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Home My WebLink AboutInsurance liability form for Seatle Pipe Trades project - City of Renton Bayley Job 16187 _Liab.pdf1 of 33 BAYLCONS (SMV01) CERTIFICATE HOLDER © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS WC STATU-TORY LIMITS OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe underDESCRIPTION OF OPERATIONS below (Mandatory in NH)OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 06/22/2017 Parker, Smith & Feek, Inc. 2233 112th Avenue NE Bellevue, WA 98004 425-709-3600 425-709-7460 Liberty Mutual Fire Insurance Company Bayley Construction, LP 8005 SE 28th St. Mercer Island, WA 98040 Liberty Insurance Corporation Aspen Specialty Insurance Company A X 1,000,000 X TB2Z91444206026 12/31/2016 12/31/2017 300,000 5,000 1,000,000 2,000,000 2,000,000 A 1,000,000 X X AS2Z91444206016 12/31/2016 12/31/2017 B 10,000,000 X X 10,000,000 10,000 TH7Z91444206056 12/31/2016 12/31/2017 A X 12/31/2016 12/31/2017 1,000,000 WC2Z91444206046 ** WC: AZ,CA,CO,ID,MT,NV,NM,OR, UT - WA Stop Gap 1,000,000 1,000,000 C Combined Pollution / Professional Liability X ERAF14A16 12/31/2016 X 12/31/2017 2,000,000 ea occ/2,000,000 agg Bayley Job 16187 - Seattle Area Plumbing and Pipefitting Industry Journeyman & Apprenticeship Training Trust, United Association of Plumbers and Pipefitters, Local 32 and City of Renton are included as an additional insured and coverage is primary and non-contributory on the general liability, auto liability, excess liability, pollution liability policies per the attached endorsements/forms. Waiver of subrogation applies on the general liability, auto liability, excess liability, pollution liability and workers compensation liability per the attached endorsements/forms. CANCELS AND REPLACES PREVIOUSLY ISSUED CERTIFICATE. City of Renton 1055 S. Grady Way Renton, WA 98057 2 of 33 BAYLCONS (SMV01) 19 Mobile Only those "aulos" that are land vehicles and that would qualify under the definrtion Equipmenl of "mobile equipment" under this policy if they were nol subject to a compulsory or Subject To financial responsibilrty law or other motor vehicle insurance taw where they are Compulsory Or licensed or principally garaged. Financial Responsibilrty Or Other Motor Vehicle Insurance Law Only B. Owned Autos You Acquire After The Policy SECTION II Begins COVERAGE 1. If Symbols 1, 2, 3. 4, 5, 6 or 19 are entered next lo a coverage in Item Two of the Declarations, then you have coverage for "autos" that you acquire ofthe lype described forthe remainder ofthe policy period. 2, But if Symbol 7 is entered next lo a coverage in rtem Two of the Declaralions, an "auto" you acquire will be a covered "auto" for that coverage only if: a. We already cover all "aulos" that you own for that coverage or ft replaces an "auto" you previously owned that had lhat coverage; and b. You tell us wrthin 30 days after you acquire rt that you want us to cover rt for lhat coverage. C. Certain Trailers, IVbbile Equipment And Temporary Substitute Autos If Covered Autos Liabilrty Coverage is provided by this Coverage Form, the following types of vehicles are also covered "autos" for Covered Autos Liabilrty Coverage: 1. "Trailers" wrth a load capacrty of 2,000 pounds or less designed primarily for travel on public roads. 2. "Mobile equipmenl" while being carried or towed by a covered "auto". 3. Any "auto" you do not own while used wrth the permission of rts owner as a lemporary substrtute for a covered "auto" you own that is out of semce because of rts: a. Breakdown; b. Repair; c. Servicing; d. "Loss"; or e. Destruction. COVERED AUTOS LIABILITY Coverage We will pay all sums an "insured" legally must pay as damages because of "bodily injury" or "property damage" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use ofa covered "auto". We will also pay all sums an "insured" legally must pay as a "covered pollution cost or expense" to which this insurance applies, caused by an "accident" and resulting from the ownership, maintenance or use of covered "autos". However, we will only pay for the "covered pollution cost or expense" if there is erther "bodily injury" or "property damage" to which this insurance applies that is caused by the same "accident". We have the right and duty to defend any "insured" againsi a "surt" asking for such damages or a "covered pollution cost or expense". However, we have no duly lo defend any "insured" against a "surt" seeking damages for "bodily injury" or "property damage" or a "covered pollution cost or expense" lo which this insurance does not apply. We may investigate and settle any claim or "surt" as we consider appropriate. Our duly lo defend or settle ends when the Covered Aulos Liabilfty Coverage Limft of Insurance has been exhausied by payment ofjudgments or settlements. 1. Who Is An Insured The following are "insureds": a. You for any covered "auto". b. Anyone else while using wrth your permission a covered "auto" you own, hire or borrow except: (1)The owner or anyone else from whom you hire or borrow a covered "auto". This exception does nol apply if the covered "auto" is a "trailer" connected lo a covered "auto" you own. Page 2 of 12 Insurance Services Office, Inc., 2011 CAOO 01 1013 3 of 33 BAYLCONS (SMV01) (2) Your "employee" "ffthe covered "auto" is owned by lhat "employee" or a member of his or her household. (3) Someone using a covered "auto" while he or she is working in a business of selling, servicing, repairing, parking or storing "aulos" unless that business is yours. (4) Anyone other lhan your "employees", partners (if you are a partnership), members (if you are a limrted liabilfty company) or a lessee or borrower or any of their "employees", while moving property lo or from a covered "auto". (5) A partner (ifyou are a partnership) or a member ijf you are a limrted liabilrty company) for a covered "auto" owned by him or her or a member of his or her household. c. Anyone liable for the conduct of an "insured" described above but only lo the extent of that liabilrty. 2. Coverage Extensions a. Supplementary Payments We will pay for the "insured": (1) All expenses we incur. (2) Up to $2,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (3) The cost of bonds lo release attachments in any "surt" against the "insured" we defend, but only for bond amounts wrthin our Limrt of Insurance. (4) All reasonable expenses incurred by the "insured" al our request including actual loss of earnings up to $250 a day because of time off from work. (5) All court costs taxed againsi the "insured" in any "surt" againsi the "insured" we defend. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the "insured". (6) All interest on the full amount of any judgment that accrues after entry of the judgment in any "surt" against the "insured" we defend, but our duty to pay interest ends when we have paid, offered to pay or deposrted in court the part of the judgmeni lhat is wfthin our Limrt of Insurance. These payments will not reduce the Limft of Insurance. b. Out-of-state Coverage Extensions While a covered "aulo" is away from the state where rt is licensed, we will: (1) Increase the Limrt of Insurance for Covered Autos Liabilrty Coverage to meel the limrts specified by a compulsory or financial responsibilrty law of the jurisdiction where the covered "aulo" is being used. This extension does not apply to the limrt or limrts specified by any law governing motor carriers of passengers or property. (2) Provide the minimum amounls and lypes of other coverages, such as no-fault, required of out-of-state vehicles by the jurisdiction where the covered "auto" is being used. We will not pay anyone more lhan once for the same elements of loss because of these extensions. B. Exclusions This insurance does not apply to any of the following: 1. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". 2. Contractual Liabilrty assumed under any contract or agreement Bul this exclusion does not apply to liabilrty for damages: a. Assumed in a contract or agreemenl that is an "insured conlract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement or b. That the "insured" would have in the absence ofthe contract or agreement 3. Workers' Compensation Any obligation for which the "insured" or the "insured's" insurer may be held liable under any workers' compensation, disabilrty benefrts or unemployment compensation law or any similar law. CAOO 01 1013 © Insurance Services Office, Inc.. 2011 PageSof 12 4 of 33 BAYLCONS (SMV01) 4. Loss Payment • Physicat Damage Coverages At our opiion, we may: a. Pay for, repair or replace damaged or stolen property; b. Return the stolen property, at our expense. We wilt pay for any damage that resutts to the "aulo" from the theft; or c. Take all or any part of the damaged or stolen property at an agreed or appraised vatue. tf we pay for the "toss", our payment witt include the applicabte sates tax for the damaged or stolen property. 5. Transfer Of Rights Of Recovery Against Others To Us tf any person or organization lo or for whom we make paymenl under this Coverage Form has rights lo recover damages from another, those rights are transferred to us. That person or organizaiion must do everything necessary lo secure our righls and must do nothing after "accident" or "toss" to impair them. B. Generat Conditions 1. Bankruptcy Bankruptcy or insolvency ofthe "insured" or the "insured's" estate will not relieve us of any obligations underthis Coverage Form. 2. Concealment Msrepresentation Or Fraud This Coverage Form is void in any case of fraud by you at any time as rt relates lo this Coverage Form, rt is also void if you or any other "insured", al any time, intentionally conceals or misrepresents a material fact conceming: a. This Coverage Form; b. The covered "auto"; c. Your interest in the covered "auto"; or d. A claim underthis Coverage Form. 3. Liberalization If we revise this Coverage Form lo provide more coverage wrthout addftional premium charge, your poticy witt automatically provide the addrtional coverage as of the day the revision is effective in your stale. 4. No Benefit To Bailee - Physical Damage Coverages We wilt not recognize any assignment or grant any coverage for the benefrt of any person or organization holding, storing or Iransporting property for a fee regardless of any other provision ofthis Coverage Form. 5. Other Insurance a. For any covered "auto" you own, this Coverage Form provides primary insurance. For any covered "auto" you dont own, the insurance provided by this Coverage Form is excess over any olher colleclible insurance. However, white a covered "auto" which is a "trailer" is connected to another vehicle, the Covered Aulos Liabilrty Coverage this Coverage Form provides for the "trailer" is: (1) Excess while rt is connected to a motor vehicte you do nol own; or (2) Primary white rt is connected lo a covered "auto" you own. b. For Hired Auto Physical Damage Coverage, any covered "auto" you lease, hire, rent or borrow is deemed to be a covered "aulo" you own. However, any "auto" that is leased, hired, rented or borrowed wrth a driver is not a covered "auto". c. Regardless of the provisions of Paragraph a. above, this Coverage Form's Covered Autos Liabilrty Coverage is primary for any liabilrty assumed under an "insured contract". d. When this Coverage Form and any olher Coverage Form or policy covers on the same basis, erther excess or primary, we will pay only our share. Our share is the proportion that the Limrt of Insurance of our Coverage Form bears to the tolal of the limrts of all the Coverage Forms and policies covering on the same basis. 6. Premium Audit a. The estimated premium for this Coverage Form is based on the exposures you told us you would have when this policy began. We will compute the final premium due when we determine your actual exposures. The estimated total premium will be credrted against the finat premium due and the first Named Insured wilt be billed for the balance, if any. The due date for the final premium or retrospective premium is the dale shown as the due date on the bill. Ifthe estimated total premium exceeds the final premium due. the first Named Insured will get a refund. b. If this policy is issued for more lhan one year, ttie premium for this Coverage Form will be computed annually based on our rates or premiums in effect al the beginning of each year of the policy. CAOOOl 1013 Insurance Services Office, Inc., 2011 Page 9 of 12 5 of 33 BAYLCONS (SMV01) CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 POLICY NUMBER: AS2Z91444206016 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization whom you agreed in writing as an additional insured, but only for the coverge and minimum limits of insurance required by the written agreement, and in no event to exceed either the scope of coverage or the limits of insurance provided in this policy. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II – Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I – Covered Autos Coverages of the Auto Dealers Coverage Form. 6 of 33 BAYLCONS (SMV01) AS2Z91444206016 7 of 33 BAYLCONS (SMV01) LC 04 43 05 12 © 2012 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 9 Policy Number TB2Z91444206026 Issued by Liberty Mutual Fire Insurance Company THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ENHANCEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Index of modified items: Item 1. Reasonable Force Item 2. Non-Owned Watercraft Extension Item 3. Damage To Premises Rented To You - Expanded Coverage Item 4. Bodily Injury To Co-Employees Item 5. Health Care Professionals As Insureds Item 6. Knowledge Of Occurrence Item 7. Notice Of Occurrence Item 8. Unintentional Errors And Omissions Item 9. Bodily Injury Redefinition Item 10. Supplementary Payments – Increased Limits Item 11. Property In Your Care, Custody Or Control Item 12. Mobile Equipment Redefinition Item 13. Newly Formed Or Acquired Entities Item 14. Blanket Additional Insured Where Required By Written Contract Lessors of Leased Equipment Managers or Lessors of Premises Mortgagees, Assignees or Receivers Owners, Lessees or Contractors Architects, Engineers or Surveyors Any Person or Organization Item 15. Blanket Additional Insured – Grantors Of Permits Item 16. Waiver Of Right Of Recovery By Written Contract Or Agreement Item 17. Other Insurance Amendment Item 18. Contractual Liability - Railroads Item 1. Reasonable Force Exclusion a. of Section I - Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: a. Expected Or Intended Injury "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. Item 2. Non-Owned Watercraft Extension Paragraph (2) of Exclusion g. of Section I - Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: (2) A watercraft you do not own that is: 8 of 33 BAYLCONS (SMV01) LC 04 43 05 12 © 2012 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 9 (a) Less than 55 feet long; and (b) Not being used to carry persons or property for a charge; Item 3. Damage To Premises Rented To You - Expanded Coverage A. The final paragraph of 2. Exclusions of Section I - Coverage A - Bodily Injury And Property Damage Liability is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III - Limits Of Insurance. B. Paragraph 6. of Section III – Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning, explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner. The Damage To Premises Rented To You Limit is the greater of: a. $300,000; or b. The Damage To Premises Rented To You Limit shown on the Declarations. C. Paragraph 9.a. of the definition of "insured contract" in Section V – Definitions is replaced by the following: 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, explosion or subsequent damages resulting from such fire, lightning or explosion including water damage to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract". D. The paragraph immediately following Paragraph (6) of exclusion j. of Section I – Coverage A – Bodily Injury And Property Damage Liability is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning or explosion or subsequent damages resulting from such fire, lightning or explosion including water damage) 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 III – Limits of Insurance. Item 4. Bodily Injury To Co-Employees A. Paragraph 2. of Section II - Who Is An Insured is amended to include: Each of the following is also an insured: Your supervisory or management "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)) are insureds while in the course of their employment or while performing duties related to the conduct of your business with respect to "bodily injury": (1) To you; (2) To your partners or members (if you are a partnership or joint venture); 9 of 33 BAYLCONS (SMV01) LC 04 43 05 12 © 2012 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 9 (3) To your members (if you are a limited liability company); or (4) To a co-"employee" or "volunteer worker" while that co-"employee" or "volunteer worker" is either in the course of his or her employment by you or while performing duties related to the conduct of your business (including participation in any recreational activities sponsored by you). 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)) or "volunteer workers" are insureds while in the course of their employment or while performing duties related to the conduct of your business for a Good Samaritan Act that results in "bodily injury": (1) To you; (2) To your partners or members (if you are a partnership or joint venture); (3) To your members (if you are a limited liability company); or (4) To a co-"employee" or "volunteer worker" while that co-"employee" or "volunteer worker" is either in the course of his or her employment by you or while performing duties related to the conduct of your business (including participation in any recreational activities sponsored by you). A Good Samaritan Act means an attempt to rescue or aid a person in imminent or serious peril, provided the attempt is not recklessly made. However, none of these "employees" (including supervisory or management "employees”) or "volunteer workers" are insureds for the providing or failure to provide professional health care services. B. The insurance provided by this Item 4. will not apply if the injured person’s sole remedy for such injury is provided under a workers' compensation law or any similar law. C. Other Insurance The insurance provided by this Item 4. is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis. Item 5. Health Care Professionals As Insureds A. Paragraphs 2.a.(1)(a) and (d) of Section II - Who Is An Insured do not apply to "bodily injury" or "personal and advertising injury" arising out of the providing of or failure to provide professional health care services by any "employee" or "volunteer" of the Named Insured who is a "designated health care provider" if the "bodily injury" or "personal and advertising injury" occurs in the course and scope of the "designated health care provider’s" employment by the Named Insured. B. With respect to "employees" and "volunteer workers" providing professional health care services, the following exclusions are added to Paragraph 2. Exclusions of Section I – Coverage A – Bodily Injury And Property Damage Liability and Paragraph 2. Exclusions of Section I – Coverage B – Personal And Advertising Injury Liability: This insurance does not apply to: (1) Liability assumed under an "insured contract" or any other contract or agreement; (2) Liability arising out of the providing of professional health care services in violation of law; (3) Liability arising out of the providing of any professional health care services while in any degree under the influence of intoxicants or narcotics; 10 of 33 BAYLCONS (SMV01) LC 04 43 05 12 © 2012 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 9 (4) Liability arising out of any dishonest, fraudulent, malicious or knowingly wrongful act or failure to act; or (5) Punitive or exemplary damages, fines or penalties. C. The following definition is added to Section V - Definitions: "Designated health care provider" means any "employee" or "volunteer worker" of the Named Insured whose duties include providing professional health care services, including but not limited to doctors, nurses, emergency medical technicians or designated first aid personnel. D. Other Insurance The insurance provided by this Item 5. is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis. Item 6. Knowledge Of Occurrence Knowledge of an "occurrence" by your agent, servant or "employee" will not in itself constitute knowledge by you unless your "executive officer" or "employee" or other third party designated by you to notify us of "occurrences" has knowledge of the "occurrence". Item 7. Notice Of Occurrence For purposes of Paragraph 2.a. of Section IV - Conditions, you refers to an "executive officer" of the Named Insured or to the "employee" designated by the insured to give us notice. Item 8. Unintentional Errors And Omissions Unintentional failure of the Named Insured to disclose all hazards existing at the inception of this policy shall not be a basis for denial of any coverage afforded by this policy. However, you must report such an error or omission to us as soon as practicable after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non- renewal. Item 9. Bodily Injury Redefinition The definition of "bodily injury" in Section V - Definitions is replaced by the following: "Bodily injury" means: a. Bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time; and b. Mental anguish, shock or humiliation arising out of injury as defined in Paragraph a. above. Mental anguish means any type of mental or emotional illness or distress. Item 10. Supplementary Payments - Increased Limits Paragraphs 1.b. and 1.d. of Section I - Supplementary Payments - Coverages A And B, are replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit" including substantiated loss of earnings up to $500 a day because of time off from work. 11 of 33 BAYLCONS (SMV01) LC 04 43 05 12 © 2012 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 9 Item 11. Property In Your Care, Custody Or Control A. Paragraphs (3) and (4) of exclusion j. of Section I – Coverage A – Bodily Injury and Property Damage Liability only apply to: 1. "Property damage" to borrowed equipment, or 2. "Property damage" to property in your care, custody and control while in transit. B. This insurance does not apply to any portion of a loss for which the insured has available any other valid and collectible insurance, whether primary, excess, contingent, or on any other basis, unless such other insurance was specifically purchased by the insured to apply in excess of this policy. C. Limits of Insurance Subject to Paragraphs 2., 3., and 5. of Section III – Limits Of Insurance, the most we will pay for insurance provided by Paragraph A., above is: $10,000 Each Occurrence Limit $25,000 Aggregate Limit The Each Occurrence Limit for this coverage applies to all damages as a result of any one "occurrence" regardless of the number of persons or organizations who sustain damage because of that "occurrence". The Aggregate Limit is the most we will pay for the sum of all damages under this Item 11. Item 12. Mobile Equipment Redefinition The definition of "Mobile Equipment" in Section V – Definitions is amended to include self-propelled vehicles with permanently attached equipment less than 1000 pounds gross vehicle weight that are primarily designed for: (1) Snow removal; (2) Road Maintenance, but not construction or resurfacing; or (3) Street cleaning. Item 13. Newly Formed Or Acquired Entities Paragraph 3. of Section II – Who Is An Insured is replaced by the following: 3. Any organization, other than a partnership or joint venture, you newly acquire or form and over which you maintain majority ownership or majority interest will qualify as a Named Insured if there is no other similar insurance available to that organization. a. Coverage under this provision is afforded only until: (1) The 180th day after you acquire or form the organization; (2) Separate coverage is purchased for the organization; or (3) The end of the policy period, whichever is earlier. 12 of 33 BAYLCONS (SMV01) LC 04 43 05 12 © 2012 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 9 b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. Item 14. Blanket Additional Insured Where Required By Written Contract Paragraph 2. of Section II - Who Is An Insured is amended to add the following: e. Additional Insured by Written Contract or Written Agreement The following are insureds under the policy when you have agreed in a written contract or written agreement to provide them coverage as additional insureds under your policy: (1) Lessors of Leased Equipment: The person(s) or organization(s) from whom you lease 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). (2) Managers or Lessors of Premises: Any manager or lessor of premises leased to you in which the written lease agreement obligates you to procure additional insured coverage. The coverage afforded to the additional insured is limited to liability in connection with the ownership, maintenance or use of the premises leased to you and caused, in whole or in part, by some negligent acts or omissions of you, your "employees", your agents or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured’s sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out the additional insured’s sole negligence. This insurance does not apply to: (a) Any "occurrence" which takes place after you cease to be a tenant in that premises or to lease that land; or (b) Any premises for which coverage is excluded by endorsement. (3) Mortgagees, Assignees or Receivers: Any person(s) or organization(s) with respect to their liability as mortgagee, assignee or receiver and arising out of the ownership, maintenance or use of your premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. (4) Owners, Lessees or Contractors: any person(s) or organization(s) to whom you are obligated by a written agreement to procure additional insured coverage, 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 your "employees", your agents, or your subcontractors, in the performance of your ongoing operations. This insurance does not apply to "bodily injury", "property damage", or "personal and advertising injury" arising out of "your work" included in the "products-completed operations hazard" unless you are required to provide such coverage for the additional insured by the written agreement, and then only for the period 13 of 33 BAYLCONS (SMV01) LC 04 43 05 12 © 2012 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 9 of time required by the written agreement and only for liability caused, in whole or in part, by your acts or omissions or the acts or omissions of your "employees", your agents, or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured’s sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out the additional insured’s sole negligence. 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: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. (5) Architects, Engineers or Surveyors: any architect, engineer, or surveyor engaged by you 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. 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 failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. (6) Any Person or Organization Other Than a Joint Venture: Any person or organization (other than a joint venture of which you are a member) for whom you are obligated by a written agreement to procure additional insured coverage, 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 premises owned by you. This insurance does not apply to: 1. Any construction, renovation, demolition or installation operations performed by or on behalf of you, or those operating on your behalf; 2. Any person or organization whose profession, business or occupation is that of an architect, surveyor or engineer with respect to liability arising out of the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs, specification or the performance of any other professional services by such person or organization; or 3. Any person or organization more specifically covered in Paragraphs e.(1) through (5) above. 14 of 33 BAYLCONS (SMV01) LC 04 43 05 12 © 2012 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 9 The insurance afforded to any person or organization as an insured under this Paragraph 2.e.: (1) Applies only to coverage and minimum limits of insurance required by the written agreement or written contract, but in no event exceeds either the scope of coverage or the limits of insurance provided by this policy; (2) Does not apply to any person or organization for any "bodily injury", "property damage" or "personal and advertising injury" if any other additional insured endorsement attached to this policy applies to that person or organization with regard to the "bodily injury", "property damage" or "personal and advertising injury"; (3) Applies only if the "bodily injury" or "property damage" occurs, or offense giving rise to "personal and advertising injury" is committed, subsequent to the execution of the written agreement; and (4) Applies only if the written agreement is in effect at the time the "bodily injury" or "property damage" occurs, or at the time the offense giving rise to the "personal and advertising injury" is committed. Item 15. Blanket Additional Insured – Grantors Of Permits Paragraph 2. of Section II - Who Is An Insured is amended to add the following: Any state, municipality or political subdivision with respect to any operations performed by you or on your behalf, or in connection with premises you own, rent or control and to which this insurance applies, for which the state, municipality or political subdivision has issued a permit. However, this insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state, municipality or political subdivision; 2. Any "bodily injury" or "property damage" included within the "products-completed operations hazard", except when required by written contract or agreement initiated prior to loss; or 3. "Bodily injury", "property damage" or "personal and advertising injury", unless negligently caused, in whole or in part, by you or those acting on your behalf. Item 16. Waiver Of Right Of Recovery By Written Contract Or Agreement The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery because of payments we make under this policy for injury or damage arising out of your ongoing operations or "your work" included in the "products-completed operations hazard" that we may have against any person or organization with whom you have agreed in a written contract or agreement to waive your rights of recovery but only if the "bodily injury" or "property damage" occurs, or offense giving rise to "personal and advertising injury" is committed subsequent to the execution of the written contract or agreement. Item 17. Other Insurance Amendment If you are obligated under a written agreement to provide liability insurance on a primary, excess, contingent, or any other basis for any person or organization that qualifies as an additional insured on this policy, this policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV – Conditions will not apply. Where the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV – Conditions will govern. However, this insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured by attachment of an endorsement to another policy providing coverage for the same "occurrence", claim or "suit". 15 of 33 BAYLCONS (SMV01) LC 04 43 05 12 © 2012 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 9 Item 18. Contractual Liability – Railroads Paragraph 9. of Section V - Definitions is replaced by the following: 9. "Insured Contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, 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 failing to render professional services, including those listed in Paragraph (1) above and supervisory, inspection, architectural or engineering activities. 16 of 33 BAYLCONS (SMV01) Includes copyrighted material of Insurance Services Office, Inc.,ASPER114 1211 with its permission. Copyright, Aspen Specialty, 2011 ofPage CONTRACTORS PROFESSIONAL PROTECTIVE POLLUTION POLICY Notice: Coverage Section 1. is Claims Made and Reported coverage and This Policy contains other provisions which restrict coverage and are unique. SOME PROVISIONS REQUIRE IMMEDIATE NOTICE TO THE INSURER and some coverage depends upon when costs are incurred. The insured must read the entire Policy carefully to determine rights, duties and what is and is not covered hereunder. Bold face terms are defined terms as set forth in Clause IX. of this Policy, and other terms are defined elsewhere in the Policy. Bold headings appear solely for convenience and are not part of the terms or conditions of this Policy. In consideration of payment of premium when due and in reliance upon the application, only those purchased Coverage Sections as set forth in Item 7.of the Declarations are applicable and the insurer shall apply such coverage as follows: CLAUSE I. INSURING AGREEMENTS It is a condition precedent to coverage under this Policy, hereby included under all Insuring Agreements and Coverage Sections of this Policy that: (i) all factors or matters giving rise to coverage under this Policy including without limitation wrongful acts, claims, pollution conditions or imminent threats thereof must be reported in accordance with Clause III. of this Policy; and (ii) the insurer is obligated to pay loss resulting from any claim, only to the extent that the insured is legally obligated to pay such claim. INSURING AGREEMENT A. COVERAGE SECTIONS 1.Professional Coverage – Claims Made and Reported It is a further condition precedent to coverage under this Coverage Section 1. that during the policy period: (i) any wrongful act must be first discovered by a responsible insured and first reported to the insurer; and (ii) solely as respects any coverage for a claim, the claim must be first made against the insured and first reported to the insurer. a.Professional Services The insurer will pay on behalf of the insured, professional loss resulting from a claim for a wrongful act committed on or after the retroactive date. b.First Party Protective Indemnity The insurer will indemnify the insured for protective loss incurred by the insured resulting from a protective indemnity claim provided that the subject design services are performed on or after the retroactive date. This insurance shall apply as excess of the design professional’s insurance. 2.Pollution Coverage – Occurrence Incurred It is a further condition precedent to coverage under this Coverage Section 2. that: (i) any bodily injury, property damage, environmental damage or environmental crisis must occur during the policy period; and (iii) any pollution condition or imminent threat thereof must be unexpected and unintended from the standpoint of the insured. a.Legal Liability The insurer will pay on behalf of the insured the pollution loss incurred by the insured as a result of claims for bodily injury, property damage or environmental damage resulting from a pollution condition: (i) caused by covered operations, completed operations, transportation; or (ii) on, at, under, or migrating from or through any insured location or non-owned site. Provided, solely as respects any insured location, the pollution condition must be discovered by the insured no later than 15 calendar days after the date of commencement and reported to the insurer no later than 45 business days after the date of commencement. 1 14 17 of 33 BAYLCONS (SMV01) Includes copyrighted material of Insurance Services Office, Inc.,ASPER114 1211 with its permission. Copyright, Aspen Specialty, 2011 ofPage b.First Party Protection The insurer will pay on behalf of the insured any emergency response cost or crisis cost incurred by insured and resulting from a pollution condition or imminent threat thereof reported to the insurer no later than the 15 calendar days after the date of commencement. Provided, solely crisis cost is not loss and shall not erode the aggregate limit of liability. INSURING AGREEMENT B. AUTOMATIC COVERAGE EXTENSIONS Subject to any and all limits, conditions, exclusions, and terms of coverage applicable under Insuring Agreement A. and in excess of any remaining applicable Deductible there under, the insurer agrees to extend coverage to the following: 1. Executive Indemnity Pollution loss incurred directly by any executive officer and resulting from a pollution condition or imminent threat thereof otherwise subject to coverage under Coverage Section 1., provided no other insured is required or permitted to indemnify such person for such loss and no other insurance is applicable to such loss. In the event other insurance or indemnity is applicable to such loss, then this insurance shall apply as excess insurance as provided in Clause VI. of this Policy. 2.Green Up-Grade Green up-grade cost accompanying any restoration cost covered under Coverage Section 1. 3.Parental Indemnity Pollution loss incurred directly by any entity that owns or controls more than 50% of the first named insured resulting from a pollution condition, or imminent threat thereof, otherwise subject to coverage under Coverage Section 1.,providedno other insurance is applicable to such pollution loss. If other insurance is applicable to such loss, then this insurance shall apply as excess insurance as provided in Clause VI. of this Policy. 4.Supplemental Legal Expense Supplementary payment incurred by the insured resulting from a pollution condition or wrongful act covered under this Policy. Supplementary payment is not loss and shall not erode the aggregate limit of liability, except as otherwise provided in this Policy as respects any additional insured or obligations assumed under any insured contract. 5. ADA and FHA Expense Americans with Disabilities Act of 1990 (ADA) or the Fair Housing Act (FHA) regulatory or administrative actions reimbursement expenses incurred by the insured resulting from the insured’s response to regulatory or administrative actions brought against it during the policy period by a governmental authority with applicable jurisdiction; provided the regulatory or administrative action must result from a wrongful act otherwise subject to coverage under Insuring Agreement A., and be reported in writing to the insurer prior to the insured incurring any attorney’s fees or other reimbursement expenses. 6. Rectification of Wrongful Act Indemnification of the insured for direct costs and expenses incurred by the insured with the advance express written consent of the insurer to mitigate or rectify a wrongful act: (i) otherwise subject to coverage under Coverage Section 1.a.; and (ii) for which professional loss is imminent in absence of the insured’s undertaking of such mitigation or rectification action, as established by advance evidence provided to the insurer’s satisfaction in its sole discretion. Except for the indemnification provision under Coverage Extension 6.above, all amounts under Insuring Agreement B. shall be paid by the insurer on behalf of the insured. Further, all such amounts (except for supplementary payments) shall erode, are included in, and are not in addition to, the operative Coverage Section Limit of Liability applicable under Insuring Agreement A. Nothing in this Insuring Agreement B. shall increase any Limit of Liability except Coverage Extensions 5. and 6. which are subject to a separate applicable Limit of Liability as provided in Clause V. of this Policy. INSURING AGREEMENT C. DEFENSE AND SETTLEMENT Subject to any and all limits, conditions, exclusions, and terms of coverage applicable under the operative purchased Coverage Section in Insuring Agreement A. and in excess of any remaining applicable Deductible thereunder, the insurer agrees to provide defense as follows: 2 14 18 of 33 BAYLCONS (SMV01) Includes copyrighted material of Insurance Services Office, Inc.,ASPER114 1211 with its permission. Copyright, Aspen Specialty, 2011 ofPage 1. Defense a. The insurer has the right and duty to defend any claim subject to coverage under this Policy, even if false, fraudulent or groundless. Accordingly, the insurer shall pay all reasonable and necessary legal expenses in defense of any such claim. The insurer shall have no duty to assume defense of, or to continue to defend, any claim once the applicable Limit of Liability is exhausted and all duties to provide any defense under this Policy shall cease once the aggregate limit of liability is exhausted; provided legal expenses incurred in the defense of any claim are: (i) as respects Coverage Section 1., included in loss and erode the aggregate limit of liability; and (ii) as respects Coverage Section 2., not included in loss and shall not erode the aggregate limit of liability, except as otherwise provided in this Policy as respects any additional insureds or defense obligations assumed by the insured under any insured contract. b. Where the insured is legally entitled to select independent counsel in defense of such a claim, reasonable and necessary legal expenses shall be paid by the insurer as provided in subparagraph a. above in this Insuring Agreement C.; provided reasonable and necessary legal expenses for such independent counsel shall mean only those incurred: (i) for counsel qualified and experienced in defending claims similar to the subject pending claim; and (ii) at the rate which the insurer would actually pay for the defense of a similar claim in the subject community. Accordingly, any legal expense incurred for such independent counsel that does not meet the conditions precedent to coverage in (i) and (ii) above shall be at the sole expense of the insured. c. Where the insured is not legally entitled to independent counsel, the insurer has the right to appoint one counsel to defend all insureds in any claim to the extent permitted under applicable ethical requirements. 2.Settlement a. The insured has the right to consent to any monetary settlement recommendation made by the insurer for any claim. In the event of any such insured’s refusal to consent, the insurer’s duty to adjust, negotiate or defend such claim shall cease and the insurer’s liability for that claim shall not exceed the amount of the insurer’s settlement recommendation plus those reasonable and necessary legal expenses (incurred in accordance with Paragraph 1. of this Insuring Agreement C.) incurred up to the date of the subject settlement recommendation. b. In the event the insured and the insurer resolve any claim as a direct result of mediation (meaning an alternative non-binding dispute resolution process facilitated by a neutral third-party), the insurer shall reimburse, as soon as practicable to the first named insured, 50% of any applicable Deductible paid by such insured, up to a maximum of $50,000 per claim. CLAUSE II. EXCLUSIONS This Policy does not apply to any claim, loss, crisis cost, legal expense, or supplementary payment (or any other factor or matter asserted as giving rise to coverage under this Policy) arising from or related to: Bankruptcy Based upon or arising out of the bankruptcy or insolvency of any insured or of any other person, firm or organization. Contractual Liability Any obligation assumed by any insured in any contract or agreement. This Exclusion does not apply to obligations: (i) that the insured would have in the absence of the contract or agreement; or (ii) assumed in a contract or agreement that is an insured contract, provided the loss occurs subsequent to the execution of the contract or agreement. Notwithstanding any other provision of this Policy, such legal expense or supplementary payment obligations assumed by the insured under insured contracts shall be subject to coverage under this Policy only for those reasonable and necessary legal expenses or supplementary payments to the same extent as provided under Insuring Agreements B.4. and C., except that all such legal expense and supplementary payment shall be included in loss and shall erode the applicable Limits of Liability. Criminal Fines, Penalties and Assessments Any criminal fines, criminal penalties or criminal assessments. Damage to Insured’s Work Property damage to work performed by or on behalf of any insured caused by covered operations. This Exclusion is not applicable to claims arising from completed operations. 3 14 19 of 33 BAYLCONS (SMV01) Includes copyrighted material of Insurance Services Office, Inc.,ASPER114 1211 with its permission. Copyright, Aspen Specialty, 2011 ofPage Design Professional Legal Process Default The amount equal to any portion of loss awarded or assigned by any legal authority with appropriate binding jurisdiction due to failure by or on behalf of any design professional to appear or otherwise respond accordingly to any legal process or proceeding. This Exclusion shall not apply to such amount equal to the amount to which the insured would have been entitled if the design professional took the required legal action or response; provided it shall be the insured’ s duty to prove, to the satisfaction of the insurer in its sole discretion, the amount that it would have been so entitled to had the required legal action or response been so taken. Dishonest Acts Professional loss arising from any dishonest, fraudulent, criminal, intentional or malicious wrongful act or those of a knowingly wrong wrongful nature. This Exclusion shall not apply to an insured who did not commit, participate in, or have knowledge of such conduct. Employment Liability Any injury sustained by any person arising from their employment with the insured or any other liability of any insured arising from or related to workers’ compensation, employment liability, disability benefits, unemployment compensation or any similar obligation under any employment-related law. This Exclusion extends to any: (i) claim arising from blood, marital or other relation to any past or present employee of any insured and notwithstanding whether the subject insured may be liable as an employer or in any other capacity; and (ii) obligation to share damages with or repay someone else who must pay any damages for any such employment-related injury, liability or matter. This Exclusion does not apply to the insured’s liability for bodily injury assumed under an insured contract. Express Warranty or Guarantee Any express warranty or guarantee, except to the extent such liability would attached pursuant to applicable law in the absence of such warranty or guarantee. Faulty Workmanship Faulty workmanship in connection with construction, erection, fabrication, installation, assembly or manufacturing process (including parts, materials, or equipment in connection therewith) performed by any insured or by any performer for whom the insured is legally responsible; provided that this Exclusion applies only to loss arising from any wrongful act. Identified Underground Storage Tanks Any underground storage tank located on an insured location for which existence is known by any responsible insured as of the inception date, unless such underground storage tank is scheduled on the Underground Storage Tank Endorsement, if any, as attached to and made part of this Policy. Insured’s Products Any goods or products (including containers thereof) manufactured, sold, handled, distributed, altered or repaired by any insured or others trading or operating under any insured’s name. This Exclusion extends to any obligation or liability arising from or related to warranties and representations respecting the fitness of such goods or products and to the failure to provide warnings or instructions for such goods or products. This Exclusion does not apply to (i) goods or products installed as part of covered operations; or (ii) loss arising from transportation. Intentional Acts Any dishonest, fraudulent, criminal, intentional or malicious act, error or omission or those of a knowingly wrongful nature, however this exclusion shall not apply to an insured who did not commit, participate in, or have knowledge of such conduct. Intentional Non-Compliance Any responsible insured’s intentional, willful or deliberate noncompliance with any environmental law. This Exclusion does not apply to the insured’s action taken in good faith in: (i) reliance upon written advice of qualified outside counsel received in advance of such pollution loss or non-compliance; or (ii) mitigation of an environmental crisis or emergency response cost. Internal Expenses Any costs, charges or expenses, incurred by any insured for goods supplied or services performed by the staff or salaried employees of any insured, unless such costs, charges or expenses are incurred with the prior written approval of the insurer, which approval may be given or denied in the sole discretion of the insurer. This Exclusion does not apply to supplementary payment. 4 14 20 of 33 BAYLCONS (SMV01) Includes copyrighted material of Insurance Services Office, Inc.,ASPER114 1211 with its permission. Copyright, Aspen Specialty, 2011 ofPage Project Delays/Cost Overruns Any costs or expenses arising from any delay, extension, cost overrun, or postponement in the completion of any task or project, or any portion thereof, whether such delay, extension, cost overrun, or postponement is excusable or non-excusable; provided however this Exclusion shall only apply to Coverage Extension B.6.or to professional loss arising out of a wrongful act. Prior Knowledge and Non-Disclosure Any: (i) pollution condition preexisting the inception date that resulted from covered operations; (ii) solely as respects any coverage for an insured location, any pollution condition or claim known by any responsible insured prior to the inception date but not disclosed in the application; (iii) solely as respects any protective loss, any circumstances, known by any responsible insured prior to the inception date but not disclosed in the application, reasonably likely to give rise to a protective indemnity claim. This Exclusion extends to any continuation, change, reopener or resumption of any undisclosed pollution condition. War Loss arising out of or in connection with war, invasion, act of foreign enemy, hostilities, whether war be declared or not, or civil war, insurrection, rebellion, revolution, usurped power, strike, riot or civil commotion. CLAUSE III. RIGHTS AND DUTIES IN THE EVENT OF A POLLUTION CONDITION, WRONGFUL ACT OR CLAIM A. INSURED 1.As soon as practicable upon the insured’s first notice of any wrongful act, claim or first discovery of any pollution condition or imminent threat thereof, any of which may result in the insurer’s obligation to provide any coverage or make any payments under any provision of this Policy, such insured shall have the duty to: a. provide written notice to the insurer in accordance with the Notice Condition set forth in Clause VII. of this Policy and include any information reasonably available to such insured concerning any wrongful act, claim, pollution condition or imminent threat thereof, or injury or damage resulting there from. Such information shall include, but is not limited to, how, when and where any wrongful act, claim, pollution condition or imminent threat thereof took place, the names and addresses of any injured persons or witnesses, technical reports, laboratory data, field notes, expert reports, investigations, data collected, invoices, regulatory correspondence, copies of any relevant contracts between the insured and its client for professional services. or any other pertinent documents including, in the event of any claim, all demands, summons, notices or other process or papers filed in any court, or with or received from any governmental agency or body; b.mitigate any wrongful act to the extent reasonable or mitigate and clean-up any pollution condition or imminent threat thereof to the extent required by environmental law by retaining an environmental professional; c.provide to the insurer proposed work plans, bids, contracts, agreements or any similar document, concerning work to result in clean-up cost (except for emergency response cost or crisis cost), which proposals shall be subject to the insurer’s right to prior consent; and d. provide to the insurer at reasonable intervals (and always at least 30 days prior to submittal of any progress report to any regulatory agency) written progress reports concerning the work resulting in clean-up cost. 2. In addition to the requirements of Paragraph 1. of this Clause, as a condition precedent to coverage under Insuring Agreement A.1.b., the insured shall do all that is reasonable and legally permitted to first seek recovery for all protective loss from the responsible design professional. B. INSURER The insurer shall have the right but not the duty to mitigate and clean-up (including assuming direct control of any mitigation or clean-up) any pollution condition, or imminent threat thereof, which may result in the insurer’s obligation to provide any coverage or make any payments under any provision of this Policy. In the event that the insurer asserts any portion of such right to mitigate or clean-up, then any amounts spent by the insurer to mitigate or clean-up shall erode the applicable Limits of Liability and the insured will reimburse the insurer for any portion of any applicable Deductible advanced while taking such action. 5 14 21 of 33 BAYLCONS (SMV01) Includes copyrighted material of Insurance Services Office, Inc.,ASPER114 1211 with its permission. Copyright, Aspen Specialty, 2011 ofPage C. MULTIPLE POLICIES, CLAIMS OR POLICY PERIODS 1.Solely as respects assertions of coverage under this Policy arising from Insuring Agreement A.2. (Occurrence Incurred Coverage), if the date of first exposure to inseparable damage cannot be determined and such inseparable damage continues during this policy period, all such inseparable damage is deemed to occur only on the earliest of: (i) the date of first exposure to the inseparable damage; or (ii) the inception date of the first insurance policy issued by us providing substantially the same coverage provided under this Policy to such inseparable damage. 2.In the event that the insurance policy applicable to inseparable damage pursuant tosubparagraph1. above was issued by us, that policy and the Each Pollution Incident Limit of Liability, Each Occurrence Limit of Liability or Each Loss of Liability, whichever is applicable under such policy, shall be the only policy and Limit issued by us applicable to such inseparable damage. 3.Solely as respects assertions of coverage under this Policy arising from Insuring Agreement A.1. (Claims Made and Reported Coverage), any claim will be deemed known by the insured at the earliest time of when any other insurer, any insured or responsible executive: (i) receives or gives notice thereof; (ii) receives a written or verbal demand or claim covered or potentially subject to coverage under this Policy; or (iii) becomes aware by any other means that any factor or matter that may be asserted as giving rise to coverage under this Policy has occurred or has begun to occur. 4.Subject to subparagraph 3. above, if any claim is reported to us during this policy period, then all loss, supplementary payments, claims and legal expenses that arise from the same, continuous or related professional incident reported to us during subsequent policies issued by us to you providing substantially the same coverage, will be deemed to have been made during this policy period and all claims arising from all such professional incident shall be deemed to have arisen from one pollution incident, and shall be subject to all of the terms, conditions, limitations and exclusions as provided under this Policy, including without limitation the Pollution Incident Limit of this Policy. Provided however Coverage under this Policy shall not apply to such professional incident or claims or loss unless the insured has maintained with the insurer an insurance policy providing substantially the same coverage as provided in this Policy on a continuous and uninterrupted basis since the first wrongful act giving rise to claim or loss was discovered by the insured or any claim or loss arising there from was first reported to the insurer. CLAUSE IV. EXTENDED REPORTING PERIOD If the: (i) policy period was not terminated due to non-payment of premium, or fraud or misrepresentation; (ii) first named insured has not purchased any other insurance to replace this insurance; and (iii) claim arises from a professional services or design services that commenced before the expiration date, and is otherwise subject to coverage under this Policy, then such claim shall be deemed first made and reported on the last day of the policy period provided such claim is made in accordance with Clause III. of this Policy and the first named insured purchases an Optional Extended Reporting Period by providing notice to the insurer within the first 30 days following the termination of the policy period of its election to purchase the Optional Extended Reporting Period Endorsement, which Endorsement shall be effective for up to 48 months at a rate of not more than 200% of the premium set forth in Item 4. (c) of the Declarations. Such Optional Extended Reporting Period shall become effective only if and when the insured pays the additional premium when due as indicated by the insurer and the insurer issues such Endorsement. Such additional premium shall be fully earned upon payment. CLAUSE V. LIMITS OF LIABILITY AND DEDUCTIBLES In this Clause V. and throughout this Policy, each reference to: (i) applicable Deductible means those applicable amounts as provided in Item 7. of the Declarations: and (ii) applicable Limits of Liability means the applicable amount set forth item 6. of the Declarations which apply in excess of the applicable Deductible amounts. The insurer shall have no duty to make any payment under this Policy until the applicable Deductible is paid by the first named insured. A. POLICY LIMIT No matter the number of additional insureds, insureds, claims, claimants or pollution incidents, or professional incidents or any other factor or matter asserted as giving rise to coverage under this Policy: (i) the applicable Limit of Liability applies in excess of the Pollution Incident Deductible or the Professional Incident Deductible, whichever applies, as set forth in item 7. of the Declarations; (ii) the most the insurer shall pay for all loss under this Policy is the aggregate limit of liability; and (iii) all duties to make any payment under this Policy shall cease once such aggregate limit of liability is exhausted. 6 14 22 of 33 BAYLCONS (SMV01) Includes copyrighted material of Insurance Services Office, Inc.,ASPER114 1211 with its permission. Copyright, Aspen Specialty, 2011 ofPage B. EACH INCIDENT LIMIT Subject to Paragraphs A. of this Clause V., the most the insurer shall pay for any: (i)pollution incident is the Pollution Incident Limit of Liability; or (ii) professional incident is the Professional Incident Limit of Liability whichever is applicable, asset forth in item 7.of the Declarations. C. ADA AND FHA EXPENSE LIMIT OF LIABILITY Subject to Paragraph A. of this Clause V., ADA or FHA regulatory or administrative actions reimbursement expenses do not erode the aggregate limit of liability; provided the most the insurer shall pay for such expenses is the ADA and FDA Limit of Liability shown in Item 6. (c) of the Declarations. D. RECTIFICATION OF WRONGFUL ACT LIMIT OF LIABILITY Subject to Paragraph A. of this Clause V., indemnification for rectification of wrongful acts does not erode the aggregate limit of liability; provided the most the insurer shall pay for such indemnification is the Rectification Indemnification Limit of Liability shown in Item 6. (d) of the Declarations. CLAUSE VI. OTHER INSURANCE If other valid and collectible insurance is available for any pollution incident, professional incident, claim, loss, crisis cost, supplementary payment, or legal expense (or any other factor or matter asserted as giving rise to coverage under this Policy), the insurer’s obligations are as follows: A. PRIMARY INSURANCE Except as provided in Paragraph B. of this Clause, this insurance is primary. The insurer’s obligations as primary insurer are not affected: (i) solely as respects any additional insured, by any other primary insurance and the insurer will not seek contribution from any other insurance available to such additional insureds; or (ii) as respects any insured, unless any of the other insurance is also primary. In the event of (ii), the insurer will share with all other primary insurance as follows: (a) if all of the other insurance permits contribution by equal shares, the insurer will follow such method also whereby each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first; or (b) if any of the other insurance does not permit contribution by equal shares, the insurer will contribute by limits whereby 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. B. EXCESS INSURANCE This Paragraph B. applies solely as respects any coverage provided by: (i) the insurer on an excess basis as provided in Clause I. of this Policy; or (ii) over any pollution liability policy under which any insured is covered for covered operations or otherwise for a specific project and such policy applies to such project. Then, this insurance shall apply only as excess over any other valid and collectible indemnity or insurance, whether such indemnity or insurance is stated to be primary, excess, contingent or otherwise. Likewise, this insurance shall apply only as excess over any indemnity or insurance pursuant to which any other party or insurer has a duty to provide a defense or defend a claim for which this Policy may be obligated to pay loss, crisis cost or supplementary payment. CLAUSE VII. CANCELLATION A. The first named insured may cancel this Policy by delivering advanced written notice of cancellation to the insurer. Upon cancellation under this Paragraph A., any unearned premium shall be paid to the first named insured calculated on a short rate basis. B. The insurer may cancel this Policy due to non-payment of premium or Deductible, or fraud or material misrepresentation on the part of the first named insured in the application, in each instance by providing written notice of cancellation to the first named insured. Any written notice of cancellation for non-payment of premium or fraud or material misrepresentation shall be mailed at least 15 days before the effective date of cancellation, provided in the event of any such fraud or material misrepresentation, the insurer retains the right to provide notice that the Policy is void ab initio. Any written notice of cancellation for non-payment of Deductible shall be mailed at least 90 days before the effective date of cancellation. Upon any cancellation under this Paragraph B., any unearned premium shall be paid to the first named insured calculated on a pro rata basis. C. Any unearned premium due upon cancellation shall be tendered to the first named insured as soon as practicable after cancellation, but tender of such unearned premium is not a condition of cancellation. D. Any written notice of cancellation provided under Paragraphs A. or B of this Clause shall state the effective date of 7 14 23 of 33 BAYLCONS (SMV01) Includes copyrighted material of Insurance Services Office, Inc.,ASPER114 1211 with its permission. Copyright, Aspen Specialty, 2011 ofPage cancellation and accordingly the policy period will end on such date. If the written notice does not state such effective date, the effective date shall be the date such notice was mailed. CLAUSE VIII. CONDITIONS Assignment Assignment of this Policy, or any of the insured’s rights or duties hereunder, shall not bind the insurer unless and until the insurer’s written consent is endorsed hereto. Bankruptcy Bankruptcy or insolvency of the insured or the insured’s estate will not relieve the insurer of any obligations under this Policy. Notwithstanding the foregoing, it is hereby understood and agreed that the insurer shall have full rights as a party in interest under 11 U.S.C §1109(b) or similar law to object to any proposal or other matters directly or indirectly affecting this Policy or rights created hereunder. In the event of bankruptcy or insolvency of the insured or the insured’s estate such insured shall not propose or support reorganization, or otherwise propose or support any provision or any claims resolution facilities that would alter, restrict, modify or in any way affect the insurer’s rights, duties or obligations under this Policy. Changes This Policy contains all the agreements between the insurer and the insured concerning the insurance afforded under this Policy. The first named insured shall be the only insured authorized to request or negotiate changes in the terms of this Policy and the consent of any other insured to any such changes shall not be required in connection therewith; provided this Policy's terms cannot be changed, amended or waived except by an endorsement issued by the insurer and made a part of this Policy. Consent Where consent of the insurer or the insured is required under this Policy, such consent shall not be unreasonably withheld, delayed, conditioned or denied. Cooperation The insured shall provide the insurer with cooperation, assistance and information as the insurer may request. If the insurer is prohibited under applicable law from investigating, defending or settling any matter falling or potentially falling under the coverage of this Policy, the insured shall, under the insurer’s supervision, arrange for such investigation and defense thereof as is reasonably necessary, and subject to the insurer’s prior authorization, shall effect such settlement thereof. Further, the insured shall assist the insurer, upon request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. Additionally, the insured shall provide the insurer with access to any information developed or discovered by an insured concerning any pollution condition or imminent threat thereof, claim, loss, crisis cost, legal expense or supplementary payment subject to coverage under this Policy, whether or not deemed by an insured to be relevant. Also, the insured shall provide access to interview any insured and review any documents of the insured. Coverage Territory This Policy shall apply to any covered pollution condition that takes place anywhere in the world if permissible under applicable local law, provided the insurer’s obligation to provide any coverage whatsoever or to make any payment of any nature to anyone under this Policy shall be determined only by a court in the United States of America, its territories or possessions or Canada. Judgments against the insurer may be enforced only in the United States of America. In no event shall this insurance be used as evidence of financial assurance in any jurisdiction outside of the United States of America. Economic and Trade Sanctions Any coverage under this Policy in violation of any United States of America economic or trade sanctions, including but not limited to, sanctions administered and enforced by the United States Treasury Department's Office of Foreign Assets Control, shall be null and void. Legal Action Against Insurer No third-party shall have the right under this Policy to join the insurer or any insured as a party, or otherwise bring either, into any action against or in opposition to one another. Further, the insured shall have no right under this Policy to bring any action against the insurer in connection with this Policy, unless as a condition precedent thereto, such insured is and remains in full compliance with all terms of this Policy. 8 14 24 of 33 BAYLCONS (SMV01) Includes copyrighted material of Insurance Services Office, Inc.,ASPER114 1211 with its permission. Copyright, Aspen Specialty, 2011 ofPage Notices Notwithstanding any other provision of this Policy, all notices required or listed under this Policy: (i) shall include the Policy number identified in Item 2.of the Declarations and be made in writing and mailed to the applicable address identified in Item 8. of the Declarations (proof of mailing for any notice required under this Policy to such applicable addresses will be sufficient proof of notice under this Policy); and (ii) provided to any agent or knowledge possessed by an agent or to any other person other than the insurer shall not satisfy those notice requirements to the insurer, shall not constitute a waiver of notice, estop the insurer from asserting any rights, or effect any changes to this Policy. Liability and Payments No insured will, except at that insured's own cost, admit liability or voluntarily make a payment, assume any obligation, make any settlement or incur any expense, other than emergency response cost or crisis cost, without the insurer’s prior written consent. Representations By acceptance of this Policy, the insured hereby represents that the application and any other supplemental materials submitted to the insurer are accurate and complete. Further, the insured understands and agrees that: (i) such application and supplemental materials are material to the underwriting of this Policy; and (ii) the insurer issued this Policy in reliance upon such representation, the application, supplemental materials and any other material statements made to the insurer. Separation of Insureds Except as provided in Clause VII. of this Policy, or as respects the Limits of Liability or any rights or duties specifically assigned in this Policy to the first named insured, this Policy applies as if each insured were the only insured and applies separately to each insured against whom a claim is made. Accordingly, any “wrongful act” (meaning any misrepresentation, concealment, breach of a term or condition, or violation of any duty under this Policy) by one insured shall not prejudice the interest of, or coverage for, another insured, except any “wrongful act” of any insured who is a parent, subsidiary or affiliate of the first named insured shall be imputed to the first named insured. Nonetheless, the insurer shall have the right to limit, cancel or exclude coverage for any particular insured arising from such insured’s own “wrongful act.” Service of Suit Subject to the Legal Action Against Insurer Condition in this Clause VIII., in the event of failure of the insurer to pay any amount claimed to be due hereunder, the insurer, at the request of the insured, will submit to the jurisdiction of a court of competent jurisdiction within the United States. Nothing in this condition constitutes a waiver of the insurer’s right to commence an action in any court of competent jurisdiction in the United States, to remove an action to a United States District Court, or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. It is further agreed that service of process in such suit may be made upon counsel at the notice address provided in Item 8.of the Declarations. Further, pursuant to any statute of any state, territory, or district of the United States which makes provision therefore, the insurer hereby designates the Superintendent, Commissioner, Director of Insurance, or other officer specified for that purpose in the statute, or his or her successors in office as its true and lawful agent upon whom may be served any lawful process in any action, suit or proceeding instituted by or on behalf of the insured or any beneficiary arising out of this Policy. Subrogation If the insured has any right to recover all or part of any payment by the insurer under this Policy, such right is hereby transferred to insurer and the insured shall not do anything to impair such rights. At the request of the insurer, the insured will bring suit, take any action to effectuate transfer such rights to the insurer and help the insurer enforce such rights. Any amounts so recovered by the insurer shall be allocated: (i) first to the expenses incurred in such recovery efforts and proceedings, proportioned in accordance with each interested party’s share in the total recovery; (ii) then to the insured to the extent of its paid Deductible and its payments in excess of the limit of coverage; and (ii) last to the insurer to the extent of its payment under this Policy. CLAUSE IX. DEFINITIONS Additional insured means: (i) solely with respect to coverage under this Policy arising from covered operations, the client for whom covered operations are performed pursuant to a written contract; and (ii) solely with respect to coverage under this Policy arising from Coverage Section 2., any person or entity, other than clients provided for in (i) above, which the first named insured or named insured has agreed to include in coverage as an insured under this Policy pursuant to a written contract; provided in the case of both (i) and (ii): (a) the written contract must be executed prior to loss or claim; (b) there shall be no coverage under this Policy for any loss arising from the client’s or the other person or entity’s own 9 14 25 of 33 BAYLCONS (SMV01) Includes copyrighted material of Insurance Services Office, Inc.,ASPER114 1211 with its permission. Copyright, Aspen Specialty, 2011 ofPage liability; and (c) such clients or other person or entity are covered under this Policy only for limits of liability up to and not exceeding the amount required by the written contract and subject to the applicable Limit of Liability of this Policy. Notwithstanding any other provision of this Policy, such additional insured(s) shall be entitled to coverage for reasonable and necessary legal expenses and supplementary payments to the same extent as provided to any other insured under Insuring Agreements B.4. and C., except that all such legal expenses and supplementary payment shall be included in loss and shall erode the applicable Limits of Liability. Aggregate limit of liability means the amount set forth in Item 6. (f) of the Declarations. Such amount is the most the insurer will pay for all loss under this Policy. Once such amount has been exhausted, all duties and obligations of the insurer, including, but not limited to, the duty to provide any defense under this Policy shall cease. Application means all applications, including any attachments, other materials provided therewith or incorporated or referenced therein (including any transfer of warranty) submitted by or on behalf of the insured in connection with the underwriting of this Policy or for any other policy of which this Policy is a renewal, replacement or which it succeeds in time. All applications, attachments and materials are deemed attached to, incorporated into and made part of this Policy. Biological Agent means any microorganism (including, but not limited to, bacteria, viruses, rickettsia, or protozoa) or infectious substance, or naturally occurring, bioengineered, or synthesized component of any such microorganism or infectious substance capable of causing: (i) death, disease, or other biological malfunction in a human, an animal, a plant, or another living organism; (ii) degradation of food, water, equipment, supplies, or other material of any kind; or (iii) deleterious alteration of the environment. Bodily injury means physical injury, sickness, building related illness, mental anguish, shock or emotional distress or disease sustained by a person, including death resulting therefrom. Bodily injury also includes medical monitoring cost when accompanied by physical injury. Claim means a written demand seeking a remedy and alleging liability or responsibility on the part of the insured. Clean-up cost means reasonable and necessary expense, incurred with the insurer’s written consent, including legal expense and restoration cost, to investigate, abate, contain, treat, remove, remediate, monitor, neutralize or dispose of contaminated soil, surface water or groundwater or other contamination caused by a pollution condition but only: (i) to the extent either required by environmental law, or in the absence of applicable environmental law as determined reasonable and necessary by an environmental professional; or (ii) for cost incurred by any governmental entity of the United States of America including its territories and possessions or Canada, or by a third-party; provided however reasonable and necessary expense incurred under this item (ii) may be incurred without the insurer’s prior written consent but only if and to the extent such expense was incurred by such governmental entity without advance notice to the insured or reasonable opportunity for the insured to consent to, agree to, comment upon, or object to such expense. Completed operations means work from covered operations that has been completed. For the purposes of this Definition, completion occurs when: (i) the insured has concluded covered operations at the job site; or (ii) when covered operations are put to intended use by any person or entity other than the insured or any contractor or sub-contractor at the job site. Completion has occurred even if further maintenance, service, correction, repair, or replacement is required. Covered operations means work or activity performed (including materials, parts, or equipment furnished in connection with such activity) by or on behalf of the insured (including by any subcontractor of the insured pursuant to an insured contract) at any job site that is not located on or at any insured location. Covered operations does not include transportation. Crisis cost means reasonable and necessary expense, including legal expense and restoration cost, incurred by the insured for crisis services performed in the event of an environmental crisis within the first 21 days following the subject environmental crisis for (i) mitigation of the insured’s liability for mass tort; or (ii) mitigation of adverse media against the insured. Crisis Cost does not include emergency response cost. Crisis services means services performed in response to an environmental crisis by a firm listed in the Schedule of Crisis Management Firms, if any, as attached to this Policy or by any similar firm selected by the insured with the insurer’s prior written consent. Design professional means those persons or entities or successors performing professional services. 10 14 26 of 33 BAYLCONS (SMV01) Includes copyrighted material of Insurance Services Office, Inc.,ASPER114 1211 with its permission. Copyright, Aspen Specialty, 2011 ofPage Design professional’s insurance means all available liability insurance policies providing professional liability coverage to the design professional or any respective sub consultant thereof. Design services means professional services performed during the policy period for the insured or on behalf of the insured pursuant to a written contract with the insured by a design professional or any subcontractor thereof. Design services shall not include any activity in connection with: construction means methods or techniques; site safety; crane erection, use, maintenance or operation; scaffolding; any temporary structure; project fencing; or clean up or demolition. Emergency response cost means reasonable and necessary cost, charge or expense, including legal expense and restoration cost, incurred by the insured during the Policy Period: (i) to abate or respond to an imminent threat to human health or the environment; or (ii) when failure to act would significantly increase covered clean-up cost. Environmental crisis means an event that results, or would result in the absence of crisis services or emergency response action in the good faith judgment of an executive officer, in one or more of the following: (i) emergency response cost; (ii) likelihood of the insured’s liability for mass tort; or (iii)adverse media against the insured. Environmental damage means physical damage to soil, the atmosphere, any watercourse or body of water including groundwater, or plant or animal life, caused by any pollution condition and giving rise to clean-up cost. Environmental damage does not include property damage. Environmental law means any federal, state, provincial, municipal or other local law, statute, ordinance, rule, guidance document, regulation, administrative order or directive and any amendments thereto. Environmental Law does not include any voluntary cleanup program. Environmental professional means a person or entity competent and qualified to address the subject pollution condition, as mutually agreed upon by the insured and the insurer and approved in writing by the insurer. Executive officer means a person holding any of the officer positions created by the insured in its charter, constitution, by-laws or any other similar governing document, or any equivalent position should the insured have no officers. Expiration date means set forth in Item 3. (b) of the Declarations. First named insured means the entity named in Item 1. of the Declarations, which entity shall act on behalf of any other insureds for the payment or return of premium and Deductibles, negotiation, receipt and acceptance of any endorsement issued by the insurer and made part of this Policy, or giving or receiving notice of cancellation. Green up-grade cost means reasonable cost to replace damaged material with environmentally superior material, as certified by an independent qualified certifying body. If such certification is not available, cost for such environmentally superior material shall be approved in advance in writing by, and in the sole discretion of, the insurer. Imminent means reasonably probable to occur immediately or very soon, and in any event during the policy period. Inception date means the inception date set forth in Item 3.a. of the Declarations. Inseparable damage means progressive indivisible bodily Injury, property damage or environmental damage occurring over a period days, weeks, months or years and caused by the same pollution incident. Insured means: (i) the first named insured; (ii) the named insured(s); (iii) the additional insured(s); and (iv) any past or present director, officer, partner, member, manager, or employee, including any executive officer or temporary, leased or volunteer employee, while acting within the scope of his or her respective duties as such for either (i) or (ii); and (v) only with respect to the first named insured’s or named insured’s liability arising out of covered operations: (a) any and all corporations, partnerships, companies or other entities as have existed at any time, or as now or may hereafter exist during the policy period and in which the first named insured or named insured did or does have more than a 50% ownership interest, provided coverage for newly acquired or formed organizations, partnerships, companies or other entities under this provision is afforded until the 180thday after such acquisition or formation or until the end of the policy period, whichever is sooner; (b) joint ventures in which the first named insured or named insured is a co-venturer; and (c) limited liability companies in which the first named insured or named insured is a member and all members. Insured contract means any part of any contract or agreement pertaining to: (i) the insured’s obligations resulting from covered operations; and (ii) liability subject to coverage under this Policy. 11 14 27 of 33 BAYLCONS (SMV01) Includes copyrighted material of Insurance Services Office, Inc.,ASPER114 1211 with its permission. Copyright, Aspen Specialty, 2011 ofPage Insured location means: (i) real property leased, rented or occupied by the insured as of the inception date and utilized during covered operations for the temporary storage of materials, parts, or equipment furnished in connection with such covered operations; or (ii) the location(s) listed on the Schedule of Insured Locations, if any, as attached to this Policy. Insured location does not include any location at which covered operations are performed. Insurer means the entity listed in Item 8. (c) of the Declarations. Loss means: (i) all professional loss and protective loss under Coverage Section 1. and all reasonable and necessary legal expenses incurred in defense of any claim thereunder; and (ii) all pollution loss under Coverage Section 2., and solely as respects additional insureds or obligations assumed by any other pursuant to an insured contract, all reasonable and necessary legal expense and supplementary payment incurred in the defense of any claim thereunder. Microbial matter means fungi, mold, yeast, bacteria or viruses including any spores, mycotoxins, or by-products produced or released, which reproduce through the splitting of cells or by any other means, whether or not such matter is living or is mildew. Misdelivery means the delivery of any liquid product into any receptacle or to any address other than the correct liquid to the receptacle and address all as intended by the party ordering such delivery pursuant to a written order or written contract. Named insured means any entity listed on the Schedule of Named Insureds, if any, as attached to this Policy. Nanotechnology matter means any engineered matter or particle, or any engineering process involving such matter or particle, utilized, existing or occurring and purposefully manufactured with one or more external dimensions, or an internal structure, at the “nanoscale” (“nanoscale” means having one or more dimensions of the order of 100 nanometers or less) and behaving as a whole unit in terms of transport and properties. Nanotechnology matter does not include carbohydrates, nucleic acids, or proteins. Natural resource damage means physical injury to or destruction of, including the resulting loss of value of, land, fish, wildlife, biota, air, water, groundwater, drinking water supplies, and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States (including the resources of the fishery conservation zone established by the Magnuson-Stevens Fishery Conservation and Management Act (16 U.S.C. 1801 et seq.), any state, local or provincial government, any foreign government, any Native American tribe, or, if such resources are subject to a trust restriction on alienation, any member of a Native American tribe). Non-owned site means any premises utilized by the insured for the treatment, storage, or disposal of waste material generated during covered operations or at an insured location, provided such premises were never owned, occupied, rented, managed, operated or loaned by, to or on behalf of any insured or any subsidiary or affiliate thereof. Non-owned site does not include any premises that is (at the time of shipment or transportation or other conveyance of waste or during covered operations or otherwise utilized by the insured for waste treatment, storage, or disposal): (i) not licensed by the appropriate state or federal authority to perform storage, disposal, processing or treatment of waste from the insured’s operation in compliance with environmental law; or (ii) subject to a consent order or corrective action under environmental law or is listed or proposed to be listed on the National Priorities List (NPL). Policy period means the period of time set forth in Item 3.of the Declarations, except if this Policy is cancelled in accordance with Clause VI. of this Policy, then the policy period ends on the effective date of such cancellation. Pollutant means any solid, liquid, gaseous or thermal irritant or contaminant, including without limitation smoke, vapors, soot, silt, sediment, fumes, acids, alkalis, chemicals, hazardous substances, petroleum hydrocarbons, low level radioactive matter or waste, microbial matter, legionella pneumophila, medical, infectious or pathological waste or waste materials, methamphetamines, electromagnetic fields, biological agent or nanotechnology matter (but only to the extent such nanotechnology matter’s existence, use or process is known by the insured and affirmatively disclosed in the application). Pollution condition means the discharge, emission, seepage, migration, dispersal, misdelivery, release or escape, or illicit abandonment by a third-party without the insured’s consent of any pollutant into or upon land, or any structure on land, the atmosphere or any watercourse or body of water including groundwater, provided such pollutant is not naturally present in the environment in the concentration or amounts discovered except that Pollution Condition includes pollutants released or dispersed, whether or not in concentrations or amounts naturally present, as a result of covered operations. 12 14 28 of 33 BAYLCONS (SMV01) Includes copyrighted material of Insurance Services Office, Inc.,ASPER114 1211 with its permission. Copyright, Aspen Specialty, 2011 ofPage Pollution incident means the same, related or continuous pollution condition, including any imminent threat thereof. Pollution Loss means, under the applicable coverage grants under Coverage Section 2.: (i) monetary awards or settlements of compensatory damages for bodily injury, property damage, environmental damage; (ii) where allowable by law, punitive, exemplary, or multiple damages, and civil fines, penalties, or assessments for bodily injury or property damage, environmental damage; (iii) clean-up cost; (iv) emergency response cost; (v) green up-grade cost. Loss does not include crisis cost, supplementary payment or legal expense. Professional incident any same related or continuous wrongful act arising out of professional services. Professional loss means any monetary amount the insured becomes legally obligated to pay, including sums paid as judgments, awards, or settlements, due to a wrongful act arising from professional services. Professional loss includes liquidated damages, but only to the extent of liability the insured would have had in the absence of an agreement for liquidated damages. Professional loss does not include restitution, reduction of fees, profits or charges for services rendered or offered, disgorgement, costs for betterment or for complying with injunctive relief or time or expense incurred by any insured to address or resolve any claim. Professional Services means those services that the insured, a design professional, or an entity providing services under contract to a design professional, are qualified to perform for others in their capacity as an architect, engineer, landscape architect, land surveyor or planner, construction manager, a LEED accredited professional, interior designer/space planner, and any design-delegated responsibility, including but not limited to constructability reviews or value engineering performed by the insured or by anyone for whom the insured is legally responsible in performing construction activities or management and any respective subcontractors, or as otherwise specifically in the Professional Services Endorsement, if any, as attached to and made part of this Policy. Professional services include technology services to the extent provided in conjunction with the aforementioned capacities as well as liability imposed by law in connection with modification or alteration, transfer, protection, manipulation, use or misuse of any Building Information Modeling (BIM) design assist system or program. Professional services do not include construction means, methods or techniques; site safety; crane erection, use, maintenance or operation; scaffolding; any temporary structure; project fencing; or clean up or demolition. Property damage means: (i) physical injury to or destruction of tangible property (of parties other than an insured) including all resulting loss of use and diminished value of such property; (ii) loss of use of tangible property (of parties other than an insured) that is not physically injured or destroyed arising out of physical injury to or destruction of other tangible property; and (iii) natural resource damage. Property damage does not include environmental damage. Tangible property, as such term is used in this Definition, does not include electronic data, information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. Claim means a written or oral demand seeking a remedy and alleging liability or responsibility on the part of the insured. Protective indemnity claim means a written demand by the insured against a design professional for protective loss against a design professional. Protective indemnity claim does not include any demand for non-monetary or injunctive relief. Protective loss means any amount the insured is entitled to recover: (i) due to any wrongful act arising from design services; and (ii) provided by any legally binding final award, judgment, or settlement; provided any settlement or other agreement to pay must be made with the insurer’s prior written consent. Protective loss does not include restitution, reduction of fees, profits or charges for services rendered or offered, disgorgement, costs for betterment or for complying with injunctive relief or time or expense incurred by any insured to address or resolve any claim or any other costs or expenses incurred by an insured in the connection with or arising from the prosecution of a protective claim. Responsible insured means any insured’s manager or supervisor responsible for environmental affairs, control or compliance. Restoration cost means reasonable and necessary expense incurred by the insured with the insurer’s prior written consent to repair or replace damaged real or personal property, when such damage occurs during the course of incurring covered clean-up cost, emergency response cost or crisis cost, regardless of whether such damage to such real or personal property is caused by a pollution condition. Restoration cost shall not exceed the replacement cost of such real or personal property. Further, except for green up-grade cost, repair or replacement in kind or quality exceeding that 13 14 29 of 33 BAYLCONS (SMV01) Includes copyrighted material of Insurance Services Office, Inc.,ASPER114 1211 with its permission. Copyright, Aspen Specialty, 2011 ofPage of the real or personal property before it was damaged, whether at the insured’s option or not, are betterment costs that are not included in restoration cost and shall be incurred at the sole expense of the insured. Retroactive date means the applicable retroactive date as set forth in Item 3. (c) of the Declarations. Supplementary payment means actual loss of earnings and reasonable personal and travel expense up to $500 per day incurred by the insured to attend a hearing, deposition or trial at the written request of the insurer, or respond to a subpoena for records related to the defense of a claim; provided the maximum amount the insurer will pay for all such expenses for the insured’s attendance at any one hearing, deposition, trial, disciplinary proceeding or subpoena response for any one claim shall not exceed $10,000.Supplementary payment shall also include prejudgment interest awarded against the insured on the part of the judgment the insurer pays and all interest on the full amount of any judgment that accrues after entry of the judgment and before the insurer has paid, offered to pay, or deposited in court the part of the judgment that is within the Limit of Liability Technology services means computer or electronic information technology service. Transportation means the movement by the insured, or by a third-party carrier on behalf of the insured properly licensed to conduct such movement: (i) as part of covered operations; or (ii) to or from the insured location, of goods, product, merchandise, supplies or waste in an automobile, railcar, train, watercraft or aircraft (including any attached machinery or equipment) (collectively “conveyance”) only when such conveyance is properly designed, licensed, registered and subject to insurance (where required by law) for such movement and travel. Transportation includes the carrier’s loading or un-loading of goods, products, merchandise, supplies or waste into, onto or from any conveyance listed above. Underground storage tank means any one tank or combination of tanks, including underground pipes attached thereto, that has at least 10% of its volume below ground surface if outdoors or below floor if indoors. Underground storage tank does not include septic tanks, sump pumps, oil-water separators, storm-water or wastewater collection systems. Voluntary clean-up program means a program, of the United States, or any state thereof, enacted pursuant to environmental law, which requires governmental or quasi-governmental written approval or authorization to conduct voluntary remedial action for the clean-up, removal or remediation of a pollution condition that exceeds actionable levels established pursuant to environmental law. Wrongful act means an actual or alleged act, error, or omission committed in rendering or failure to render services. Wrongful act does not mean underestimating or overrunning projected costs for any services, project or other deliverable. 14 14 30 of 33 BAYLCONS (SMV01) LCU 20 01 10 13 © 2013 Liberty Mutual Insurance. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Policy Number: TH7-Z91-444206-056 Endorsement #: Issued by: LIBERTY INSURANCE CORPORATION End. Eff. Date: 12/31/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED LIMITATION This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY – UMBRELLA COVERAGE FORM A. Paragraph 2.e of SECTION II – WHO IS AN INSURED is replaced by the following: e. Any person or organization included as an additional insured under "underlying insurance", but not for broader coverage than is provided by the "underlying insurance". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the minimum amount of insurance: 1. Required by the contract or agreement less any amounts payable by any "underlying insurance" or otherwise retained; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 31 of 33 BAYLCONS (SMV01) LCU 29 08 11 10 © 2010 Liberty Mutual Group of Companies. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 Policy Number: TH7-Z91-444206-05464 Endorsement #: Issued by: LIBERTY INSURANCE CORPORATION End. Eff. Date: 12/31/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE REDEFINED This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY – UMBRELLA COVERAGE FORM Definition 16. of SECTION V – DEFINITIONS is replaced by the following:. 16. "Other insurance" means: a. Any valid and collectible insurance (except "underlying insurance") that insures any insured, even if the coverage is unavailable or uncollectible as a consequence of a breach, by any insured under this policy, of terms or conditions of that insurance. This includes any insurance whether primary, excess, umbrella, contingent or on any other basis, available to the insured covering liability for damages arising out of the premises or operations, or the products and completed operations, for which the insured has been added as an additional insured to any policy, and any other insurance for that portion of any loss for which the insured has other valid and collectible insurance as an additional insured on a liability insurance policy issued to a subcontractor of the insured; plus b. Any amount retained under an established self-insurance program that is not "underlying insurance". "Other insurance" does not include: a. Any insurance specifically written as excess over this policy; and b. Insurance issued to or on behalf of an additional insured on this policy if you have agreed in writing that your umbrella or excess liability insurance will respond before any liability insurance policy issued to or on behalf of that additional insured, and we will not seek contribution from that insurance. 32 of 33 BAYLCONS (SMV01) LC 24 07 08 07 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition is amended by the addition of the following: We waive any right of recovery we may have against any person or organization with whom you have agreed in writing prior to an "occurrence" to waive your rights because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This endorsement is executed by the LIBERTY INSURANCE CORPORATION Countersigned by Authorized Representative Issued Sales Office and No. End. Serial No. Premium $ Included Effective Date 12/31/16 Expiration Date 12/31/17 For attachment to Policy No. TH7Z91444206056 Audit Basis N/A Issued To Bayley Construction, A General Partnership 33 of 33 BAYLCONS (SMV01) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT WC 00 03 13 © 1983 National Council on Compensation Insurance, Inc. Page 1 of 1 Ed. 4/1/1984 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any person or organization for whom the Named Insured has agreed by written contract to furnish a waiver provided you executed the contract before the loss. Issued by: Liberty Mutual Fire Insurance Company For attachment to Policy No WC2Z91444206046 Effective Date 12/31/2016 Premium $ 2% Issued to: Bayley Construction, A General Partnership