation Or Fraud 2 D. Examination Of Your Books And Records 2 E. Inspections And Surveys 2 F. Insurance Under Two Or More Coverages 2 G. Liberalization 2 H. Other Insurance - Property Coverage 2 I. Premiums 2 J. Transfer Of Rights Of Recovery Against Others To Us 2 K. Transfer Of Your Rights And Duties Under This Policy 3 L. Premium Audit 3 DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Form SS 00 05 10 08 Page 1 of 3 © 2008, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission) COMMON POLICY CONDITIONS All coverages of this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a. 5 days before the effective date of cancellation if any one of the following conditions exists at any building that is Covered Property in this policy: (1) The building has been vacant or unoccupied 60 or more consecutive days. This does not apply to: (a) Seasonal unoccupancy; or (b) Buildings in the course of construction, renovation or addition. Buildings with 65% or more of the rental units or floor area vacant or unoccupied are considered unoccupied under this provision. (2) After damage by a Covered Cause of Loss, permanent repairs to the building: (a) Have not started; and (b) Have not been contracted for, within 30 days of initial payment of loss. (3) The building has: (a) An outstanding order to vacate; (b) An outstanding demolition order; or (c) Been declared unsafe by governmental authority. (4) Fixed and salvageable items have been or are being removed from the building and are not being replaced. This does not apply to such removal that is necessary or incidental to any renovation or remodeling. (5) Failure to: (a) Furnish necessary heat, water, sewer service or electricity for 30 consecutive days or more, except during a period of seasonal unoccupancy; or (b) Pay property taxes that are owing and have been outstanding for more than one year following the date due, except that this provision will not apply where you are in a bona fide dispute with the taxing authority regarding payment COMMON POLICY CONDITIONS Page 2 of 3 Form SS 00 05 10 08 C. Concealment, Misrepresentation Or Fraud This policy is void in any case of fraud by you as it relates to this policy at any time. It is also void if you or any other insured, at any time, intentionally conceal or misrepresent a material fact concerning: 1. This policy; 2. The Covered Property; 3. Your interest in the Covered Property; or 4. A claim under this policy. D. Examination Of Your Books And Records We may examine and audit your books and records as they relate to the policy at any time during the policy period and up to three years afterward. E. Inspections And Surveys 1. We have the right but are not obligated to: a. Make inspections and surveys at any time; b. Give you reports on the conditions we find; and c. Recommend changes. 2. Any inspections, surveys, reports or recommendations will relate only to insurability and the premiums to be charged. We do not make safety inspections. We do not undertake to perform the duty of any person or organization to provide for the health or safety of any person. We do not represent or warrant that conditions: a. Are safe or healthful; or b. Comply with laws, regulations, codes or standards. 3. This condition applies not only to us, but also to any rating, advisory, rate service or similar organization which makes insurance inspections, surveys, reports or recommendations on our behalf. F. Insurance Under Two Or More Coverages If two or more of this policy's coverages apply to the same loss or damage, we will not pay more than the actual amount of the loss or damage. G. Liberalization If we adopt any revision that would broaden the coverage under this policy without additional premium within 45 days prior to, or at any time during, the policy period, the broadened coverage will immediately apply to this policy. H. Other Insurance - Property Coverage If there is other insurance covering the same loss or damage, we will pay only for the amount of covered loss or damage in excess of the amount due from that other insurance, whether you can collect on it or not. But we will not pay more than the applicable Limit of Insurance. I. Premiums 1. The first Named Insured shown in the Declarations: a. Is responsible for the payment of all premiums; and COMMON POLICY CONDITIONS Form SS 00 05 10 08 Page 3 of 3 a. Someone insured by this insurance; b. A business firm: (1) Owned or controlled by you; or (2) That owns or controls you; or c. Your tenant. You may also accept the usual bills of lading or shipping receipts limiting the liability of carriers. This will not restrict your insurance. K. Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual Named Insured. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. Until your legal representative is appointed, anyone having proper temporary custody of your property will have your rights and duties but only with respect to that property. L. Premium Audit a. We will compute all premiums for this policy in accordance with our rules and rates. b. The premium amount shown in the Declarations is a deposit premium only. At the close of each audit period we will compute the earned premium for that period. Any additional premium found to be due as a result of the audit are due and payable on notice to the first Named Insured. If the deposit premium paid for the policy term is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must maintain all records related to the coverage provided by this policy and necessary to finalize the premium audit, and send us copies of the same upon our request. Our President and Secretary have signed this policy. Where required by law, the Declarations page has also been countersigned by our duly authorized representative. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Form SS 00 07 07 05 © 2005, The Hartford SPECIAL PROPERTY COVERAGE FORM DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Form SS 00 07 07 05 QUICK REFERENCE SPECIAL PROPERTY COVERAGE FORM READ YOUR POLICY CAREFULLY SPECIAL PROPERTY COVERAGE FORM Beginning on Page A. COVERAGES 1 Covered Property 1 Property Not Covered 1 Covered Causes of Loss 2 Limitations 2 Additional Coverages 3 Coverage Extensions 13 B. EXCLUSIONS 16 C. LIMITS OF INSURANCE 18 D. DEDUCTIBLES 19 E. PROPERTY LOSS CONDITIONS 19 Abandonment 20 Appraisal 20 Duties in the Event of Loss or Damage 20 Legal Action Against Us 20 Loss Payment 20 Recovered Property 22 Resumption of Operations 22 Vacancy 22 F. PROPERTY GENERAL CONDITIONS 23 Control of Property 23 Mortgage Holders 23 No Benefit to Bailee 24 Policy Period, Coverage Territory 24 G. PROPERTY DEFINITIONS 24 DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Form SS 00 07 07 05 Page 1 of 25 SPECIAL PROPERTY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties, and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we," "us" and "our" refer to the Company providing this insurance. Other words and phrases that appear in quotation marks have special meaning. Refer to the SECTION G - PROPERTY DEFINITIONS. A. COVERAGE We will pay for direct physical loss of or physical damage to Covered Property at the premises described in the Declarations (also called "scheduled premises" in this policy) caused by or resulting from a Covered Cause of Loss. 1. Covered Property Covered Property as used in this policy, means the following types of property for which a Limit of Insurance is shown in the Declarations: a. Buildings, meaning only building(s) and structure(s) described in the Declarations, including: (1) Completed additions; (2) Permanently installed: (a) Fixtures; (b) Machinery; and (c) Equipment; (3) Outdoor fixtures; (4) Your personal property in apartments, rooms or common areas furnished by you as landlord; (5) Building Glass, meaning glass that is part of a building or structure; (6) Personal property owned by you that is used to maintain or service the buildings or structures on the premises, including: (a) Fire extinguishing equipment; (b) Outdoor furniture; (c) Floor coverings; and (d) Appliances used for refrigerating, ventilating, cooking, dishwashing or laundering; and (7) If not covered by other insurance: (a) Additions under construction, alterations and repairs to the buildings or structures; (b) Materials, equipment, supplies and temporary structures, on or within 1,000 feet of the "scheduled premises", used for making additions, alterations or repairs to the buildings or structures. b. Business Personal Property located in or on the building(s) described in the Declarations at the "scheduled premises" or in the open (or in a vehicle) within 1,000 feet of the "scheduled premises", including: (1) Property you own that is used in your business; (2) Tools and equipment owned by your employees, which are used in your SPECIAL PROPERTY COVERAGE FORM Page 2 of 25 Form SS 00 07 07 05 e. Land (including land on which the property is located), water, growing crops or lawns; f. Outdoor fences, radio or television antennas (including satellite dishes), including their lead in wiring, masts or towers, signs (other than signs attached to buildings), trees, shrubs or plants (other then those held for sale or sold but not delivered), except as any of these may be provided in the: (1) Outdoor Property Coverage Extension; or (2) Outdoor Signs Optional Coverage; g. Watercraft (including motors, equipment and accessories) while afloat; h. The cost to research, replace or restore the information on "valuable papers and records", except as may be provided in any Coverage Extensions or Optional Coverages. i. "Data" and "software" which exists on electronic "media" including the cost to research, replace or restore them, except as may be provided for in any Additional Coverages or Optional Coverages. j. Accounts, bills, food stamps, other evidences of debt, accounts receivable or "valuable papers and records"; except as otherwise provided for in this policy. 3. Covered Causes of Loss RISKS OF DIRECT PHYSICAL LOSS unless the loss is: a. Excluded in Section B., EXCLUSIONS; or b. Limited in Paragraph A.4. Limitations; that follow. 4. Limitations a. We will not pay for direct loss of or damage to: (1) Property that is missing, where the only evidence of the direct physical loss or physical damage is a shortage disclosed on taking inventory, or other instances where there is no physical evidence to show what happened to the property. This limitation does not apply to the Additional Coverage for "Money" and "Securities". (2) Property that has been transferred to a person or to a place outside the "scheduled premises" on the basis of unauthorized instructions. (3) The interior of any building or structure caused by or resulting from rain, snow, sleet, ice, sand or dust, whether driven by wind or not, unless: (a) The building or structure first sustains physical damage by a Covered Cause of Loss to its roof or walls through which the rain, snow, sleet, ice, sand or dust SPECIAL PROPERTY COVERAGE FORM Form SS 00 07 07 05 Page 3 of 25 5. Additional Coverages a. Collapse (1) With respect to Buildings: (a) Collapse means an abrupt falling down or caving in of a building or any part of a building with the result that the building cannot be occupied for its intended purpose; (b) A building or any part of a building that is in danger of falling down or caving in is not considered to be in a state of collapse; (c) A part of a building that is standing is not considered to be in a state of collapse even if it has separated from another part of the building; (d) A building that is standing or any part of a building that is standing is not considered to be in a state of collapse even if it shows evidence of cracking, bulging, sagging, bending, leaning, settling, shrinkage, or expansion. (2) We will pay for direct physical loss or physical damage caused by or resulting from risks of collapse of a building or any part of a building that is insured by this policy caused only by one or more of the following: (a) "Specified cause of loss" or breakage of building glass, if such loss or breakage was covered by this policy; (b) Decay that is hidden from view, unless the presence of such decay was known to an insured prior to collapse; (c) Insect or vermin damage that is hidden from view, unless the presence of such damage is known to an insured prior to collapse; (d) Weight of people or personal property; (e) Weight of rain that collects on a roof; and (f) Use of defective material or methods in construction, remodeling or renovation if the collapse occurs during the course of the construction, remodeling or renovation. The criteria set forth in Paragraphs (1)(a) through (1)(d) do not limit the coverage otherwise provided under this Additional Coverage for the Causes of Loss listed in Paragraph (2)(a), (2)(d), and (2)(e). (3) If the collapse is caused by a Covered SPECIAL PROPERTY COVERAGE FORM Page 4 of 25 Form SS 00 07 07 05 b. Debris Removal (1) We will pay your expense to remove debris of Covered Property caused by or resulting from a Covered Cause of Loss that occurs during the policy period. The expenses will be paid only if they are reported to us in writing within 180 days of the earlier of: (a) The date of direct physical loss or physical damage; or (b) The end of the policy period. (2) The most we will pay under this additional Coverage is 25% of the amount we pay for the direct loss of or physical damage to Covered Property plus the deductible in this policy applicable to that physical loss or physical damage. But this limitation does not apply to any additional Debris Removal limit provided in the Limits of Insurance section. (3) This Additional Coverage does not apply to costs to: (a) Extract "pollutants and contaminants" from land; or (b) Remove, restore or replace polluted or contaminated land or water. c. Equipment Breakdown (1) We will pay for direct physical loss or physical damage caused by or resulting from an Equipment Breakdown Accident to Equipment Breakdown Property. Equipment Breakdown Accident means: (a) Mechanical breakdown, including rupture or bursting caused by centrifugal force. (b) Artificially generated electric current, including electric arcing, that disturbs electrical devices, appliances or wires. (c) Explosion of steam boilers, steam piping, steam engines or steam turbines owned or leased by you, or operated under your control. (d) Physical loss or physical damage to steam boilers, steam pipes, steam engines or steam turbines caused by or resulting from any condition or event inside such boilers or equipment. (e) Physical loss or physical damage to hot water boilers or other water heating equipment caused by or resulting from any condition or SPECIAL PROPERTY COVERAGE FORM Form SS 00 07 07 05 Page 5 of 25 (a) Hazardous Substances We will pay in any one occurrence for the additional cost, not to exceed $50,000, to repair or replace Covered Property because of contamination by a hazardous substance. This includes the expenses to clean up or dispose of such property. Hazardous substance means any substance that is hazardous to human health or that has been declared by a government agency to be hazardous to human health. Additional cost in this extension means those beyond what would have been required had no hazardous substance been involved. This limit is part of and not in addition to the Limits of Insurance for Covered Property. (b) Expediting Expenses With respect to your damaged Covered Property, we will pay in any one occurrence, up to $50,000, for the reasonable and necessary additional expenses you incur to: (i) Make temporary repairs; or (ii) Expedite permanent repairs or permanent replacement. (c) Defense If a claim or "suit" is brought against you alleging that you are liable for damage to property of another in your care, custody or control directly caused by Equipment Breakdown we will either: (i) Settle the claim or "suit"; or (ii) Defend you against the claim or "suit," but keep for ourselves the right to settle it at any point. (d) Supplementary Payments We will pay, with respect to any claim or "suit" we defend: (i) All expenses we incur; (ii) The cost of bonds to release attachments, but only for bond amounts within the Limit of Insurance. We do not have to furnish these bonds; (iii) All reasonable expenses incurred by you at our request to assist us in the investigation or defense of the claim or SPECIAL PROPERTY COVERAGE FORM Page 6 of 25 Form SS 00 07 07 05 comparable material and quality. This coverage does not increase any of the applicable limits. This coverage does not apply to any property indicated as being valued on an Actual Cash Value basis. If you wish to retrofit air conditioning or refrigeration equipment that utilizes a refrigerant containing CFC (chlorofluorocarbon) substances to accept a non-CFC refrigerant or replace the system with a system using a non-CFC refrigerant, we will consider this better for the environment. Any associated Business Income or Extra Expense will be included in determining the additional cost, if Business Income and Extra Expense apply to this policy. (3) Additional Condition - Bankruptcy The bankruptcy or insolvency of you or your estate will not relieve us of any obligation under this Additional Coverage. (4) Jurisdictional Inspections: If any boiler or pressure vessel requires inspection to comply with state or municipal boiler and pressure vessel regulations, we agree to perform such inspection on your behalf. d. Fire Department Service Charge When the fire department is called to save or protect Covered Property from a Covered Cause of Loss, we will pay up to $25,000 in any one occurrence for your liability for fire department service charges: (1) Assumed by contract or agreement prior to loss; or (2) Required by local ordinance. e. Fire Extinguisher Recharge We will pay to cover your expenses for recharge of your hand fire extinguishers when they are emptied while fighting fire. f. Forgery (1) We will pay for loss resulting directly from forgery or alteration of any check, draft, promissory note, or similar written promises, orders or directions to pay a sum certain in "money" that you or your agent has issued, or that was issued by someone who impersonates you or your agent. This includes written instruments required in conjunction with any credit, debit, or charge card issued to you or any "employee" for business purposes. SPECIAL PROPERTY COVERAGE FORM Form SS 00 07 07 05 Page 7 of 25 at a bank or savings institution, within your living quarters or the Iiving quarters of your partners or any employee having use and custody of the property, at the "scheduled premises", or in transit between any of these places, resulting directly from: (a) “Theft”; (b) Disappearance; or (c) Destruction. (2) In addition to the Limitations and Exclusions applicable to property coverage, we will not pay for loss: (a) Resulting from accounting or arithmetical errors or omissions; (b) Due to the giving or surrendering of property in any exchange or purchase; or (c) Of property contained in any "money"-operated device unless a continuous recording instrument in the device records the amount of "money" deposited in the “money”- operated device. (3) The most we will pay for loss in any one occurrence is: (a) The limit shown in the Declarations for Inside the Premises for "money" and "securities" while: (i) In or on the "scheduled premises"; or (ii) Within a bank or savings institution; and (b) The limit shown in the Declarations for Outside the Premises for "money" and "securities" while anywhere else. (4) All loss: (a) Caused by one or more persons; or (b) Involving a single act or series of related acts; is considered one occurrence. (5) You must keep records of all "money" and "securities" so we can verify the amount of any loss or damage. j. Ordinance or Law (1) If a Covered Cause of Loss occurs to covered Building property, we will pay on a “scheduled premises” any of the following costs that are caused by enforcement of an ordinance or law: Undamaged Part (a) For loss to the undamaged portion of the Building that requires the demolition of parts of the same property not damaged by a Covered Cause of Loss provided SPECIAL PROPERTY COVERAGE FORM Page 8 of 25 Form SS 00 07 07 05 remediation of property due to contamination by “pollutants and contaminants” or due to the presence, growth, proliferation, spread of any activity of “fungi”, wet or dry rot, bacteria or virus; or (b) The costs associated with the enforcement of any ordinance or law which requires any insured or others to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of “pollutants or contaminants”, “fungi”, wet or dry rot, bacteria or virus. (c) Loss caused by, resulting from, contributed to or aggravated by earthquake or volcanic eruption. (d) Loss due to an ordinance or law that: (i) You were required to comply with before the loss even if the building was undamaged; and (ii) You failed to comply with. (3) Additional Limitations – Loss to Undamaged Portion of Building Subject to the limit stated in Paragraph A.5.j.(1)(a), the insurance provided under this Additional Coverage for loss in value to the undamaged portion of the building is limited as follows: (a) If Replacement Cost applies and the property is repaired or replaced on the same or another premises, we will not pay more for physical loss of or physical damage to designated Building property, including loss caused by enforcement of an ordinance or law, than: (i) The amount you actually spend to repair, rebuild or reconstruct the Building, but not for more than the amount it would cost to restore the Building on the same premises; and (ii) The amount it would cost to restore the undamaged portion to the same height, floor area, style and comparable quality of the original property insured. (b) If the Building(s) Full Value Endorsement applies and the property is repaired or replaced on the same or another premises, we will not pay more for physical loss of or physical damage to designated SPECIAL PROPERTY COVERAGE FORM Form SS 00 07 07 05 Page 9 of 25 (i) Until the property is actually repaired or replaced, at the same or another premises; and (ii) Unless the repairs or replacements are made as soon as reasonably possible after the physical loss or physical damage, not to exceed two years. We may extend this period in writing during the two years. (b) If the Building is repaired or replaced at the same premises, or if you elect to rebuild at another premises, the most we will pay is the lesser of: (i) The increased cost of construction at the same premises; or (ii) The applicable Increased Cost of Construction Limit of Insurance stated in Paragraph A.5.j.(1)(c). (c) If the ordinance or law requires relocation to another premises, the most we will pay is the lesser of: (i) The Increased Cost of Construction at the new premises; or (ii) The applicable Increased Cost of Construction Limit of Insurance stated in Paragraph A.5.j.(1)(c). k. “Pollutants and Contaminants” Clean Up and Removal We will pay your expense to extract "pollutants and contaminants" from land or water at the "scheduled premises" if the discharge, dispersal, seepage, migration, release or escape of the “pollutants and contaminants” is caused by or results from a Covered Cause of Loss that occurs during the policy period. The expenses will be paid only if they are reported to us in writing within 180 days of the earlier of: (1) The date of direct physical loss or physical damage; or (2) The end of the policy period. The most we will pay in any one occurrence for each location under this Additional Coverage is $15,000 for the sum of all such expenses arising out of Covered Causes of Loss. l. Preservation of Property If it is necessary to move Covered Property from the "scheduled premises" to preserve it from direct physical loss or SPECIAL PROPERTY COVERAGE FORM Page 10 of 25 Form SS 00 07 07 05 (2) Is directly caused by freezing. o. Business Income (1) We will pay for the actual loss of Business Income you sustain due to the necessary suspension of your "operations" during the "period of restoration". The suspension must be caused by direct physical loss of or physical damage to property at the "scheduled premises", including personal property in the open (or in a vehicle) within 1,000 feet of the “scheduled premises”, caused by or resulting from a Covered Cause of Loss. (2) With respect to the requirements set forth in the preceding paragraph, if you occupy only part of the site at which the “scheduled premises” are located, your “scheduled premises” also means: (a) The portion of the building which you rent, lease or occupy; and (b) Any area within the building or on the site at which the “scheduled premises” are located, but only if that area services, or is used to gain access to, the “scheduled premises”. (3) We will only pay for loss of Business Income that occurs within 12 consecutive months after the date of direct physical loss or physical damage. This Additional Coverage is not subject to the Limits of Insurance. (4) Business Income means the: (a) Net Income (Net Profit or Loss before income taxes) that would have been earned or incurred if no direct physical loss or physical damage had occurred; and (b) Continuing normal operating expenses incurred, including payroll. (5) With respect to the coverage provided in this Additional Coverage, suspension means: (a) The partial slowdown or complete cessation of your business activities; or (b) That part or all of the “scheduled premises” is rendered untentantable as a result of a Covered Cause of Loss if coverage for Business Income applies to the policy. p. Extra Expense SPECIAL PROPERTY COVERAGE FORM Form SS 00 07 07 05 Page 11 of 25 (ii) To research, replace or restore the lost information on damaged "valuable papers and records"; to the extent it reduces the amount of loss that otherwise would have been payable under this Additional Coverage or Additional Coverage o., Business Income. We will only pay for Extra Expense that occurs within 12 consecutive months after the date of direct physical loss or physical damage. This Additional Coverage is not subject to the Limits of Insurance. (4) With respect to the coverage provided in this Additional Coverage, suspension means: (a) The partial slowdown or complete cessation of your business activities; or (b) That part or all of the “scheduled premises” is rendered untentantable as a result of a Covered Cause of Loss if coverage for Extra Expense applies to the policy. (5) Limitation This Extra Expense Coverage does not apply to: (a) Any deficiencies in insuring building or business personal property; or (b) Any expense related to any recall of products you manufacture, handle or distribute. q. Civil Authority (1) This insurance is extended to apply to the actual loss of Business Income you sustain when access to your "scheduled premises" is specifically prohibited by order of a civil authority as the direct result of a Covered Cause of Loss to property in the immediate area of your "scheduled premises". (2) The coverage for Business Income will begin 72 hours after the order of a civil authority and coverage will end at the earlier of: (a) When access is permitted to your "scheduled premises"; or (b) 30 consecutive days after the order of the civil authority. r. Extended Business Income (1) If the necessary suspension of your SPECIAL PROPERTY COVERAGE FORM Page 12 of 25 Form SS 00 07 07 05 (2) We will reduce the amount of your Business Income loss, other than Extra Expense, to the extent you can resume "operations", in whole or in part, by using any other available: (a) Source of materials; or (b) Outlet for your products. (3) If you do not resume "operations", or do not resume "operations" as quickly as possible, we will pay based on the length of time it would have taken to resume "operations" as quickly as possible. (4) Dependent Property means property owned, leased or operated by others whom you depend on to: (a) Deliver materials or services to you or to others for your account. But services do not include: (i) Water, communication, power services or any other utility services; or (ii) Any type of web site, or Internet service. (b) Accept your products or services; (c) Manufacture your products for delivery to your customers under contract for sale; or (d) Attract customers to your business premises. The dependent property must be located in the coverage territory of this policy. (5) The coverage period for Business Income under this Additional Coverage: (a) Begins 72 hours after the time of direct physical loss or physical damage caused by or resulting from a Covered Cause of Loss at the premises of the dependent property; and (b) Ends on the date when the property at the premises of the dependent property should be repaired, rebuilt or replaced with reasonable speed and similar quality. (6) The Business Income coverage period, as stated in Paragraph (5), does not include any increased period required due to the enforcement of any ordinance or law that: (a) Regulates the construction, use or repair, or requires the tearing down of any property; or (b) Requires any insured or others to test for, monitor, clean up, remove, contain, treat, detoxify, or neutralize, or in any way respond to, or assess SPECIAL PROPERTY COVERAGE FORM Form SS 00 07 07 05 Page 13 of 25 6. Coverage Extensions Except as otherwise provided, the following Extensions apply to property located in or on the building at the "scheduled premises" or in the open (or in a vehicle) within 1,000 feet of the "scheduled premises". All Coverage Extensions are subject to the terms, conditions and exclusions of this policy, except as otherwise provided. In addition to the Limits of Insurance, you may extend the insurance provided by this policy as follows: a. Accounts Receivable (1) You may extend the insurance that applies to your Business Personal Property, to apply to your accounts receivable. We will pay for: (a) All amounts due from your customers that you are unable to collect; (b) Interest charges on any loan required to offset amounts you are unable to collect pending our payment of these amounts; (c) Collection expenses in excess of your normal collection expenses that are made necessary by the physical loss or physical damage; and (d) Other reasonable expenses that you incur to reestablish your records of accounts receivable; that result from direct physical loss of or physical damage to your records of accounts receivable. (2) Paragraph A.3., Covered Causes of Loss, and Section B., Exclusions, do not apply to this Additional Coverage except for: (a) Paragraph B.1.b., Governmental Action; (b) Paragraph B.1.c., Nuclear Hazard; and (c) Paragraph B.1.e., War and Military Action. (3) Additional Exclusions (a) Dishonest acts by you, anyone else with an interest in the records of accounts receivable, or your or their employees or authorized representatives, or anyone entrusted with the records of accounts receivable, whether or not acting alone or in collusion with other persons or occurring during the hours of employment. This exclusion does not apply to a SPECIAL PROPERTY COVERAGE FORM Page 14 of 25 Form SS 00 07 07 05 (2) In the event of a covered “theft” loss, we will reimburse you for rewards you pay for information leading to convictions for the “theft” loss. The most we will pay to reimburse you in any one occurrence for arson or “theft” rewards is $10,000. This is additional insurance. The deductible does not apply to these reimbursements. c. Data and Software We will pay up to $10,000 in any one occurrence to cover your costs to research, replace or restore "data" or "software" which exists or existed on electronic or magnetic "media" that is lost or damaged as a result of direct physical loss or physical damage to "computer equipment" at the "scheduled premises". d. Garages, Storage Buildings and Other Appurtenant Structures (1) You may extend the insurance that applies to Building to apply to garages, storage buildings and other appurtenant structures, except outdoor fixtures, at the "scheduled premises". The most we will pay in any one occurrence for direct physical loss or physical damage under this Extension is $50,000 at each "scheduled premises". (2) You may extend the insurance that applies to Business Personal Property in garages, storage buildings and other appurtenant structures at the "scheduled premises". The most we will pay in any one occurrence for direct physical loss or physical damage under this Extension is $5,000 at each "scheduled premises". e. Newly Acquired or Constructed Property (1) You may extend the insurance that applies to Building to apply to: (a) Your new buildings while being built on the "scheduled premises"; and (b) Buildings you acquire at locations other than the "scheduled premises", intended for: (i) Similar use as the Building described in the Declarations; or (ii) Use as a warehouse. The most we will pay in any one occurrence for loss or damage under this Extension is 25% of the Limit of Insurance for Building shown in the Declarations, but not more than $500,000 at each premises. SPECIAL PROPERTY COVERAGE FORM Form SS 00 07 07 05 Page 15 of 25 (5) Insurance under this Extension for each newly acquired or constructed property will end when any of the following first occurs: (a) This policy expires; (b) 180 days after you acquire or begin to construct the property, or (c) You report values to us. We will charge you additional premium for values reported from the day construction begins or you acquire the property. f. Outdoor Property You may extend the insurance provided by this policy to apply to your outdoor: (1) Fences, signs (other than signs attached to buildings), trees, shrubs and plants caused by or resulting from any of the following causes of loss: (a) Fire; (b) Lightning; (c) Explosion; (d) Riot or Civil Commotion; and (e) Aircraft. The most we will pay in any one occurrence for direct physical loss or physical damage, including debris removal expense, under this Extension is $10,000 but not more than $1,000 for any one tree, shrub or plant. (2) Radio and television antennas (including satellite dishes) caused by or resulting from any of the following causes of loss: (a) Fire; (b) Lightning; (c) Windstorm; (d) Ice, Snow, Sleet or Hail; (e) Explosion; (f) Riot or Civil Commotion; and (g) Aircraft. The most we will pay in any one occurrence for direct physical loss or physical damage, including debris removal expense, under this Extension is $2,000. g. Personal Effects You may extend the insurance that applies to Business Personal Property to apply to personal effects owned by you, your officers, your partners, “managers”, “members”, or your employees. The most we will pay in any one occurrence for physical loss or physical damage under this Extension is $10,000 at each "scheduled premises". h. Property Off-Premises (1) You may extend the insurance that SPECIAL PROPERTY COVERAGE FORM Page 16 of 25 Form SS 00 07 07 05 The most we will pay in any one occurrence under this Extension is $25,000 at each "scheduled premises". For "valuable papers and records" not at the "scheduled premises", including while in transit, the most we will pay in any one occurrence is $25,000. B. EXCLUSIONS 1. We will not pay for loss or damage caused directly or indirectly by any of the following. Such loss or damage is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the loss. a. Earth Movement (1) Earthquake, meaning a shaking or trembling of the earth’s crust, caused by underground tectonic forces resulting in breaking, shifting, rising, settling, sinking or lateral movement; (2) Landslide, including any earth sinking, rising or shifting related to such event; (3) Mine subsidence, meaning subsidence of a man-made mine, whether or not mining activity has ceased; (4) Earth sinking (other than sinkhole collapse), rising or shifting including soil conditions which cause settling, cracking or other disarrangement of foundations or other parts of realty. Soil conditions include contraction, expansion, freezing, thawing, erosion, improperly compacted soil, and the action of water under the ground surface; But if Earth Movement, as described in Paragraphs (1) through (4) above, results in fire or explosion, we will pay for the physical loss or physical damage caused by that fire or explosion. (5) Volcanic eruption, meaning the eruption, explosion or effusion of a volcano. But if physical loss or physical damage by fire or volcanic action results, we will pay for that resulting physical damage. Volcanic action means direct physical loss or physical damage resulting from the eruption of a volcano when the physical loss or physical damage is caused by: (a) Airborne volcanic blast or airborne shock waves; (b) Ash, dust, or particulate matter; or (c) Lava flow. (d) All volcanic eruptions that occur within any 168-hour period will constitute a single occurrence. Volcanic action does not include the cost to remove ash, dust, or particulate SPECIAL PROPERTY COVERAGE FORM Form SS 00 07 07 05 Page 17 of 25 (2) Mudslide or mud flow; (3) Water that backs up from a sewer or drain; or (4) Water under the ground surface pressing on, or flowing or seeping through: (a) Foundations, walls, floors or paved surfaces; (b) Basements, whether paved or not; or (c) Doors, windows or other openings. But if loss or damage by fire, explosion or sprinkler leakage results, we will pay for that resulting physical loss or physical damage. (5) Water damage caused by or resulting from earthquake or volcanic eruption: (a) Earthquake means a shaking or trembling of the earth’s crust, caused by underground tectonic forces resulting in breaking, shifting, rising, settling, sinking or lateral movement or other movement; (b) Volcanic eruption means the eruption, explosion or effusion of a volcano. g. Neglect Neglect of an insured to use all reasonable means to save and preserve property from further damage at and after the time of loss. 2. We will not pay for physical loss or physical damage caused by or resulting from: a. Consequential Losses: Delay, loss of use or loss of market. b Smoke, Vapor, Gas: Smoke, vapor or gas from agricultural smudging or industrial operations. c. Miscellaneous Types of Loss: (1) Wear and tear; (2) Rust, corrosion, fungus, decay, deterioration, hidden or latent defect or any quality in property that causes it to damage or destroy itself; (3) Smog; (4) Settling, cracking, shrinking or expansion; (5) Nesting or infestation, or discharge or release of waste products or secretions, by insects, birds, rodents, mold, spore or other animals; (6) The following causes of loss to personal property: (a) Dampness or dryness of atmosphere; (b) Changes in or extremes of temperature; or (c) Marring or scratching. But if physical loss or physical damage by SPECIAL PROPERTY COVERAGE FORM Page 18 of 25 Form SS 00 07 07 05 contaminants" unless the discharge, dispersal, seepage, migration, release or escape is itself caused by any of the "specified causes of loss." But if physical loss or physical damage by the "specified causes of loss" results, we will pay for the resulting physical loss or physical damage caused by the "specified cause of loss." 3. We will not pay for loss or damage caused by or resulting from any of the following. But if physical loss or physical damage by a Covered Cause of Loss results, we will pay for that resulting physical loss or physical damage. a. Weather conditions: Weather conditions. This exclusion only applies if weather conditions contribute in any way with a cause or event excluded in paragraph 1. above to produce the physical loss or physical damage. b. Acts or Decisions: Acts or decisions, including the failure to act or decide, of any person, group, organization or governmental body. c. Negligent Work: Faulty, inadequate or defective: (1) Planning, zoning, development, surveying, siting; (2) Design, specifications, workmanship, repair, construction, renovation, remodeling, grading, compaction; (3) Materials used in repair, construction, renovation or remodeling; or (4) Maintenance of part or all of any property on or off the "scheduled premises". 4. Business Income and Extra Expense Exclusions. We will not pay for: a. Any Extra Expense, or increase of Business Income loss, caused by or resulting from: (1) Delay in rebuilding, repairing or replacing the property or resuming "operations", due to interference at the location of the rebuilding, repair or replacement by strikers or other persons; or (2) Suspension, lapse or cancellation of any license, lease or contract. But if the suspension, lapse or cancellation is directly caused by the suspension of "operations’, we will cover such loss that affects your Business Income during the "period of restoration". b. Any other consequential loss. 5. Equipment Breakdown Exclusion We will not pay for physical loss or physical damage caused by or resulting from any of the following tests: (a) A hydrostatic, pneumatic or gas pressure test of any boiler or pressure vessel; or (b) An insulation breakdown test of any type of SPECIAL PROPERTY COVERAGE FORM Form SS 00 07 07 05 Page 19 of 25 inception date, policy anniversary date, or the date of any other policy change amending the Buildings limit, times (2) The percentage of annual increase shown above, expressed as a decimal (.08); times (3) The number of days since the beginning of the current policy year or the effective date of the most recent policy change amending the Limit of Insurance for Buildings, divided by 365. Example: The applicable Limit of Insurance for Buildings is $100,000. The annual percentage increase is 8%. The number of days since the beginning of the policy period (or last policy change) is 146. The amount of increase is: $100,000 X .08 X 146 divided by 365 = $3,200 6. Business Personal Property Limit - Seasonal Increase a. The Limit of Insurance for Business Personal Property will automatically increase by 25% to provide for seasonal variations. b. This increase will apply only if all Limits of Insurance shown in the Declarations for Business Personal Property at the “scheduled premises” is at least 100% of your average monthly values during the lesser of: (1) The 12 months immediately preceding the date the physical loss or physical damage occurs; or (2) The period of time you have been in business as of the date the physical loss or physical damage occurs. D. DEDUCTIBLES 1. We will not pay for physical loss or physical damage in any one occurrence until the amount of physical loss or physical damage exceeds the Deductible shown in the Declarations. We will then pay the amount of loss or damage in excess of the Deductible up to the applicable Limit of Insurance. 2. Except as otherwise listed, the deductible applicable to Additional Coverages and Coverage Extensions is the Special Property Coverage Form is $250. 3. A $250 deductible applies to the following Glass Coverages, unless Glass Coverage is provided under a separate coverage form: a. Building Glass b. Glass Expense c. Tenant Glass 4. Unless a separate deductible is shown in the Declarations, the deductible applicable to the following Additional Coverages or Coverage SPECIAL PROPERTY COVERAGE FORM Page 20 of 25 Form SS 00 07 07 05 2. Appraisal If we and you disagree on the amount of loss, either may make written demand for an appraisal of the loss. In that event, each party will select a competent and impartial appraiser. The two appraisers will select an umpire. If they cannot agree, either may request that selection be made by a judge of a court having jurisdiction. The appraisers will state separately the amount of loss. If they fail to agree, they will submit their differences to the umpire. A decision agreed to by any two will be binding. Each party will: a. Pay its chosen appraiser; and b. Bear the other expenses of the appraisal and umpire equally. If there is an appraisal, we will still retain our right to deny the claim. 3. Duties In The Event Of Loss Or Damage You must see that the following are done in the event of loss of or damage to Covered Property: a. Notify the police if a law may have been broken. b. Give us prompt notice of the physical loss or physical damage. Include a description of the property involved. c. As soon as possible, give us description of how, when and where the physical loss or physical damage occurred. d. Take all reseasonable steps to protect the Covered Property from further damage by a Covered Cause of Loss. If feasible, set the damaged property aside in the best possible order for examination. Also, keep a record of your expenses for emergency and temporary repairs, for consideration in the settlement of the claim. This will not increase the Limits of Insurance. e. At our request, give us complete inventories of the damaged and undamaged property. Include quantities, costs, values and amount of loss claimed. f. Permit us to inspect the property and records proving the loss or damage. Also permit us to take samples of damaged property for inspection, testing and analysis. g. If requested, permit us to question you under oath at such times as may be reasonably required about any matter relating to this insurance or your claim, including your books and records. In such event, your answers must be signed. h. Send us a signed, sworn statement of loss containing the information we request to investigate the claim. You must do this within 60 days after our request. We will supply you with the necessary forms. i. Cooperate with us in the investigation or SPECIAL PROPERTY COVERAGE FORM Form SS 00 07 07 05 Page 21 of 25 replacement cost basis if you notify us of your intent to do so within 180 days after the physical loss or physical damage. (b) We will not pay on a replacement cost basis for any physical loss or physical damage: (i) Until the physically lost or physically damaged property is actually repaired or replaced; and (ii) Unless the repairs or replacement are made as soon as reasonably possible after the physical loss or physical damage. However, if the cost to repair or replace the damaged property is $2,500 or less, we will settle the loss according to the provisions of Paragraphs d.(1)(a) and d.(1)(b) above whether or not the actual repair or replacement is complete. (c) We will not pay more for physical loss or physical damage on a replacement cost basis than the least of: (i) The cost to replace, on the same premises, the physically lost or physically damaged property with other property of comparable material and quality and which is used for the same purpose; or (ii) The amount you actually spend that is necessary to repair or replace the physically lost or physically damaged property. (2) If the Actual Cash Value - Buildings option applies, as shown in the Declarations, paragraph (1) above does not apply to Buildings. Instead, we will determine the value of Buildings at actual cash value. (3) The following property at actual cash value: (a) Manuscripts; (b) Works of art, antiques or rare articles, including etchings, pictures, statuary, objects of marble, bronzes, porcelains and bric-a-brac. (c) Household contents, except personal property in apartments or rooms furnished by you as landlord. (4) Glass at the cost of replacement with safety glazing material if required by law. SPECIAL PROPERTY COVERAGE FORM Page 22 of 25 Form SS 00 07 07 05 (c) Rectified products; or (d) Beer. (9) Applicable to Accounts Receivable: (a) If you can not accurately establish the amount of the accounts receivable outstanding as of the time of physical loss or physical damage the following method will be used: (i) Determine the total of the average monthly value of accounts receivable for 12 months immediately preceding the month in which the direct physical loss or physical damage occurred; and (ii) Adjust the total determined in paragraph (i) above for any normal fluctuations in the value of accounts receivable for the month in which the direct physical loss or physical damage occurred for any demonstrated variance from the average of that month. (b) The following will be deducted from the total value of accounts receivable, however that value is established: (i) The value of the accounts for which there is no physical loss or physical damage; (ii) The value of the accounts that you are able to re-establish or collect; (ii) A value to allow for probable bad debts that you are normally unable to collect; and (iv) All unearned interest and services charged. e. Our payment for physical loss of or physical damage to personal property of others will only be for the account of the owners of the property. We may adjust losses with the owners of physically lost or physically damaged property if other than you. If we pay the owners, such payment will satisfy your claims against us for the owners' property. We will not pay the owners more than their financial interest in the Covered Property. f. We may elect to defend you against suits arising from claims of owners of property. We will do this at our expense. g. We will pay for covered physical loss or physical damage within 30 days after we receive the sworn statement of loss, if: (1) You have complied with all of the SPECIAL PROPERTY COVERAGE FORM Form SS 00 07 07 05 Page 23 of 25 (a) and (b) below: (a) When this policy is issued to a tenant, and with respect to that tenant’s interest in Covered Property, building means the unit or suite rented or leased to the tenant. Such building is vacant when it does not contain enough business personal property to conduct customary operations. (b) When this policy is issued to the owner or general lessee of a building, building means the entire building. Such building is vacant unless at least 31% of its total square footage is: (i) Rented to a lessee or sub- lessee and used by the lessee or sub-lessee to conduct its customary operations; and/or (ii) Used by the building owner to conduct customary operations. (2) Buildings under construction or renovation are not considered vacant. b. Vacancy Provisions If the building where physical loss or physical damage occurs has been vacant for more than 60 consecutive days before that physical loss or physical damage occurs: (1) We will not pay for any physical loss or physical damage caused by any of the following even if they are Covered Causes of Loss: (a) Vandalism; (b) Sprinkler leakage, unless you had protected the system against freezing; (c) Building glass breakage; (d) Water damage; (e) Theft; or (f) Attempted theft. (2) With respect to Covered Causes of Loss other than those listed in b.(1)(a) through b.(1)(f) above, we will reduce the amount we would otherwise pay for the physical loss or physical damage by 15%. F. PROPERTY GENERAL CONDITIONS 1. Control of Property Any act or neglect of any person other than you beyond your direction or control will not affect this insurance. The breach of any condition of this Coverage Form at one or more locations will not affect coverage at any location where, at the time of physical loss or physical damage, the breach of condition does not exist. SPECIAL PROPERTY COVERAGE FORM Page 24 of 25 Form SS 00 07 07 05 f. If we cancel this policy, we will give written notice to the mortgage holder at least: (1) 10 days before the effective date of cancellation if we cancel for your non payment of premium; or (2) 30 days before the effective date of cancellation if we cancel for any other reason. g. If we elect not to renew this policy, we will give written notice to the mortgage holder at least 10 days before the expiration date of this policy. 3. No Benefit to Bailee No person or organization, other than you, having custody of Covered Property will benefit from this insurance. 4. Policy Period, Coverage Territory Under this form: a. We cover physical loss or physical damage commencing: (1) During the policy period shown in the Declarations; and (2) Within the coverage territory or, with respect to property in transit, while it is between points in the coverage territory. But we do not cover physical loss or physical damage that is also covered by a preceding policy. b. The coverage territory is: (1) The United States of America (including its territories and possessions); (2) Puerto Rico; and (3) Canada. 5. Additional Conditions The following conditions apply to paragraph A.5.u., Forgery Additional Coverage: a. We will treat mechanically reproduced facsimile signatures the same as handwritten signatures. b. You must include with your proof of loss any instrument involved in that loss, or, if that is not possible, an affidavit setting forth the amount and cause of loss. c. The Coverage Territory is revised to cover loss you sustain anywhere in the world. G. PROPERTY DEFINITIONS 1. "Computer" means a programmable electronic device that can store, retrieve and process "data". 2. "Computer Equipment" means "computers", "peripheral devices", "media", and manuals that are purchased to be used in conjunction with hardware and "software". 3. "Counterfeit" means an imitation of an actual valid original which is intended to deceive and to be taken as the original. 4. "Data" means information or facts stored in a SPECIAL PROPERTY COVERAGE FORM Form SS 00 07 07 05 Page 25 of 25 "Period of Restoration" does not include any increased period required due to enforcement of any law that: a. Regulates the construction, use or repair, or required the tearing down of any property; or b. Regulates the prevention, control, repair, clean up or restoration of environmental damage. The expiration date of this policy will not cut short the "period of restoration". 13. "Peripheral Device" means any physical unit used to operate the "computer’ that cannot be used for purposes other than as part of the computer’s system, such as tape or disk drives, printers, or modems. 14. "Perishable Stock" means personal property: a. Maintained under controlled conditions for its preservation; and b. Susceptible to physical loss or physical damage if the controlled conditions change. 15. "Pollutants and Contaminants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, or any other material which causes or threatens to cause physical loss, physical damage, impurity to property, unwholesomeness, undesirability, loss of marketability, loss of use of property, or which threatens human health or welfare. Waste includes materials to be recycled, reconditioned or reclaimed. 16. "Scheduled Premises" means any premises listed by location address in the Scheduled Premises section of the Declarations. 17. "Securities" means negotiable and nonnegotiable instruments or contracts representing either "money" or other property and includes: a. Tokens, tickets except Lottery Tickets, revenue and other non-postage stamps whether or not in current use; and b. Evidences of debt issued in connection with credit or charge cards, which are not of your own issue; but does not include "money." 18. "Software" means instructions or programs that are stored on "media" and which instruct the hardware as to how to process "data". 19. "Specified Cause of Loss" means the following: Fire; lightning; explosion, windstorm or hail; smoke; aircraft or vehicles; riot or civil commotion; vandalism; leakage from fire extinguishing equipment; sinkhole collapse; volcanic action; falling objects; weight of snow, ice or sleet; water damage. a. Sinkhole collapse means the sudden Form SS 00 08 04 05 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Form SS 00 08 04 05 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. – Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" BUSINESS LIABILITY COVERAGE FORM Page 2 of 24 Form SS 00 08 04 05 (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 3 of 24 b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred BUSINESS LIABILITY COVERAGE FORM Page 4 of 24 Form SS 00 08 04 05 (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i) Liability to such party for, or for the cost of, that party’s defense has also been assumed in the same "insured contract", and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer’s Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured’s business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 5 of 24 (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or BUSINESS LIABILITY COVERAGE FORM Page 6 of 24 Form SS 00 08 04 05 g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out 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". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. i. War BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 7 of 24 (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. - Limits Of Insurance. BUSINESS LIABILITY COVERAGE FORM Page 8 of 24 Form SS 00 08 04 05 o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another’s "advertising idea" in your "advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (c) Title of any literary or artistic work; (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 9 of 24 (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment-Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, BUSINESS LIABILITY COVERAGE FORM Page 10 of 24 Form SS 00 08 04 05 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products-Completed Operations Hazard Included with the "products-completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 11 of 24 (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or BUSINESS LIABILITY COVERAGE FORM Page 12 of 24 Form SS 00 08 04 05 contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. – Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 13 of 24 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but BUSINESS LIABILITY COVERAGE FORM Page 14 of 24 Form SS 00 08 04 05 (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. – Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. – Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 15 of 24 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; BUSINESS LIABILITY COVERAGE FORM Page 16 of 24 Form SS 00 08 04 05 This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 17 of 24 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: BUSINESS LIABILITY COVERAGE FORM Page 18 of 24 Form SS 00 08 04 05 F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 19 of 24 Insured – State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product-completed operations" hazard. 7. Additional Insured – Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to BUSINESS LIABILITY COVERAGE FORM Page 20 of 24 Form SS 00 08 04 05 This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured – Owners, Lessees Or Contractors – Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured – Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured – Co-Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured – Co- Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. – Limits Of Insurance. How this insurance applies when other insurance BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 21 of 24 a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; BUSINESS LIABILITY COVERAGE FORM Page 22 of 24 Form SS 00 08 04 05 (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 23 of 24 c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person’s or organization’s "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products-completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your BUSINESS LIABILITY COVERAGE FORM Page 24 of 24 Form SS 00 08 04 05 b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 00 60 09 15 Page 1 of 2 BUSINESS LIABILITY COVERAGE FORM AMENDATORY ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A. Sub-subparagraphs 1.p. (7), (8), (15) of Paragraph 2., of Section B. Exclusions are deleted and replaced with the following: p. Personal and Advertising Injury: (7) (a) Arising out of any actual or alleged infringement or violation of any intellectual property right, such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity; or (b) Any injury or damage alleged in any claim or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of: (a) Copyright; (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. of the definition of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. (15) Arising out of any access to or disclosure of any person's or organization's confidential or personal information, Page 2 of 2 Form SS 00 60 09 15 (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment-related practices" are directed. This exclusion applies: (a) Whether the injury-causing event described in the definition of "employment-related practices" occurs before employment, during employment or after employment of that person; (b) Whether the insured may be liable as an employer or in any other capacity; and (c) To any obligation to share damages with or repay someone else who must pay damages because of the injury. C. Subparagraph 1.q. "Electronic Data" of Section B. Exclusions is deleted and replaced with the following: q. Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability (1) Damages, other than damages because of "personal and advertising injury", arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of electronic data, means a set of related electronic instructions which direct the operations THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 00 61 09 15 Page 1 of 2 © 2015, The Hartford SPECIAL PROPERTY COVERAGE AMENDATORY ENDORSEMENT This endorsement modifies insurance provided under the following: SPECIAL PROPERTY COVERAGE FORM I. The following provisions modify the Special Property Coverage Form. A. Property Definitions "Data" G.4. is deleted and replaced with the following. 4. "Electronic data" means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of electronic data, means a set of related electronic instructions which direct the operations and functions of a "computer" or device connected to it, which enable the "computer" or device to receive, process, store, retrieve or send data. B. Exclusions 1. Earth Movement B.1.a is amended to add the following: This Exclusion applies regardless of whether any of the following is caused by weather, an act of nature, by an artificial, man-made or other cause. 2. The following is added to Exclusions B.1: h. Electronic Vandalism or Corruption of "Electronic Data" or Corruption of "Computer Equipment" This exclusion does not apply if SS 14 29 Electronic Vandalism or SS 40 08 Electronic Vandalism has been made part of this policy. Electronic Vandalism or Corruption of "Electronic Data" or Corruption of "Computer Equipment" which means: (1) A virus, malicious code or similar instruction introduced into or enacted on a computer system (including "electronic data") or a network to which it is connected, designed to damage or destroy any part of the system or disrupt its normal operation. (2) Unauthorized viewing, copying or use of electronic data (or any proprietary or confidential information or intellectual property Page 2 of 2 Form SS 00 61 09 15 (6) Interruption in normal computer function or network service or function due to insufficient capacity to process transactions or to an overload of activity on the system or network; (7) Unexplained or indeterminable failure, malfunction or slowdown of a computer system, including "electronic data" and the inability to access or properly manipulate the "electronic data"; (8) Complete or substantial failure, disablement or shutdown of the Internet, regardless of the cause; (9) The inability of a computer system to correctly recognize, process, distinguish, interpret or accept one or more dates or times. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 00 64 09 16 Page 1 of 1 © 2016, The Hartford BUSINESS LIABILITY COVERAGE FORM AMENDATORY ENDORSEMENT- SUPPLEMENTARY PAYMENTS This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A. Sub-subparagraph 3.a.(5) of Paragraph 3., Section A. Coverages is deleted and replaced with the following: 3. Coverage Extension - Supplementary Payments: a. (5) All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 01 33 11 13 Page 1 of 2 © 2013, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) COLORADO CHANGES This endorsement modifies insurance provided under the following: COMMON POLICY CONDITIONS BUSINESS LIABILITY COVERAGE FORM A. The following changes apply to the Common Policy Conditions Form. 1. Cancellation Paragraph A.2. Cancellation is deleted and replaced by the following: 2. If this policy has been in effect for less than 60 days, we may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a) 10 days before the effective date of cancellation if we cancel for nonpayment of premium; or b) 30 days before the effective date of cancellation if we cancel for any other reason. 2. The following is added to Paragraph A. Cancellation: 8. Cancellation of Policies in Effect for 60 Days or More a. If this policy has been in effect for 60 days or more, or is a renewal of a policy we issued, we may cancel this policy by mailing through first-class mail to the first Named Insured written notice of cancellation: (1) Including the actual reason, at least 10 days before the effective date of cancellation, if we cancel for nonpayment of premium; or (2) At least 45 days before the effective date of cancellation if we cancel for any other reason. b. We may only cancel this policy based on one or more of the following reasons: (1) Nonpayment of premium; (2) A false statement knowingly made by the insured on the application for insurance; or (3) A substantial change in the exposure or risk other than that indicated in the application and underwritten as of the effective date of the policy unless the first Named Insured has notified us of the change and we accept such change. 3. Paragraph C., Concealment, Misrepresentation Or Fraud is replaced by the following: Page 2 of 2 Form SS 01 33 11 13 5. The following Condition is added: Increase In Premium Or Decrease In Coverage We will not increase the premium unilaterally or decrease the coverage benefits on renewal of this policy unless we mail through first-class mail written notice of our intention, including the actual reason, to the first Named Insured's last mailing address known to us, at least 45 days before the effective date. Any decrease in coverage during the policy term must be based on one or more of the following reasons; 1. Nonpayment of premium; 2. A false statement knowingly made by the insured on the application for insurance; or 3. A substantial change in the exposure or risk other than that indicated in the application and underwritten as of the effective date of the policy unless the first Named Insured has notified us of the change and we accept such change. If notice is mailed, proof of mailing will be sufficient proof of notice. B. The following changes apply to the Business Liability Coverage Form. 1. The term "spouse" is replaced by the following: Spouse or party to a civil union recognized under Colorado law. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF 34 SBA IK3841 10/27/17 10/27/18 POLICY NUMBER: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 42 06 03 17 Page 1 of 2 Process Date: Policy Expiration Date: UNMANNED AIRCRAFT - LIABILITY ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM SCHEDULE Option 1: If an "X" is shown in this box, Bodily Injury and Property Damage coverage for Unmanned Aircraft applies and the Unmanned Aircraft Exclusion in Paragraph A.1.g.(1) of this endorsement does not apply. Option 2: If an "X" is shown in this box, Personal And Advertising Injury coverage for Unmanned Aircraft applies and the Unmanned Aircraft - Personal And Advertising Injury Exclusion in Paragraph A.2. of this endorsement does not apply. Except as otherwise stated in this endorsement or the schedule above, the terms and conditions of the policy apply to the insurance stated below. A. The following changes are made to Section B.1., EXCLUSIONS: 1. Paragraph g., Aircraft, Auto or Watercraft, is deleted and replaced with the following: g. Aircraft, Auto or Watercraft (1) Unmanned Aircraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This Paragraph g.(1) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". (2) Aircraft (Other Than Unmanned Aircraft), Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This Paragraph g.(2) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft), Page 2 of 2 Form SS 42 06 03 17 (e) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Section G Liability and Medical Expenses Definitions, Paragraph 15 f. (2) or f. (3) of the definition of "mobile equipment"; or (f) An aircraft (other than unmanned aircraft) that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. 2. The following is added to Section B. EXCLUSIONS Paragraph p., Personal and Advertising Injury: Unmanned Aircraft - Personal and Advertising Injury Arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the offense which caused the "personal and advertising injury" involved the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". However, this exclusion does not apply if the only allegation in the claim or "suit" involves an intellectual property right which is limited to: (a) Infringement, in your "advertisement", of: (i) Copyright; (ii) Slogan; or (iii) Title of any literary or artistic work; or (b) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". B. The following changes apply to Section G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS: 1. The following definition is added: "Unmanned aircraft" means an aircraft that is not: a. Designed; b. Manufactured; or THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 40 26 03 17 Page 1 of 1 © 2017, The Hartford CYBERFLEX COVERAGE This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM This endorsement modifies coverage under the Business Liability Coverage Form for your web site or internet related activities. A. Exclusion 1.p. "Personal and Advertising Injury" (Section B. - EXCLUSIONS) is modified as follows: 1. Paragraphs (4), (5) and (7) are deleted and replaced by the following: (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement" or on "your web site"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement" or on "your web site"; (7) (a) Arising out of any actual or alleged infringement or violation of any intellectual property rights, such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity; or (b) Any injury or damage alleged in any claim or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made against you or any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement in your "advertisement", of: (a) Copyright; (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". 2. Paragraph (9) does not apply. 3. Subparagraphs (a), (b) and (c) of Paragraph (12) do not apply. B. Section G. - LIABILITY AND MEDICAL EXPENSES DEFINITIONS is amended as follows: 1. Paragraph b. of definition 1. "advertisement" is deleted and replaced by: "Advertisement" means the widespread public THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 40 93 07 05 Page 1 of 3 © 2005, The Hartford LIMITED FUNGI, BACTERIA OR VIRUS COVERAGE This endorsement modifies insurance provided under the following: SPECIAL PROPERTY COVERAGE FORM STANDARD PROPERTY COVERAGE FORM PERSONAL PROPERTY OF OTHERS COMPUTERS AND MEDIA COVERAGE A. Fungi, Bacteria or Virus Exclusions 1. Paragraph A.5.i.(5). of the Increased Cost of Construction Additional Coverage of the Standard Property Coverage Form is replaced by the following: (5) Under this Additional Coverage, we will not pay for: (a) The enforcement of any ordinance or law which requires demolition, repair, replacement, reconstruction, remodeling, or remediation of property due to contamination by "pollutants" or due to the presence, growth, proliferation, spread or any activity of "fungi", wet or dry rot, bacteria or virus; or (b) Any costs associated with the enforcement of an ordinance or law which requires any insured or others to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to or assess the effects of "pollutants", "fungi", wet or dry rot, bacteria or virus. 2. The following exclusion is added to Paragraph B.1. Exclusions of the Standard Property Coverage Form and the Special Property Coverage Form; Paragraph F., Additional Exclusions of Computers and Media, form SS 04 41, and to form SS 04 45, Personal Property of Others: i. "Fungi", Wet Rot, Dry Rot, Bacteria And Virus We will not pay for loss or damage caused directly or indirectly by any of the following. Such loss or damage is excluded regardless of any other cause or event that contributes concurrently or in any sequence to the loss: (1) Presence, growth, proliferation, spread or any activity of "fungi", wet rot, dry rot, bacteria or virus. (2) But if "fungi", wet rot, dry rot, bacteria or virus results in a "specified cause of loss" to Covered Property, we will pay for the loss or damage caused by that "specified cause of loss". This exclusion does not apply: (1) When "fungi", wet or dry rot, bacteria or virus results from fire or lightning; or Page 2 of 3 Form SS 40 93 07 05 1. Limited Coverage For "Fungi", Wet Rot, Dry Rot, Bacteria and Virus a. The coverage described in 1.b. below only applies when the "fungi", wet or dry rot, bacteria or virus is the result of one or more of the following causes that occurs during the policy period and only if all reasonable means were used to save and preserve the property from further damage at the time of and after that occurrence. (1) A "specified cause of loss" other than fire or lightning; (2) Equipment Breakdown Accident occurs to Equipment Breakdown Property, if Equipment Breakdown applies to the affected premises. b. We will pay for loss or damage by "fungi", wet rot, dry rot, bacteria and virus. As used in this Limited Coverage, the term loss or damage means: (1) Direct physical loss or direct physical damage to Covered Property caused by "fungi", wet rot, dry rot, bacteria or virus, including the cost of removal of the "fungi", wet rot, dry rot, bacteria or virus; (2) The cost to tear out and replace any part of the building or other property as needed to gain access to the "fungi", wet rot, dry rot, bacteria or virus; and (3) The cost of testing performed after removal, repair, replacement or restoration of the damaged property is completed, provided there is a reason to believe that "fungi", wet rot, dry rot, bacteria or virus are present. c. Unless a higher Limit of Insurance is shown in the Declarations for Limited "Fungi", Bacteria or Virus Coverage, the coverage described under this Limited Coverage is no more than the Limit of Insurance stated in the Declarations for Building and Business Personal Property, but not greater than $50,000. If form SS 04 41, Computers and Media, and form SS 04 45, Personal Property of Others, are made a part of this policy, then the Limits of Insurance for Computers and Media, and Personal Property of Others is included within this coverage limit. This coverage is made applicable to separate "scheduled premises" as described in the Declarations. Regardless of the number of claims, this limit is the most we will pay per "scheduled premises" for the total of all loss or damage arising out of all (1) occurrences of "specified causes of loss" (other than fire or lightning); and (2) Equipment Breakdown Accident that occurs to Equipment Breakdown Form SS 40 93 07 05 Page 3 of 3 property caused by "fungi", wet or dry rot, bacteria or virus, then our payment under the Time Element Coverage is limited to the amount of loss and expense sustained in a period of not more than 30 days unless another number of days is indicated in the Declarations. The days need not be consecutive. If a covered suspension of "operations" was caused by loss or damage other than "fungi", wet or dry rot, bacteria or virus, but remediation of "fungi", wet or dry rot, bacteria or virus prolongs the "period of restoration", we will pay for loss and expense sustained during the delay (regardless of when such a delay occurs during the "period of restoration"), but such coverage is limited to 30 days unless another number of days is indicated in the Declarations. The days need not be consecutive. C. Fungi Definition 1. "Fungi" means any type or form of fungus, including mold or mildew, and any mycotoxins, spores, scents or by-products produced or released by fungi. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 41 12 12 07 Page 1 of 4 © 2007, The Hartford IDENTITY RECOVERY COVERAGE FOR BUSINESSOWNERS AND EMPLOYEES IDENTITY THEFT CASE MANAGEMENT SERVICE AND EXPENSE REIMBURSEMENT This endorsement modifies insurance provided under the following: SPECIAL PROPERTY COVERAGE FORM A. The following is added to paragraph 5. Additional Coverages (Section A. – Coverage): IDENTITY RECOVERY COVERAGE We will provide the Case Management Service and Expense Reimbursement Coverage indicated below if all of the following requirements are met: 1. There has been an "identity theft" involving the personal identity of an "identity recovery insured" under this policy; and 2. Such "identity theft" is first discovered by the "identity recovery insured" during the policy period for which this Identity Recovery coverage is applicable; and 3. Such "identity theft" is reported to us as soon as practicable but in no event later than 60 days after it is first discovered by the "identity recovery insured." If all three of the requirements listed above have been met, then we will provide the following to the "identity recovery insured": 1. Case Management Service Services of an "identity recovery case manager" as needed to respond to the "identity theft"; and 2. Expense Reimbursement Reimbursement of necessary and reasonable "identity recovery expenses" incurred as a direct result of the "identity theft." This coverage is additional insurance. B. The following additional exclusions are added to Section B. – Exclusions and apply to this coverage: EXCLUSIONS We do not cover loss or expense arising from any of the following: 1. Theft of a professional or business identity. 2. Any fraudulent, dishonest or criminal act by an "identity recovery insured" or any person aiding or abetting an "identity recovery insured", or by any authorized representative of an "identity recovery insured", whether acting alone or in collusion with others. However, this exclusion shall not apply to the interests of an "insured" who has no knowledge of or involvement in such fraud, dishonesty or criminal act. 3. Loss other than "identity recovery expenses". 4. An "identity theft" that is first discovered by the "identity recovery insured" prior to or after the policy period for which this coverage applies. This exclusion applies whether or Page 2 of 4 Form SS 41 12 12 07 C. LIMITS OF INSURANCE 1. Case Management Service is available as needed for any one "identity theft" for up to 12 consecutive months from the inception of the service. Expenses we incur to provide Case Management Service do not reduce the amount of limit available for Expense Reimbursement coverage. 2. Expense Reimbursement coverage is subject to a limit of $15,000 annual aggregate per "identity recovery insured." Regardless of the number of claims, this limit is the most we will pay for the total of all loss or expense arising out of all "identity thefts" to any one "identity recovery insured" which are first discovered by the "identity recovery insured" during a 12- month period starting with the beginning of the present annual policy period. If an "identity theft" is first discovered in one policy period and continues into other policy periods, all loss and expense arising from such "identity theft" will be subject to the aggregate limit applicable to the policy period when the "identity theft" was first discovered. a. Legal costs as provided under paragraph d. of the definition of "identity recovery expenses" are part of, and not in addition to, the Expense Reimbursement coverage limit. b. Lost Wages and Child and Elder Care Expenses as provided under paragraphs e. and f. of the definition of "identity recovery are jointly subject to a sublimit of $250 per day, not to exceed $5,000 in total. This sublimit is part of, and not in addition to, the Expense Reimbursement coverage limit. Coverage is limited to lost wages and expenses incurred within 12 months after the first discovery of the "identity theft" by the "identity recovery insured". c. Mental Health Counseling as provided under paragraph g. of the definition of "identity recovery expenses" is subject to a sublimit of $1,000. This sublimit is part of, and not in addition to, the Expense Reimbursement coverage limit. Coverage is limited to counseling that takes place within 12 months after the first discovery of the "identity theft" by the "identity recovery insured". D. DEDUCTIBLE Case Management Service is not subject to a deductible. Expense Reimbursement coverage is subject to a deductible of $250. Any one "identity recovery insured" shall be responsible for only one deductible under this Identity Recovery Coverage during any one policy period. Form SS 41 12 12 07 Page 3 of 4 b. All services may not be available or applicable to all individuals. For example, "identity recovery insureds" who are minors or foreign nationals may not have credit records that can be provided or monitored. Service in Canada will be different from service in United States and Puerto Rico in accordance with local conditions. c. We do not warrant or guarantee that our services will end or eliminate all problems associated with an "identity theft" or prevent future "identity thefts." F. With respect to the provisions of this endorsement only, the following definitions are added to Section G. – Property Definitions: DEFINITIONS 1. "Identity Recovery Case Manager" means one or more individuals assigned by us to assist an "identity recovery insured" with communications we deem necessary for re- establishing the integrity of the personal identity of the "identity recovery insured." This includes, with the permission and cooperation of the "identity recovery insured," written and telephone communications with law enforcement authorities, governmental agencies, credit agencies and individual creditors and businesses. 2. "Identity Theft" means the fraudulent use of the social security number or other method of identifying an "identity recovery insured." This includes fraudulently using the personal identity of an "identity recovery insured" to establish credit accounts, secure loans, enter into contracts or commit crimes. "Identity theft" does not include the fraudulent use of a business name, d/b/a or any other method of identifying a business activity. 3. "Identity Recovery Expenses" means the following when they are reasonable and necessary expenses that are incurred in the United States or Canada as a direct result of an "identity theft": a. Costs for re-filing applications for loans, grants or other credit instruments that are rejected solely as a result of an "identity theft." b. Costs for notarizing affidavits or other similar documents, long distance telephone calls and postage solely as a result of your efforts to report an "identity theft" or amend or rectify records as to your true name or identity as a result of an "identity theft." c. Costs for up to twelve (12) credit reports from established credit bureaus dated within 12 months after your knowledge or discovery of an "identity theft." d. Legal Costs Page 4 of 4 Form SS 41 12 12 07 4. "Identity Recovery Insured" means the following: a. A full time employee of the entity insured under this policy; or b. The owner of the entity insured under this policy who meets any of the following criteria: (1) A sole proprietor of the insured entity; (2) A partner in the insured entity; or (3) An individual having an ownership position of 20% or more of the insured entity. An "identity recovery insured" must always be an individual person. The entity insured under this policy is not an "identity recovery insured." All other provisions of this policy apply. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 41 51 10 09 Page 1 of 1 © 2009, The Hartford BUILDING LIMIT- AUTOMATIC INCREASE REVISION This endorsement modifies insurance provided under the following: SPECIAL PROPERTY COVERAGE FORM STANDARD PROPERTY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the policy apply to the insurance stated below. A. Paragraph C.5 Building Limit-Automatic Increase of the SPECIAL PROPERTY COVERAGE FORM or STANDARD PROPERTY COVERAGE FORM is deleted. B. The following is added to Additional Coverages, paragraph A.5 of the SPECIAL PROPERTY COVERAGE FORM or paragraph A.4. of the STANDARD PROPERTY COVERAGE FORM: Building Limit - Automatic Increase a. If the covered loss or damage to Building property at a “scheduled premises” exceeds the Limit of Insurance stated in the Declarations, the Limit of Insurance available for the covered loss or damage in that occurrence will automatically increase by up to 8%. b. The amount of increase will be: (1) The Limit of Insurance for Buildings that applied on the most recent of the policy inception date, policy anniversary date, or the date of any other policy change amending the Building limit, multiplied by (2) The 8% annualized percentage of Automatic Increase, expressed as a decimal (08), multiplied by (3) The number of days since the beginning of the current policy year or the effective date of the most recent policy change amending the Limit of Insurance for Buildings, divided by 365. Example: The applicable Limit of Insurance for Buildings is $100,000. The automatic increase percentage is 8%. The number of days since the beginning of the policy period (or last policy change) is 146. The amount of increase is: $100,000 X .08 X 146 divided by 365 = $3,200 DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 41 63 06 11 Page 1 of 1 © 2011, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) AMENDMENT - DEFINITION OF INSURED CONTRACT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Paragraph f. of the definition of "insured contract" in the Liability And Medical Expenses Definitions Section is replaced by the following: f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PERILS SPECIFICALLY EXCEPTED As used herein, "Peril" means a cause of physical loss or damage to property. It has this meaning whether or not it is called a "Peril" or a "Cause of Loss" in this policy. This exception A. does not reduce the insurance for loss or damage caused directly by a Covered Peril. Even if any of the terms of this policy might be construed As used in this endorsement: otherwise, the following Perils, as described in Paragraphs A. and B. below, are SPECIFICALLY EXCEPTED FROM THIS POLICY. WE DO NOT COVER OR INSURE AGAINST LOSS OR DAMAGE DIRECTLY OR INDIRECTLY CAUSED BY, RESULTING FROM, CONTRIBUTED TO OR AGGRAVATED BY, OR WHICH WOULD NOT HAVE OCCURRED BUT FOR, EITHER OF THESE PERILS: 1. If this policy is written to cover the risk of loss from specifically named causes. "Covered Peril" means any Peril specifically named as covered; or 2. If written to cover the risk of loss without specifying specifically named causes, "Covered Peril" means any Peril not described above and not otherwise excluded or excepted from the causes of loss covered by this policy. A. ACTS, ERRORS OR OMISSIONS by you or others in: B. COLLAPSE, "CRACKING" OR "SHIFTING" of buildings, other structures or facilities, or their parts, if the collapse, "cracking" or "shifting": 1. Planning, zoning, developing, surveying, testing or siting property; 1. Occurs during "earth movement," "volcanic eruption" or "flood" conditions or within 72 hours after they cease; and 2. Establishing or enforcing any building code, or any standard, ordinance or law about the construction, use or repair of any property or materials, or requiring the tearing down of any property, including the removal of its debris; 2. Would not have occurred but for "earth movement," "volcanic eruption" or "flood." 3. The design, specifications, workmanship, repair, construction, renovation, remodeling, grading or compaction of all or any part of the following: But if loss or damage by a covered Peril ensues at the covered premises, we will pay for that ensuing loss or damage. a. Land or buildings or other structures; This exception B. applies whether or not there are other provisions in this policy relating to collapse, "cracking" or "shifting" of buildings, other structures or facilities, or their parts. Any such provision is revised by this endorsement to include this exception. b. Roads, water or gas mains, sewers, drainage ditches, levees, dams, or other facilities; or c. Other improvements or changes in or additions to land or other property. 4. The furnishing of work, materials, parts or equipment in connection with the design, specifications, workmanship, repair, construction, renovation, remodeling, grading or compaction of any of the above property or facilities; or 1. "Cracking" means cracking, separating, shrinking, bulging, or expanding; 5. "Volcanic eruption" means the eruption, explosion or effusion of a volcano. It does not include volcanic action if loss by volcanic action is specifically covered in this policy; 2. "Shifting" means shifting, rising, settling, sinking, or lateral or other movement; 3. "Earth movement" means any earth movement, 6. "Flood" means: including but not limited to "earthquake," landslide, mudflow, erosion, contraction or expansion, subsidence, any movement of earth resulting from water combining with the ground or soil, and any other "shifting" of earth; all whether or not combined with "flood" or "volcanic eruption." It does not include sinkhole collapse if loss by sinkhole collapse is specifically covered in this policy; a. Flood, surface water, waves, tides, tidal water, tidal waves, high water, and overflow of any body of water, or their spray, all whether driven by wind or not; b. Release of water held by a dam, levy or dike or by a water or flood control device; c. Water that backs up from a sewer or drain; or d. Water under the ground surface pressing on, 4. "Earthquake" means a shaking or trembling of the or flowing, leaking or seeping through: earth's crust, caused by underground volcanic or tectonic forces or by breaking or "shifting" of rock beneath the surface of the ground from natural causes. An "Earthquake" includes all related shocks and after shocks; (1) Foundations, walls, floors or paved surfaces; (2) Basements, whether paved or not; or (3) Doors, windows or other openings. Form IH 10 01 09 86 Printed in U.S.A. Page 2 of 2 Copyright, Hartford Fire Insurance Company, 1986 DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EXCLUSION – TESTING OR CONSULTING ERRORS AND OMISSIONS This endorsement modifies insurance provided under the following: BUSINESS LIABLITY COVERAGE FORM This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of: 1. An error, omission, defect or deficiency in: a. Any test performed; or b. An evaluation, a consultation or advice given, by or on behalf of any insured; 2. The reporting of or reliance upon any such test, evaluation, consultation or advice; or 3. The rendering of or failure to render any service by you or on your behalf in connection with the selling, licensing, franchising or furnishing of your computer software to others including electronic data processing programs, designs, specifications, manuals and instructions. Form SS 05 09 07 00 Page 1 of 1 © 2000, The Hartford DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 05 47 09 15 Page 1 of 2 © 2015, The Hartford EXCLUSION - NUCLEAR ENERGY LIABILITY 1. This insurance does not apply: a. To any injury or damage: (1) With respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (2) Resulting from the "hazardous properties" of "nuclear material" and with respect to which: (a) Any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or (b) The insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. b. Under any Medical Payments or Medical Expenses Coverage, to expenses incurred with respect to "bodily injury" resulting from the "hazardous properties" of "nuclear material" and arising out of the operation of a "nuclear facility" by any person or organization. c. To any injury or damage resulting from the "hazardous properties" of "nuclear material"; if: (1) The "nuclear material": (a) Is at any "nuclear facility" owned by, or operated by or on behalf of, an insured; or (b) Has been discharged or dispersed therefrom; (2) The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (3) The injury or damage arises out of the furnishing by any insured of any "technology services" in connection with the planning, construction, maintenance, operation or use of any "nuclear facility"; or (4) The injury or damage arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility"; but if such facility is located within the United States of America, its Page 2 of 2 Form SS 05 47 09 15 (3) Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (4) Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations. e. "Nuclear material" means "byproduct material", "source material" or "special nuclear material". f. "Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. g. Injury or damage and "property damage" include all forms of radioactive contamination of property. h. "Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor". i. "Technology services" means: 1. the following services performed for others: a. Consulting, analysis, design, installation, training, maintenance, support and repair of or on: software, wireless applications, firmware, shareware, networks, systems, hardware, devices or components; b. Integration of systems; c. Processing of, management of, mining or warehousing of data; d. Administration, management, operation or hosting of: another party's systems, technology or computer facilities; e. Website development; website hosting; f. Internet access services; intranet, extranet or electronic information connectivity services; software application connectivity services; g. Manufacture, sale, licensing, distribution, or marketing of: software, wireless applications, firmware, shareware, networks, systems, hardware, devices or components; h. Design and development of: code, software or programming; i. Providing software application: services, rental or leasing; j. Screening, selection, recruitment or placement of candidates for temporary or permanent employment by others as THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 51 11 03 17 Page 1 of 1 EXCLUSION - UNMANNED AIRCRAFT (PROPERTY) This endorsement modifies insurance provided under the following: SPECIAL PROPERTY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the policy apply to the insurance stated below. A. COVERAGE Paragraph A.2., Property Not Covered, Subparagraph a. is deleted and replaced with the following: a. Aircraft (including "unmanned aircraft"), automobiles, motor trucks and other vehicles subject to motor vehicle registration. C. DEFINITIONS The following changes are made to Section G., PROPERTY DEFINITIONS: 1. The following definition is added: "Unmanned aircraft" means an aircraft that is not: a. Designed; b. Manufactured; or c. Modified after manufacture to be controlled directly by a person from within or on the aircraft and which is owned by you or owned by others but in your care, custody, or control. "Unmanned aircraft" includes equipment designed for and used exclusively with the "unmanned aircraft", provided such equipment is essential for operation of the "unmanned aircraft" or for executing "unmanned aircraft operations". 2. The following definition is added: "Unmanned aircraft operations" means your business activities in support of the specific operations listed in the Description of Business section of the Declarations. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 50 19 01 15 Page 1 of 1 © 2015, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission) CAP ON LOSSES FROM CERTIFIED ACTS OF TERRORISM This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM SPECIAL PROPERTY COVERAGE FORM STANDARD PROPERTY COVERAGE FORM UMBRELLA LIABILTY PROVISIONS A. Disclosure Of Federal Share Of Terrorism Losses The United States Department of the Treasury will reimburse insurers for a portion of such insured losses, as indicated in the table below that exceeds the applicable insurer deductible: Calendar Year Federal Share of Terrorism Losses 2015 85% 2016 84% 2017 83% 2018 82% 2019 81% 2020 or later 80% However, if aggregate industry insured losses, attributable to "certified acts of terrorism" under the federal Terrorism Risk Insurance Act, as amended (TRIA), exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. The United States government has not charged any premium for their participation in covering terrorism losses. B. Cap On Insurer Liability for Terrorism Losses A "certified act of terrorism" means an act that is certified by the Secretary of the Treasury, in accordance with the provisions of federal Terrorism Risk Insurance Act, to be an act of terrorism under TRIA. The criteria contained in TRIA for a "certified act of terrorism" include the following: 1. The act results in insured losses in excess of $5 million in the aggregate, attributable to all types of insurance subject to TRIA; and 2. The act results in damage within the United States, or outside the United States in the case of certain air carriers or vessels or the premises of an United States mission; and 3. The act is a violent act or an act that is dangerous to human life, property or infrastructure and is committed by an individual or individuals acting as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. If aggregate industry insured losses attributable to "certified acts of terrorism" under TRIA exceed $100 billion in a calendar year, and we have met, or will meet, our insurer deductible under TRIA, we shall not be liable for the payment of any portion of the amount of such losses that exceed $100 billion. In 0010000 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY Form SS 09 67 09 14 Page 1 of 1 © 2014, The Hartford WAGE AND HOUR CLAIMS EXPENSES - EMPLOYMENT PRACTICES LIABILITY This endorsement modifies insurance provided under the following: EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Exclusion B. in SECTION III - EXCLUSIONS is deleted and replaced by the following: B. We shall not pay "loss" in connection with any "claim" based upon, arising from, or in any way related to: 1. any claims for unpaid wages (including overtime pay), workers’ compensation benefits, unemployment compensation, disability benefits, or social security benefits; 2. any actual or alleged violation of the Worker Adjustment and Retraining Notification Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, "ERISA", or any similar law; or 3. any "wage and hour violation". Provided, however, that this Exclusion B. shall not apply to that portion of "loss" that represents: a. a specific amount the "insureds" become legally obligated to pay solely for a "wrongful act" of "retaliation"; or b. "Claims expenses" incurred to defend a "wage and hour violation" referenced in sub-paragraph 3. above subject to a Sub-Limit of Liability of $ that is part of, and not in addition to, the Limits of Liability applicable to this Coverage Part (the Wage and Hour Defense Costs Sub-Limit). Moreover: 1. SECTION VIII.I.2. of this Coverage Part notwithstanding, 100% of the "insured’s" "claims expenses" covered pursuant to this sub- paragraph b. shall be allocated to covered "loss" until the Wage and Hour Defense Costs Sub-Limit is exhausted. Once the Wage and Hour Defense Costs Sub-Limit is exhausted, allocation shall continue in accordance with SECTION VIII.I.2.; 2. the Wage and Hour Defense Costs Sub-Limit is available notwithstanding the fact that a "wage and hour violation" is not an "employment practices wrongful act"; and 3. the Wage and Hour Defense Costs Sub-Limit is only available for "claim expenses" incurred to defend a "wage and hour violation" that occurred on or after the "retroactive date" and before the end of the "policy period", Form SS 09 01 12 14 © 2014, The Hartford EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM (CLAIMS MADE) DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Form SS 09 01 12 14 QUICK REFERENCE EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM (CLAIMS MADE) READ YOUR POLICY CAREFULLY Beginning on Page SECTION I: INSURING AGREEMENT 1 SECTION II: DEFINITIONS 1 SECTION III: EXCLUSIONS 5 SECTION IV: DISCOVERY CLAUSE 6 SECTION V: EXTENDED REPORTING PERIOD 6 SECTION VI: COVERAGE TERRITORY 6 SECTION VII: LIMITS OF LIABILITY AND DEDUCTIBLE 6 SECTION VIII: DUTIES IN THE EVENT OF CLAIM; DEFENSE AND SETTLEMENT 7 SECTION IX: CONDITIONS 9 DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Form SS 09 01 12 14 Page 1 of 11 © 2014, The Hartford EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM (CLAIMS MADE) NOTICE: COVERAGE PROVIDED BY THIS COVERAGE PART IS CLAIMS MADE COVERAGE. EXCEPT AS OTHERWISE SPECIFIED HEREIN: COVERAGE APPLIES ONLY TO A CLAIM FIRST MADE AGAINST THE INSUREDS DURING THE POLICY PERIOD AND WHICH HAS BEEN REPORTED TO US IN ACCORDANCE WITH THE APPLICABLE NOTICE PROVISIONS. COVERAGE IS SUBJECT TO THE INSURED’S PAYMENT OF THE APPLICABLE DEDUCTIBLE. PAYMENTS OF CLAIM EXPENSES ARE SUBJECT TO, AND REDUCE, THE AVAILABLE LIMITS OF LIABILITY. PLEASE READ THE COVERAGE PART CAREFULLY AND DISCUSS THE COVERAGE WITH YOUR INSURANCE AGENT OR BROKER. UPON TERMINATION OF THIS COVERAGE PART, EXTENDED REPORTING PERIOD COVERAGE IS AVAILABLE. Various provisions in this policy restrict coverage. Please read the entire policy carefully to determine your rights, duties and what is and is not covered. Throughout this Coverage Part the words you and your refer to the "Named Insured" in the Declarations. The words we, us and our refer to the stock insurance company member of THE HARTFORD shown on the Declarations Page. Words and phrases that appear in quotation marks are defined in SECTION II - DEFINITIONS of this Coverage Part. In consideration of, and subject to, the payment of the premium by you and in reliance upon the accuracy and completeness of the "application", including but not limited to the statements, attachments and exhibits contained in and submitted with the "application", we agree with you, subject to all terms, exclusions and conditions of this Coverage Part, as follows: SECTION I - INSURING AGREEMENT Employment Practices Liability We shall pay "loss" on behalf of the "insureds" resulting from an "employment practices claim" first made against the "Insureds" during the "policy period" or Extended Reporting Period, if applicable, for an "employment practices wrongful act" by the "insureds". SECTION II - DEFINITIONS A. "Application" means the application for this Coverage Part, including any materials or information submitted therewith or made available to us during the underwriting process, which application shall be on file with us. Such "application" shall be deemed a part of this Coverage Part and attached hereto. In addition, "application" includes any warranty, representation or other statement provided to us within the past three years in connection with any policy or coverage part of which this Coverage Part is a renewal or replacement. B. "Benefits" means perquisites, fringe benefits, deferred compensation, severance pay and any other form of compensation (other than salaries, wages, or bonuses as a component of a front or back pay award). C. "Claim" means any "employment practices claim". D. "Claims expenses" means: 1. reasonable and necessary legal fees and expenses, including, but not limited to, e- discovery expenses, incurred in the defense or appeal of a "claim"; 2. "Extradition costs"; or 3. the costs of appeal, attachment or similar bonds, provided that we shall have no obligation to furnish such bonds. However, "claim expenses" shall not include: a. salaries, wages, remuneration, EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Page 2 of 11 Form SS 09 01 12 14 which we received written notice of the "claim" from the "insured". E. "Controlled partnership" means a limited partnership in which and so long as the "named insured" owns or controls, directly or indirectly, more than 50% of the limited partnership interest and an "insured entity" is the sole general partner. F. "Damages" means the amounts, other than "claim expenses", that the "insureds" are legally liable to pay solely as a result of a "claim" covered by this Coverage Part, including: 1. compensatory damages, including front pay and back pay; 2. settlement amounts; 3. pre- and post-judgment interest; 4. costs awarded pursuant to judgments; 5. punitive and exemplary damages; 6. the multiple portion of any multiplied damage award; or 7. liquidated damages under the Age Discrimination in Employment Act and the Family and Medical Leave Act. However, "damages" shall not include: a. taxes, fines or penalties imposed by law; b. non-monetary relief; c. "Benefits"; d. future compensation for any person hired, promoted, or reinstated pursuant to a judgment, settlement, order or other resolution of a "claim"; e. "Stock benefits"; f. costs associated with providing any accommodations required by the Americans with Disabilities Act or any similar law; or g. any other matters uninsurable pursuant to any applicable law; provided, however, that with respect to punitive and exemplary damages, or the multiple portion of any multiplied damage award, the insurability of such damages shall be governed by the internal laws of any applicable jurisdiction that most favors coverage of such damages. G. "Debtor in possession" means a "debtor in possession" as such term is defined in Chapter 11 of the United States Bankruptcy Code as well as any equivalent status under any similar law. H. "Domestic partner" means any natural person qualifying as a domestic partner under the provisions of any applicable federal, state or local law or any domestic partner relationship arrangement recognized outside of the United EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Form SS 09 01 12 14 Page 3 of 11 "Employment practices claim" also means the receipt of a notice of violation, order to show cause, or a written demand for monetary or injunctive relief that is the result of an audit conducted by the United States Office of Federal Contract Compliance Programs. "Employment practices claim" also means a written request to the "insureds" to toll or waive a statute of limitations regarding a potential "Employment practices claim" as described above. Such "claim" shall be commenced by the receipt of such request. However, "employment practices claim" shall not include any labor or grievance proceeding or arbitration that is subject to a collective bargaining agreement. L. "Employment practices wrongful act" means: 1. wrongful dismissal, discharge, or termination of employment (including constructive dismissal, discharge, or termination), wrongful failure or refusal to employ or promote, wrongful discipline or demotion, failure to grant tenure, negligent employment evaluation, or wrongful deprivation of career opportunity; 2. sexual or other workplace harassment, including bullying in the workplace, quid pro quo and hostile work environment; 3. employment discrimination, including discrimination based upon age, gender, race, color, creed, marital status, sexual orientation or preference, gender identity or expression, genetic makeup, or refusal to submit to genetic makeup testing, pregnancy, disability, HIV or other health status, Vietnam Era Veteran or other military status, or other protected status established under federal, state, or local law; 4. "Retaliation"; 5. breach of any oral, written, or implied employment contract, including, without limitation, any obligation arising from a personnel manual, employee handbook, or policy statement; or 6. violation of the Family and Medical Leave Act. "Employment practices wrongful act" also means the following, but only when alleged in addition to or as part of any "employment practices wrongful act" described above: a. employment-related wrongful infliction of mental anguish or emotional distress; b. failure to create, provide for or enforce adequate or consistent employment- related policies and procedures; c. negligent retention, supervision, hiring EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Page 4 of 11 Form SS 09 01 12 14 3. regarding the Employment Practices Liability Insuring Agreement, an "independent contractor" provided that within 30 days of an "employment practices claim" having been made against such "independent contractor" that the "insured entity" agrees in writing to indemnify such "independent contractor" for any "loss" arising out of such "claim". T. "Insureds" means any: 1. "Insured entity"; or 2. "Insured person". U. "Interrelated wrongful acts" means "wrongful acts" that have as a common nexus any fact, circumstance, situation, event, transaction, goal, motive, methodology, or cause or series of causally connected facts, circumstances, situations, events, transactions, goals, motives, methodologies or causes. V. "Loss" means "claim expenses" and "damages". W. "Manager" means any natural person who was, is or shall become a(n): 1. duly elected or appointed director, advisory director, board observer, advisory board member, officer, member of the board of managers or management committee member of an "insured entity"; 2. "Employee" in his/her capacity as legal counsel to an "insured entity"; or 3. executive of an "insured entity" created outside the United States to the extent that such executive holds a position equivalent to those described in 1. or 2. above. X. "Named insured" means the individuals, partnerships or corporations designated in the Declarations. Y. "Notice manager" means the natural persons in the offices of the chief executive officer, chief financial officer, general counsel, risk manager, human resources manager or any equivalent position to the foregoing, of an "Insured Entity". Z. "Policy period" means the period from the Effective Date to the Expiration Date set forth in the Declarations or any earlier cancellation date. AA. "Private employment information" means any information regarding an "employee" or applicant for employment with the "insured entity", which is collected or stored by an "insured" for the purposes of establishing, maintaining or terminating an employment relationship. BB."Retaliation" means adverse treatment of an "employee" or "independent contractor" based upon such person: 1. exercising any rights under law, including, EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Form SS 09 01 12 14 Page 5 of 11 EE. "Wage and hour violation" means any actual or alleged violation of the duties and responsibilities that are imposed upon an "insured" by any federal, state or local law or regulation anywhere in the world, including but not limited to the Fair Labor Standards Act or any similar law (except the Equal Pay Act), which govern wage, hour and payroll practices. Such practices include but are not limited to: 1. the calculation and payment of wages, overtime wages, minimum wages and prevailing wage rates; 2. the calculation and payments of benefits; 3. the classification of any person or organization for wage and hour purposes; 4. reimbursing business expenses; 5. the use of child labor; or 6. garnishments, withholdings and other deductions from wages. FF. "Wrongful act" means any actual or alleged "employment practices wrongful act". SECTION III - EXCLUSIONS A. We shall not pay "Loss": 1. for bodily injury, sickness, disease, death, false arrest or imprisonment, abuse of process, malicious prosecution, trespass, nuisance or wrongful entry or eviction, or for injury to or destruction of any tangible property including loss of use or diminution of value thereof; provided, however, that this exclusion shall not apply to that portion of "loss" that directly results from mental anguish or emotional distress when alleged in connection with an otherwise covered "employment practices wrongful act"; 2. for any actual or alleged "wrongful act" by "insured persons" of any "subsidiary" in their capacities as such, or by any "subsidiary", if such "wrongful act" actually or allegedly occurred when such entity was not a "subsidiary"; 3. in connection with any "claim" based upon, arising from, or in any way related to any: a. prior or pending demand, suit, or proceeding against any "insured" as of, or b. audit initiated by the United States Office of Federal Contract Compliance Programs before, the effective date of the first Employment Practices Liability Coverage Part issued and continuously renewed by us, or the same or substantially similar fact, circumstance, or situation underlying or alleged in such demand, suit, proceeding, or audit; 4. in connection with any "claim" based upon, arising from, or in any way related to any fact, circumstance, or situation that, before EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Page 6 of 11 Form SS 09 01 12 14 SECTION IV - DISCOVERY CLAUSE If, during the "policy period", the "insureds" become aware of a "wrongful act" that may reasonably be expected to give rise to a "claim", and, if written notice of such "wrongful act" is given to us during the "policy period", including the reasons for anticipating such a "claim", the nature and date of the "wrongful act", the identity of the "insureds" allegedly involved, the alleged injuries or damages sustained, the names of potential claimants, and the manner in which the "insureds" first became aware of the "wrongful act", then any "claim" subsequently arising from such "wrongful act" shall be deemed to be a "claim" first made during the "policy period" on the date that we receive the above notice. SECTION V - EXTENDED REPORTING PERIOD Subject to provisions A. through G. below, if this Coverage Part is canceled or non-renewed other than for non-payment of premium, you shall have the right to purchase an extended period to report "claims" under this Coverage Part for any "claim" first made during the period of time set forth in the Supplemental Extended Reporting Period Endorsement, and following the effective date of such cancellation or nonrenewal and reported in writing during such period or within sixty (60) days thereafter, but only with respect to any "wrongful act" which takes place prior to the effective date of such cancellation or nonrenewal. A. The Extended Reporting Period shall be effective only upon the payment of an additional premium. The additional premium will be 200% of the annual advance premium for this coverage. At the commencement of the Extended Reporting Period, the entire premium thereof shall be deemed fully earned and non-refundable. B. The quotation of a different premium or deductible or limit of liability for renewal is not a cancellation or refusal to renew for the purposes of this provision. C. You shall have no right to purchase the Extended Reporting Period, unless you have satisfied all conditions of the Coverage Part and all premiums and deductibles outstanding have been paid. D. Your right to purchase the Extended Reporting Period shall terminate unless written notice together with full payment of the premium for the Extended Reporting Period is given to us no later than sixty (60) days following the effective date of cancellation or nonrenewal. E. The fact that the period of time to report "claims" is extended by virtue of the Extended Reporting Period shall not increase or reinstate the Limit of Liability stated in the Declarations. F. Extended Reporting Periods do not extend the EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Form SS 09 01 12 14 Page 7 of 11 F. If an "insured entity" is permitted or required by common or statutory law to indemnify an "insured person" for any "loss", or to advance "claim expenses" on their behalf, and does not do so other than because of "financial insolvency", then such "insured entity" and the "named insured" shall reimburse and hold us harmless for our payment or advancement of such "loss" up to the amount of the Deductible that would have applied if such indemnification had been made. G. If a "subsidiary" is unable to indemnify an "insured person" for any "loss", or to advance "claim expenses" on their behalf, because of "financial insolvency", then the "named insured" shall reimburse and hold us harmless for our payment or advancement of such "loss" up to the amount of the applicable Deductible that would have applied if such indemnification had been made. The Limit of Liability for this Coverage Part applies separately to each consecutive annual period and to any remaining period of less than twelve (12) months starting with the beginning of the "policy period" shown in the Declarations, unless the "policy period" is extended after issuance for an additional period of less than twelve (12) months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limit of Liability. SECTION VIII - DUTIES IN THE EVENT OF CLAIM; DEFENSE AND SETTLEMENT A. We shall have the right and duty to defend "claims" covered under this Coverage Part, even if such "claim" is groundless, false or fraudulent, provided that: 1. the "insureds" give notice to us in accordance with the applicable notice provisions; and 2. such "claim" does not involve allegations, in whole or in part, of a "wage and hour violation". For any "claim" involving allegations, in whole or in part, of a "wage and hour violation", it shall be the duty of the "insureds", and not our duty, to defend such "claim". B. If we have the duty to defend a "claim", our duty to defend such "claim" shall cease upon exhaustion of any applicable Limit of Liability. C. The "insureds" shall not admit or assume any liability, make any settlement offer or enter into any settlement agreement, stipulate to any judgment, or incur any "claim expenses" regarding any "claim" without our prior written consent, such consent not to be unreasonably withheld. We shall not be liable for any admission, assumption, settlement offer or EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Page 8 of 11 Form SS 09 01 12 14 "insureds" shall give us written notice of any "claim" as soon as practicable after a "notice manager" becomes aware of such "claim", but in no event later than: 3. if this Coverage Part is renewed, no more than 180 days after a "notice manager" becomes aware of such "claim"; or 4. if this Coverage Part expires or is otherwise terminated without being renewed with us, ninety (90) days after the effective date of said expiration or termination; or 5. subject to SECTION V, the expiration of the Extended Reporting Period, if applicable; provided, if the Coverage Part is cancelled for non-payment of premium, the "insured" will give us written notice of such "claim", prior to the effective date of cancellation. H. Subrogation 1. We shall be subrogated to all of the "insureds’" rights of recovery regarding any payment of "loss" by us under this Coverage Part. The "insureds" shall execute all papers required and do everything necessary to secure and preserve such rights, including the execution of any documents necessary to enable us to effectively bring suit in the name of the "insureds". The "insureds" shall do nothing to prejudice our position or any potential or actual rights of recovery. 2. We shall not exercise our rights of subrogation against an "insured person" under this Coverage Part unless such "insured person" has: a. obtained any personal profit, remuneration or advantage to which such "insured person" was not legally entitled, or b. committed a criminal or deliberately fraudulent act or omission or any willful violation of law, if a judgment or other final adjudication establishes such personal profit, remuneration, advantage, act, omission, or violation. I. Allocation Where "insureds" who are afforded coverage for a "claim" incur an amount consisting of both "loss" that is covered by this Coverage Part and also loss that is not covered by this Coverage Part, because such "claim" includes both covered and uncovered matters, then coverage shall apply as follows: 1. with respect to a covered "claim" for which we have the duty to defend: EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Form SS 09 01 12 14 Page 9 of 11 Deductible , that applies to coverage of the "insured person" for such "claim". No coverage shall apply to any "claim" for a "wrongful act" of such spouse or "domestic partner". D. Estates and Legal Representatives In the event of the death, incapacity or bankruptcy of an "insured person", any "claim" made against the estate, heirs, legal representatives or assigns of such "insured person" for a "wrongful act" of such "insured person" shall be deemed to be a "claim" made against such "insured person". No coverage shall apply to any "claim" for a "wrongful act" of such estate, heirs, legal representatives or assigns. E. Minimum Standards In the event that there is an inconsistency between: 1. the terms and conditions that are required to meet minimum standards of a state’s law (pursuant to a state amendatory endorsement attached to this Coverage Part ), and 2. any other term or condition of this Coverage Part, it is understood and agreed that, where permitted by law, we shall apply those terms and conditions of 1. or 2. above that are more favorable to the "insured". F. Other Insurance 1. The coverage provided under this Coverage Part for any "employment practices claim" shall be primary. 2. Notwithstanding the above, the coverage provided under this Coverage Part for any "employment practices claim" made against a temporary, leased or loaned "employee" or an "independent contractor" shall be excess of the amount of any deductible, retention and limits of liability under any other policy or policies applicable to such "claim", whether such other policy or policies are stated to be primary, contributory, excess, contingent or otherwise, unless such other insurance is written specifically excess of this Policy by reference in such other policy or policies to this Policy's Policy Number. G. Interrelationship of Claims All "claims" based upon, arising from or in any way related to the same "wrongful act" or "interrelated wrongful acts" shall be deemed to be a single "claim" for all purposes under this Coverage Part first made on the earliest date that: 1. any of such "claims" was first made, regardless of whether such date is before EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Page 10 of 11 Form SS 09 01 12 14 J. Changes in Exposure 1. Acquisitions or Created Subsidiaries If, before or during the "policy period", any "insured entity" acquires or creates a "subsidiary", then such acquired or created entity and its subsidiaries, and any natural persons that would qualify as "insured persons" thereof, shall be "insureds" to the extent such entities and persons would otherwise qualify as "insureds" under this Coverage Part,, but only for "wrongful acts" occurring after such acquisition or creation. No coverage shall be available for any "wrongful act" of such "insureds" occurring before such acquisition or creation, or for any "interrelated wrongful acts" thereto. However, if the fair value of the assets of any such acquired or created entity exceed 25% of the total assets of the "named insured" as reflected in its most recent consolidated financial statements prior to such acquisition or creation, then, as a condition precedent to coverage hereunder, the "insureds" shall give us written notice and full, written details of the acquisition or creation as soon as practicable (but, in all cases, within ninety (90) days of such acquisition or creation). There shall be no coverage under any renewal or replacement of this Coverage Part for any such new "subsidiary" and its subsidiaries, and any natural persons that would qualify as "insured persons" thereof, unless the "insureds" comply with the terms of this provision. 2. Mergers If, before or during the "policy period", any "insured entity" merges with another entity such that the "insured entity" is the surviving entity, then such merged entity and its subsidiaries, and any natural persons that would qualify as "insured persons" thereof, shall be "insureds" to the extent such entities and persons would otherwise qualify as "insureds" under this Coverage Part, but only for "wrongful acts" occurring after such merger. No coverage shall be available for any "wrongful act" of such "insureds" occurring before such merger or for any "interrelated wrongful acts" thereto. However, if the fair value of the assets of any newly merged entity exceed 25% of the total assets of the "named insured" as reflected in its most recent consolidated financial statements prior to such merger, then, as a condition precedent to coverage EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM Form SS 09 01 12 14 Page 11 of 11 such mention shall be deemed to include all amendments of, and all rules or regulations promulgated under, such law. 2. Wherever this Coverage Part mentions any law or laws, including, without limitation, any statute, Act or Code of the United States, and such mention is followed by the phrase "or any similar law", such phrase shall be deemed to include all similar laws of all jurisdictions throughout the world, including, without limitation, statutes and any rules or regulations promulgated under such statutes as well as common law. L. Action Against Us 1. No action shall be taken against us unless there shall have been full compliance with all the terms and conditions of this Coverage Part. 2. No person or organization shall have any right under this Coverage Part to join us as a party to any "claim" against the "insureds" nor shall we be impleaded by the "insureds" in any such "claim". M. Entire Agreement This Coverage Part, the "application" and any written endorsements attached hereto, along with the Declarations constitute the entire agreement between you and us relating to this Coverage Part’s insurance. N. Bankruptcy or Insolvency Bankruptcy or insolvency of any "insureds" shall not relieve us of any of our obligations under this Coverage Part. O. Authorization of First Named Insured The first "named insured" shall act on behalf of all "Insureds" with respect to all matters under this Coverage Part, including, without limitation, giving and receiving of notices regarding "claims", cancellation, election of the Extended Reporting Period, payment of premiums, receipt of any return premiums, and acceptance of any endorsements to this Coverage Part. P. When We Do Not Renew 1. If we decide not to renew this Coverage Part, we will mail or deliver to the first "named insured" shown in the Declarations written notice of the nonrenewal not less than thirty (30) days before the expiration date. 2. If notice is mailed, proof of mailing will be sufficient proof of notice. 3. Any state amendatory endorsement changing Nonrenewal Conditions for any part of this policy shall also apply to this Coverage Part. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 09 53 10 08 Page 1 of 1 © 2008, The Hartford COLORADO CHANGES - EMPLOYMENT PRACTICES LIABILITY This endorsement modifies insurance provided under the following: EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM I. The first paragraph of SECTION V – EXTENDED REPORTING PERIOD is deleted and replaced by the following: Subject to provision A. through G. below, if this Coverage Part is canceled or non-renewed, you shall have the right to purchase an extended period to report "claims" under this Coverage Part for any "claim" first made during the period of time set forth in the Supplemental Extended Reporting Period Endorsement, and following the effective date of such cancellation or nonrenewal and reported in writing during such period or within sixty (60) days thereafter, but only with respect to any "wrongful act" which takes place prior to the effective date of such cancellation or nonrenewal. II. SECTION IX – CONDITIONS is amended to add the following Condition: The Insured's Right to Claim and Wrongful Act Information 1. We will provide the "named insured", upon request and within thirty (30) days thereafter, sufficient information about closed or paid "claims", "claims" for which we have established reserves, and "claims" for which we have received notices of "wrongful acts" that could give rise to "claims". This will allow the "insured" to determine how much coverage is available under this Coverage Part. 2. We compile "claim" and "wrongful act" information for our own business purposes and exercise reasonable care in doing so. In providing this information to the "named insured", we make no representations or warranties to "insureds", insurers or others to whom this information is furnished by or on behalf of the "insured". Cancellation or nonrenewal will be effective even if we provide inaccurate information or fail to provide the information. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY Form SS 09 70 12 14 Page 1 of 1 © 2014, The Hartford THIRD PARTY LIABILITY ENDORSEMENT - EMPLOYMENT PRACTICES LIABILITY This endorsement modifies insurance provided under the following: EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM I. SECTION I - INSURING AGREEMENT of this Coverage Part is amended to include the following: Third Party Liability We shall pay "loss" on behalf of the "insureds" resulting from a "third party claim" first made against the "insureds" during the "policy period" or the Extended Reporting Period, if applicable, for a "third party wrongful act" by the "insureds." II. SECTION II - DEFINITIONS of this Coverage Part is amended in the following manner: A. The definition of "claim" is amended to include the following: "Claim" also means any "third party claim." B. The definition of "wrongful act" is amended to include the following: "Wrongful act" also means any actual or alleged "third party wrongful act". C. The following definitions are added: "Third party" means any natural person who is a customer, vendor, service provider or other business invitee of an "insured entity". "Third party" shall not include "employees". "Third party claim" means any: 1. written demand for monetary damages or other civil non-monetary relief commenced by the receipt of such demand; 2. civil proceeding, including an arbitration or other alternative dispute resolution proceeding, commenced by the service of a complaint, filing of a demand for arbitration, or similar pleading; or 3. formal administrative or regulatory proceeding commenced by the filing of a notice of charges, formal investigative order or similar document; by or on behalf of a "third party". "Third party claim" also means a written request to the "insureds" to toll or waive a statute of limitations regarding a potential "third party claim" as described above. Such "claim" shall be commenced by the receipt of such request. "Third party wrongful act" means: 1. discrimination against a "third party" based upon age, gender, race, color, national origin, religion, creed, marital status, sexual orientation or preference, pregnancy, disability, HIV or other health status, Vietnam Era Veteran or other military status, or other protected status established under federal, state THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY Form SS 09 71 12 14 Page 1 of 1 © 2014, The Hartford RETROACTIVE DATE ENDORSEMENT - EMPLOYMENT PRACTICES LIABILITY This endorsement modifies insurance provided under the following: EMPLOYMENT PRACTICES LIABILITY COVERAGE FORM I. SECTION I - INSURING AGREEMENT of this Coverage Part is amended to include the following: This Coverage Part applies only to "claims" for "wrongful acts" that occurred on or after the "retroactive date" set forth in the Declarations and before the end of the "policy period", regardless of whether such "claim" is made during the "policy period" or the Extended Reporting Period, if applicable. II. The following definition is added to SECTION II - DEFINITIONS of this Coverage Part: "Retroactive date" means the date specified in the Declarations. If no date is specified, the "retroactive date" will be the same as the Effective Date of this Coverage Part. All other terms and conditions of this Coverage Part remain unchanged. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 09 73 12 14 Page 1 of 1 © 2014, The Hartford COLORADO CHANGES - EMPLOYMENT PRACTICES LIABILITY Wherever "insured" or "named insured" is defined in the Coverage Part to include a spouse or any other term that denotes the spousal relationship of the "insured" or "named insured", it is amended to include a partner in a civil union or party to a civil union. All other terms and conditions remain unchanged. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Form IH 99 40 04 09 Page 1 of 1 U.S. DEPARTMENT OF THE TREASURY, OFFICE OF FOREIGN ASSETS CONTROL ("OFAC") ADVISORY NOTICE TO POLICYHOLDERS No coverage is provided by this Policyholder Notice nor can it be construed to replace any provisions of your policy. You should read your policy and review your Declarations page for complete information on the coverages you are provided. This Notice provides information concerning possible impact on your insurance coverage due to directives issued by the United States. Please read this Notice carefully. The Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury administers and enforces economic and trade sanctions based on U.S. foreign policy and national security goals against targeted foreign countries and regimes, terrorists, international narcotics traffickers, those engaged in activities related to the proliferation of weapons of mass destruction, and other threats to the national security, foreign policy or economy of the United States. OFAC acts under Presidential national emergency powers, as well as authority granted by specific legislation, to impose controls on transactions and freeze assets under U.S. jurisdiction. OFAC publishes a list of individuals and companies owned or controlled by, or acting for or on behalf of, targeted countries. It also lists individuals, groups, and entities, such as terrorists and narcotics traffickers designated under programs that are not country-specific. Collectively, such individuals and companies are called "Specially Designated Nationals and Blocked Persons" or "SDNs". Their assets are blocked and U.S. persons are generally prohibited from dealing with them. This list can be located on OFAC’s web site at – http//www.treas.gov/ofac. In accordance with OFAC regulations, if it is determined that you or any other insured, or any person or entity claiming the benefits of this insurance has violated U.S. sanctions law or is an SDN, as identified by OFAC, the policy is a blocked contract and all dealings with it must involve OFAC. When an insurance policy is considered to be such a blocked or frozen contract, no payments nor premium refunds may be made without authorization from OFAC. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF MODERN DAVINCI LLC 34 SBA IK3841 10/27/17 10/27/18 TWIN CITY FIRE INSURANCE COMPANY Form IH 99 41 04 09 Page 1 of 1 Named Insured: Policy Number: Effective Date: Expiration Date: Company Name: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TRADE OR ECONOMIC SANCTIONS ENDORSEMENT This insurance does not apply to the extent that trade or economic sanctions or other laws or regulations prohibit us from providing insurance, including, but not limited to, the payment of claims. All other terms and conditions remain unchanged. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF or local law; or 2. sexual harassment or other harassment of a "third party", including unwelcome sexual advances, requests for sexual favors or other conduct of a sexual nature. III. The following exclusion is added to SECTION III - EXCLUSIONS: We shall not pay "loss" in connection with any "third party claim" based upon, arising from or in any way related to any price discrimination or violation of any anti-trust law or any similar law designed to protect competition or prevent unfair trade practices. All other terms and conditions of this Coverage Part remain unchanged. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF hereunder, the "insureds" shall give us written notice and full, written details of the merger as soon as practicable (but, in all cases, within ninety (90) days of such merger). There shall be no coverage under any renewal or replacement of this Coverage Part for any newly merged entity or any of its subsidiaries, and any natural persons that would qualify as "insured persons" thereof, unless the "insureds" comply with the terms of this provision. 3. Takeover of Named Insured If, before or during the "policy period": a. the "named insured" merges into or consolidates with another entity such that the "named insured" is not the surviving entity; or b. more than 50% of the securities representing the right to vote for the "named insured's" board of directors or managers is acquired by another person or entity, group of persons or entities, or persons and entities acting in concert, then coverage shall continue under this Coverage Part, but only for "wrongful acts" occurring before any such transaction. No coverage shall be available for any "wrongful act" occurring after such transaction. Upon such transaction, this Coverage Part shall not be cancelled and the entire premium for this Coverage Part shall be deemed fully earned. The "insured" shall give us written notice and full, written details of such transaction as soon as practicable (but, in all cases, within ninety (90) days of such transaction). If any transaction described herein occurs, then we will not be obligated to offer any renewal or replacement of this Coverage Part. 4. Loss of Subsidiary Status If, before or during the "policy period", any entity ceases to be a "subsidiary", then coverage shall be available under this Coverage Part for such "subsidiary" and its "insured persons", but only for a "wrongful act" of such "insureds" occurring before such transaction. No coverage shall be available for any "wrongful act" of such "insureds" occurring after such transaction. K. References To Laws 1. Wherever this Coverage Part mentions any law, including, without limitation, any statute, Act or Code of the United States, DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF or during the "policy period"; 2. notice of any "wrongful act" described above was given to us under this Coverage Part pursuant to Sections IV or VIII; or 3. notice of any "wrongful act" described above was given under any prior insurance policy. H. Deductible Waiver Regarding a "claim" that is a class action civil proceeding, no Deductible shall apply to "claim expenses" incurred in connection with such "claim", and we shall reimburse the "insureds" for any covered "claim expenses" paid by the "insureds" within the Deductible otherwise applicable to such "claim", if a: 1. final adjudication with prejudice pursuant to a trial, motion to dismiss or motion for summary judgment; or 2. complete and final settlement with prejudice; establishes that none of the "insureds" in such "claim" are liable for any "loss". I. Application 1. The "insureds" represent that the Declarations and statements contained in the "application" are true, accurate and complete. This Coverage Part is issued in reliance upon the "application". 2. If the "application" contains intentional misrepresentations or misrepresentations that materially affect the acceptance of the risk by us no coverage shall be afforded under this Coverage Part for any "insureds" who knew on the Effective Date of this Coverage Part of the facts that were so misrepresented, provided that: a. knowledge possessed by any "insured person" shall not be imputed to any other "insured person"; and b. knowledge possessed by any of your chief executive officer, general counsel, chief financial officer, human resources director or any position equivalent to the foregoing of the "named insured", or anyone signing the "application", shall be imputed to all "insured entities". No other person’s knowledge shall be imputed to an "insured entity". DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF a. 100% of the "insured’s" "claim expenses" shall be allocated to covered "loss"; and b. All other "loss" shall be allocated between covered "loss" and non- covered loss based upon the relative legal exposure of all parties to such matters. 2. with respect to a covered "claim" for which we do not have the duty to defend, all "loss" shall be allocated between covered "loss" and non-covered loss based upon the relative legal exposure of all parties to such matters. SECTION IX - CONDITIONS A. Coverage Part Priority; Headings If any provision in this Coverage Part is inconsistent or in conflict with the terms and conditions of any provisions in this Policy, the terms and conditions of this Coverage Part shall control only for purposes of determining coverage hereunder. The headings of the various sections of this Coverage Part are intended for reference only and shall not be part of the terms and conditions of coverage. B. Notice Addresses 1. All notices to the "insureds" shall be sent to the first "named insured" at the address specified in the Declarations. 2. All notices to us shall be sent to the address specified in the Declarations. Any such notice shall be effective upon receipt by us at such address. C. Spousal/Domestic Partner Liability Coverage Coverage shall apply to the lawful spouse or "domestic partner" of an "insured person" for a "claim" made against such spouse or "domestic partner", provided that: 1. such "claim" arises solely out of: a. such person’s status as the spouse or "domestic partner" of an "insured person"; or b. such spouse or "domestic partner’s" ownership of property sought as recovery for a "wrongful act"; 2. the "insured person" is named in such "claim" together with the spouse or "domestic partner"; and 3. coverage of the spouse or "domestic partner" shall be on the same terms and conditions, including any applicable DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF agreement, stipulation, or "claim expenses" to which we have not consented. D. We shall have the right to associate ourself in the defense and settlement of any "claim" that appears reasonably likely to involve this Coverage Part. We may make any investigation we deem appropriate in connection with any "claim". We may, with the written consent of the "insureds", settle any "claim" for a monetary amount that we deem reasonable. E. The "insureds" shall give to us all information and cooperation as we may reasonably request. However, if we are, in our sole discretion, able to determine coverage for cooperating "insureds", the failure of one "insured person" to cooperate with us shall not impact coverage provided to cooperating "insureds". F. With respect to a covered "claim" for which we do not have the duty to defend, we shall advance "claim expenses" in accordance with Section VIII I. that we believe to be covered under this Coverage Part until a different allocation is negotiated, arbitrated or judicially determined. G. Required Notice to Us As a condition precedent to coverage under this Coverage Part, the "insureds" shall give us written notice of any "claim" as soon as practicable after a "notice manager" becomes aware of such "claim", but in no event later than: 1. if this Coverage Part expires or is otherwise terminated without being renewed with us, ninety (90) days after the effective date of said expiration or termination; or 2. subject to SECTION V, the expiration of the Extended Reporting Period, if applicable; provided, however, that if the Coverage Part is cancelled for non-payment of premium, the "insured" will give us written notice of such "claim", prior to the effective date of cancellation. However, with regard to any "employment practices claim" which is brought as a formal administrative or regulatory proceeding, including, without limitation, a proceeding before the Equal Employment Opportunity Commission or similar governmental agency, commenced by the filing of a notice of charges, formal investigative order or similar document, as a condition precedent to coverage under this Coverage Part the DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF "policy period" or change the scope of coverage provided. They apply only to "wrongful acts" that occur before the end of the "policy period". "Claims" for such injury which are first received within sixty (60) days after the "policy period", or during the Extended Reporting Period if in effect, will be deemed to have been made on the last date of the "policy period". G. Once in effect, Extended Reporting Periods may not be canceled by us. SECTION VI -COVERAGE TERRITORY Coverage under this Coverage Part applies worldwide, provided that the "claim" is made and any legal action is pursued within the Unites States, its territories, possessions or commonwealths, or Canada. SECTION VII - LIMITS OF LIABILITY AND DEDUCTIBLE A. The maximum we will pay for each "claim" under this Coverage Part is the Each Claim Limit of Liability stated in the Declarations, subject to the Annual Aggregate Limit of Liability stated in the Declarations. The maximum we will pay for all "claims" under this Coverage Part is the Annual Aggregate Limit of Liability stated in the Declarations, regardless of the number of "claims". If the applicable Limit of Liability for this Coverage Part is exhausted, the premium for this Coverage Part shall be deemed fully earned. "Claim expenses" shall be part of, and not in addition to, the Limits of Liability. Payment of "claim expenses" by us shall reduce each Limit of Liability. B. We shall pay "loss" in excess of the Deductible applicable to each "claim" as specified on the Declarations. C. All Deductibles shall be borne by the "insureds" at their own risk; they shall not be insured. D. The Deductible shall apply to "claim expenses" covered hereunder. If, any "claim expenses" are incurred by us prior to the "insured’s" complete payment of the Deductible, then the "insureds" shall reimburse us therefor upon our request. E. No Deductible shall apply to "loss" incurred by any "insured person" that an "insured entity" is not permitted by common or statutory law to indemnify, or is permitted or required to indemnify, but is not able to do so by reason of "financial insolvency". DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF the Effective Date in the Declarations, was the subject of any notice given under any other employment practices liability policy, management liability policy or other insurance policy which insures "wrongful acts" covered under this Coverage Part; 5. in connection with any "claim" based upon, arising from, or in any way related to the liability of others assumed by an "insured" under any contract or agreement; provided, however, this exclusion shall not apply to liability that would have been incurred in the absence of such contract or agreement; 6. for breach of any "independent contractor agreement"; or 7. for a lockout, strike, picket line, hiring of replacement workers or similar action in connection with any labor dispute, labor negotiation or collective bargaining agreement. B. We shall not pay "loss" in connection with any "claim" based upon, arising from, or in any way related to: 1. any claims for unpaid wages (including overtime pay), workers’ compensation benefits, unemployment compensation, disability benefits, or social security benefits; 2. any actual or alleged violation of the Worker Adjustment and Retraining Notification Act, the National Labor Relations Act, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, "ERISA", or any similar law; or 3. any "wage and hour Violation" Provided, however, that this exclusion B. shall not apply to that portion of "loss" that represents a specific amount the "insureds" become legally obligated to pay solely for a "wrongful act" of "retaliation". C. We shall not pay "loss" in connection with any "claim" based upon, arising from, or in any way related to liability incurred for breach of any oral, written, or implied employment contract; provided, however, that this exclusion shall not apply to liability that would have been incurred in the absence of such contract nor shall it apply to the portion of "loss" representing "claim expenses" incurred to defend against such liability. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF without limitation, rights under any workers compensation laws, the Family and Medical Leave Act, "ERISA", or the Americans with Disabilities Act; 2. refusing to violate any law; 3. assisting, testifying, or cooperating with a proceeding or investigation regarding alleged violations of law by any "insured"; 4. disclosing or threatening to disclose alleged violations of law to a superior or to any governmental agency; or 5. filing any whistle blower claim against any "insured" under the federal False Claims Act, the Sarbanes-Oxley Act of 2002, or any similar law. CC."Stock benefits" means any offering, plan or agreement between an "insured entity" and any "employee" that grants stock, stock options or stock appreciation rights in the "insured entity" to such person, including, without limitation, restricted stock or any other stock grant. "Stock benefits" shall not include employee stock ownership plans or employee stock purchase plans. DD."Subsidiary" means any: 1. corporation in which and so long as the "named insured" owns or controls, directly or indirectly, more than 50% of the outstanding securities representing the right to vote for the election of the board of directors of such corporation; 2. limited liability company in which and so long as the "named insured" owns or controls, directly or indirectly, the right to elect, appoint or designate more than 50% of such entity’s managing members; 3. a "controlled partnership"; 4. corporation operated as a joint venture in which and so long as the "named insured" owns or controls, directly or indirectly, exactly 50% of the issued and outstanding voting stock and which, pursuant to a written agreement with the owner(s) of the remaining issued and outstanding voting stock of such corporation, the "named insured" solely controls the management and operation of such corporation; or 5. foundation, charitable trust or political action committee in which and so long as such entity or organization is controlled by the "named insured" or any "subsidiary" as defined in 1. through 4. above. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF or training; d. employment-related invasion of privacy, defamation, or misrepresentation; or e. an "employee data privacy wrongful act". M. "ERISA" means the Employee Retirement Income Security Act of 1974. N. "Extradition costs" means reasonable and necessary fees and expenses directly resulting from a "claim" in which an "insured person" lawfully opposes, challenges, resists or defends against any request for the extradition of such "insured person" from his or her current country of employ and domicile to any other country for trial or otherwise to answer any criminal accusation, including the appeal of any order or other grant of extradition of such "insured person". O. "Financial insolvency" means the status of an "insured entity" as a result of: 1. the appointment of any conservator, liquidator, receiver, rehabilitator, trustee, or similar official to control, supervise, manage or liquidate such "insured entity"; or 2. such "insured entity" becoming a "debtor in possession". P. "Independent contractor" means any natural person working in the capacity of an independent contractor pursuant to an "independent contractor agreement". Q. "Independent contractor agreement" means any express contract or agreement between an "independent contractor" and an "insured entity" specifying the terms of the "insured entity’s" engagement of such "independent contractor". R. "Insured entity" means: 1. the "named insured"; or 2. any "subsidiary". "Insured entity" shall include any such entity as a "debtor in possession". "Insured entity" shall also include any such entity in its capacity as a general partner of a "controlled partnership". S. "Insured person" means any: 1. "Employee"; 2. "Manager"; or DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF States and under the Human Resource policy of the "insured entity". I. "Employee" means any natural person who was, is or shall become a(n): 1. employee of an "insured entity" including any part time, seasonal, temporary, leased, or loaned employee; or 2. volunteer or intern with an "insured entity". J. "Employee data privacy wrongful act" means: 1. the failure to prevent any unauthorized access to or use of data containing "Private Employment Information" of any "Employee" or applicant for employment with the "Insured Entity" including any such failure that directly results in a violation with respect to the privacy of such "Employee’s" or applicant’s medical information under the Health Insurance Portability and Accountability Act (HIPAA) or credit information under the Fair Credit Reporting Act (FCRA); or 2. the failure to notify any "employee" or applicant for employment with the "insured entity" of any actual or potential unauthorized access to or use of "private employment information" of any "employee" or applicant for employment with the "insured entity", if such notice was required by state or federal regulation or statute. K. "Employment practices claim" means any: 1. written demand for monetary damages or other civil non-monetary relief commenced by the receipt of such demand, including, without limitation, a written demand for employment reinstatement; 2. civil proceeding, including an arbitration or other alternative dispute resolution proceeding, commenced by the service of a complaint, filing of a demand for arbitration, or similar pleading; or 3. formal administrative or regulatory proceeding, including, without limitation, a proceeding before the Equal Employment Opportunity Commission or similar governmental agency, commenced by the filing of a notice of charges, formal investigative order or similar document; by or on behalf of an "employee", an applicant for employment with an "insured entity", or an "independent contractor". DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF overhead or benefit expenses associated with any "insureds"; b. any fees, expenses or costs which are incurred by or on behalf of a party which is not a covered "insured"; or c. any fees, expenses or costs which were incurred prior to the date on DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF regardless of whether any such "claim" for a "wage and hour violation" is made during the "policy period" or the Extended Reporting Period, if applicable. All other terms and conditions of this Coverage Part remain unchanged. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF such case, your coverage for terrorism losses may be reduced on a pro-rata basis in accordance with procedures established by the Treasury, based on its estimates of aggregate industry losses and our estimate that we will exceed our insurer deductible. In accordance with the Treasury's procedures, amounts paid for losses may be subject to further adjustments based on differences between actual losses and estimates. C. Application Of Exclusions The terms and limitations of any terrorism exclusion, the inapplicability or omission of a terrorism exclusion, or the inclusion of terrorism coverage, do not serve to create coverage for any loss which would otherwise be excluded under this Coverage Form or Policy, such as losses excluded by the Pollution Exclusion, Nuclear Hazard Exclusion and the War And Military Action Exclusion. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF information technology professionals; k. "Telecommunication services"; and l. "Telecommunication products". 2. web-related software and connectivity services performed for others; and 3. activities on the "named insured's" "computer system and network". DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF territories or possessions or Canada, this exclusion (4) applies only to "property damage" to such "nuclear facility" and any property thereat. 2. As used in this exclusion: a. "Byproduct material", "source material" and "special nuclear material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. b. "Computer system and network" means: (1) Leased or owned computer hardware including mobile, networked, and data storage computing equipment; (2) Owned or licensed software; (3) Owned websites; (4) Leased or owned wireless input and output devices; and (5) Electronic backup facilities and data storage repositories employed in conjunction with items 1 through 4 above. c. "Hazardous properties" include radioactive, toxic or explosive properties. d. "Nuclear facility" means: (1) Any "nuclear reactor"; (2) Any equipment or device designed or used for: (a) Separating the isotopes of uranium or plutonium; (b) Processing or utilizing "spent fuel"; or (c) Handling, processing or packaging "waste", DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF But if this policy specifically covers (by endorsement or in any other way) loss or damage caused by one or more of the following Perils: 1. Earthquake; 2. Flood; 5. The maintenance of any of such property or facilities. 3. Volcanic action; 4. Volcanic eruption; or This exception A. applies whether or not the property or facilities described above are: 5. Sinkhole collapse, this exception B. will not reduce that coverage. 1. Covered under this policy; or As used in this exception B.: 2. On or away from the covered premises. Form IH 10 01 09 86 Printed in U.S.A. Page 1 of 2 Copyright, Hartford Fire Insurance Company, 1986 DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Fees and expenses for an attorney approved by us for: (1) Defending any civil suit brought against an "identity recovery insured" by a creditor or collection agency or entity acting on behalf of a creditor for non-payment of goods or services or default on a loan as a result of an "identity theft"; and (2) Removing any civil judgment wrongfully entered against an "identity recovery insured" as a result of the "identity theft." e. Lost Wages Actual lost wages of the "identity recovery insured" for time reasonably and necessarily take away from work and away from the work premises. Time away from work includes partial or whole work days. Actual lost wages may include payment for vacation days, discretionary days, floating holidays and paid personal days. Actual lost wages does not include sick days or any loss arising from time taken away from self employment. Necessary time off does not include time off to do tasks that could reasonably have been done during non- working hours. f. Child and Elder Care Expenses Actual costs for supervision of children or elderly or infirm relatives or dependents of the "identity recovery insured" during time reasonably and necessarily taken away from such supervision. Such care must be provided by a professional care provider who is not a relative of the "identity recovery insured". g. Mental Health Counseling Actual costs for counseling from a licensed mental health professional. Such care must be provided by a professional care provider who is not a relative of the "identity recovery insured". DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF E. The following additional conditions are added to Section F. – Property General Conditions and apply to this coverage: CONDITIONS 1. Assistance and Claims For assistance, the "identity recovery insured" should call the Identity Recovery Help Line at 1-888-772-1798. The Identity Recovery Help Line can provide the "identity recovery insured" with: a. Information and advice for how to respond to a possible "identity theft"; and b. Instructions for how to submit a service request for Case Management Service and/or a claim form for Expense Reimbursement Coverage. In some cases, we may provide Case Management services at our expense to an "identity recovery insured" prior to a determination that a covered "identify theft" has occurred. Our provision of such services is not an admission of liability under the policy. We reserve the right to deny further coverage or service if, after investigation, we determine that a covered "identify theft" has not occurred. As respects Expense Reimbursement Coverage, the "identity recovery insured" must send to us, within 60 days after our request, receipts, bills or other records that support his or her claim for "identity recovery expenses." 2. Services The following conditions apply as respects any services provided by us or our designees to any "identity recovery insured" under this endorsement: a. Our ability to provide helpful services in the event of an "identity theft" depends on the cooperation, permission and assistance of the "identity recovery insured." DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF not such "identity theft" began or continued during the period of coverage. 5. An "identity theft" that is not reported to us within 60 days after it is first discovered by the "identity recovery insured." 6. An "identity theft" that is not reported in writing to the police. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Property; which take place in a 12-month period (starting with the beginning of the present annual policy period). With respect to a particular occurrence of loss which results in "fungi", wet or dry rot, bacteria or virus, we will not pay more than the total of $50,000 unless a higher Limit of Insurance is shown in the Declarations, even if the "fungi", wet or dry rot, bacteria, or virus continues to be present or active, or recurs, in a later policy period. d. The coverage provided under this Limited Coverage does not increase the applicable Limit of Insurance on any Covered Property. If a particular occurrence results in loss or damage by "fungi", wet rot, dry rot, bacteria or virus, and other loss or damage, we will not pay more, for the total of all loss or damage, than the applicable Limit of Insurance on the affected Covered Property. If there is covered loss or damage to Covered Property, not caused by "fungi", wet rot, dry rot, bacteria or virus, loss payment will not be limited by the terms of this Limited Coverage, except to the extent that "fungi", wet or dry rot, bacteria or virus causes an increase in the loss. Any such increase in the loss will be subject to the terms of this Limited Coverage. e. The terms of this Limited Coverage do not increase or reduce the coverage for Water Damage provided under provision B.1.h., Exclusion – Water Damage of the Standard Property Coverage Form or Additional Coverage provision A.5.n., Water Damage, Other Liquid, Powder or Molten Material Damage of the Special Property Coverage Form. f. The following applies only if a Time Element Coverage applies to the "scheduled premises" and only if the suspension of "operations" satisfies all the terms and conditions of the applicable Time Element Coverage. (1) If the loss which resulted in "fungi", wet or dry rot, bacteria or virus does not in itself necessitate a suspension of "operations", but such suspension is necessary due to loss or damage to DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF (2) To the extent that coverage is provided in the Additional Coverage – Limited Coverage for "Fungi", Wet Rot, Dry Rot, Bacteria and Virus with respect to loss or damage by a cause of loss other than fire or lightning. This exclusion applies whether or not the loss event results in widespread damage or affects a substantial area. B. The following Additional Coverage is added to Paragraph A.4. of the Standard Property Coverage Form or Paragraph A.5. of the Special Property Coverage Form, and applies to the optional coverage form SS 04 41, Computers and Media and SS 04 45, Personal Property of Others and form: DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: b. The Internet; 2. Paragraphs f. and g. of the definition of "personal and advertising injury" are deleted and replaced by the following: "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: f. Copying, in your "advertisement" or on "your web site", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement" or on "your web site"; or 3. The following is added to the definition of "personal and advertising injury": As used in this definition, oral, written or electronic publication includes publication of material in your care, custody or control by someone not authorized to access or distribute that material. 4. The following definition is added: "Your web site" means a web page or set of interconnected web pages prepared and maintained by you, or by others on your behalf, for the purposes of promoting your goods or services, that is accessible over a computer network. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF c. Modified after manufacture to be controlled directly by a person from within or on the aircraft. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF "auto" or watercraft that is owned or operated by or rented or loaned to any insured. Paragraph g. (2) does not apply to: (a) A watercraft while ashore on premises you own or rent; (b) A watercraft you do not own that is: (i) Less than 51 feet long; and (ii) Not being used to carry persons for a charge; (c) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (d) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF We will not pay for any loss or damage in any case of: 1. Concealment or misrepresentation of a material fact; or 2. Fraud committed by you or any other insured at anytime and relating to coverage under this policy. 4. The following is added and supersedes any other provision to the contrary: Nonrenewal If we decide not to renew this policy, we will mail through first-class mail to the first Named Insured shown in the Declarations written notice of the nonrenewal at least 45 days before the expiration date, or its anniversary date if it is a policy written for a term of more than one year or with no fixed expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF in any form) by any person, even if such activity is characterized as "theft"; (3) Errors or omissions in programming or processing "electronic data"; (4) Errors or deficiency in design, installation, maintenance, repair or modification of your computer system or any computer system or network to which your system is connected or on which your system depends (including "electronic data"); (5) Manipulation of your computer system, including "electronic data", by an employee, volunteer worker or contractor, for the purpose of diverting or destroying "electronic data" or causing fraudulent or illegal transfer of any property; DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data. D. Sub-subparagraph 7.b.(1) Other Insurance of Section E. Liability and Medical Expenses General Conditions is deleted and replaced with the following: b. Excess Insurance (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Wrap Up Insurance or similar coverage for "your work". E. Subparagraph 17. c. "Personal and Advertising Injury" of Section G, Liability and Medical Expenses Definitions is deleted and replaced with the following: "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; F. Subparagraph 17.h. of Section G, Liability and Medical Expenses Definitions deleted. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information.This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. B. Subparagraph 1.r. of Section B. Exclusions is deleted and replaced with the following: r. Employment-Related Practices "Personal and advertising injury" to: (1) A person arising out of any "employment– related practices"; or DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. – Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF is available to an additional insured is described in the Other Insurance Condition in Section E. – Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured – Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured – Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured – Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured – Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision – Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. – Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. – Coverages. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products- completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co- "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You – Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. - Liability And Medical Expenses Limits Of Insurance. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. – Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an "advertisement" or other content on your web site; DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". l. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. – Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. – Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF sinking or collapse of land into underground empty spaces created by the action of water on limestone or dolomite. It does not include the cost of filling sinkholes. b. Falling objects does not include loss of or damage to: (1) Personal property in the open; or (2) The interior of a building or structure, or property inside a building or structure, unless the roof or an outside wall of the building or structure is first damaged by a falling object. c. Water damage means accidental discharge or leakage of water or steam as the direct result of the breaking or cracking of any part of a system or appliance containing water or steam. 20. "Suit" means a civil proceeding and includes: a. An arbitration proceeding in which damages are claimed and to which you must submit or do submit with our consent; or b. Any other alternative dispute resolution proceeding in which damages are claimed and to which you submit with our consent. 21. “Tenant Improvements and Betterments” means fixtures, alterations, installations or additions made a part of the Building you occupy but do not own and that you cannot legally remove; and a. Which are made at your expense; or b. That you acquired from the prior tenant at your expense. 22. “Theft” means the act of stealing. 23. "Valuable papers and records" means inscribed, printed or written documents, manuscripts or records, including abstracts, books, deeds, drawings, films, maps or mortgages. But "valuable papers and records" does not mean "money" and "securities", "data" and "software" or the materials on which the "data" and "software" is recorded. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF "computer’s" memory, on "software" or on "media". 5. "Finished Stock" means stock you have manufactured. "Finished Stock" does not include stock you have manufactured that is held for sale on the premises of any retail outlet insured under this policy. 6. "Manager" means a person serving in a directorial capacity for a limited liability company. 7. "Media" means the material used solely with the "computer" or "peripheral device" upon which "software" or "data" is stored, such as tapes, CD-ROMs or disks. 8. "Member" means an owner of a limited liability company represented by its membership interest, who also may serve as a "manager". 9. “Messenger” means you, any any of your partners or any employee while having care and custody of the property outside your premises. 10. "Money" means: a. Currency, coins and bank notes whether or not in current use; and b. Travelers checks, registered checks and money orders held for sale to the public. 11. "Operations" means your business activities occurring at the "scheduled premises" and tenantability of the "scheduled premises". 12. "Period of Restoration" means the period of time that: a. Begins with the date of direct physical loss or physical damage caused by or resulting from a Covered Cause of Loss at the "scheduled premises", and b. Ends on the date when: (1) The property at the "scheduled premises" should be repaired, rebuilt or replaced with reasonable speed and similar quality; (2) The date when your business is resumed at a new, permanent location. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF 2. Mortgage Holders a. The term mortgage holder includes trustee. b. We will pay for covered physical loss of or physical damage to buildings or structures to each mortgage holder shown in the Declarations in their order of precedence, as interests may appear. c. The mortgage holder has the right to receive loss payment even if the mortgage holder has started foreclosure or similar action on the building or structure. d. If we deny your claim because of your acts or because you have failed to comply with the terms of this policy, the mortgage holder will still have the right to receive loss payment if the mortgage holder: (1) Pays any premium due under this policy at our request if you have failed to do so; (2) Submits a signed, sworn statement of loss within 60 days after receiving notice from us of your failure to do so; and (3) Has notified us of any change in ownership, occupancy or substantial change in risk known to the mortgage holder. All of the terms of this policy will then apply directly to the mortgage holder. e. If we pay the mortgage holder for any physical loss or physical damage and deny payment to you because of your acts or because you have failed to comply with the terms of this policy: (1) The mortgage holder's rights under the mortgage will be transferred to us to the extent of the amount we pay; and (2) The mortgage holder's rights to recover the full amount of the mortgage holder's claim will not be impaired. At our option, we may pay to the mortgage holder the whole principal on the mortgage plus any accrued interest. In this event, your mortgage and note will be transferred to us and you will pay your remaining mortgage debt to us. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF terms of this policy; and (2) (a) We have reached agreement with you on the amount of loss, or (b) An appraisal award has been made. h. The following condition applies to any loss payment for Extra Expense: We will deduct from the total Extra Expense to be paid: (1) The salvage value that remains of any property bought for temporary use during the Period of Restoration, once business operations are resumed; and (2) Any Extra Expense that is paid for by other insurance. 6. Recovered Property If either you or we recover any property after loss settlement, that party must give the other prompt notice. At your option, you may retain the property. But then you must return to us the amount we paid to you for the property. We will pay recovery expenses and the expenses to repair the recovered property, subject to the Limits of Insurance. 7. Resumption of Operations In the event of physical loss or physical damage at the "scheduled premises" you must resume all or part of your "operations" as quickly as possible. We will reduce the amount of your: a. Business Income loss, other than Extra Expense, to the extent you can resume your "operations", in whole or in part, by using damaged or undamaged property (including merchandise or stock) at the "scheduled premises" or elsewhere. b. Extra Expense loss to the extent you can return "operations" to normal and discontinue such Extra Expense. 8. Vacancy a. Description of Terms (1) As used in this Vacancy Condition, the term building and the term vacant have the meanings set forth in Paragraphs. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF (5) “Tenants' Improvements and Betterments” at: (a) Replacement cost if you make repairs promptly. (b) A proportion of your original cost if you do not make repairs promptly. We will determine the proportionate value as follows: (i) Multiply the original cost by the number of days from the physical loss or physical damage to the expiration of the lease; and (ii) Divide the amount determined in (i) above by the number of days from the installation of improvements to the expiration of the lease. If your lease contains a renewal option, the expiration of the renewal option period will replace the expiration of the lease in this procedure. (c) Nothing, if others pay for repairs or replacement. (6) "Valuable Papers and Records", at the cost of: (a) Blank materials for reproducing the records; and (b) Labor to transcribe or copy the records. (7) "Money" and "Securities": (a) "Money" at its face value; and (b) "Securities" at their value at the close of business on the day the loss is discovered. (8) The value of United States Government Internal Revenue taxes and custom duties and refundable state and local taxes paid or fully determined on the following property held for sale will not be considered in determining the value of Covered Property: (a) Distilled spirits; (b) Wines; DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF settlement of the claim. j. Resume part or all of your "operations" as quickly as possible. 4. Legal Action Against Us No one may bring a legal action against us under this insurance unless: a. There has been full compliance with all of the terms of this insurance; and b. The action is brought within 2 years after the date on which the direct physical loss or physical damage occurred. 5. Loss Payment In the event of physical loss or physical damage covered by this policy: a. At our option we will either: (1) Pay the value of physically lost or physically damaged property, as described in paragraph d. below; (2) Pay the cost of repairing or replacing the physically lost or physically damaged property, plus any reduction in value of repaired items; (3) Take all or any part of the property at an agreed or appraised value; or (4) Repair, rebuild or replace the property with other property of like kind and quality. b. We will give notice of our intentions within 30 days after we receive the sworn statement of loss. c. We will not pay you more than your financial interest in the Covered Property. d. We will determine the value of Covered Property as follows: (1) At replacement cost (without deduction for depreciation), except as provided in (2) through (7) below. (a) You may make a claim for physical loss or physical damage covered by this insurance on an actual cash value basis instead of on a replacement cost basis. In the event you elect to have physical loss or physical damage settled on an actual cash value basis, you may still make a claim on a DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Extensions is $250, whether the coverage is provided under this coverage form, provided on a separate coverage form or the coverage is provided in a form that includes a package of coverages, such as a Stretch endorsement: a. Accounts Receivable; b. Fine Arts c. Outdoor Signs; and d. "Valuable Papers and Records"; 5. Unless a separate deductible is shown in the Declarations, the deductible applicable to the following Additional Coverages or Coverage Extensions is $100, whether the coverage is provided under this coverage form, provided on a separate coverage form or the coverage is provided in a form that includes a package of coverages, such as a Stretch endorsement: a. Employee Dishonesy; and b. Temperature Change. 6. No deductible applies to the following Coverage Extensions and Additional Coverages: a. Fire Extinguisher Recharge; b. Preservation of Property; c. Fire Department Service Charge; d. Business Income, Extra Expense, Civil Authority and Extended Business Income; e. Arson Reward; and f. Lock and Key Replacement 6. The Deductible applicable to the following Additional Coverages is the policy deductible or the deductible shown in the Declarations for the following coverage: a. Equipment Breakdown; b. Ordinance or Law Coverage; and c. Leasehold Improvements. 7. Each deductible applicable to this policy shall be applied separately but only to the coverage specified, and the total deductible for all losses in any one occurrence shall be the highest deductible amount that applies to the occurrence. E. PROPERTY LOSS CONDITIONS 1. Abandonment There can be no abandonment of any property to us. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF electrical equipment. C. LIMITS OF INSURANCE 1. The most we will pay for physical loss or physical damage in any one occurrence is the applicable Limit of Insurance shown in the Declarations. 2. The most we will pay for physical loss of or physical damage to outdoor signs attached to buildings is $5,000 per sign in any one occurrence. 3. The limits applicable to: a. Coverage Extensions; and b. The following Additional Coverages: (1) Accounts Receivable, (2) Fire Department Service Charges, (3) Fire Extinguisher Recharge, and (4) "Pollutants and Contaminants” Clean Up and Removal are in addition to the Limits of Insurance. 4. Payments under the following Additional Coverages will not increase the applicable Limit of Insurance: a. Preservation of Property; or b. Debris Removal; but if: (1) The sum of direct physical loss or physical damage and Debris Removal expense exceeds the Limit of Insurance; or (2) The Debris Removal expense exceeds the amount payable under the 25% limitation in the Debris Removal Additional Coverage. We will pay up to an additional $10,000 for each location stated in the Declarations in any one occurrence under the Debris Removal Additional Coverage. 5. Building Limit - Automatic Increase a. The Limit of Insurance for Buildings will automatically increase annually by 8%. b. The amount of increase will be: (1) The Limit of Insurance for Buildings that applied on the most recent of the policy DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF the "specified causes of loss", building glass breakage or Equipment Breakdown Accident results, we will pay for that resulting physical loss or physical damage. d. Frozen Plumbing: Water, other liquids, powder or molten material that leaks or flows from plumbing, heating, air conditioning or other equipment (except fire protective systems) caused by or resulting from freezing, unless: (1) You do your best to maintain heat in the building or structure; or (2) You drain the equipment and shut off the supply if the heat is not maintained. e. Dishonesty: Dishonest or criminal act by you, any of your partners, "members", officers, "managers", employees, directors, trustees, authorized representatives or anyone to whom you entrust the property for any purpose: (1) Acting alone or in collusion with others; or (2) Whether or not occurring during the hours of employment. This exclusion does not apply to acts of destruction by your employees; but theft by employees is not covered. f. False Pretense: Voluntary parting with any property by you or anyone else to whom you have entrusted the property if induced to do so by any fraudulent scheme, trick, device or false pretense. g. Exposed Property: Rain, snow, ice or sleet to personal property in the open, except as provided in the Coverage Extension for Outdoor Property. h. Collapse: Collapse, except as provided in the Additional Coverage for Collapse. But if loss or damage by a Covered Cause of Loss results at the "scheduled premises", we will pay for that resulting loss or damage. i. Pollution: We will not pay for loss or damage caused by or resulting from the discharge, dispersal, seepage, migration, release or escape of "pollutants and DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF matter. That does not cause direct physical loss or physical damage to Covered Property. b. Governmental Action Seizure or destruction of property by order of governmental authority. But we will pay for acts of destruction ordered by governmental authority and taken at the time of a fire to prevent its spread, if the fire would be covered under this policy. c. Nuclear Hazard Nuclear reaction or radiation, or radioactive contamination however caused. But if physical loss or physical damage by fire results, we will pay for that resulting physical loss or physical damage. d. Power Failure The failure of power or other utility service supplied to the "scheduled premises", however caused, if the failure occurs away from the "scheduled premises". Failure includes lack of sufficient capacity and reduction in supply necessary to maintain normal operations. But if physical loss or physical damage by a Covered Cause of Loss results, we will pay for that resulting physical loss or physical damage. e. War and Military Action (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. f. Water (1) Flood, including the accumulation of surface water, waves, tides, tidal waves, overflow of streams or any other bodies of water, or their spray, all whether driven by wind or not; DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF applies to Building to apply to such property that is temporarily at a location you do not own, lease or operate. This Extension applies only if physical loss or physical damage is caused by or resulting from a Covered Cause of Loss. This Extension does not apply to property in course of transit. The most we will pay in any one occurrence under this coverage extension is $5,000. (2) You may extend the insurance that applies to Business Personal Property to apply to such property, other than Accounts Receivable, "money" and "securities" while: (a) In the course of transit and more than 1,000 feet from the "scheduled premises". Property must be in or on, but not permanently attached to or installed in, a motor vehicle you own, lease or operate while between points in the coverage territory; or (b) Temporarily at a premises you do not own, lease or operate. (c) At a premises owned, leased, operated or used by you and the Business Personal Property is a vending machine. (d) In or on, but not permanently attached to or installed in, motor vehicles operated by your employees in the course of your business operations. (e) On temporary public display, or while being used at fairs, exhibitions, expositions, or trade shows or while in transit to and from these temporary sites. The most we will pay in any one occurrence under this Extension is $2,500. i. Valuable Papers and Records - Cost of Research You may extend the insurance that applies to Business Personal Property to apply to your costs to research, replace or restore the lost information on lost or damaged ‘’valuable papers and records’’, for which duplicates do not exist. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF (2) You may extend the insurance that applies to Business Personal Property to apply to: (a) Property at any premises you acquire or construct; (b) Business Personal Property, including such property that you newly acquire, located at your newly constructed building, or (c) Business Personal Property that you newly acquire, located at the "scheduled premises". This extension does not apply to: (a) Personal Property that you temporarily acquire in the course of installing or performing work on such property; (b) Personal property of others that you temporarily acquire in the course of your wholesaling activity. (c) Merchandise held for sale, except as provided under Paragraph C.6. Business Personal Property Limit – Seasonal Increase. The most we will pay in any one occurrence for direct physical loss or physical damage under this Extension is $250,000 at each premises. (3) You may extend the insurance that applies to Business Income and Extra Expense to apply to newly acquired or constructed locations. The most we will pay in any one occurrence under this Extension is $50,000. (4) If Covered Property is moved to a new premises endorsed onto this policy, from a "scheduled premises" being endorsed off this policy, the Limit of Insurance applicable to that vacated premises will apply proportionately to both premises as the property is moved. This coverage applies to up to 180 days after the move begins or upon completion of the move, whichever is sooner. This coverage does not apply to Business Personal Property while in transit. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF carrier for hire. (b) Alteration, falsification, concealment or destruction of records of accounts receivable done to conceal the wrongful giving, taking or withholding of "money," "securities," or other property. This exclusion applies only to the extent of the wrongful giving, taking or withholding. (c) Bookkeeping, accounting or billing errors or omissions. (d) Electrical or magnetic injury, disturbance or erasure of electronic recordings. But we will pay for direct physical loss or physical damage caused by Lightning. (e) Voluntary parting with any property by you or anyone entrusted with the property if induced to do so by any fraudulent scheme, trick, device or false pretense. (f) Unauthorized instructions to transfer property to any person or to any place. (4) We will not pay for direct physical loss or physical damage that requires any audit of records or any inventory computation to prove its factual existence. (5) The most we will pay in any one occurrence for direct physical loss of or physical damage to your accounts receivable at each “scheduled premises” is $25,000. (6) The most we will pay in any one occurrence for direct physical loss of or physical damage to accounts receivables away from the “scheduled premises”, including while in transit, is $25,000. b. Arson and “Theft” Reward (1) In the event that a covered fire loss was the result of an act of arson, we will reimburse you for rewards you pay for information leading to convictions for that act of arson. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF the effects "pollutants." (7) The definition of Business Income contained in the Business Income Additional Coverage also applies to this Business Income From Dependent Properties Additional Coverage. t. Tenant Glass This Additional Coverage applies only to premises where you are a tenant and are responsible in the lease for such damage. We will cover loss to glass, which is in your care, custody or control and for which the lease holds you responsible. The glass must be part of a building described in the Declarations or at a location that would be included in Coverage Extension b. Newly Acquired or Constructed Property. The most that we will pay in any one occurrence for each location under this Additional Coverage is $25,000. u. Leasehold Improvements If your lease is cancelled in accordance with a valid lease provision as the direct result of a Covered Cause of Loss to property at the location in which you are a tenant, and you cannot legally remove “Tenant Improvements and Betterments”, we will extend Business Personal Property coverage to apply to the unamortized value of “Tenants Improvement and Betterment” that remain and that you were forced to abandon. The most we will pay in any one occurrence for loss under this Additional Coverage is $25,000. v. Lease Assessment Your Business Personal Property is extended to apply to your share of any assessment charged to all tenants by the building owner as a result of direct physical damage caused by or resulting from a Covered Cause of Loss to building property you occupy as agreed to in your written lease agreement. We will pay no more than $2,500 in any one occurrence for this Additional Coverage. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF "operations" produces a Business Income loss payable under this policy, we will pay for the actual loss of Business Income you incur during the period that: (a) Begins on the date property is actually repaired, rebuilt or replaced and "operations" are resumed; and (b) Ends on the earlier of: (i) The date you could restore your "operations" with reasonable speed, to the condition that would have existed if no direct physical loss or damage occurred; or (ii) 30 consecutive days after the date determined in (1)(a) above. Loss of Business Income must be caused by direct physical loss or physical damage at the "scheduled premises" caused by or resulting from a Covered Cause of Loss. (2) With respect to the coverage provided in this Additional Coverage, suspension means: (a) The partial slowdown or complete cessation of your business activities; and (b) That a part or all of the "scheduled premises" is rendered untenantable as a result of a Covered Cause of Loss. s. Business Income from Dependent Properties (1) We will pay for the actual loss of Business Income you sustain due to direct physical loss or physical damage at the premises of a dependent property caused by or resulting from a Covered Cause of Loss. The most we will pay under this Additional Coverage is $5,000 in any one occurrence unless a higher Limit of Insurance is indicated in the Declarations. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF (1) We will pay reasonable and necessary Extra Expense you incur during the "period of restoration" that you would not have incurred if there had been no direct physical loss or physical damage to property at the "scheduled premises", including personal property in the open (or in a vehicle) within 1,000 feet, caused by or resulting from a Covered Cause of Loss. (2) With respect to the requirements set forth in the preceding paragraph, if you occupy only part of the site at which the “scheduled premises” are located, your “scheduled premises” also means: (a) The portion of the building which you rent, lease or occupy; and (b) Any area within the building or on the site at which the “scheduled premises” are located, but only if that area services, or is used to gain access to, the “scheduled premises”. (3) Extra Expense means expense incurred: (a) To avoid or minimize the suspension of business and to continue "operations": (i) At the "scheduled premises"; or (ii) At replacement premises or at temporary locations, including: (aa)Relocation expenses; and (bb)Cost to equip and operate the replacement or temporary location, other than those costs necessary to repair or to replace damaged stock and equipment. (b) To minimize the suspension of business if you cannot continue "operations". (c) (i) To repair or replace any property; or DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF physical damage by a Covered Cause of Loss, we will pay for any direct physical loss of or physical damage to that property: (1) While it is being moved or while temporarily stored at another location; and (2) Only if the direct physical loss or physical damage occurs within 45 days after the property is first moved. m. Theft Damage to Building This Additional Coverage applies only to premises where you are a tenant and are responsible in the lease for physical loss or physical damage to the building you lease, rent, or occupy that is caused by or results from “theft”, burglary or robbery. We will pay for direct physical loss or physical damage directly resulting from “theft”, burglary or robbery (except loss by fire or explosion) to a building: (1) You occupy, including personal property that is used to maintain or service the building; or (2) Containing covered personal property if you are legally liable for such physical loss or physical damage. But we will not pay for such physical loss of or physical damage to property that is away from the "scheduled premises". n. Water Damage, Other Liquid, Powder or Molten Material Damage If direct physical loss or physical damage caused by or resulting from covered water or other liquid, powder or molten material damage loss occurs, we will also pay the cost to tear out and replace any part of the building or structure to repair damage to the system or appliance from which the water or other substance escapes. We will not pay the cost to repair any defect that caused the direct physical loss or physical damage except as provided in paragraph A.5.c., Equipment Breakdown of this coverage form. But we will pay the cost to repair or replace damaged parts of fire extinguishing equipment if the damage: (1) Results in discharge of any substance from an automatic fire protection system; or DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Building property, including loss caused by enforcement of an ordinance or law, than: (i) The amount you actually spend to repair, rebuild or reconstruct the Building, but not for more than the amount it would cost to restore the Building on the same premises; and (ii) The amount it would cost to restore the undamaged portion to the same height, floor area, style and comparable quality of the original property insured. (c) If Replacement Cost or the Building(s) Full Value Endorsement applies and the property is not repaired or replaced, or if Actual Cash Value applies, then we will not pay more for physical loss of or physical damage to designated Building property, including loss caused by enforcement of an ordinance or law, than the lesser of: (i) The Actual Cash Value of the Building at the time of loss; or (ii) The Limit of Insurance applicable to the covered Building property stated in Paragraph A.5.j.(1)(a). (4) Additional Limitation – Demolition Cost We will not pay more than the lesser of: (a) The amount actually spent to demolish and clear the site of the “scheduled premises”; or (b) The applicable Demolition Cost Limit of Insurance as stated in Paragraph A.5.j.(1)(b). (5) Additional Limitation – Increased Cost of Construction The insurance provided under this Additional Coverage for increased cost of construction is limited as follows: (a) We will not pay: DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF that any such ordinance or law resulting in this type of loss: (i) Regulates the construction or repair of buildings, or establishes zoning or land use requirements at the “scheduled premises”; and (ii) Is in force at the time of the loss. The most we will pay in any one occurrence for this coverage is $25,000 as a Limit of Insurance. Demolition Cost (b) The cost to demolish and clear the site of undamaged parts of the property caused by enforcement of a building, zoning or land use ordinance or law. The most we will pay in any one occurrence for this coverage is $25,000 as a Limit of Insurance. Increased Cost of Construction (c) The increased cost to repair, rebuild or reconstruct the covered property, caused by enforcement of a building, zoning or land use ordinance or law. The most we will pay in any one occurrence for this coverage is $25,000 as a Limit of Insurance. “Tenants Improvements and Betterment” (d) The increased cost to repair, rebuild or reconstruct “tenant’s improvements and betterments” caused by enforcement of building, zoning or land use ordinance or law. The most we will pay in any one occurrence for this coverage is $25,000 as a Limit of Insurance. (2) Additional Exclusions We will not pay under this Additional Coverage for: (a) The enforcement of any ordinance or law which requires the demolition, repair, replacement, reconstruction, remodeling or DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF (2) If you are sued for refusing to pay any Covered Instrument on the basis that it has been forged or altered, and you have our written consent to defend against the “suit”, we will pay for any reasonable expenses that you incur and pay in that defense. (3) We will pay for loss resulting directly from your having accepted in good faith, in exchange for merchandise, "money" or services: (a) Money orders, including counterfeit money orders, of any United States or Canadian post office, express company or national or state (or Canadian) chartered bank that are not paid upon presentation; and (b) Counterfeit United States or Canadian paper currency. (4) The most we will pay in any one occurrence, including legal expenses, under this Additional Coverage is $5,000, unless a higher Limit of Insurance is shown in the Declarations. g. Glass Expense We will pay for necessary expenses incurred to: (1) Put up temporary plates or board up openings if repair or replacement of damaged glass is delayed; (2) Repair or replace encasing frames; and (3) Remove or replace obstructions when repairing or replacing glass that is part of a building. This does not include removing or replacing window displays. h. Lock and Key Replacement We will pay up to $1,000 in any one occurrence for the re-keying of locks or the repair or replacement of locks at "scheduled premises" following the theft or the attempted theft of keys by burglars. i. Money and Securities (1) We will pay for loss of "money" and "securities" used in your business while DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF "suit" including actual loss of earnings up to $100 a day because of time off from work; (iv) All costs taxed against you in any "suit" we defend; (v) Prejudgment interest awarded against you on that part of the judgment we pay. If we make an offer to pay the applicable Limit of Insurance, we will not pay any prejudgment interest based on that period of time after the offer; and (vi) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the Limit of Insurance shown in the Declarations. These payments will not reduce the Limit of Insurance shown in the Declarations. (e) Business Income and Extra Expense Extension The Business Income and Extra Expense Additional Coverages are extended to provide coverage for a tenant who has a loss of income from the lack of heating, cooling or power as a result of equipment breakdown to mechanical, electrical or pressure equipment of the building owner. (f) If Equipment Breakdown Property requires replacement due to an Equipment Breakdown Accident, we will pay your additional cost to replace it with equipment that is better for the environment, safer or more efficient than the equipment being replaced. However, we will not pay more than 125% of what the cost would have been to repair or replace with property of DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF event inside such boilers or equipment. Equipment Breakdown Property means Covered Property built to operate under vacuum or pressure, other than weight of contents, or used for the generation, transmission or utilization of energy. The following is not Equipment Breakdown Property: (a) Any structure, foundation, cabinet, compartment or air supported structure building; (b) Any insulating or refractory material; (c) Any sewer piping, any underground vessels or piping, any piping forming a part of a sprinkler system, water piping other than boiler feed water piping, boiler condensate return piping, or water piping forming a part of a refrigerating or air conditioning system; (d) Any vehicle or any equipment mounted on a vehicle. As used here, vehicle means any machine or apparatus that is used for transportation or moves under its own power. Vehicle includes, but is not limited to, car, truck, bus, trailer, train, aircraft, watercraft, forklift, bulldozer, tractor or harvester. However, any property that is stationary, permanently installed at a “scheduled premises” and that receives electrical power from an external power source will not be considered a vehicle. (e) Any equipment manufactured by you for sale. (2) Coverage Extensions The following coverage extensions apply only to direct physical loss or physical damage caused by or resulting from an Equipment Breakdown Accident: DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF Cause of Loss listed in Paragraphs (2)(b) through (2)(f), we will pay for direct physical loss of or physical damage to the property listed below, but only if such physical loss or physical damage is a direct result of the collapse of a building insured under this policy, and the property is property covered under this policy: (a) Awnings; gutters and downspouts; yard fixtures; outdoor swimming pools; piers, wharves and docks; beach or diving platforms or appurtenances; retaining walls; walks, roadways and other paved surfaces. (4) If personal property abruptly falls down or caves in and such collapse is not the result of collapse of a building, we will pay for loss or damage to Covered Property caused by such collapse of personal property only if (a) The collapse was caused by a cause of loss listed in Paragraphs (2)(a) through (2)(f) of this Additional Coverage; (b) The personal property which collapses is inside a building; and (c) The property which collapses is not of a kind listed in Paragraph (3) above, regardless of whether that kind of property is considered to be personal property or real property. The coverage stated in this Paragraph (4) does not apply to personal property if marring or scratching is the only damage to that personal property caused by the collapse. Collapse of personal property does not mean cracking, bulging, sagging, bending, leaning, settling, shrinkage or expansion. (5) This Additional Coverage, Collapse, will not increase the Limits of Insurance provided in this policy. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF enters; or (b) The direct physical loss or physical damage is caused by or results from thawing of snow, sleet, or ice on the building or structure. b. Pets and animals are covered only if: (1) They are inside the building; and (2) They are owned by others and boarded by you, or owned by you and held for sale or sold but not delivered. And then we will pay only if they are killed, stolen, or their destruction is made necessary by a "specified cause of loss". c. For direct physical loss or physical damage by “theft”, the following types of property are covered only up to the limits shown: (1) $2,500 for furs, fur garments and garments trimmed with fur; (2) $5,000 for jewelry, watches, watch movements, jewels, pearls, precious and semi-precious stones, bullion, gold, silver, platinum and other precious alloys or metals. This limit does not apply to jewelry and watches worth $500 or less per item; (3) $2,500 for patterns, dies, molds and forms; and (4) $500 for stamps, lottery tickets held for sale and letters of credit. d. Unless specifically provided under a separate endorsement and with a specific Limit of Insurance indicated in the Declarations, we will not pay for direct physical loss of or physical damage to "perishable stock" caused by or resulting from: (1) A change in temperature or humidity resulting from: (a) Mechanical breakdown or failure of: (i) Stationary heating plants; or (ii) Refrigerating, cooling, or humidity control apparatus or equipment; (b) Artificially generated electric current, including electric arcing, that disturbs electrical devices, appliances or wires; or (c) Complete or partial failure of electric power on your "scheduled premises". (2) Contamination by refrigerant. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF business operations; (3) Property of others that is in your care, custody or control; (4) “Tenant Improvements and Betterments”; and (5) Leased personal property for which you have contractual responsibility to insure, unless otherwise provided for under Personal Property of Others. 2. Property Not Covered Covered Property does not include: a. Aircraft, automobiles, motor trucks and other vehicles subject to motor vehicle registration; b. Automobiles held for sale; c. "Money”, bullion, numismatic and philatelic property and bank notes or "securities" except as provided in any Additional Coverages or Optional Coverages. Lottery tickets held for sale and postage stamps in current use and having face value are not "securities". d. Contraband, or property in the course of illegal transportation or trade; DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF b. Will be the payee for any return premiums we pay. 2. The premium shown in the Declarations was computed based on rates in effect at the time the policy was issued. If applicable, on each renewal, continuation or anniversary of the effective date of this policy, we will compute the premium in accordance with our rates and rules then in effect. 3. With our consent, you may continue this policy in force by paying a continuation premium for each successive one-year period. The premium must be: a. Paid to us prior to the anniversary date; and b. Determined in accordance with Paragraph 2. above. Our forms then in effect will apply. If you do not pay the continuation premium, this policy will expire on the first anniversary date that we have not received the premium. 4. Changes in exposures or changes in your business operation, acquisition or use of locations that are not shown in the Declarations may occur during the policy period. If so, we may require an additional premium. That premium will be determined in accordance with our rates and rules then in effect. J. Transfer Of Rights Of Recovery Against Others To Us Applicable to Property Coverage: If any person or organization to or for whom we make payment under this policy has rights to recover damages from another, those rights are transferred to us to the extent of our payment. That person or organization must do everything necessary to secure our rights and must do nothing after loss to impair them. But you may waive your rights against another party in writing: 1. Prior to a loss to your Covered Property; or 2. After a loss to your Covered Property only if, at time of loss, that party is one of the following: DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF of such taxes. b. 10 days before the effective date of cancellation if we cancel for nonpayment of premium. c. 30 days before the effective date of cancellation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named Insured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is canceled, we will send the first Named Insured any premium refund due. Such refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF However, if aggregate industry insured losses under TRIA exceed $100 billion in a calendar year, the Treasury shall not make any payment for any portion of the amount of such losses that exceeds $100 billion. The United States government has not charged any premium for their participation in covering terrorism losses. DocuSign Envelope ID: D80D5B9D-7E2F-4C1B-AE3F-EA3DCA1447DF